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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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not  misleading  and  all  such  Collateral  Documents,   data,  information  or
statements are and will be true, accurate and complete.

         (c) Key  does  not own any  capital  stock  or  equity  or  proprietary
interest in any other Entity or enterprise,  however  organized and however such
interest may be denominated or evidenced,  except as set forth in Section 4.1(d)
or 4.2(c) of the Key Disclosure Schedule.  None of the Entities,  if any, so set
forth in Section  4.2(c) of the Key  Disclosure  Schedule is a Subsidiary of Key
except as so set forth. Key owns all of the outstanding  capital stock or equity
or  proprietary  interests  (as shown on  Section  4.2(c) of the Key  Disclosure
Schedule) of each such Entity or other  enterprise,  free and clear of all Liens
(except  to the  extent  set  forth  in  Section  4.2(c)  of the Key  Disclosure
Schedule),  and all such stock or equity or proprietary  interests 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,
except as described in Section 4.2(c) of the Key Disclosure Schedule.

         SECTION  4.3  Changes in  Condition.  Since the date of the most recent
financial statements forming part of the Key Financial Statements, except to the
extent  specifically  described in Section 4.3 of the Key  Disclosure  Schedule,
there has been no Adverse Change in Key and its  Subsidiaries  taken as a whole.
There is no Event known to Key which Adversely  Affects,  or in the future might
(so far as Key can now reasonably  foresee) Adversely Affect, Key or Key and its
Subsidiaries  taken as a whole,  or the  ability  of Key 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 4.3
of the Key Disclosure Schedule.

         SECTION 4.4  Liabilities.  At the date of the most recent balance sheet
forming part of the Key Financial Statements, neither Key nor any Subsidiary had
any obligations or liabilities, past, present or deferred, accrued or unaccrued,
fixed, absolute, contingent or other, except as disclosed in such balance sheet,
or the notes  thereto,  and since such date neither Key nor any  Subsidiary  has
incurred  any such  obligations  or  liabilities,  other  than  obligations  and
liabilities  incurred in the ordinary  course of business  consistent  with past
practice of Key and its Subsidiaries,  which do not, in the aggregate, Adversely
Affect Key and its Subsidiaries  taken as a whole except to the extent set forth
in Section 4.4 of the Key  Disclosure  Schedule.  Neither Key nor any Subsidiary
has Guaranteed or is otherwise primarily or secondarily liable in respect of any
obligation  or  liability  of any  other  Person,  except  for  endorsements  of
negotiable  instruments  for  deposit in the  ordinary  course of business or as
disclosed in the most recent balance sheet,  or the notes thereto,  forming part
of the  Key  Financial  Statements  or in  Section  4.4 of  the  Key  Disclosure
Schedule.

         SECTION 4.5 Title to Properties; Leases.

         (a)  Each  of  Key  and  each  of  its  Subsidiaries  has  good  legal,
indefeasible,  insurable  and  marketable  title (in fee simple if owned) to all
real  property,  if any,  reflected as an asset on the most recent balance sheet
forming  part of the Key  Financial  Statements,  or  owned by Key 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 Key or any of its Subsidiaries for use in its
business if not so  reflected,  or purported to have been acquired by Key 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 Key and its
Subsidiaries, free and clear of all Liens, except (i) Liens reflected in the Key
Financial Statements, (ii) Liens for current taxes not yet due and payable, (ii)


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