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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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         (b) Each Material  Agreement,  if any, set forth in Section  3.17(a) of
the Company Disclosure Schedule calling for the delivery of goods or merchandise
or the  performance  of services can be satisfied or performed by the Company or
one of its Subsidiaries at margins providing an operating profit,  except as set
forth in Section 3.17(b) of the Company Disclosure Schedule.

         SECTION 3.18 Ordinary Course of Business.  Each of the Company and each
of its  Subsidiaries,  from the end of its most  recent  fiscal year to the date
hereof,  and until the Closing  Date,  except (i) as may be described on Section
3.18 of the Company  Disclosure  Schedule,  (ii) as may be required expressly by
the terms of this  Agreement,  (iii) as are  reflected in the Company  Financial
Statements,  or (iv) as may be consented to by Key,  which  consent shall not be
unreasonably withheld, conditioned or delayed:

                  (a) has operated,  and will continue to operate,  its business
         in the normal,  usual and customary  manner in the ordinary and regular
         course of business, consistent with prior practice;

                  (b) has not sold or  otherwise  disposed of or  contracted  to
         sell or otherwise dispose of, and will not sell or otherwise dispose of
         or contract to sell or otherwise  dispose of, any of its  properties or
         assets,  other than in the ordinary  course of business,  or any of the
         Existing Key Shares or Existing Key Warrants;

                  (c)  except in each case in the ordinary course of business,

                           (i)  has  not   incurred   and  will  not  incur  any
                  obligations or liabilities (fixed, contingent or other);

                           (ii) has not  entered  and will  not  enter  into any
                  commitments; and

                           (iii) has not  canceled and will not cancel any debts
                  or claims;

                  (d) has not made or  committed  to make,  and will not make or
         commit to make,  any  additions  to its  property or any  purchases  of
         machinery or equipment, except for normal maintenance and replacements;

                  (e) has not  discharged or satisfied and will not discharge or
         satisfy any Lien,  and has not paid and will not pay any  obligation or
         liability  (absolute or contingent)  other than current  liabilities or
         obligations under contracts then existing or thereafter entered into in
         the ordinary course of business and  commitments  under Leases existing
         on that date or  incurred  since  that date in the  ordinary  course of
         business;

                  (f)  has not created or permitted to be created, and will not 
         create or permit to be created, any Lien on any of its tangible 
         property;

                  (g)  has not transferred or created or permitted to be 
         created, and will not transfer or create or permit to be created, any 
         Lien on any Intangible Assets;

                  (h) has not increased  and will not increase the  compensation
         payable  or to  become  payable  to  any of  its  directors,  officers,
         employees,  advisers,  consultants,  salesmen  or agents  or  otherwise
         alter, modify or change the terms of their employment or engagement;


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