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KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
Entire Document

(a) any change of control of WellTech or Key, (b) any merger or consolidation of
WellTech or Key, or any of their subsidiaries, regardless of whether WellTech or
Key (or any such subsidiary) is the surviving corporation,  (c) any tender offer
or exchange  offer for, or any  acquisitions  of, any  securities of WellTech or
Key, (d) any sale or other  disposition  of assets of WellTech or Key, or any of
their subsidiaries,  not otherwise permitted under the Merger Agreement,  or (e)
so long as the Merger  Agreement  remains in effect,  any issue or sale,  or any
agreement to issue or sell, any capital stock,  Convertible Securities or Option
Securities  by  WellTech  or  Key  not  otherwise  permitted  under  the  Merger

         If either party  terminates the Merger  Agreement  because of an "Other
Transaction"  proposal,  and if, prior to such termination or within nine months
thereafter, the terminating party consummates an Other Transaction,  it will pay
to the other party  $500,000,  which  amount is in  recognition  of, among other
things, the out-of-pocket costs and expenses of the other party, its reliance on
the  terminating  party's  fulfillment  of  its  obligations  under  the  Merger
Agreement,  the costs in delayed  opportunity to the other party and the benefit
to the terminating party.

Representations and Warranties

         The Merger Agreement contains various representations and warranties of
WellTech and Key. The representations and warranties will not survive beyond the
Closing Date. The  representations  of WellTech and Key are made with respect to
those companies and their  respective  subsidiaries and relate generally to: due
organization, qualification and authority; absence of violations of, among other
things, their respective charter documents, by-laws, certain contracts, and law;
required consents and approvals of governmental  authorities;  approval by their
respective  Boards of Directors  of the Merger  Agreement  and the  transactions
contemplated  thereby;  their capital  structures;  the accuracy of information,
including financial statements, contained in the Merger Agreement and this Proxy
Statement-Prospectus;  the absence of certain  material  changes or  undisclosed
liabilities;  compliance with applicable laws, including environmental laws, and
material agreements; taxes; litigation;  employee benefits; labor matters; title
to properties; and brokers and finders.


         The  Merger   Agreement   may  be  terminated   and  the   transactions
contemplated thereby,  including the Merger,  abandoned at any time prior to the
Effective Time as follows:

         (a)  by either Key or WellTech:

                  (i) if any  permanent  injunction,  decree or  judgment by any
         governmental  authority preventing the consummation of the Merger shall
         have become final and nonappealable; or

                  (ii) if the Merger and the transactions  contemplated  thereby
         have  not  been  consummated  prior to the  Termination  Date  (defined
         below); or