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SEC Filings

KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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Agent or to such other agent or agents as may be appointed by Key together  with
such letter of transmittal, duly executed, and such other customary documents as
may be required  pursuant to such instructions  (collectively,  the "Transmittal
Documents"),  the holder of such  Certificate  shall be  entitled  to receive in
exchange  therefor the Exchange Merger  Consideration  which such holder has the
right to receive pursuant to Sections 2.1(a) and 2.1(d),  and the Certificate so
surrendered shall forthwith be canceled. In the event of a transfer of ownership
of  Company  Shares  which is not  registered  in the  transfer  records  of the
Company,  the Exchange Merger Consideration may be issued and paid in accordance
with this Article to a transferee  if the  Certificate  evidencing  such Company
Shares is presented to the Exchange Agent, accompanied by all documents required
to evidence and effect such transfer and by evidence that any  applicable  stock
transfer  taxes  have been  paid.  The  Exchange  Merger  Consideration  will be
delivered by the Exchange Agent as promptly as practicable  following  surrender
of a Certificate and the related  Transmittal  Documents,  and cash payments for
fractional  shares  may be made by check.  No  interest  will be  payable on the
Exchange Merger Consideration  regardless of any delay in making payments. Until
surrendered as contemplated by this Section, each Certificate shall be deemed at
any time after the Effective  Time to evidence  only the right to receive,  upon
such surrender, the Exchange Merger Consideration, without interest.

         (c) In the event  any  Certificate  shall  have  been  lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
such  Certificate  to be lost,  stolen or  destroyed  and  subject to such other
reasonable  conditions as Key may impose, the Surviving  Corporation shall issue
in exchange for such lost,  stolen or destroyed  Certificate the Exchange Merger
Consideration  deliverable in respect  thereof as determined in accordance  with
Sections  2.1(a) and 2.1(d).  Key may,  in its  reasonable  discretion  and as a
condition   precedent  to  authorizing  the  issuance  of  the  Exchange  Merger
Consideration,  require the owner of such lost, stolen or destroyed  Certificate
to provide a bond or other surety to Key and the Surviving  Corporation  in such
sum as Key may reasonably direct as indemnity against any claim that may be made
against Key or the Surviving  Corporation (and their Affiliates) with respect to
the Certificate alleged to have been lost, stolen or destroyed.

         (d) Any portion of the Exchange Fund which remains undistributed to the
holders of the Company Stock for thirty (30) days after the Effective Time shall
be delivered to Key upon demand by Key, and any holders of Certificates who have
not theretofore complied with this Article shall thereafter look only to Key for
the Exchange Merger  Consideration  to which they are entitled  pursuant to this

         (e) None of Key, the Company, the Surviving Corporation or the Exchange
Agent  shall be liable to any  holder of  Company  Shares  for any shares of Key
Stock, any New Key Warrants or cash from the Exchange Fund delivered to a public
official pursuant to any applicable abandoned property, escheat or similar law.

         (f) Each of Key, the Surviving Corporation and the Exchange Agent shall
be  entitled  to deduct and  withhold  from the  Exchange  Merger  Consideration
otherwise  payable  pursuant to this  Agreement to any holder of Company  Shares
such amounts as Key, the Surviving Corporation or the Exchange Agent is required
to deduct and  withhold  with  respect to the making of such  payment  under the
Code,  or any  provision of state,  local or foreign tax law. To the extent that
amounts are so withheld by Key, the Surviving Corporation or the Exchange Agent,
such  withheld  amounts  shall be treated for all purposes of this  Agreement as
having  been paid to the holder of the  Company  Shares in respect of which such
deduction  and  withholding  was made by Key, the Surviving  Corporation  or the
Exchange Agent.