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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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conflicting of any provision with any  constitution or statute or rule of public
policy or for any other reason,  such circumstance  shall not have the effect of
rendering the provision or provisions in question invalid, inoperative,  illegal
or unenforceable in any other  jurisdiction or in any other case or circumstance
or of rendering any other  provision or  provisions  herein  contained  invalid,
inoperative,  illegal or  unenforceable to the extent that such other provisions
are not themselves actually in conflict with such constitution,  statute or rule
of public policy, but this Agreement shall be reformed and construed in any such
jurisdiction or case as if such invalid,  inoperative,  illegal or unenforceable
provision had never been contained herein and such provision reformed so that it
would be valid,  operative and  enforceable to the maximum  extent  permitted in
such jurisdiction or in such case.  Notwithstanding the foregoing,  in the event
of any such  determination  the  effect of which is to Affect  Adversely  either
party,  the parties shall negotiate in good faith to modify this Agreement so as
to effect the  original  intent of the  parties as  closely as  possible  to the
fullest extent  permitted by Applicable  Law in an acceptable  manner to the end
that the  Transactions  are  fulfilled  and  consummated  to the maximum  extent
possible.

         SECTION 9.5  Counterparts.  This  Agreement  may be executed in several
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same  instrument,  binding upon all of the
parties. In pleading or proving any provision of this Agreement, it shall not be
necessary to produce more than one of such counterparts.

         SECTION 9.6 Section Headings.  The headings contained in this Agreement
are for  reference  purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.

         SECTION 9.7 Governing Law. The validity,  interpretation,  construction
and  performance  of this  Agreement  shall be  governed  by, and  construed  in
accordance  with,  the  applicable  laws of the United States of America and the
laws of The  Commonwealth  of  Massachusetts  applicable  to contracts  made and
performed in such State and, in any event,  without  giving effect to any choice
or  conflict  of laws  provision  or rule that would  cause the  application  of
domestic  substantive laws of any other jurisdiction,  except to the extent that
the DGCL or the MGCL apply to the Merger.

         SECTION 9.8 Further Acts.  Each party agrees that at any time, and from
time to time, before and after the consummation of the transactions contemplated
by this  Agreement,  it will do all such things and execute and deliver all such
Collateral  Documents  and other  assurances,  as any other party or its counsel
reasonably  deems  necessary  or  desirable  in order to carry out the terms and
conditions of this  Agreement  and the  transactions  contemplated  hereby or to
facilitate  the enjoyment of any of the rights  created  hereby or to be created
hereunder.

         SECTION 9.9 Entire Agreement. This Agreement (together with the Company
Disclosure  Schedule,  the Key  Disclosure  Schedule  and the  other  Collateral
Documents delivered in connection herewith), constitutes the entire agreement of
the parties and supersede all prior  agreements and  undertakings,  both written
and oral,  between  the  parties,  with  respect to the subject  matter  hereof,
including  without  limitation  that certain letter of intent,  dated August 29,
1995, between the parties.

         SECTION  9.10  Assignment.  This  Agreement  shall not be  assigned  by
operation of law or otherwise  and any  purported  assignment  shall be null and
void.

         SECTION 9.11 Parties in Interest.  This Agreement shall be binding upon
and inure  solely to the benefit of each party,  and nothing in this  Agreement,
express or implied (other than the  provisions of Section 6.4, which  provisions


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