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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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meeting of the stockholders and, within twenty days after the meeting, placed on
file at the Corporation's principal office.

         SECTION 7.03.  Fiscal Year. The fiscal year of the Corporation shall be
the twelve calendar months period ending June 30 in each year,  unless otherwise
provided by the Board of Directors.

         SECTION 7.04.  Dividends.  If declared by the Board of Directors at any
meeting  thereof,  the  Corporation  may pay  dividends  on its  shares in cash,
property  or in shares of the  capital  stock of the  Corporation,  unless  such
dividend  is  contrary  to Maryland  Law or to a  restriction  contained  in the
Charter.

         SECTION  7.05.  Pursuant to Section  3-702(b) of the  Maryland  General
Corporation  Law, the acquisition of shares of the  Corporation's  Common Stock,
$.10 par value per share,  (a) by  WellTech,  Inc. or the then  shareholders  of
WellTech,  Inc. in connection with the sale by WellTech, Inc. to the Corporation
of certain assets used in WellTech's West Texas operations,  (b) the acquisition
by the current  shareholders or associates of current  shareholders of WellTech,
Inc. in connection with the merger between the  Corporation and WellTech,  Inc.,
or (c) in connection with any other transaction  between the Corporation and any
party who becomes a shareholder  or an associate of a shareholder as a result of
transactions  described in (a) or (b), is and shall be exempt from Subtitle 7 of
the Maryland General  Corporation  Law; and to the extent,  if any, that Section
3-602 of Subtitle 6 of the  Maryland  General  Corporation  Law would  otherwise
apply,  it shall not apply to any business  combination  between the Corporation
and  WellTech,  Inc. or the majority  shareholder  or associates of the majority
shareholder of WellTech, Inc.


                                  ARTICLE VIII.

                                 INDEMNIFICATION

         SECTION 8.01. Procedure. Any indemnification, or payment of expenses in
advance of the final disposition of any proceeding,  shall be made promptly, and
in any event  within  sixty days,  upon the written  request of the  director or
officer entitled to seek indemnification (the "Indemnified Party"). The right to
indemnification  and advances  hereunder shall be enforceable by the Indemnified
Party in any court of competent jurisdiction, if (i) the Corporation denies such
request,  in whole or in part,  or (ii) no  disposition  thereof is made  within
sixty days. The  Indemnified  Party's costs and expenses  incurred in connection
with successfully establishing his or her right to indemnification,  in whole or
in part,  in any such action shall also be  reimbursed  by the  Corporation.  It
shall  be a  defense  to  any  action  for  advance  for  expenses  that  (a)  a
determination  has been made  that the  facts  then  known to those  making  the
determination  would preclude  indemnification  or (b) the  Corporation  has not
received  both (i) an  undertaking  as required  by  Maryland  Law to repay such


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