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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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time that it gives notice to any holder of securities of the Company entitled to
rights to register securities under the Securities Act.

         SECTION 11. Amendment and Modification; Waiver. This Warrant may not be
amended or modified except by a written instrument signed by the Company and the
registered  holder of this Warrant at the time such amendment or modification is
sought.  Any waiver of any term or condition of this Warrant in any one instance
shall not operate as or be deemed to be or construed as a further or  continuing
waiver of such term or condition,  nor shall any failure at any time or times to
enforce or require performance of any provision hereof operate as a waiver of or
affect in any  manner  any  party's  right at a later time to enforce or require
performance of such provision or any other provision hereof.

         SECTION 12.  Severability.  If any  provision of this Warrant  shall be
held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable
as applied to any particular case in any  jurisdiction or  jurisdictions,  or in
all jurisdictions or in all cases, because of the conflict of any provision with
any  constitution or statute or rule of public policy,  or for any other reason,
such  circumstance  shall not have the  effect of  rendering  the  provision  or
provisions  in  question  invalid,  inoperative  or  unenforceable  in any other
jurisdiction  or in any other case or  circumstance  or if  rendering  any other
provision or provisions herein contained  invalid,  inoperative or unenforceable
to the extent that such other provisions are not themselves actually in conflict
with such constitution, statute or rule of public policy, but this Warrant shall
be reformed and construed in any such  jurisdiction  or case as if such invalid,
inoperative or unenforceable  provision had never been contained herein and such
provision  were formed so that it would be valid,  operative and  enforceable to
the maximum extent permitted in such jurisdiction or in such case.

          SECTION 13.  Successors.  All the  covenants  and  provisions  of this
Warrant by or for the benefit of the Company or the  Warrant  holder  shall bind
and inure to the benefit of their respective successors and assigns.

          SECTION  14.  Governing  Law.  This  Warrant  shall be governed by and
construed in accordance  with the laws of the State of New York,  without giving
effect to principles or conflicts of laws.

          SECTION 15.  Headings.  The  headings  contained  in this  Warrant are
inserted for convenience only and shall not constitute a part hereof.

         IN WITNESS WHEREOF,  the Company has caused this Warrant to be executed
by the signature of its duly authorized  officer and the corporate seal hereunto
affixed.

                                           KEY ENERGY GROUP, INC.


                                           By:
[Seal]                                        Francis D. John, President

                                      AI-79