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SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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                  executed  pursuant  hereto or  thereto  or to  consummate  the
                  Merger and the Transactions, except as such enforceability may
                  be   subject   to    bankruptcy,    moratorium,    insolvency,
                  reorganization, arrangement and other similar laws relating to
                  or  affecting  the  rights of  creditors  and to the effect of
                  general principles of equity;

                           (ix) The execution and delivery of this Agreement and
                  the Collateral  Documents  executed or required to be executed
                  pursuant hereto or thereto or to consummate the Merger and the
                  Transactions  by the Company do not,  and the  performance  of
                  this Agreement and such  Collateral  Documents by it will not,
                  (A)  conflict  with or violate  the Organic  Documents  of the
                  Company or any  Subsidiary,  (B) conflict  with or violate any
                  Applicable  Law, or (C) to counsel's  knowledge,  constitute a
                  default under, result in the loss of a material benefit under,
                  or  give  to  others  any  right  of  termination,  amendment,
                  acceleration, increased payments or cancellation of, or result
                  in the  creation  of a Lien on any  property  or  asset of the
                  Company or any Subsidiary  pursuant to, any Material Agreement
                  to which the Company or any  Subsidiary is a party or by which
                  the Company or any  Subsidiary or any property or asset of the
                  Company or any Subsidiary is bound or affected;

                           (x) No consents  from or filings  with any  Authority
                  (other than filings of a Certificate of Merger and Articles of
                  Merger)  are  required  by  the  Company  for  its  execution,
                  delivery and  performance of this Agreement and the Collateral
                  Documents  executed or required to be executed pursuant hereto
                  or thereto or to  consummate  the Merger and the  Transactions
                  and its consummation of the Merger and the Transactions;

                           (xi)  Effectiveness  of the  Merger  upon  making  of
                  required  filings  with  Secretaries  of State of Delaware and
                  Maryland;

                           (xii) To the knowledge of counsel, absence of pending
                  or threatened material Legal Action;

                           (xiii) The  information  provided  by the Company for
                  use in the Registration  Statement and the Shelf  Registration
                  Statement; and

                           (xiv)  Nonapplicability of Section 203 of the DGCL;

         and such other matters  incident to the Merger and the  Transactions as
         Key or its counsel may  request or which may be  requested  by any such
         bank or financial institution or their respective counsel;

                  (c) Key shall have  received a  favorable  opinion,  dated the
         Closing  Date of Sullivan & Worcester,  its tax counsel,  to the effect
         that this  Agreement  constitutes a plan of  reorganization  within the
         provisions  of  Section   368(a)(1)(A)  of  the  Code  and  as  to  the
         consequences  thereof to Key and its stockholders  and the Company.  In
         order to enable such firm to render such opinion,  the  stockholders of
         the Company, by approving this Agreement,  agree to execute and deliver
         to Key and such  counsel  agreements,  in form,  scope  and  substance,
         reasonably  satisfactory to Key and such counsel, with respect to their
         intentions  as to  disposition,  to assure the  continuity of ownership
         requirements  of  Section  368(a)(1)(A)  of the  Code  and the  related
         regulations promulgated thereunder;


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