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EXHIBIT 99
AGREEMENT AMONG FILING PARTIES
THIS AGREEMENT is made and entered into on December 13, 1996, by and
among Xxxx Oil Company, a Delaware corporation, Xxxx Consolidated, Inc., a
Delaware corporation, RRH Corporation, a Delaware corporation, and Loyal Trust
No. 1, a Texas private trust (collectively referred to herein as the "Filing
Parties").
WHEREAS, Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of
1934 (the "Act"), requires that, when a Schedule 13D is filed on behalf of more
than one person, an agreement be executed and filed as an exhibit to the
Schedule 13D reflecting that the Schedule 13D is being filed on behalf of all
such persons:
NOW, THEREFORE, in consideration of the premises and the mutual
promises stated herein, the Filing Parties hereby agree as follows:
1. Each Filing Party agrees that a single Schedule 13D (and any
amendments thereto) shall be filed jointly on behalf of all the Filing Parties
with respect to the shares of common stock, $.10 par value per share, of Key
Energy Group, Inc., a Maryland corporation.
2. Each Filing Party acknowledges and agrees that, pursuant to
Rule 13d-1(f)(1) under the Act, each Filing Party individually is (i) eligible
to use the Schedule 13D and (ii) responsible for the timely filing of such
Schedule 13D and any amendments thereto and for the completeness and accuracy
of the information concerning such Filing Party contained in such Schedule 13D.
None of the Filing Parties, however, shall be responsible for the completeness
or accuracy of information concerning any other Filing Party contained in such
Schedule 13D, or any amendments thereto, unless such Filing Party knows or has
reason to believe that such information is incomplete or inaccurate.
3. This agreement shall not be assignable by any Filing Party.
Any assignment in violation of the foregoing shall be null and void.
4. This agreement shall terminate upon the written notice of
termination given by any Filing Party to the other Filing Parties.
5. This agreement may be executed in several counterparts, each
of which shall be deemed to be an original copy hereof.
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IN WITNESS WHEREOF, the undersigned hereby executed this Agreement
Among Filing Parties as of the date or dates indicated below.
Date: December 13, 1996 XXXX OIL COMPANY
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: President
Date: December 13, 1996 XXXX CONSOLIDATED, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President, General
Counsel and Secretary
Date: December 13, 1996 RRH CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President, General
Counsel and Secretary
LOYAL TRUST NO. 1
Date: December 13, 1996 By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Attorney-in-Fact
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