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SEC Filings

KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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         taken into account at the time of any subsequent adjustment in the 
         Exercise Price.

                  (c)  Adjustment of Number of Shares.  Upon each  adjustment of
         the Exercise Price pursuant to Section  7(a)(i),  7(a)(ii) or 7(a)(iii)
         hereof,  each Warrant  shall  thereupon  evidence the right to purchase
         that number of Warrant Shares (calculated to the nearest hundredth of a
         share) obtained by multiplying the number of Warrant Shares purchasable
         immediately  prior to such  adjustment  and  dividing  the  product  so
         obtained  by the  Exercise  Price  in  effect  immediately  after  such

                  (d)  Reorganizations.  In case of any capital  reorganization,
         other than in the cases  referred  to in Section  7(a)  hereof,  or the
         consolidation or merger of the Company with or into another corporation
         (other  than a merger  or  consolidation  in which the  Company  is the
         continuing   corporation   and   which   does   not   result   in   any
         reclassification  of the  outstanding  shares  of  Common  Stock or the
         conversion  of such  outstanding  shares of Common Stock into shares of
         other stock or other securities or property), or the sale or conveyance
         of the  property of the Company as an entirety or  substantially  as an
         entirety  (collectively  such actions being hereinafter  referred to as
         "Reorganizations"), there shall thereafter be deliverable upon exercise
         of any  Warrant  (in lieu of the number of Warrant  Shares  theretofore
         deliverable)  the  number  of shares  of stock or other  securities  or
         property to which a holder of the number of Warrant  Shares which would
         otherwise have been deliverable upon the exercise of such Warrant would
         have been  entitled upon such  Reorganization  if such Warrant had been
         exercised in full immediately prior to such Reorganization.  In case of
         any Reorganization, appropriate adjustment, as determined in good faith
         by the  Board  of  Directors  of the  Company,  shall  be  made  in the
         application  of the  provisions  herein set forth  with  respect to the
         rights  and  interests  of the  holder  of this  Warrant  so  that  the
         provisions set forth herein shall  thereafter be applicable,  as nearly
         as  possible,  in relation to any shares or other  property  thereafter
         deliverable upon exercise of the Warrants.  Any such adjustments  shall
         be made by and set forth in a  supplemental  agreement  prepared by the
         Company or any successor thereto, between the Company, or any successor
         thereto, and shall for all purposes hereof conclusively be deemed to be
         an  appropriate  adjustment.  The  Company  shall not  effect  any such
         Reorganization,  unless upon or prior to the  consummation  thereof the
         successor  corporation,  or if  the  Company  shall  be  the  surviving
         corporation  in any such  Reorganization  and is not the  issuer of the
         shares of stock or other  securities  or  property to be  delivered  to
         holders of shares of the Common Stock outstanding at the effective time
         thereof,  then such  issuer,  shall  assume by written  instrument  the
         obligation  to  deliver to the holder of any  Warrants  such  shares of
         stock,  securities,  cash or other  property  as such  holder  shall be
         entitled to purchase in accordance with the foregoing provisions.

                  (e)  Verification of  Computation.  The Company shall select a
         firm of independent accountants, which selection (i) may be its regular
         firm of  independent  accountants  and (ii) may be changed from time to
         time, to verify each computation  and/or  adjustment made in accordance
         with this Section 7. The certificate, report or other written statement
         of any such firm shall be conclusive evidence of the correctness of any
         computation made under this Section 7.  Promptly  upon its receipt of