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SEC Filings

KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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         SECTION 1.04. Notice of Meetings; Waiver of Notice. Except as otherwise
required by Maryland Law or the Charter,  not less than ten nor more than ninety
days before each stockholders'  meeting, the Secretary shall give written notice
of the  meeting to each  stockholder  entitled  to vote at the  meeting and each
other stockholder  entitled to notice of the meeting. The notice shall state the
time and place of the meeting and, if the meeting is a special meeting or notice
of the purpose is required by Maryland  Law, the purpose of the meeting.  Notice
is given to a  stockholder  when it is  personally  delivered to him, her or it,
left at his, her or its residence or usual place of business,  or mailed to him,
her or it at  his,  her or its  address  as it  appears  on the  records  of the
Corporation.  Notwithstanding  the  foregoing  provisions,  each  person  who is
entitled to notice  waives notice if he, she or it, before or after the meeting,
signs a waiver of the notice which is filed with the records of the stockholders
meetings or is present at the meeting in person or by proxy.

         SECTION 1.05. Quorum;  Voting.  Unless Maryland Law, the Charter or the
By-Laws provide  otherwise,  at a meeting of stockholders the presence in person
or by  proxy  of  stockholders  entitled  to cast a  majority  of all the  votes
entitled to be cast at the meeting  constitutes a quorum,  and a majority of all
votes cast at a meeting at which a quorum is  present is  sufficient  to approve
any matter which properly  comes before the meeting,  except that a plurality of
all the votes cast at a meeting at which a quorum is  present is  sufficient  to
elect a director.

         SECTION 1.06. Adjournments.  Whether or not a quorum is present, except
as otherwise  provided by Maryland Law or the Charter, a meeting of stockholders
convened on the date for which it was called may be adjourned  from time to time
without further notice by a majority vote of the stockholders  present in person
or by proxy to a date not more than one hundred  twenty days after the  original
record date.  Any business  which might have been  transacted  at the meeting as
originally notified may be deferred and transacted at any such adjourned meeting
at which a quorum shall be present.

         SECTION  1.07.  General  Right to Vote;  Proxies.  Unless  the  Charter
provides  for a greater or lesser  number of votes per share or limits or denies
voting rights to one or more classes or series, or except as otherwise  provided
by Maryland Law, each outstanding share of stock, regardless of class or series,
is  entitled  to one vote on each  matter  submitted  to a vote at a meeting  of
stockholders.  In all elections for  directors,  each share of stock entitled to
vote with  respect  thereto  may be voted for as many  individuals  as there are
directors to be elected.  A stockholder may vote the stock the stockholder  owns
of  record  either  in person  or by  proxy.  A  stockholder  may sign a writing
authorizing  another person to act as proxy.  Signing may be accomplished by the
stockholder or the stockholder's authorized agent signing the writing or causing
the  stockholder's  signature  to be  affixed to the  writing by any  reasonable