Print Page  Close Window

SEC Filings

KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
Entire Document
                                  AMENDMENT NO. 1


                          AGREEMENT AND PLAN OF MERGER

         THIS AMENDMENT NO. 1 to AGREEMENT AND PLAN OF MERGER dated November 18,
1995 (the  "Agreement")  by and  between  Key  Energy  Group,  Inc.,  a Maryland
corporation ("Key") and WellTech,  Inc., a Delaware corporation  ("WellTech") is
made and entered into as of this 18th day of January, 1996.


         WHEREAS,  capitalized  terms used herein without  definition shall have
the meanings ascribed to them in the Agreement; and

         WHEREAS, the parties have determined that it is necessary and advisable
and in their mutual best interests to amend certain provisions of the Agreement.

         NOW THEREFORE,  in consideration of the premises,  the mutual covenants
and agreements herein contained and other good and valuable  consideration,  the
receipt and adequacy of which are hereby acknowledged, the parties hereto hereby
agree as follows:

         1. Section  4.15(a) of the  Agreement  is hereby  amended to delete the
period and add the following at the end of the final sentence thereof:

                  and except for the  issuance  of  warrants  to  purchase up to
                  75,000 shares of the common  stock,  $.10 par value per share,
                  of Key at $5.00  per  share to the  lender  providing  the New
                  Credit Facility.

         2. Section 6.8 of the Agreement is hereby amended as follows: