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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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         and  belief,  no facts  exist  which could give rise to any such Claims
         (other than routine claims for benefits);

                  (vii) no such Plan is  subject  to Title IV of  ERISA,  or, if
         subject,  there  have been no  "reportable  events"  (as  described  in
         Section 4043 of ERISA),  and no steps have been taken to terminate  any
         such Plan;

                  (viii) all group health Plans of the Company or any Subsidiary
         have  been   operated  in   compliance   with  the  group  health  plan
         continuation coverage requirements of COBRA;

                  (ix) actuarially  adequate  accruals for all obligations under
         the Plans are  reflected in the most recent  balance sheet forming part
         of the Company Financial  Statements and such obligations include a pro
         rata amount of the  contributions  which would otherwise have been made
         in accordance  with past practices for the Plan years which include the
         Closing Date;

                  (x)  neither the  Company  nor any  Subsidiary  nor any of its
         respective  directors,  officers,  employees or any other fiduciary has
         committed  any breach of fiduciary  responsibility  imposed by ERISA or
         any  similar  Applicable  Law that  would  subject  the  Company or any
         Subsidiary or any of its respective directors, officers or employees to
         liability under ERISA or any similar Applicable Law;

                  (xi) no Plan which is subject to Part 3 of Subtitle B of Title
         I of  ERISA or  Section  412 of the  Code  had an  accumulated  funding
         deficiency  (as  defined in Section 302 of ERISA and Section 412 of the
         Code),  whether or not  waived,  as of the last day of the most  recent
         fiscal  year of such Plan to which  Part 3 of  Subtitle B of Title I of
         ERISA  or  Section  412 of the  Code  applied,  nor  would  have had an
         accumulated funding deficiency on such date if such year were the first
         year of such Plan to which Part 3 of  Subtitle B of Title I of ERISA or
         Section 412 of the Code applied;

                  (xii)  no  material  liability  to the  PBGC  has  been  or is
         expected by the Company to be incurred by the Company or any Subsidiary
         with  respect  to any Plan,  and  there has been no event or  condition
         which presents a material risk of termination of any Plan by the PBGC;

                  (xiii)  neither the Company nor any  Subsidiary is or ever has
         been a party to any  Multiemployer  Plan or made  contributions  to any
         such Plan;

                  (xiv)  except  as set  forth in  Section  3.12(a)(xiv)  of the
         Company Disclosure Schedule (which entry, if applicable, shall indicate
         the present  value of  accumulated  plan  liabilities  calculated  in a
         manner  consistent  with FAS 106 and  actual  annual  expense  for such
         benefits  for each of the  last  two (2)  years)  and  pursuant  to the
         provisions of COBRA,  neither the Company nor any Subsidiary  maintains
         any Plan that provides  benefits  described in Section 3(1) of ERISA to
         any former employees or retirees of the Company or any Subsidiary; and

                  (xv) the Company has made  available  to Key a copy of the two
         most recently filed Federal Form 5500 series and accountant's  opinion,
         if  applicable,  for  each  Plan  (and the two  most  recent  actuarial
         valuation reports for each Plan, if any, that is subject to Title IV of
         ERISA),  and all information  provided by the Company to any actuary in
         connection with the preparation of any such actuarial  valuation report
         was true, accurate and complete in all material respects.


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