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SEC Filings

KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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Stock,  (ii) debt,  (iii) certain  assets or (iv) rights,  options,  warrants or
convertible  securities  which  are not  covered  by the  above  scenarios,  the
exercise price shall be multiplied by a fraction, the numerator of which will be
the  number  of  shares of Key  Common  Stock  outstanding  on the  record  date
multiplied  by the  Market  Price  less the  aggregate  fair  market  value  (as
determined  by the  Board  of  Directors)  of the  assets  or  securities  being
distributed  and the  denominator  of which  will be the number of shares of Key
Common Stock outstanding  before the transaction  multiplied by the Market Price
per share.  The Market Price on any given date shall be the average of the daily
closing  price of the Key Common Stock for 20 trading days prior to the date. No
adjustment to the exercise  price must be made unless it will result in at least
a 1% change in the exercise price. Transactions which do not meet this threshold
carry over and count toward future transactions. Reorganizations or mergers will
not affect the validity of the New Key Warrant,  but the Board of Directors  may
adjust the application of the above-mentioned provisions.

         Voting and  Information  Rights.  A holder of a New Key  Warrant is not
entitled to vote or to consent as a  stockholder  in respect of any  stockholder
meeting.  Key  must  furnish  the New Key  Warrant  holder  with  copies  of all
financial  statements,  reports,  notices  and proxy  statements  as they become

         Notice of Certain  Actions.  In the event Key (i) declares any dividend
payable in stock or makes a  distribution  other than cash to the holders of Key
Common  Stock,  (ii)  offers to the  holders  of Key  Common  Stock the right to
subscribe  for or purchase  any shares of any class of stock or any other rights
or options  or (iii)  effects  any  reclassification  of the Key  Common  Stock,
capital  reorganization,  consolidation  or  merger,  sale,  transfer  or  other
disposition  of  all  or  substantially  all  of  its  assets,  or  liquidation,
dissolution  or  winding up of the  corporation,  it will serve a notice of such
proposed  action to the  holders  of the New Key  Warrants.  Such  notice  shall
specify the record  date for  determining  eligibility  to receive a dividend or
distribution,  the date on which any action described in (iii) shall take place,
and the date as of which it is expected that the holders of record of Key Common
Stock shall be entitled to receive securities or other property deliverable upon
such action.

         Transfers.  A New Key Warrant may be transferred by surrendering it and
submitting a written  instrument of transfer,  duly  executed by the  registered
holder.  Another  New Key  Warrant  shall be  issued to the  transferee  and the
surrendered  New Key  Warrant  shall  be  canceled.  If a  transfer  is not made
pursuant to an effective  registration  statement  under the Securities Act, Key
may request that the New Key Warrant holder deliver a legal opinion that the New
Key Warrant may be sold publicly without  registration under the Securities Act,
an investment covenant signed by the proposed  transferee,  an agreement by such
transferee to adhere to the restrictive  investment  covenant on the face of the
New Key  Warrant  and an  agreement  to be  bound  by the  terms  of the New Key

         Amendment. A New Key Warrant may not be amended or modified except by a
written  instrument  signed  by Key and  the  holder  of the  New  Key  Warrant.