Garcia Francisco A – ‘SC 13D/A’ on 5/31/96 re: Key Energy Services Inc – EX-3

As of:  Friday, 5/31/96   ·   Accession #:  318996-96-11   ·   File #:  5-34118

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           3±    13K 
                          Ownership                                              
 2: EX-1        Underwriting Agreement                                 1      6K 
 3: EX-3        Articles of Incorporation/Organization or By-Laws      2±     9K 

EX-3   —   Articles of Incorporation/Organization or By-Laws

EXHIBIT 3                                                                       

AMENDMENT NO. 1         
to          
REGISTRATION RIGHTS AGREEMENT         

THIS AMENDMENT NO. 1 dated April 1996 to REGISTRATION RIGHTS AGREEMENT dated    
as of March 28, 1996 (the "Agreement") by and among Key Energy Group, Inc.,     
a Maryland corporation ("Key"), and each of the other persons executing a       
signature page hereto (the "Holders").                                          

WITNESSETH:                                                                     

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

    WHEREAS, the parties hereto 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 hereby     
agree to amend the Agreement as follows:                                      

        1.    The definition of "Common Shares" in Section 1 of the Agreement is
amended by substituting "4,560,463" for "3,697,495" in the first line   
thereof.                                                                

2.     The definition of "Warrants" in Section 1 of the Agreement is amended  
by substituting "569,642" for "469,551" in the first line thereof.      

        3.  The persons executing this Agreement as New Holders on the signature
pages hereto shall become parties to the Agreement as of the date       
hereof and shall be deemed to be Holders for all purposes of the        
Agreement.                                                              

4.     Except as specifically amended hereby, the Agreement is hereby         
ratified and affirmed in its entirety.                                  

     IN WITNESS WHEREOF, Key and the other parties hereto have caused this
Amendment No. 1 to Registration Rights Agreement to be executed as of   
the date first written above by their respective officers thereunto duly
authorized.                                                             

                                                          KEY ENERGY GROUP, INC.

                                                       By: Name: Francis D. John

                                                                Title: President

                                                            NEW HOLDERS:

                                                                W. Philip Marcum

                                                                Kevin P. Collins

                                                             Douglas B. Thompson

                                                              George Konomos

                                                          NEPTUNE 1989C OFFSHORE
                                                               INVESTORS LIMITED

                                                   By:
                                                       Name: Francisco A. Garcia
                                                        Title: Rep. of Inv. Mgr.

                                                     NEPTUNE PARTNERS-1989A,L.P.

                                                   By: Name: Francisco A. Garcia
                                                             Title: Rep. of G.P.

NEPTUNE 1989 INVESTORS                                          
                                                       LIMITED

                                                   By: Name: Francisco A. Garcia
                                                        Title: Rep. of Inv. Mgr.

                                                          CUDD & CO.

                                                                By:        Name:
                                                      Title:

                                                               ORIGINAL HOLDERS:

[signature pages attached]      

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing		Date		Other Filings
Filed on:		5/31/96
		3/28/96		8-K,  S-3/A
				List all Filings