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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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Liens set forth on Section 4.5(a) of the Key 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 4.5(a) of the Key
Disclosure Schedule),  no financing statements under the Uniform Commercial Code
and no other  filing  which  names Key or any of its  Subsidiaries  as debtor or
which  covers  or  purports  to cover any of the  property  of Key or any of its
Subsidiaries is on file in any state or other jurisdiction,  and neither Key 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 set forth in Schedule  4.5(a) of
the Key Disclosure  Schedule,  each Lease or other  occupancy or other agreement
under which Key or any of its Subsidiaries  holds real or personal  property has
been duly  authorized,  executed and delivered by Key or one of its Subsidiaries
and,  to Key'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 Key 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 4.5(a) of the Key Disclosure  Schedule.  All of such Leases
are valid and subsisting  and in full force and effect;  and neither Key nor any
of its Subsidiaries nor, to Key'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  4.5(b) of the Key  Disclosure  Schedule  contains a true,
accurate and complete  description  of all real estate owned or leased by Key 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 Key
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 4.5(b) of the Key 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  4.5(c)  of the Key  Disclosure
Schedule, to Key's knowledge, information and belief, all real property owned or
leased  by Key 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.

         SECTION 4.6 Compliance with Private Authorizations.  Section 4.6 of the
Key  Disclosure  Schedule  sets forth a true,  accurate  and  complete  list and
description of each Private  Authorization which individually is material to Key
and its  Subsidiaries  taken as a  whole,  all of which  are in full  force  and
effect. Each of Key and each Subsidiary has obtained all Private  Authorizations
which  are  necessary  for  the  ownership  by Key  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 Key or Key and its Subsidiaries taken as a
whole.  Neither Key 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


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