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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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         SECTION 3.6 Compliance with Private Authorizations.  Section 3.6 of the
Company  Disclosure  Schedule sets forth a true,  accurate and complete list and
description of each Private  Authorization which individually is material to the
Company and its  Subsidiaries  taken as a whole,  all of which are in full force
and effect.  Each of the Company and each  Subsidiary  has  obtained all Private
Authorizations  which are  necessary  for the  ownership  by the Company or each
Subsidiary of its properties and the conduct of its business as now conducted or
as presently  proposed to be conducted or which, if not obtained and maintained,
could,  singly  or in the  aggregate,  Adversely  Affect  the  Company  and  its
Subsidiaries  taken as a whole.  Neither the Company  nor any  Subsidiary  is in
breach or  violation  of, or is in default  in the  performance,  observance  or
fulfillment of, any Private Authorization,  and no Event exists or has occurred,
which constitutes,  or but for any requirement of giving of notice or passage of
time or both would constitute,  such a breach,  violation or default,  under any
Contractual  Obligation  or Private  Authorization,  except  for such  defaults,
breaches or violations, as do not and will not have in the aggregate any Adverse
Effect on 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.   No  Private
Authorization  is the  subject of any pending  or, to the  Company's  knowledge,
information or belief, threatened attack, revocation or termination.

         SECTION 3.7 Compliance with Governmental  Authorizations and Applicable
Law.

         (a)  Section  3.7(a) of the  Company  Disclosure  Schedule  contains  a
description of:

                  (i) all  Legal  Actions  which  are  pending  or in which  the
         Company or any of its  Subsidiaries or any of its business,  operations
         or  properties,  or any of its  officers  or  directors  in  connection
         therewith, is, or, to the Company's knowledge,  information and belief,
         at any time during the past three (3) years has been, engaged, or which
         involves,  or, to the Company's  knowledge,  information and belief, at
         any time during such  period  involved,  the  business,  operations  or
         properties  of  the  Company  or any of  its  Subsidiaries  or,  to the
         Company's  knowledge,  information  and belief,  which is threatened or
         contemplated against, or in any other manner relating Adversely to, the
         Company or any of its Subsidiaries or any of their business, operations
         or  properties,  or any of their  officers or directors  in  connection
         therewith; and

                  (ii) each  Governmental  Authorization  which  relates  to the
         business, operations,  properties,  prospects,  condition, financial or
         other,  or  results  of  operations  of  the  Company  or  any  of  its
         Subsidiaries, all of which are in full force and effect.

         (b) Each of the Company and each of its  Subsidiaries  has obtained all
Governmental Authorizations which are necessary for the ownership or uses of its
properties  and the conduct of its  business as now  conducted  or as  presently
proposed to be conducted and which, if not obtained and maintained, could singly
or in the aggregate, have any Adverse Effect on the Company and its Subsidiaries
taken as a whole.  No Governmental  Authorization  is the subject of any pending
or, to the  Company's  knowledge,  information  and belief,  threatened  attack,
revocation  or  termination.  Neither  the Company  nor any  Subsidiary  nor any
officer or director (in connection with the business,  operations and properties
of the Company or any  Subsidiary) is in or is charged with or, to the Company's
knowledge,  information and belief,  at any time during the past three (3) years
has been in or has been charged with,  or is  threatened or under  investigation
with  respect  to,  breach or  violation  of,  or  default  in the  performance,
observance or fulfillment of, any  Governmental  Authorization or any Applicable
Law,  and no Event exists or has  occurred,  which  constitutes,  or but for any
requirement  of giving of notice or passage  of time or both  would  constitute,
such a breach, violation or default, under

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