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SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
Entire Document
 
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substantially  the same economic  effect as any of the foregoing;  the filing of
any financing  statement under the Uniform  Commercial Code or comparable law of
any  jurisdiction;  restriction on sale,  transfer,  assignment,  disposition or
other alienation; or any option, equity, claim or right of or obligation to, any
other Person, of whatever kind and character.

         Margin  Rules  shall  mean  Regulations  G, T, U or X of the  Board  of
Governors of the Federal Reserve System, 12 C.F.R., parts 207, 220, 221 and 224,
as now in effect.

         material or  materiality  for the  purposes of this  Agreement,  shall,
unless specifically stated to the contrary,  be determined without regard to the
fact  that  various  provisions  of this  Agreement  set forth  specific  dollar
amounts.

         Material  Agreement or Material  Commitment shall mean, with respect to
any Person,  any  Contractual  Obligation  which (a) was not entered into in the
ordinary  course of business,  (b) was entered  into in the  ordinary  course of
business  which (i) involved the purchase,  sale or lease of goods or materials,
or purchase of services,  aggregating more than Fifty Thousand Dollars ($50,000)
during any of the last three fiscal years,  (ii) extends for more than three (3)
months,  or (iii) is not  terminable on thirty (30) days or less notice  without
penalty or other payment, (c) involves  Indebtedness for Money Borrowed,  (d) is
or otherwise  constitutes a written agency,  dealer,  license,  distributorship,
sales  representative  or similar written  agreement,  or (e) accounted for more
than three  percent (3%) of revenues in any of the last three fiscal years or is
likely to  account  for more than  three  percent  (3%) of  revenues  during the
current fiscal year.

         MGCL shall have the meaning given to it in the First Recital.

         Merger shall have the meaning given to it in the First Recital.

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

         Multiemployer  Plan shall mean a Plan which is a  "multiemployer  plan"
within the meaning of Section 4001(a)3 of ERISA.

         New Debt Facility shall have the meaning given to it in Section 6.8.

         New Debt  Facility  Documents  shall  have the  meaning  given to it in
Section 6.8.

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

         Option  Securities  shall mean all rights,  options and  warrants,  and
calls or  commitments  evidencing  the right,  to  subscribe  for,  purchase  or
otherwise acquire shares of capital stock or Convertible Securities,  whether or
not the right to subscribe  for,  purchase or otherwise  acquire is  immediately
exercisable  or is  conditioned  upon the  passage of time,  the  occurrence  or
non-occurrence or the existence or non-existence of some other Event.

         Organic  Document  shall  mean,  with  respect  to a Person  which is a
corporation,  its charter,  its by-laws and all stockholder  agreements,  voting
trusts and similar arrangements applicable to any of its capital stock and, with
respect to a Person which is a  partnership,  its agreement and  certificate  of
partnership,  any  agreements  among  partners,  and any  management and similar
agreements  between the partnership  and any general  partners (or any Affiliate
thereof).

                                      AI-67