SECTION 11. Amendment and Modification; Waiver. This Warrant may not be
amended or modified except by a written instrument signed by the Company and the
registered holder of this Warrant at the time such amendment or modification is
sought. Any waiver of any term or condition of this Warrant in any one instance
shall not operate as or be deemed to be or construed as a further or continuing
waiver of such term or condition, nor shall any failure at any time or times to
enforce or require performance of any provision hereof operate as a waiver of or
affect in any manner any party's right at a later time to enforce or require
performance of such provision or any other provision hereof.
SECTION 12. Severability. If any provision of this Warrant shall be
held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable
as applied to any particular case in any jurisdiction or jurisdictions, or in
all jurisdictions or in all cases, because of the conflict of any provision with
any constitution or statute or rule of public policy, or for any other reason,
such circumstance shall not have the effect of rendering the provision or
provisions in question invalid, inoperative or unenforceable in any other
jurisdiction or in any other case or circumstance or if rendering any other
provision or provisions herein contained invalid, inoperative or unenforceable
to the extent that such other provisions are not themselves actually in conflict
with such constitution, statute or rule of public policy, but this Warrant shall
be reformed and construed in any such jurisdiction or case as if such invalid,
inoperative or unenforceable provision had never been contained herein and such
provision were formed so that it would be valid, operative and enforceable to
the maximum extent permitted in such jurisdiction or in such case.
SECTION 13. Successors. All the covenants and provisions of this
Warrant by or for the benefit of the Company or the Warrant holder shall bind
and inure to the benefit of their respective successors and assigns.
SECTION 14. Governing Law. This Warrant shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to principles or conflicts of laws.
SECTION 15. Headings. The headings contained in this Warrant are
inserted for convenience only and shall not constitute a part hereof.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by the signature of its duly authorized officer and the corporate seal hereunto
KEY ENERGY GROUP, INC.
[Seal] Francis D. John, President