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S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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         SECTION 3.16 Employment Arrangements.

         (a)  Neither  the  Company nor any  Subsidiary  has any  obligation  or
liability,  contingent or other,  under any Employment  Arrangement,  other than
those listed or described in Section 3.16(a) of the Company Disclosure Schedule.
Except as described in Section 3.16(a) of the Company Disclosure  Schedule,  (i)
none of the  employees  of the  Company  or any  Subsidiary  is now,  or, to the
Company's knowledge,  information and belief, during the past five (5) years has
been,  represented  by any labor union or other employee  collective  bargaining
organization, or are now, or, to the Company's knowledge, information and belief
during  the  past  five (5)  years  have  been,  parties  to any  labor or other
collective bargaining agreement, (ii) there are no pending grievances,  disputes
or controversies  with any union or any other employee or collective  bargaining
organization  of such  employees,  or  threats of  strikes,  work  stoppages  or
slowdowns or any pending demands for collective bargaining by any union or other
such organization,  and (iii) neither the Company or any Subsidiaries nor any of
their employees is now, or, to the Company's knowledge,  information and belief,
during the past five (5) years has been,  subject to or  involved  in or, to the
Company's  knowledge,   information  and  belief,  threatened  with,  any  union
elections, petitions therefore or other organizational or recruiting activities.
The Company and each Subsidiary  have performed all  obligations  required to be
performed under all Employment  Arrangements  and are not in breach or violation
of or in default or arrears  under any of the terms,  provisions  or  conditions
thereof. Section 3.16(a) of the Company Disclosure Schedule sets forth the basis
of funding,  and the current status of, any past service  liability with respect
to each Employment Arrangement to which the same is applicable.

         (b) Except as set forth on Schedule  3.16(b),  no employee shall accrue
or receive  additional  benefits,  service or accelerated  rights to payments of
benefits  under any Employment  Arrangement,  including the right to receive any
parachute payment, as defined in Section 280G of the Code, or become entitled to
severance,  termination  allowance or similar payments as a result,  directly or
indirectly, of the transactions contemplated by this Agreement.

         (c)  The  Company   considers   its  and  each  of  its   Subsidiaries'
relationships with employees to be good.

         SECTION 3.17 Material Agreements.

         (a) Listed on Section  3.17(a) of the Company  Disclosure  Schedule are
all Material  Agreements  relating to the ownership or operation of the business
and property of the Company or any of its Subsidiaries presently held or used by
the  Company  or any  such  Subsidiary  or to  which  the  Company  or any  such
Subsidiary is a party or to which it or any of its property is subject or bound.
True,  accurate and complete copies of each of the Material Agreements have been
furnished by the Company to Key (or true,  accurate  and  complete  descriptions
thereof  have  been set  forth in  Section  3.17(a)  of the  Company  Disclosure
Schedule,  if any  such  Material  Agreements  are  oral).  All of the  Material
Agreements are valid, binding and legally enforceable obligations of the parties
thereto,  and the Company or one of its  Subsidiaries  is validly  and  lawfully
operating  its  business  and owning  its  property  under each of the  Material
Agreements.  The Company and each  Subsidiary have duly complied with all of the
terms and conditions of each Material  Agreement and have not done or performed,
or  failed to do or  perform  (and  there is no  pending  or, to the  knowledge,
information and belief of the Company,  threatened Claim that the Company or any
Subsidiary  has not so complied,  done and  performed or fail to do and perform)
any act which would invalidate or provide grounds for the other party thereto to
terminate  (with or  without  notice,  passage  of time or both)  such  Material
Agreement  or impair the  rights or  benefits,  or  increase  the costs,  of the
Company or any Subsidiary, under any of the Material Agreements.

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