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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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         (f) Neither Key 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 4.12  Employee Retirement Income Security Act of 1974.

         (a) Neither Key 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  4.12(a)  of the Key  Disclosure
Schedule.  As to all Plans and Benefit Arrangements listed in Section 4.12(a) of
the Key Disclosure Schedule:

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

                  (ii) all Plans  maintained or previously  maintained by Key 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 Key nor any  Subsidiary  has  otherwise
         engaged in any prohibited transaction;

                  (v)  there  have  been  no  acts  or  omissions  by Key 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 Key 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 Key's knowledge,  information 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 Key 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 Key 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;

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