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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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         Other Filings shall have the meaning given to it in Section 5.1(c).

         Other Transaction shall have the meaning given to it in Section 6.6(c).

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

         PBGC shall mean the Pension Benefit Guaranty Corporation and any Entity
succeeding to any or all of its functions under ERISA.

         Person shall mean any natural individual or any Entity.

         Plan shall mean, with respect to the Company and at a particular  time,
any employee  benefit plan which is covered by ERISA and in respect of which the
Company or an ERISA Affiliate is (or, if such plan were terminated at such time,
would under  Section 4069 of ERISA be deemed to be) an  "employer" as defined in
Section 3(5) of ERISA.

         Private Authorizations shall mean all approvals, concessions, consents,
franchises,  licenses,  permits,  and other authorizations of all Persons (other
than Authorities) including without limitation those with respect to copyrights,
computer software programs,  patents,  service marks,  trademarks,  trade names,
technology and know-how.

         Registration Rights Agreement shall have the meaning given to it in the
Fourth Recital.

         Registration  Statement  shall have the meaning  given to it in Section
5.1(a).

         Representatives shall have the meaning given to it in Section 6.1(a).

         SEC shall mean the United States Securities and Exchange Commission, or
any successor Authority.

         SEC Filings shall have the meaning given to it in Section 5.1(e).

         Securities Act shall mean the Securities Act of 1933, 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.

         Shelf  Registration  Statement  shall mean the  registration  statement
(including the prospectus or preliminary  prospectus included therein),  and all
amendments  thereof  (including  post-effective  amendments),  filed  under  the
Securities Act pursuant to the provisions of Section 5.1(d).

         Subsidiary shall mean, with respect to a Person,  any Entity a majority
of the capital stock  ordinarily  entitled to vote for the election of directors
of which,  or if no such voting stock is  outstanding,  a majority of the equity
interests of which, is owned directly or indirectly, legally or beneficially, by
such Person or any other Person controlled by such Person.

         Surviving Corporation shall have the meaning given to it in Section 1.1


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