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SEC Filings

KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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instrument or instruments  of transfer in form  reasonably  satisfactory  to the
Company,  duly executed by the  registered  holder or holders  thereof or by the
duly appointed legal representative thereof or by a duly authorized attorney and
upon receipt of any applicable  transfer taxes or evidence  satisfactory  to the
Company that no such tax is due. Upon any such  registration of transfer,  a new
Warrant shall be issued to the transferee(s)  and the surrendered  Warrant shall
be canceled and disposed of by the Company.

         If such a transfer is not made  pursuant to an  effective  Registration
Statement under the Securities Act of 1933, as amended (the  "Securities  Act"),
the Warrant holder will, if requested by the Company,  deliver to the Company an
opinion of counsel,  which  counsel and opinion shall be  satisfactory  in form,
scope and  substance  to the Company,  that the  Warrants  may be sold  publicly
without registration under the Securities Act, as well as:

                  (a) an investment covenant  satisfactory to the Company signed
         by the proposed transferee;

                  (b) an agreement by such  transferee to the  impression of the
         restrictive  investment  legend  set  forth  at the  beginning  of this
         Warrant; and

                  (c)  an  agreement  by  such  transferee  to be  bound  by the
         provisions of this Warrant.

         This Warrant may be exchanged  at the option of the  holder(s)  hereof,
when  surrendered to the Company at its office  designated for such purpose (the
address  of which is set  forth  in  Section  8) for  another  Warrant  or other
Warrants  of like  tenor and  representing  in the  aggregate  a like  number of
Warrants,  including,  without  limitation,  upon an adjustment in the number of
Warrant Shares purchasable upon exercise of this Warrant.  Warrants  surrendered
for exchange shall be canceled and disposed of by the Company.

         SECTION 3. Warrants: Exercise of Warrants. Subject to the terms of this
Warrant,  the  holder  of this  Warrants  shall  have the  right,  which  may be
exercised at any time prior to the Expiration  Date, to receive from the Company
the number of fully paid and  nonassessable  Warrant Shares which the holder may
at the time be entitled to receive on such  exercise and payment of the Exercise
Price then in effect for such Warrant  Shares.  No  adjustments  as to dividends
will be made upon exercise of the Warrants.

         This Warrant may be exercised upon  surrender  hereof to the Company at
its office  designated  for such  purpose  (the address of which is set forth in
Section 8) with the form of election to purchase  attached hereto duly filled in
and signed, upon payment to the Company of the Exercise Price per Warrant Share,
for the  number of  Warrant  Shares in  respect  of which  this  Warrant is then
exercised.  Payment of the aggregate Exercise Price shall be made (a) in cash or
by certified or bank cashier's check payable to the order of the Company, or (b)
by delivery to the  Company of that  number of shares of Common  Stock  having a
Fair Market Value (as hereinafter defined) equal to the then applicable Exercise
Price  multiplied by the number of Warrant Shares then being  purchased.  In the
alternative,  this Warrant may be exercised on a net basis,  such that,  without