0001047469-03-011359 Sample Contracts

Key Energy Services, Inc. Two Tower Center, 20th Floor East Brunswick, New Jersey 08816 February 5, 2001
Employment Agreement • March 31st, 2003 • Key Energy Services Inc • Drilling oil & gas wells

Key Energy Services, Inc., a Maryland corporation (the "Company"), with its principal offices at the address set forth above, and you, an individual with your address set forth above agree as follows:

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Key Energy Services, Inc. Two Tower Center, 20th Floor East Brunswick, New Jersey 08816 As of April 1, 1999
Employment Agreement • March 31st, 2003 • Key Energy Services Inc • Drilling oil & gas wells

Key Energy Services, Inc., a Maryland corporation formerly known as Key Energy Group, Inc. (the "Company"), with its principal offices at the address set forth above, and you, an individual with your address set forth above, agree as follows:

FIRST AMENDMENT TO CREDIT AGREEMENT (TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT)
Credit Agreement • March 31st, 2003 • Key Energy Services Inc • Drilling oil & gas wells • Pennsylvania

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "First Amendment") is dated as of December 20, 2002 and is made by and among KEY ENERGY SERVICES, INC., a Maryland corporation (the "Borrower"), each of the GUARANTORS (as defined in the Credit Agreement), the LENDERS (as defined in the Credit Agreement), PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (the "Administrative Agent"), PNC CAPITAL MARKETS, INC., and WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION, as the Co-Lead Arrangers, and CREDIT LYONNAIS NEW YORK BRANCH, LEHMAN COMMERCIAL PAPER, INC. and ROYAL BANK OF CANADA, as the Co-Documentation Agents.

SECOND AMENDMENT TO PLAN AND AGREEMENT OF MERGER
Plan and Agreement of Merger • March 31st, 2003 • Key Energy Services Inc • Drilling oil & gas wells

THIS SECOND AMENDMENT TO PLAN AND AGREEMENT OF MERGER (this "Agreement") is entered into as of July 17, 2002 among Key Energy Services, Inc., a Maryland corporation ("Key"); Key Merger Sub, Inc., a Texas corporation and a wholly-owned subsidiary of Key ("Merger Sub"); and Q Services, Inc., a Texas corporation ("QSI"). Capitalized terms not otherwise defined herein shall have the meanings given them in the Plan and Agreement of Merger, dated as of May 13, 2002 among Key, Merger Sub and QSI, as amended by the First Amendment to Plan and Agreement of Merger dated as of May 30, 2002 among Key, Merger Sub and QSI (as amended, the "Merger Agreement").

THIRD AMENDMENT TO PLAN AND AGREEMENT OF MERGER
Plan and Agreement of Merger • March 31st, 2003 • Key Energy Services Inc • Drilling oil & gas wells

THIS THIRD AMENDMENT TO PLAN AND AGREEMENT OF MERGER (this "Agreement") is entered into as of July 18, 2002 among Key Energy Services, Inc., a Maryland corporation ("Key"); Key Merger Sub, Inc., a Texas corporation and a wholly-owned subsidiary of Key ("Merger Sub"); and Q Services, Inc., a Texas corporation ("QSI"). Capitalized terms not otherwise defined herein shall have the meanings given them in the Plan and Agreement of Merger, dated as of May 13, 2002 among Key, Merger Sub and QSI, as amended by the First Amendment to Plan and Agreement of Merger dated as of May 30, 2002 among Key, Merger Sub and QSI, as further amended by the Second Amendment to Plan and Agreement of Merger dated as of July 17, 2002 among Key, Merger Sub and QSI (as amended, the "Merger Agreement").

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