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SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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         o As of  the  Closing  Date,  there  shall  not  have  occurred  and be
continuing  any Adverse  Change  affecting Key and its  subsidiaries  taken as a
whole from that reflected in the most recent Key financial statements.

         Conditions to Obligations of Key. The  obligations of Key to effect the
transactions   contemplated   by  the  Merger   Agreement  are  subject  to  the
satisfaction,  on or prior to the Effective  Time, of the following  conditions,
among others:

         o The  representations  and  warranties  of WellTech  contained  in the
Merger  Agreement or in any other document  delivered  pursuant  thereto will be
true and correct in all material respects on and as of the Closing Date with the
same effect as if made on and as of the Closing  Date,  and  WellTech  will have
delivered to Key a certificate to that effect;

         o Each of the  obligations of WellTech to be performed on or before the
Closing Date pursuant to the terms of the Merger  Agreement  will have been duly
performed in all material  respects on or before the Closing Date,  and WellTech
will have delivered to Key a certificate to that effect;

         o Key will have received an opinion of Porter & Hedges, L.L.P., counsel
for  WellTech,  dated as of the Closing  Date,  with  respect to the matters set
forth in the Merger Agreement,  in form and substance reasonably satisfactory to
Key and its counsel;


         o Key shall have received a favorable  opinion,  dated the Closing Date
of Sullivan & Worcester  LLP,  its special tax  counsel,  to the effect that the
Merger Agreement  constitutes a plan of reorganization  within the provisions of
Section  368(a)(1)(A) of the Code and as to the Federal income tax  consequences
thereof to Key and Key's stockholders;


         o As of  the  Closing  Date,  there  shall  not  have  occurred  and be
continuing any Adverse Change affecting WellTech and its subsidiaries taken as a
whole from that reflected in the most recent WellTech financial statements;

         o Each officer and  director of WellTech  and each of its  subsidiaries
shall  have  submitted  his  unqualified  written  resignation,  dated as of the
Closing Date, from such position held;
and

         o The Interim  Operations  Agreement  shall have remained in full force
and effect at all times up to the  Effective  Time and WellTech  shall not be in
breach or default in any Adverse
respect.

Certain Covenants

         Certain  Rights with  Respect to Key's Board of  Directors.  The Merger
Agreement  provides that at the Effective  Time,  the WellTech  Nominees will be
designated as directors of Key.  WellTech has designated Kevin P. Collins and W.
Phillip Marcum as the WellTech Nominees;  however,  the Merger Agreement permits
WellTech to change the WellTech Nominees prior to the Merger.

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