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S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
Entire Document
 
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Subsidiary  in  favor  of the  adoption  and  approval  of the  Merger  and  the
Transactions  unless the Company's Board of Directors  determines that voting in
favor of the  approval  of the Merger and the  Transactions  would  violate  its
fiduciary duties to the Company's stockholders.


                                    ARTICLE 6

                              ADDITIONAL COVENANTS

         SECTION 6.1 Access to Information; Confidentiality.

         (a) Each of the parties shall afford to the other and its  accountants,
counsel,  financial advisors and other  representatives (the  "Representatives")
full access  during normal  business  hours  throughout  the period prior to the
Effective  Time  to  all of  its  (and  its  Subsidiaries')  properties,  books,
contracts,  commitments and records  (including  without limitation Tax Returns)
and, during such period,  shall furnish promptly upon request (i) a copy of each
report, schedule and other document filed or received by any of them pursuant to
the requirements of any Applicable Law (including  without limitation federal or
state  securities laws) or filed by any of them with any Authority in connection
with the  Transactions or which may have a material  effect on their  respective
businesses,  operations, properties, prospects, personnel, condition, (financial
or other),  or  results of  operations,  (ii) to the  extent  not  provided  for
pursuant to the preceding clause, (A) all financial records, ledgers, workpapers
and other sources of financial information possessed or controlled by such party
or its accountants deemed by the other party or its Representatives necessary or
useful for the purpose of performing an audit of such party and its Subsidiaries
and certifying financial statements and financial information, and (B) all other
information  relating to such party and its Subsidiaries that the other party or
its Representatives  requires,  in either case for inclusion in or in support of
the Registration Statement or the Shelf Registration  Statement,  and (iii) such
other  information  concerning  any of  the  foregoing  as  either  party  shall
reasonably request. All non-public  information furnished by either party to any
other party  pursuant to the  provisions of this  Agreement,  including  without
limitation this Section,  will be kept  confidential  and shall not, without the
prior written consent of the party disclosing such information,  be disclosed by
in any  manner  whatsoever,  in whole or in part,  and shall not be used for any
purposes,  other than in connection with the Merger and the Transactions.  In no
event shall either party or any of its  Representatives  use such information to
the detriment of the party  disclosing  such  information.  Each party agrees to
reveal such  information only to those of its  Representatives  who need to know
such  the  information  for  the  purpose  of  evaluating  the  Merger  and  the
Transactions,  who are informed of the  confidential  nature of such information
and who shall  undertake  in writing  (a copy of which,  if  requested,  will be
furnished  to the  disclosing  party)  to act in  accordance  with the terms and
conditions of this Agreement.

         (b) Subject to the terms and conditions of Section 6.1(a),  Key and the
Company may disclose such  information  as may be necessary in  connection  with
seeking  all  Governmental  and  Private  Authorizations  or that is required by
Applicable  Law to be disclosed.  In the event that this Agreement is terminated
in accordance with its terms, Key and the Company shall each promptly  redeliver
all non-public  written material  provided pursuant to this Section or any other
provision of this  Agreement or otherwise in connection  with the Merger and the
Transactions and shall not retain any copies, extracts or other reproductions in
whole or in part of such  written  material  other than one copy  thereof  which
shall be delivered to independent counsel for such party.

         (c) No  investigation  pursuant to this Section 6.1 or otherwise  shall
affect any  representation  or warranty in this Agreement of either party or any
condition to the obligations of the parties hereto.


                                      AI-42