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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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parachute payment, as defined in Section 280G of the Code, or become entitled to
severance,  termination  allowance or similar payments as a result,  directly or
indirectly, of the transactions contemplated by this Agreement.

         (c) Key considers its and each of its Subsidiaries'  relationships with
employees to be good.

         SECTION 4.17 Material Agreements.

         (a) Listed on Section  4.17(a) of the Key  Disclosure  Schedule are all
Material  Agreements  relating to the ownership or operation of the business and
property of Key or any of its Subsidiaries  presently held or used by Key or any
Subsidiary  or to which Key or any such  Subsidiary is a party or to which it or
any of its property is subject or bound.  True,  accurate and complete copies of
each of the Material  Agreements  have been  furnished by Key to the Company (or
true, accurate and complete  descriptions thereof have been set forth in Section
4.17(a) of the Key  Disclosure  Schedule,  if any such Material  Agreements  are
oral). All of the Material Agreements are valid, binding and legally enforceable
obligations  of the  parties  thereto,  and  Key or one of its  Subsidiaries  is
validly and lawfully  operating its business and owning its property  under each
of the Material Agreements.  Key and each Subsidiary have duly complied with all
of the terms and  conditions  of each  Material  Agreement  and have not done or
performed,  or failed  to do or  perform  (and  there is no  pending  or, to the
knowledge,  information  and  belief of Key,  threatened  Claim  that Key or any
Subsidiary  has not so complied,  done and  performed or fail to do and perform)
any act which would invalidate or provide grounds for the other party thereto to
terminate  (with or  without  notice,  passage  of time or both)  such  Material
Agreement or impair the rights or benefits, or increase the costs, of Key or any
Subsidiary, under any of the Material Agreements.

         (b) Each Material  Agreement,  if any, set forth in Section  4.17(a) of
the Key Disclosure  Schedule calling for the delivery of goods or merchandise or
the  performance  of services can be satisfied or performed by Key or one of its
Subsidiaries at margins  providing an operating  profit,  except as set forth in
Section 4.17(b) of the Key Disclosure Schedule.  No Material Agreement calls for
the  delivery  of goods or  merchandise  in which Key or any  Subsidiary  has an
interest.

         SECTION 4.18 Ordinary  Course of Business.  Each of Key and each of its
Subsidiaries,  from the end of its most recent  fiscal year to the date  hereof,
and until the Closing  Date,  except (i) as may be  described on Section 4.18 of
the Key Disclosure  Schedule,  (ii) as may be required expressly by the terms of
this Agreement,  (iii) as are reflected in Key Financial Statements,  or (iv) as
may be consented  to by the Company,  which  consent  shall not be  unreasonably
withheld, conditioned or delayed:

                  (a) has operated,  and will continue to operate,  its business
         in the normal,  usual and customary  manner in the ordinary and regular
         course of business, consistent with prior practice;

                  (b) has not sold or  otherwise  disposed of or  contracted  to
         sell or otherwise dispose of, and will not sell or otherwise dispose of
         or contract to sell or otherwise  dispose of, any of its  properties or
         assets, other than in the ordinary course of business;

                  (c)  except in each case in the ordinary course of business,

                           (i)  has not incurred and will not incur any 
                  obligations or liabilities (fixed, contingent or other);

                           (ii)  has not entered and will not enter into any
                  commitments; and


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