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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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                  (ii) will result in or permit the  creation or  imposition  of
         any Lien upon any  property  now owned or leased by the  Company or any
         Subsidiary, or

                  (iii)  will   require  any   Governmental   Authorization   or
         Governmental  Filing  or  Private  Authorization,   except  for  filing
         requirements under Applicable Law in connection with the Merger and the
         Transactions.

         (d) The  Company  does not have any  Subsidiaries  other than those set
forth on Section 3.1(d) of the Company Disclosure Schedule, each of which is (i)
wholly-owned  unless noted otherwise in Section 3.1(d) of the Company Disclosure
Schedule,  (ii) a corporation  which is duly organized,  validly existing and in
good standing under the laws of the respective state of incorporation  set forth
opposite  its name on Section  3.1(d) of the Company  Disclosure  Schedule,  and
(iii) duly qualified and in good standing as a foreign corporation in each other
jurisdiction (as shown on Section 3.1(d) of the Company Disclosure  Schedule) in
which the  character of its property or the nature of its business or operations
requires  such  qualification  or  authorization,  with full power and authority
(corporate  and other) to carry on the  business  in which it is  engaged.  Each
Subsidiary  has in full  force and effect all  Governmental  Authorizations  and
Private  Authorizations  and has made all  Governmental  Filings,  to the extent
required  for such  ownership  and  lease of its  property  and  conduct  of its
business.  The Company owns all of the  outstanding  capital  stock (as shown in
Section 3.1(d) of the Company Disclosure Schedule) of each Subsidiary,  free and
clear of all Liens  (except to the  extent  set forth in  Section  3.1(d) of the
Company  Disclosure  Schedule),  and all such stock has been duly authorized and
validly  issued and is fully paid and  nonassessable.  There are no  outstanding
Option  Securities or Convertible  Securities,  or agreements or  understandings
with respect to any of the foregoing,  of any nature whatsoever  relating to the
authorized and unissued or outstanding capital stock of any Subsidiary.

         SECTION 3.2       Financial and Other Information.

         (a) The Company has heretofore furnished to Key copies of the financial
statements of the Company and its  Subsidiaries  listed in Section 3.2(a) of the
Company Disclosure  Schedule (the "Company Financial  Statements").  The Company
Financial  Statements,  including  in each  case the  notes  thereto,  have been
prepared in accordance  with GAAP applied on a consistent  basis  throughout the
periods  covered  thereby,  except as otherwise noted therein or as set forth in
Section  3.2(a) of the  Company  Disclosure  Schedule,  are true,  accurate  and
complete,  do not contain any untrue  statement of a material fact or, except as
set forth in Schedule 3.2(a) of the Company Disclosure Schedule, omit to state a
material  fact  required by GAAP to be stated  therein or  necessary in order to
make the statements  contained  therein not  misleading,  and fairly present the
financial   condition   and  results  of  operations  of  the  Company  and  its
Subsidiaries,  on the bases therein stated,  as of the respective dates thereof,
and for the respective periods covered thereby subject, in the case of unaudited
financial  statements,  to normal year-end audit  adjustments and accruals.  The
Company will,  within  fifteen (15) business days of the date hereof  supplement
Section  3.2(a) of the  Company  Disclosure  Schedule  so as to  include a true,
accurate  and  complete  description  of  the  business,  operations,  financial
condition,   properties,  prospects  and  management  of  the  Company  and  its
Subsidiaries  of the nature and in the detail  required by  Regulation  S-K with
respect to a registration  statement filed under the Securities Act on Form S-4.
Such supplement will not contain any information (i) required to be set forth in
any Section of the Company  Disclosure  Schedule or (ii) which Adversely Affects
the Company and its Subsidiaries taken as a whole, or the ability of the Company
to perform any of the  obligations set forth in this Agreement or any Collateral
Document  executed or required to be executed  pursuant  hereto or thereto or to
consummate the Merger and the  Transactions,  except to the extent  specifically
described in Section 3.3 of the Company Disclosure Schedule.

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