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SEC Filings

KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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appraisal for their shares and who hold stock  represented  by  certificates  to
submit  their  certificates  of stock to the  Register in Chancery  for notation
thereon of the pendency of the  appraisal  proceedings;  and if any  stockholder
fails to comply with such direction, the Court may dismiss the proceedings as to
such stockholder.

         (h) After  determining the stockholders  entitled to an appraisal,  the
Court shall appraise the shares,  determining  their fair value exclusive of any
element of value arising from the accomplishment or expectation of the merger or
consolation,  together with a fair rate of interest, if any, to be paid upon the
amount  determined to be the fair value.  In  determining  such fair value,  the
Court shall taken into account all relevant  factors.  In  determining  the fair
rate of interest, the Court may consider all relevant factors including the rate
of interest which the surviving or resulting  corporation  would have had to pay
to borrow money during the pendency of the proceeding.  Upon  application by the
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion,  permit discovery
or other pretrial  proceedings and may proceed to trial upon the appraisal prior
to the final  determination  of the  stockholder  entitled to an appraisal.  Any
stockholder  whose name appears on the list filed by the  surviving or resulting
corporation pursuant to subsection (f) of this section and who has submitted his
certificates  of stock to the  Register in Chancery,  if such is  required,  may
participate fully in all proceedings  until it is finally  determined that he is
not entitled to appraisal rights under this section.

         (i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto.  Interest may be simple or compound, as the Court
may direct.  Payment shall be so made to each such  stockholder,  in the case of
holders  of  uncertified  stock  forthwith,  and the case of  holders  of shares
represented  by  certificates  upon  the  surrender  to the  corporation  of the
certificates  representing  such stock.  The  Court's  decree may be enforced as
other decrees in the Court of Chancery may e enforced, whether such surviving or
resulting corporation be a corporation of this State or of any state.

         (j) The  costs of the  proceeding  may be  determined  by the Court and
taxed upon the parties as the Court deems equitable in the  circumstances.  Upon
application  of a  stockholder,  the Court  may  order  all or a portion  of the
expenses   incurred  by  any   stockholder  in  connection  with  the  appraisal
proceedings  including,  without limitation,  reasonable attorney's fees and the
fees and  expenses of experts,  to be charged pro rata  against the value of all
the shares entitled to an appraisal.

          (k) From and after the effective date of the merger or  consolidation,
no stockholder  who has demanded his appraisal  rights as provided in subsection
(d) of this  section  shall be entitled to vote such stock for any purpose or to
receive  payment  of  dividends  or other  distributions  on the  stock  (except
dividends or other  distributions  payable to  stockholders  of record at a date
which is prior to the effective date of the merger of consolidation);  provided,
however,  that if no petition  for an  appraisal  shall be field within the time
provided in subsection (e) of this section, or if such stockholder shall deliver
to the surviving or resulting corporation a written withdrawal of his demand for