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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 3.10  Insurance.

         (a) Section  3.10(a) of the Company  Disclosure  Schedule  includes the
insurers' names,  policy numbers,  expiration  dates,  amounts of coverage,  the
annual  premiums,  Best  policy  holder's  and  financial  size  ratings  of the
insurers,  exclusions,  deductibles and self-insured  retention and describes in
reasonable detail any  retrospective  rating plan,  fronting  arrangement or any
other  self-insurance  or  risk  assumption  agreed  to by  the  Company  or any
Subsidiary or imposed upon the Company or any  Subsidiary by any such  insurers,
as well as any self-insurance program that is in effect.

         (b) Neither the Company nor any Subsidiary is in breach or violation of
or in default  under any such  policy,  and all  premiums  due thereon have been
paid,  and each such  policy  will  continue to be in force and effect up to and
including the Closing Date. The insurance  policies so listed and identified are
sufficient in nature, scope and amounts to insure adequately (and, in any event,
in amounts  sufficient to prevent the Company or any Subsidiary  from becoming a
coinsurer  within the terms of such policies) the Company's or any  Subsidiary's
business, operations and properties.

         SECTION 3.11 Tax Matters.

         (a) Each of the Company and each of its  Subsidiaries has in accordance
with all  Applicable  Laws filed all Tax Returns which are required to be filed,
except with respect to failures to file which in the aggregate would not have an
Adverse  Effect on the Company and its  Subsidiaries  taken as a whole,  and has
paid, or made adequate provision for the payment of, all Taxes which have or may
become due and  payable  pursuant  to said  Returns  and all other  governmental
charges and assessments  received to date other than those Taxes being contested
in good  faith for which  adequate  provision  has been made on the most  recent
balance sheet forming part of the Company Financial Statements.  The Tax Returns
of the Company and each  Subsidiary  have been prepared in  accordance  with all
Applicable  Laws  and  generally  accepted  principles  applicable  to  taxation
consistently  applied.  All Taxes  which the  Company  and each  Subsidiary  are
required by law to withhold and collect have been duly  withheld and  collected,
and have been paid over, in a timely  manner,  to the proper  Authorities to the
extent due and payable.  Neither the Company nor any Subsidiary has executed any
waiver to extend,  or  otherwise  taken or failed to take any action  that would
have the effect of extending,  the applicable  statute of limitations in respect
of any Tax  liabilities  of the Company or any  Subsidiary  for the fiscal years
prior to and including the most recent fiscal year.  Adequate provision has been
made on the most recent  balance  sheet  forming  part of the Company  Financial
Statements  for all Taxes of any  kind,  including  interest  and  penalties  in
respect thereof, whether disputed or not, and whether past, current or deferred,
accrued  or  unaccrued,  fixed,  contingent,  absolute  or  other,  and  to  the
knowledge,  information  and belief of the Company there are no  transactions or
matters or any basis  which  might or could  result in  additional  Taxes of any
material nature to the Company and its  Subsidiaries  taken as a whole for which
an  adequate  reserve  has not been  provided  on such  balance  sheet.  Without
limiting the  generality  of the  foregoing,  the Company will not incur any tax
liability as a consequence of the conversion of its interest in Dawson WellTech,
L.C. or the distribution of the proceeds of such conversion to its stockholders.
Neither the Company nor any Subsidiary is a "consenting  corporation" within the
meaning of Section 341(f) of the Code.  Each of the Company and each  Subsidiary
has at all times been  taxable as a  Subchapter  C  corporation  under the Code,
except as  otherwise  set forth in  Section  3.11(a) of the  Company  Disclosure
Schedule.  Neither the Company nor any  Subsidiary has ever been a member of any
consolidated  group (other than with the Company and its  Subsidiaries)  for Tax
purposes.

         (b) Each of the  Company and each  Subsidiary  has paid all Taxes which
have  become  due  pursuant  to its  Returns  and has paid all  installments  of
estimated Taxes due and payable.

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