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S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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                                    ARTICLE 7

                               CLOSING CONDITIONS

         SECTION  7.1  Conditions  to  Obligations  of Each  Party to Effect the
Merger.  The respective  obligations of each party to effect the Merger shall be
subject to the  satisfaction  at or prior to the Effective Time of the following
conditions,  any or all of which  may be  waived,  in  whole or in part,  to the
extent permitted by Applicable Law:

                  (a) This Agreement, the Merger and the Transactions shall have
         been approved and adopted in  accordance  with the DGCL and the MGCL by
         the  affirmative  vote or, to the extent  permitted  by Law, by written
         consent,  of the  stockholders  holding at least the minimum  number of
         shares of the Company  Stock and Key Stock then issued and  outstanding
         as are required by Applicable Law and the Company's  Organic  Documents
         and Key's Organic Documents,  as the case may be, for such approval and
         adoption;

                  (b) As of the Closing  Date,  no Legal Action shall be pending
         before or threatened by any  Authority  seeking to restrain,  prohibit,
         make illegal or delay  materially,  or seeking  material  damages or to
         impose any Adverse  conditions in connection  with, the consummation of
         the Merger and the Transactions,  or which is likely to have an Adverse
         Effect  on  Key  and  its  Subsidiaries   taken  as  a  whole  assuming
         consummation of the Merger;

                  (c) Other than the filing of merger  documents  in  accordance
         with the DGCL and the  MGCL,  all  authorizations,  consents,  waivers,
         orders  or  approvals  required  to  be  obtained,   and  all  filings,
         submissions, registrations, notices or declarations required to be made
         by Key and the Company prior to the  consummation of the Merger and the
         Transactions shall have been obtained from, and made with, all required
         Authorities, except for such authorizations, consents, waivers, orders,
         approvals, filings, registrations,  notices or declarations the failure
         to obtain or make would not, assuming  consummation of the Merger, have
         an Adverse Effect on Key and its Subsidiaries taken as a whole;

                  (d) Key and one or more banks or other financial  institutions
         shall have entered into the New Credit  Facility  substantially  on the
         terms and conditions described in Section 6.8, all Collateral Documents
         required  in  connection   therewith   shall  have  been  executed  and
         delivered,  and the  closings  with  respect  thereto  shall  have been
         authorized  by Key and  such  banks  or  other  financial  institutions
         subject to the consummation of the Merger;

                  (e) The  Registration  Statement  shall have become  effective
         under the Securities Act and no stop order suspending its effectiveness
         or any part thereof  shall have been issued and remain in effect and no
         proceedings for that purpose shall be pending or contemplated under the
         Securities Act; and

                  (f)  The  shares  of Key  Stock  constituting  a  part  of the
         Exchange Merger Consideration and the shares of Key Stock issuable upon
         exercise of the New Key Warrants  shall have been  approved for listing
         on the American Stock Exchange, subject to official notice of issuance.

         SECTION 7.2  Conditions to Obligations of Key. The obligation of Key to
effect  the  Merger  shall be  subject  to the  satisfaction  at or prior to the
Effective Time of the following  conditions,  any or all of which may be waived,
in whole or in part, to the extent permitted by Applicable Law:

                                      AI-47