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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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         (c) From  the end of its most  recent  fiscal  year to the date  hereof
neither the Company  nor any  Subsidiary  has made any payment on account of any
Taxes except regular  payments  required in the ordinary course of business with
respect to current operations or property presently owned.

         (d) The  information  shown on the  Federal  Income Tax  Returns of the
Company and its Subsidiaries  (true,  accurate and complete copies of which have
been furnished by the Company to Key) is true,  accurate and complete and fairly
and accurately reflects the information purported to be shown. Federal and State
Income Tax Returns of the Company and its Subsidiaries have not been examined by
the  IRS or  applicable  state  Authority,  and  neither  the  Company  nor  any
Subsidiary  has been  notified of any proposed  examination,  except as shown in
Section 3.11(d) of the Company Disclosure Schedule.

         (e) Neither the Company or any Subsidiary is a party to any tax sharing
agreement or arrangement  except as set forth in Section  3.11(e) of the Company
Disclosure Schedule.

         (f) Neither the Company nor any Subsidiary is, or within five (5) years
of the date hereof has been, a "United States real property holding corporation"
as defined in Section 897 of the Code.

         SECTION 3.12  Employee Retirement Income Security Act of 1974.

         (a) Neither the Company nor any Subsidiary  (which for purposes of this
Section  shall  include any ERISA  Affiliate)  has been or is making at any time
since its  organization  any contribution to any Plans or has sponsored any Plan
or Benefit  Arrangement  except as set forth in Section  3.12(a) of the  Company
Disclosure Schedule.  As to all Plans and Benefit Arrangements listed in Section
3.12(a) of the Company Disclosure Schedule:

                  (i) all Plans and  Benefit  Arrangements  comply and have been
         administered  in form and in operation  with all  Applicable  Laws, and
         neither the Company nor any Subsidiary has received any notice from any
         Authority questioning or challenging such compliance;

                  (ii) all Plans  maintained  or  previously  maintained  by the
         Company or any  Subsidiary  that are or were  intended  to comply  with
         Sections  401 and 501 of the Code  comply and  complied  in form and in
         operation with all  applicable  requirements  of such sections,  and no
         event has occurred which will or could give rise to disqualification of
         any such Plan under such  sections or to a tax under Section 511 of the
         Code;

                  (iii) none of the assets of any Plan are  invested in employer
         securities or employer real property;

                  (iv)  there  have  been  no  "prohibited   transactions"   (as
         described  in Section  406 of ERISA or  Section  4975 of the Code) with
         respect to any Plan and  neither the  Company  nor any  Subsidiary  has
         otherwise engaged in any prohibited transaction;

                  (v) there have been no acts or omissions by the Company or any
         Subsidiary  which have  given rise to or may give rise to any  material
         fines,  penalties,  taxes or related  charges  under  Sections  502(c),
         502(i) or 4071 or ERISA or Chapter 43 of the Code for which the Company
         or any Subsidiary may be liable;

                  (vi)  there are no  Claims  (other  than  routine  claims  for
         benefits)  pending or threatened  involving such Plans or the assets of
         such Plans, and, to the Company's knowledge, information

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