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SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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                  (f) Notice of Certain Actions. In the event the Company shall:

                           (i)  declare  any  dividend  payable  in stock to the
                  holders of its Common Stock or make any other  distribution in
                  property  other than cash to the holders of its Common  Stock;
                  or

                           (ii) offer to the holders of its Common  Stock rights
                  to subscribe  for or purchase any shares of any class of stock
                  or any other rights or options; or

                           (iii) effect any reclassification of its Common Stock
                  (other   than  a   reclassification   involving   merely   the
                  subdivision or  combination  of  outstanding  shares of Common
                  Stock) or any capital  reorganization  or any consolidation or
                  merger  (other  than a  merger  in which  no  distribution  of
                  securities  or other  property  is made to  holders  of Common
                  Stock),  or any sale,  transfer  or other  disposition  of its
                  property, assets and business substantially as an entirety, or
                  the liquidation, dissolution or winding up of the Company;

         then in each such case, the Company shall cause notice of such proposed
         action to be mailed to the holder of this  Warrant as  hereinafter  set
         forth in this Section 7(f). Such notice shall specify the date on which
         the  books of the  Company  shall  close,  or a record  be  taken,  for
         determining  the holders of Common Stock entitled to receive such stock
         dividend or other  distribution or such rights or options,  or the date
         on which such reclassification,  reorganization, consolidation, merger,
         sale, transfer, other disposition, liquidation, dissolution, winding up
         or exchange  shall take place or commence,  as the case may be, and the
         date as of which it is expected  that holders of record of Common Stock
         shall be entitled to receive  securities or other property  deliverable
         upon such action, if any such date has been fixed. Such notice shall be
         mailed in the case of any action  covered by  paragraph  (i) or (ii) of
         this Section  7(f), at least ten (10) days prior to the record date for
         determining  holders of the Common Stock for purposes of receiving such
         payment or offer,  and, in the case of any action  covered by paragraph
         (iii),  at least ten (10) days  prior to the  earlier  of the date upon
         which  such  action is to take place or any  record  date to  determine
         holders of Common Stock  entitled to receive such  securities  or other
         property.

                  (g) Certificate of Adjustments.  Whenever any adjustment is to
         be made  pursuant  to this  Section  7, the  Company  shall  prepare  a
         Certificate  executed by the Chief  Financial  Officer of the  Company,
         setting  forth  such  adjustment  to be  mailed  to the  holder of this
         Warrant  at least  fifteen  (15) days  prior  thereto,  such  notice to
         include  in  reasonable   detail  (i)  the  events   precipitating  the
         adjustment,  (ii) the  computation  of any  adjustments,  and (iii) the
         Exercise  Price and the  number of  shares or the  securities  or other
         

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