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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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         GAAP shall mean generally accepted  accounting  principles as in effect
from time to time in the United States of America.

         Governmental  Authorizations  shall  mean all  approvals,  concessions,
consents,   franchises,   licenses,  permits,  plans,  registrations  and  other
authorizations of all Authorities.

         Governmental  Filings shall mean all filings,  including  franchise and
similar Tax  filings,  and the payment of all fees,  assessments,  interest  and
penalties associated with such filings, with all Authorities.

         Guaranty  or  Guaranteed  shall  mean  any  agreement,  undertaking  or
arrangement by which the Company guarantees, endorses or otherwise becomes or is
liable, directly or indirectly, contingently or otherwise, upon any Indebtedness
of any other Person  including  without  limitation the payment of amounts drawn
down by  beneficiaries  of  letters of credit  (other  than by  endorsements  of
negotiable  instruments  for deposit or  collection  in the  ordinary  course of
business).  The amount of the obligor's  obligation  under any Guaranty shall be
deemed to be the outstanding  amount (or maximum permitted amount, if larger) of
the  Indebtedness  directly or  indirectly  guaranteed  thereby  (subject to any
limitation set forth therein).

         Hazardous  Materials  shall mean and include any substance (in whatever
state of  matter):  (a)  that is  defined  as a  "hazardous  waste",  "hazardous
material" or "hazardous  substance",  under any  Environmental  Law; (b) that is
radioactive and is regulated under any  Environmental  Law; (c) that contains or
consists  of  gasoline,  diesel  fuel or  other  petroleum  hydrocarbons  in any
unconfined manner; or (d) that contains or consists of PCBs,  asbestos,  or urea
formaldehyde foam insulation.

         Indebtedness  shall mean,  with  respect to any Person,  (a) all items,
except  items of  capital  stock or of  surplus  or of  general  contingency  or
deferred tax reserves or any minority  interest in any Subsidiary of such Person
to the extent such interest is treated as a liability with indeterminate term on
the  consolidated  balance sheet of such Person,  which in accordance  with GAAP
would be included in  determining  total  liabilities  as shown on the liability
side of a balance sheet of such Person, (b) all obligations  secured by any Lien
to which any property or asset owned or held by such Person is subject,  whether
or not the obligation secured thereby shall have been assumed,  and (iii) to the
extent not  otherwise  included,  all  Contractual  Obligations  of such  Person
constituting  capitalized leases and all obligations of such Person with respect
to Leases constituting part of a sale and leaseback arrangement.

         Instrument shall mean, with respect to any Person, any agreement, bond,
certificate,  commitment,  contract,  debenture,  indenture,  lease,  letter  of
credit,  memorandum,  mortgage,  note, notice,  permit,  plan, purchase or sales
order,  document  or other  writing  (whether  by  formal  agreement,  letter or
otherwise),  or any oral arrangement,  understanding or commitment,  under which
any debt, liability or other obligation is evidenced,  assumed or undertaken, or
any Lien (or right or interest therein) is granted, perfected or exists.

         Intangible  Assets shall mean all assets and property  lacking physical
properties the evidence of ownership of which must  customarily be maintained by
independent  registration,  documentation,  certification,  recordation or other
means,  and  shall  include,   without  limitation,   concessions,   copyrights,
franchises,  license, patents, permits, service marks, trademarks,  trade names,
and applications with respect to any of the foregoing, technology and know-how.

         Interim Operations  Agreement shall have the meaning given to it in the
Third Recital.


                                      AI-65