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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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         and such other matters incident to the Merger and the Transactions as 
         the Company or its counsel may reasonably request;

                  (c) The representations,  warranties, covenants and agreements
         of Key contained in this  Agreement or otherwise  made in writing by it
         or on its behalf  pursuant  hereto or otherwise made in connection with
         the Transactions  shall be true and correct in all material respects at
         and as of the  Closing  Date with the same  force and  effect as though
         made on and as of such date  except  those  which speak as of a certain
         date  which  shall  continue  to be true and  correct  as of such  date
         (including  without  limitation  giving  effect to any  later  obtained
         knowledge,  information or belief of Key or the Company) on the Closing
         Date;  each and all of the agreements and conditions to be performed or
         satisfied  by Key  hereunder at or prior to the Closing Date shall have
         been duly  performed or satisfied  in all  material  respects;  and Key
         shall have  furnished  the  Company  with such  certificates  and other
         documents  evidencing  the truth of such  representations,  warranties,
         covenants and  agreements  and the  performance  of such  agreements or
         conditions  as  the  Company  or  its  counsel  shall  have  reasonably
         requested;

                  (d) The Company  shall have  received  from Key's  independent
         accountants,  a certificate  or letter,  dated the Closing Date, to the
         effect that, on the basis of a limited  review in  accordance  with the
         standards  for such reviews  promulgated  by the American  Institute of
         Certified  Public  Accountants as outlined in Statement of Standards of
         Accounting  and Review  Services  No. 1, they have no reason to believe
         that  the  unaudited  Key  Financial   Statements   set  forth  in  the
         Registration  Statement  were not prepared in accordance  with GAAP and
         practices  consistent  with those  followed in the  preparation  of the
         audited Key  Financial  Statements  so set forth,  or that any material
         modifications  of such unaudited Key Financial  Statements are required
         for a fair  presentation  of  the  financial  position  or  results  of
         operations  or changes in financial  position of Key or that during the
         period  from the last day  covered  by the most  recent  Key  Financial
         Statements set forth in the  Registration  Statement to a date not more
         than  five  (5) days  prior to the  Closing  Date,  there  has been any
         Adverse  Change in the financial  position or results of the operations
         of Key and its Subsidiaries  taken as a whole which is not described in
         the Registration Statement;

                  (e) Two (2)  additional  nominees  of the  Company  shall,  if
         proposed, have been elected as members of the Board of Directors of Key
         to hold office until the next annual meeting of stockholders of Key and
         until  their   respective   successors  shall  have  been  elected  and
         qualified, or the earlier resignation or removal of such nominees, as a
         consequence  of which the Board of  Directors  of Key shall  consist of
         three (3) nominees of the Company and five (5) other directors;

                  (f) All actions  taken by the  stockholders  of Key to approve
         and adopt this Agreement,  the Merger and the Transactions shall comply
         in all respects with and shall be legal,  valid,  binding,  enforceable
         and  effective  under the Law of the State of Maryland,  Key's  Organic
         Documents  and  all  Material  Agreements  to  which  it or  any of its
         Subsidiaries  is a party or by which it or any of them or any of its or
         any of their property or assets is bound;

                  (g) As of the  Closing  Date,  except  as set forth in the Key
         Disclosure  Schedule,  there shall not have  occurred and be continuing
         any Adverse Change affecting Key and its Subsidiaries  taken as a whole
         from those reflected in the most recent Key Financial Statements; and

                  (h)  The  Shelf  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

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