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SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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time  to time in  effect,  and any  reference  to any  statutory  or  regulatory
provision  shall be deemed  to be a  reference  to any  successor  statutory  or
regulatory provision.

         Environmental Permit shall mean any Governmental Authorization required
by or pursuant to any Environmental Law.

         ERISA shall mean the Employee  Retirement  Income Security Act of 1974,
and the rules and regulations thereunder, all as from time to time in effect, or
any successor law, rules or  regulations,  and any reference to any statutory or
regulatory  provision  shall  be  deemed  to be a  reference  to  any  successor
statutory or regulatory provision.

         ERISA  Affiliate  shall  mean any  Person  that is  treated as a single
employer with the Company under Sections 414(b),  (c), (m) or (o) of the Code or
Section 4001(b)(1) of ERISA.

         Event  shall  mean the  existence  or  occurrence  of any act,  action,
activity,  circumstance,  condition,  event,  fact,  failure  to act,  omission,
incident or practice, or any set or combination of any of the foregoing.

         Exchange Act shall mean the  Securities  Exchange Act of 1934,  and the
rules and regulations of the SEC thereunder, all as from time to time in effect,
or any successor law, rules or  regulations,  and any reference to any statutory
or  regulatory  provision  shall be deemed to be a  reference  to any  successor
statutory or regulatory provision.

         Exchange Agent shall have the meaning given to it in Section 2.2(a).

         Exchange Fund shall have the meaning given to it in Section 2.2(a).

         Exchange  Merger  Consideration  shall have the meaning  given to it in
Section 2.1(a).

         Existing  Key  Shares  shall  mean an  aggregate  of  1,429,962  of the
1,635,000  shares of Key Stock  issued to the  Company  by Key  pursuant  to the
agreement dated as of December 10, 1993.

         Existing Key Warrants  shall mean the warrants to purchase an aggregate
of 250,000  shares of Key Stock at $5.00 per share issued by Key pursuant to the
agreement dated as of December 10, 1993.

         Expenses shall have the meaning set forth in Section 8.5.

         Final  Determination  (a) shall mean with respect to federal  Taxes,  a
"determination" as defined in Section 1313(a) of the Code or execution of an IRS
Form 870AD and,  with  respect to Taxes  other  than  federal  Taxes,  any final
determination  of liability in respect of a Tax which,  under Applicable Law, is
not subject to further  appeal,  review or modification  through  proceedings or
otherwise,   including  without  limitation  the  expiration  of  a  statute  of
limitations or a period for the filing of claims for refunds, amended returns or
appeals from adverse determinations; and (b) shall include the payment of Tax by
or whichever is responsible  for payment of such Tax under  Applicable Law, with
respect to any item disallowed or adjusted by a Taxing Authority,  provided that
the other party is notified  of such  payment and the party that is  responsible
for such Tax under this Agreement  determines  that no action should be taken to
recoup such payment from such Taxing Authority.


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