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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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         to such  adjustment.  Such Certificate  shall  be  accompanied  by the
         accountant's  verification  required by Section 7(e) hereof.

         SECTION 8. Notices.  Any notice or demand authorized by the Warrants to
be given or made by the  registered  holder of any  Warrant to or on the Company
shall be  sufficiently  given or made when received at the office of the Company
expressly  designated  by the Company at its office for purposes of the Warrants
(until Warrant holders are otherwise notified in accordance with this Section by
the Company), as follows:

                          Key Energy Group, Inc.
                          257 Livingston Avenue
                          New Brunswick, NJ  08901
                          Attention:  Francis D. John, President

         Any notice  pursuant to the  Warrants to be given by the Company to the
registered holder(s) of any Warrant shall be sufficiently given when received by
such holder at the  address  appearing  on the  Warrant  register of the Company
(until the Company is otherwise notified in accordance with this Section by such
holder).

         SECTION 9. Cash  Distributions  and  Dividends.  If the Company  pays a
dividend  or makes a  distribution  to the  holders of its  Common  Stock of any
securities (other than Common Stock) or property  (including cash and securities
of other  companies)  of the  Company,  or any  rights,  options or  warrants to
purchase securities (other than Common Stock) or property (including  securities
of other  companies) of the Company,  then,  simultaneously  with the payment of
such dividend or the making of such distribution,  and as a condition  precedent
to its right to do so, the Company will pay or  distribute to the holders of the
Warrants  an amount of  property  (including  without  limitation  cash)  and/or
securities  (including without limitation  securities of other companies) of the
Company as would have been received by such holders had they exercised  (whether
or not the Warrants were then exercisable) all of the Warrants immediately prior
to the record date (or other applicable date) used for determining  stockholders
of the Company entitled to receive such dividend or distribution.

         SECTION  10. No  Rights or  Liabilities  as  Stockholder;  Information.
Nothing  contained in this Warrant  shall be  construed as  conferring  upon the
holder hereof the right to vote or to consent as  stockholders in respect of the
meetings of stockholders or the election of members of the Board of Directors of
the Company or any other matter, or any rights whatsoever as stockholders of the
Company or as imposing any  obligation on such holder to purchase any securities
or as imposing any  liabilities  on such holder as a stockholder sf the Company,
whether  such  obligation  or  liabilities  are  asserted  by the  Company or by
creditors  of the  Company.  Notwithstanding  the  foregoing,  the Company  will
furnish to each holder of any Warrants,  promptly upon their becoming available,
copies of all financial statements,  reports,  notices and proxy statements sent
or made  available  generally  by the Company to its  stockholders  or otherwise
filed  pursuant  to the  provisions  of  the  Securities  Act or the  Securities
Exchange Act of 1934, as amended.  The Company shall give to each Warrant holder
written notice of any  determination  to register any of its Common Stock at the
same

                                       AI-78