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S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
Entire Document
 
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                  (x) neither Key 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 Key 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 Key to be incurred by Key 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 Key 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  4.12(a)(xiv)  of the Key
         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 Key nor any Subsidiary maintains any Plan that provides
         benefits  described in Section 3(1) of ERISA to any former employees or
         retirees of Key or any Subsidiary; and

                  (xv)  Key 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 Key to any actuary in connection with
         the  preparation  of any such  actuarial  valuation  report  was  true,
         accurate and complete in all material respects.

         (b) The execution,  delivery and  performance of this Agreement and the
Collateral  Documents  executed or required to be executed  pursuant  hereto and
thereto will not involve any prohibited  transaction within the meaning of ERISA
or Section 4975 of the Code.

         SECTION  4.13  Absence  of  Sensitive  Payments.  Neither  Key  or  any
Subsidiary nor, to Key's knowledge, information and belief, any of its or any of
their officers,  directors,  employees,  agents or other representatives has (a)
made any  contributions,  payments  or gifts  to or for the  private  use of any
governmental official, employee or agent where either the payment or the purpose
of such  contribution,  payment or gift is illegal  under the laws of the United
States or the  jurisdiction  in which made,  (b)  established  or maintained any
unrecorded fund or asset for any purpose or made any false or artificial entries
on its books,  or (c) made any  payments  to any person  with the  intention  or
understanding that any part of such payment was to be used for any purpose other
than that described in the documents supporting the payment.


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