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S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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         Dissenting Shares shall have the meaning given to it in Section 2.5(a).

         Distribution   shall  mean,  with  respect  to  any  Person,   (a)  the
declaration or payment of any dividend (except dividends payable in common stock
of such Person) on or in respect of any shares of any class of capital  stock of
such Person or any shares of capital stock of any  Subsidiary  owned by a Person
other than the Company or a Subsidiary,  (b) the  purchase,  redemption or other
retirement  of any  shares of any class of capital  stock of such  Person or any
shares of capital stock of any Subsidiary of such Person owned by a Person other
than such Person or a Subsidiary of such Person,  and (c) any other distribution
on or in respect of any shares of any class of capital  stock of such  Person or
any shares of capital  stock of any  Subsidiary of such Person owned by a Person
other than such Person or a Subsidiary of such Person.

         Effective Time shall have the meaning given to it in Section 1.4.

         Employment  Arrangement  shall mean,  with  respect to any Person,  any
employment,  consulting,  retainer,  severance or similar  contract,  agreement,
plan,  arrangement or policy (exclusive of any which is terminable within thirty
(30) days  without  liability,  penalty or payment of any kind by such Person or
any  Affiliate),  or providing for severance,  termination  payments,  insurance
coverage  (including  any  self-insured  arrangements),   workers  compensation,
disability benefits, life, health, medical, dental or hospitalization  benefits,
supplemental unemployment benefits,  vacation or sick leave benefits, pension or
retirement benefits or for deferred compensation, profit-sharing, bonuses, stock
options,  stock  purchase or  appreciation  rights or other  forms of  incentive
compensation  or  post-retirement  insurance,  compensation  or  post-retirement
insurance, compensation or benefits, or any collective bargaining or other labor
agreement,  whether or not any of the foregoing is subject to the  provisions of
ERISA.

         Encumber  shall  mean  to  suffer,  accept,  agree  to  or  permit  the
imposition of an Lien.

         Entity shall mean any corporation,  firm, unincorporated  organization,
association,  partnership,  limited  liability  company,  trust  (inter vivos or
testamentary),  estate of a deceased, insane or incompetent individual, business
trust,  joint stock  company,  joint  venture or other  organization,  entity or
business,  whether acting in an individual,  fiduciary or other capacity, or any
Authority.

         Environmental Law shall mean any Law relating to or otherwise  imposing
liability or  standards of conduct  concerning  pollution or  protection  of the
environment or occupational health and safety, including without limitation Laws
relating to emissions,  discharges, releases or threatened releases of Hazardous
Materials  or  other  chemicals,   noises,  orders  or  industrial   pollutants,
substances,  materials  or  wastes  into  the  environment  (including,  without
limitation,  ambient air, surface water,  ground water, mining or reclamation or
mined land,  land surface or  subsurface  strata) or  otherwise  relating to the
manufacture,  processing,  generation,  distribution,  use, treatment,  storage,
disposal, cleanup, transport or handling of pollutants,  contaminants, chemicals
or industrial, toxic or hazardous substances, materials or wastes. Environmental
Laws shall include without limitation the Comprehensive  Environmental Response,
Compensation  and Liability Act (42 U.S.C.  Section 6901 et seq.), the Hazardous
Material  Transportation  Act (49 U.S.C.  Section  1801 et seq.),  the  Resource
Conservation  and  Recovery Act (42 U.S.C.  Section  6901 et seq.),  the Federal
Water Pollution Control Act (33 U.S.C.  Section 1251 et seq.), the Clean Air Act
(42 U.S.C.  Section 7401 et seq.), the Toxic  Substances  Control Act (15 U.S.C.
Section 2601 et seq.), the Occupational Safety and Health Act (29 U.S.C. Section
651 et seq.),  the Federal  Insecticide  Fungicide and Rodenticide Act (7 U.S.C.
Section 136 et seq.), and the Surface Mining Control and Reclamation Act of 1977
(30 U.S.C.  Section 1201 et seq.), and any analogous  federal,  state,  local or
foreign, Laws, and the rules and regulations  promulgated thereunder all as from


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