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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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         (c) With respect to matters, if any, of a nature referred to in Section
4.7(a)  or  4.7(b)  of  the  Key  Disclosure   Schedule,   except  as  otherwise
specifically  described in Section  4.7(c) of the Key Disclosure  Schedule,  all
such  information  and  matters  set forth in the Key  Disclosure  Schedule,  if
adversely determined against Key or any Subsidiary,  will not, in the aggregate,
Adversely  Affect Key and its  Subsidiaries  taken as a whole, or the ability of
Key to perform its obligations under this Agreement or any Collateral  Documents
executed or required to be executed  pursuant hereto or thereto or to consummate
the Merger and the Transactions.

         SECTION 4.8 Intangible Assets.

         (a) Each of Key and each  Subsidiary owns or possesses or otherwise has
the right to use all Governmental  Authorizations  and other  Intangible  Assets
necessary for the present and planned  future  conduct of its business,  without
any conflict with the rights of others.  The present and planned  future conduct
of business by Key and each Subsidiary is not dependent upon any one or more, or
all, of such Governmental  Authorizations  and other Intangible Assets or rights
with respect to any of the  foregoing,  except as set forth on Section 4.8(a) of
the Key Disclosure Schedule.

         (b) Section  4.8(b) of the Key  Disclosure  Schedule sets forth a true,
accurate and complete description of all of such Governmental Authorizations and
other  Intangible  Assets or rights  with  respect  thereto,  including  without
limitation  the nature of Key's and each  Subsidiary's  interest in each and the
extent to which the same have been duly  registered  in the offices as indicated
therein.

         SECTION 4.9  Related  Transactions.  Section 4.9 of the Key  Disclosure
Schedule sets forth a true, accurate and complete description of any Contractual
Obligation or transaction  between Key or any of its Subsidiaries and any of its
officers,  directors,  employees,  stockholders, or any Affiliate of any thereof
(other than  reasonable  compensation  for services as officers,  directors  and
employees),  now existing or which, to Key's knowledge,  information and belief,
at any time  during  the past three (3) years,  existed or  occurred,  including
without  limitation  any  providing  for the  furnishing  of  services to or by,
providing  for rental of  property,  real,  personal  or mixed,  to or from,  or
providing  for the  lending  or  borrowing  of  money  to or  from or  otherwise
requiring payments to or from, any officer,  director,  stockholder or employee,
or  any  Affiliate  of  any  thereof.  All  such  Contractual   Obligations  and
transactions are and, to Key's knowledge,  information and belief, were on terms
and conditions no less favorable to Key or any of its Subsidiaries than would be
customary  for such  between  Persons who are not  Affiliates  or upon terms and
conditions  on which  similar  Contractual  Obligations  and  transactions  with
Persons who are not  Affiliates  could fairly and  reasonably  be expected to be
entered into, except as otherwise  specifically described in Schedule 4.9 of the
Key Disclosure Schedule.

         SECTION 4.10  Insurance.

         (a)  Section  4.10(a)  of the  Key  Disclosure  Schedule  includes  the
insurers' names,  policy numbers,  expiration  dates,  amounts of coverage,  the
annual  premiums,  Best  policy  holder's  and  financial  size  ratings  of the
insurers,  exclusions,  deductibles and self-insured  retention and describes in
reasonable detail any  retrospective  rating plan,  fronting  arrangement or any
other  self-insurance  or risk assumption  agreed to by Key or any Subsidiary or
imposed  upon  Key or any  Subsidiary  by any  such  insurers,  as  well  as any
self-insurance program that is in effect.

         (b) Neither Key nor any  Subsidiary  is in breach or violation of or in
default under any such policy,  and all premiums due thereon have been paid, and
each such policy will continue to be in force and effect up to and including the
Closing Date. The insurance policies so listed and identified are

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