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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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forming part of the Company Financial Statements, or owned by the Company or any
of its  Subsidiaries  for use in its  business  if not so  reflected,  and  good
indefeasible  and  merchantable   title  to  all  other  assets,   tangible  and
intangible,  reflected on such balance sheet,  or owned by the Company or any of
its  Subsidiaries  for use in its business if not so reflected,  or purported to
have been  acquired by the Company or any of its  Subsidiaries  since such date,
except  inventory  sold,  or  property,  plant  and other  equipment  used up or
retired,  since  such  date,  in each case in the  ordinary  course of  business
consistent  with past  practice of the Company  and its  Subsidiaries,  free and
clear  of all  Liens,  except  (i)  Liens  reflected  in the  Company  Financial
Statements,  (ii) Liens for current  taxes not yet due and payable,  (iii) Liens
set forth on Section 3.5(a) of the Company  Disclosure  Schedule,  and (iv) such
imperfections of title, easements, encumbrances and mortgages or other Liens, if
any, as are not,  individually  or in the  aggregate,  substantial in character,
amount or extent and do not materially detract from the value, or interfere with
the present  use,  of the  property  subject  thereto or  affected  thereby,  or
otherwise materially impair business operations. Except for financing statements
evidencing  Liens  referred to in the preceding  sentence (a true,  accurate and
complete  list and  description  of which is set forth in Section  3.5(a) of the
Company  Disclosure  Schedule),   no  financing  statements  under  the  Uniform
Commercial  Code and no other  filing  which  names  the  Company  or any of its
Subsidiaries  as debtor or which covers or purports to cover any of the property
of the  Company  or any of its  Subsidiaries  is on file in any  state  or other
jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to
sign any such  financing  statement or filing or any agreement  authorizing  any
secured party thereunder to file any such financing statement or filing.  Except
as otherwise set forth in Schedule  3.5(a) of the Company  Disclosure  Schedule,
each Lease or other  occupancy or other agreement under which the Company or any
of its  Subsidiaries  holds real or personal  property has been duly authorized,
executed  and  delivered by the Company or one of its  Subsidiaries  and, to the
Company's knowledge,  information and belief, each of the other parties thereto,
and is a legal,  valid and binding  obligation of each of them,  enforceable  in
accordance with its terms.  Each of the Company and its Subsidiaries has a valid
leasehold  interest in and enjoys peaceful and undisturbed  possession under all
Leases  pursuant  to which  it holds  any real  property  or  tangible  personal
property, none of which contains any unusual or burdensome provision,  except as
described  in Section  3.5(a) of the Company  Disclosure  Schedule.  All of such
Leases are valid and  subsisting  and in full force and effect;  and neither the
Company nor any of its Subsidiaries nor, to the Company's knowledge, information
and  belief,  any  other  party  thereto,  is in  default  in  the  performance,
observance or fulfillment of any obligation,  covenant or condition contained in
any such Lease.

         (b) Section 3.5(b) of the Company Disclosure  Schedule contains a true,
accurate  and  complete  description  of all real estate  owned or leased by the
Company or any of its Subsidiaries and all Leases and an  identification  of all
material  items of fixed assets and machinery and  equipment.  None of the fixed
assets and machinery and equipment is subject to contracts of sale,  and none is
held by the Company or any of its Subsidiaries as lessee or as conditional sales
vendee under any Lease or conditional  sales contract and none is subject to any
title retention agreement,  except as set forth in Section 3.5(b) of the Company
Disclosure Schedule. The real property (other than land), fixtures, fixed assets
and all other  material  items of personal  property,  including  machinery  and
equipment,  are in a state  of  reasonable  repair  and  maintenance  and are in
serviceable operating condition.

         (c) Except as set forth in  Section  3.5(c) of the  Company  Disclosure
Schedule, to the Company's knowledge,  information and belief, all real property
owned or  leased  by the  Company  or any of its  Subsidiaries  conforms  to and
complies with all  applicable  title  covenants,  conditions,  restrictions  and
reservations and all applicable zoning,  wetlands, land use and other Applicable
Laws.


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