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SEC Filings

KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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the  Exercise  Price on the day  immediately  preceding  the date the Warrant is
presented for exercise, multiplied by such fraction.

         All Warrants  surrendered  upon exercise shall be canceled and disposed
of by the Company. The Company shall keep copies of this Warrant and any notices
received hereunder  available for inspection by the normal business hours at its

         SECTION 4.  Payment of Taxes.  The Company  will pay all stamp taxes in
connection  with the issuance,  sale,  delivery or transfer of the Warrants,  as
well as all such taxes  attributable  to the initial  issuance of Warrant Shares
upon the exercise of this Warrant and payment of the Exercise Price.

         SECTION 5. Mutilated or Missing  Warrants.  In case any of the Warrants
shall be mutilated,  lost,  stolen or  destroyed,  upon delivery of an indemnity
agreement or security satisfactory to the Company in form, scope,  substance and
amount,  the Company  shall  issue,  in exchange and  substitution  for and upon
cancellation of the mutilated  Warrants or in lieu of and  substitution  for the
Warrant lost, stolen or destroyed,  a new Warrant of like tenor and representing
an equivalent number of Warrants .

         SECTION 6. Reservation of Warrant Shares. The Company will at all times
reserve and keep available,  free from preemptive or similar rights,  out of the
aggregate of its  authorized  but unissued  capital stock or its  authorized and
issued  capital  stock held in its  treasury,  for the purpose of enabling it to
satisfy any  obligation to issue Warrant  Shares upon exercise of Warrants,  the
maximum  number of shares of each class of capital stock  constituting a part of
the  Warrant  Shares  which may then be  deliverable  upon the  exercise  of all
outstanding  Warrants.  The Company shall cause all Warrant Shares of each class
of Common Stock or other  securities  reserved for issuance upon exercise of the
Warrants to be listed (or to be listed  subject to notice of  issuance)  on each
securities  exchange  on which  such  shares of Common  Stock or any such  other
securities are listed.

         The Company or, if  appointed,  the  transfer  agent for shares of each
class of Common Stock (the "Transfer Agent") and every subsequent transfer agent
for any shares of the Company's  capital stock issuable upon the exercise of the
Warrants  will be  irrevocably  authorized  and directed at all times to reserve
such number of  authorized  shares as shall be required  for such  purpose.  The
Company  will keep a copy of this  Warrant on file with the  Transfer  Agent and
with every subsequent transfer agent for any shares of the Company capital stock
issuable  upon  the  exercise  of the  rights  of  purchase  represented  by the
Warrants.  The Company will furnish such Transfer Agent a copy of all notices of
adjustments,  and  certificates  related  thereto,  transmitted  to each  holder
pursuant to Section 7.

         The Company  covenants that all Warrant Shares which may be issued upon
exercise of Warrants  will,  upon  payment of the  Exercise  Price  therefor and
issue,  be validly  issued,  fully paid,  nonassessable,  free of  preemptive or
similar rights and free from all taxes,  liens,  charges and security  interests
with respect to the issue thereof.