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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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         Joint Proxy  Statement/Prospectus shall have the meaning given to it in
Section 5.1(a).

         Key shall have the meaning given to it in the Preamble.

         Key Disclosure Schedule shall mean the Key Disclosure Schedule dated as
of the date of this Agreement delivered by Key to the Company.

         Key Financial  Statements shall have the meaning given to it in Section
4.2.

         Key's knowledge (including the term "to the knowledge,  information and
belief of Key") means the  knowledge of any Key  director or executive  officer,
and that such  director  or  executive  officer,  after  reasonable  inquiry  of
appropriate Key personnel and reasonable review of appropriate  company records,
shall have reason to believe and shall  believe that the subject  representation
or warranty is true and accurate as stated.

         Key Share Price shall mean the closing price per share for Key Stock on
the  American  Stock  Exchange on the Closing  Date or, if no shares  shall have
traded on such date,  the mean  between the closing bid and asking price on such
date.

         Key Shares shall have the meaning given to it in the First Recital.

         Key  Special  Meeting  shall  have the  meaning  given to it in Section
1.2(b).

         Key Stock shall have the meaning given to it in the First Recital.

         Law shall mean any (a) administrative,  judicial,  legislative or other
action,  code,  consent  decree,  constitution,  decree,  directive,  enactment,
finding, guideline, law, injunction, interpretation, judgment, order, ordinance,
policy statement,  proclamation,  promulgation,  regulation,  requirement, rule,
rule of law, rule of public policy,  settlement  agreement,  statute, or writ or
any  Authority,  domestic  or  foreign;  (b) the common  law,  or other legal or
quasi-legal  precedent;  or (c)  arbitrator's,  mediator's  or referee's  award,
decision,  finding or recommendation;  including, in each such case or instance,
any interpretation,  directive,  guideline or request, whether or not having the
force of law including, in all cases, without limitation any particular section,
part or provision thereof.

         Lease  shall mean any lease of  property,  whether  real,  personal  or
mixed, and all amendments thereto.

         Legal Action shall mean, with respect to any Person,  any litigation or
legal   or   other   actions,   arbitrations,   counterclaims,   investigations,
proceedings,  requests for material  information  by or pursuant to the order of
any Authority or suits, at law or in arbitration,  equity or admiralty,  whether
or not purported to be brought on behalf of such Person affecting such Person or
any of such Person's business, property or assets.

         Lien shall mean any of the  following:  mortgage;  lien  (statutory  or
other);  preference,  priority  or  other  security  agreement,  arrangement  or
interest;  hypothecation,  pledge  or  other  deposit  arrangement;  assignment;
charge; levy; executory seizure; attachment; garnishment; encumbrance (including
any easement,  exception,  variance,  reservation or  limitation,  right of way,
zoning  restriction,  building or use  restriction,  and the like);  conditional
sale,  title  retention  or other  similar  agreement,  arrangement,  device  or
restriction;   preemptive  or  similar  right;  any  financing  lease  involving


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