Exhibit 4.2
THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO
THE DISTRIBUTION HEREOF OR OF THE COMMON STOCK OR OTHER SECURITIES ISSUABLE UPON
EXERCISE HEREOF WITHIN THE MEANING OF THE SECURITIES ACT OF 1933 AND THE RULES
AND REGULATIONS THEREUNDER. NEITHER THIS WARRANT NOR THE COMMON STOCK OR OTHER
SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF
1933 OR UPON RECEIPT BY THE COMPANY OF AN OPINION SATISFACTORY AS TO FORM, SCOPE
AND SUBSTANCE OF COUNSEL ACCEPTABLE TO THE COMPANY AS TO AN EXEMPTION THEREFROM.
Common Stock Purchase Warrant
75,000 Shares January 19, 1996
KEY ENERGY GROUP, INC., a Maryland corporation (the "Company"), for
value received, hereby certifies that The CIT Group/Credit Finance, Inc.,or
registered assigns, is entitled to purchase, except to the extent hereinafter
referred to, from the Company 75,000 duly authorized, validly issued, fully paid
and nonassessable shares (the "Warrant Shares") of Common Stock, par value $.10
per share (the "Common Stock"), of the Company at the purchase price per share
of $5.00 (the "Exercise Price"), at any time or from time to time prior to 5:00
P.M., Boston, Massachusetts time, on January 18, 2001 (the "Expiration Date"),
all subject to the terms and conditions set forth below in this Warrant.
This Warrant (this "Warrant" and, together with any such warrants
issued in substitution therefor or issued pursuant to the transactions
contemplated by the Second Amended and Restated Loan and Security Agreement
dated as of January 19, 1996 between the Company and The CIT Group/Credit
Finance, Inc., the "Warrants").
SECTION 1. Registration. The Company shall number and register this
Warrant (and any other warrants issued in substitution herefor) in a register as
they are issued. The Company may deem and treat the registered holders of the
Warrants as the absolute owners thereof (notwithstanding any notation of
ownership or other writing thereon made by anyone) for all purposes and shall
not be affected by any notice to the contrary. Notwithstanding the foregoing, a
Warrant, if properly assigned, may be exercised by a new holder without a new
Warrant first having been issued.
SECTION 2. Registration of Transfer and Exchanges. The Company shall
from time to time register the transfer of the Warrants in a Warrant register to
be maintained by the Company upon surrender thereof accompanied by a written
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
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the exchange of any funds, the holder of this Warrant receives that number of
Warrant Shares subscribed to less that number of shares of Common Stock having
an aggregate Fair Market Value at the time of exercise equal to the aggregate
Exercise Price that would otherwise have been paid by such holder for the number
of Warrant Shares subscribed to. As used herein the term "Fair Market Value", on
a per share basis, means the Closing Price of the Common Stock on the Date of
Exercise. As used herein, the term "Date of Exercise" with respect to any
Warrant means the date on which such Warrant is exercised as provided herein.
For purposes of this Warrant, the "Closing Price" for any date shall mean the
last sale price reported in the Wall Street Journal or other trade publication
regular way or, in case no such reported sale takes place on such date, the
average of the last reported bid and asked prices regular way, in either case on
the principal national securities exchange on which the Common Stock is listed
or admitted to trading if that is the principal market for the Common Stock, or,
if not listed or admitted to trading, on any national securities exchange or if
such national securities exchange is not the principal market for the Common
Stock, the last sale price as reported by the National Association of Securities
Dealers, Inc. Automated National Market System ("NASDAQ") or its successor, if
any, or, if the Common Stock is not so reported, the average of the reported bid
and asked prices in the over-the-counter market, as furnished by the National
Quotation Bureau, Inc., or if such firm is not then engaged in the business of
reporting such prices, as furnished by any similar firm then engaged in such
business and selected by the Company or, if there is no such firm, as furnished
by any NASD member selected by the Company or, if the Common Stock is not quoted
in the over-the-counter market, the fair value thereof determined in good faith
by the Company's Board of Directors as of a date which is within fifteen (15)
days of the date as of which the determination is to be made.
Subject to the provisions of Section 4, upon such surrender of this
Warrant and payment of the Exercise Price, the Company shall issue and cause to
be delivered with all reasonable dispatch (and in any event within three (3)
business days) to or upon the written order of the holder, and in the name of
this Warrant holder or its nominee, a certificate or certificates for the number
of full Warrant Shares issuable upon such exercise together with such other
property (including cash) and securities as may be then deliverable upon such
exercise. Such certificate or certificates shall be deemed to have been issued
and the person so named therein shall be deemed to have become a holder of
record of such Warrant Shares as of the date of the surrender of this Warrant
and payment of the Exercise Price.
This Warrant shall be exercisable, at the election of the holder
hereof, either in full or from time to time in part, and, in the event that this
Warrant is exercised in respect of fewer than all of the Warrant Shares issuable
on such exercise at any time prior to the Expiration Date, a new Warrant
evidencing the remaining Warrant or Warrants will be issued and delivered
pursuant to the provisions of this Section and of Section 4.
The Company shall not be required to issue fractional Warrant Shares on
the exercise of Warrants. If more than one Warrant shall be presented for
exercise in full at the same time by the same holder, the number of full Warrant
Shares which shall be issuable upon the exercise thereof shall be computed on
the basis of the aggregate number of Warrant Shares purchasable on exercise of
the Warrants so presented. If any fraction of a Warrant Share would, except for
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the provisions of this Section, be issuable on the exercise of any Warrants (or
specified portion thereof), the Company shall pay an amount in cash equal to the
Exercise Price on the day immediately preceding the date the Warrant is
presented for exercise, multiplied by such fraction.
All Warrants surrendered upon exercise shall be canceled and disposed
of by the Company. The Company shall keep copies of this Warrant and any notices
received hereunder available for inspection by the normal business hours at its
office.
SECTION 4. Payment of Taxes. The Company will pay all stamp taxes in
connection with the issuance, sale, delivery or transfer of the Warrants, as
well as all such taxes attributable to the initial issuance of Warrant Shares
upon the exercise of this Warrant and payment of the Exercise Price.
SECTION 5. Mutilated or Missing Warrants. In case any of the Warrants
shall be mutilated, lost, stolen or destroyed, upon delivery of an indemnity
agreement or security satisfactory to the Company in form, scope, substance and
amount, the Company shall issue, in exchange and substitution for and upon
cancellation of the mutilated Warrants or in lieu of and substitution for the
Warrant lost, stolen or destroyed, a new Warrant of like tenor and representing
an equivalent number of Warrants .
SECTION 6. Reservation of Warrant Shares. The Company will at all times
reserve and keep available, free from preemptive or similar rights, out of the
aggregate of its authorized but unissued capital stock or its authorized and
issued capital stock held in its treasury, for the purpose of enabling it to
satisfy any obligation to issue Warrant Shares upon exercise of Warrants, the
maximum number of shares of each class of capital stock constituting a part of
the Warrant Shares which may then be deliverable upon the exercise of all
outstanding Warrants. The Company shall cause all Warrant Shares of each class
of Common Stock or other securities reserved for issuance upon exercise of the
Warrants to be listed (or to be listed subject to notice of issuance) on each
securities exchange on which such shares of Common Stock or any such other
securities are listed.
The Company or, if appointed, the transfer agent for shares of each
class of Common Stock (the "Transfer Agent") and every subsequent transfer agent
for any shares of the Company's capital stock issuable upon the exercise of the
Warrants will be irrevocably authorized and directed at all times to reserve
such number of authorized shares as shall be required for such purpose. The
Company will keep a copy of this Warrant on file with the Transfer Agent and
with every subsequent transfer agent for any shares of the Company capital stock
issuable upon the exercise of the rights of purchase represented by the
Warrants. The Company will furnish such Transfer Agent a copy of all notices of
adjustments, and certificates related thereto, transmitted to each holder
pursuant to Section 7.
The Company covenants that all Warrant Shares which may be issued upon
exercise of Warrants will, upon payment of the Exercise Price therefor and
issue, be validly issued, fully paid, nonassessable, free of preemptive or
similar rights and free from all taxes, liens, charges and security interests
with respect to the issue thereof.
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SECTION 7. Adjustments, Notices and Other Events.
(a) Adjustment of Exercise Price. Subject to the provisions of
this Section 7, the Exercise Price in effect from time to time shall be
subject to adjustment, as follows:
(i) In case the Company shall (x) declare a dividend
or make a distribution on the outstanding shares of its Common
Stock in shares of its Common Stock, (y) subdivide or
reclassify the outstanding shares of its Common Stock into a
greater number of shares, or (z) combine or reclassify the
outstanding shares of its Common Stock into a smaller number
of shares, the Exercise Price in effect immediately after the
record date for such dividend or distribution or the effective
date of such subdivision, combination or reclassification
shall be adjusted so that it shall equal the price determined
by multiplying the Exercise Price in effect immediately prior
thereto by a fraction, of which (A) the numerator shall be the
number of shares of Common Stock outstanding immediately
before such dividend, distribution, subdivision, combination
or reclassification, and of which (B) the denominator shall be
the number of shares of Common Stock outstanding immediately
after such dividend, distribution, subdivision, combination or
reclassification. Any shares of Common Stock of the Company
issuable in payment of a dividend shall be deemed to have been
issued immediately prior to the record date for such dividend
for purposes of calculating the number of outstanding shares
of Common Stock of the Company under Section 7(a)(ii) and
7(a)(iii) hereof. Such adjustment shall be made successively
whether any event specified above shall occur.
(ii) In case the Company shall fix a record date for
the issuance of rights, options, warrants or convertible or
exchangeable securities to all holders of its Common Stock
entitling them (for a period expiring within forty-five (45)
days after such record date) to subscribe for or purchase
shares of its Common Stock at a price per share less than the
Current Market Price (as such term is defined in Section
7(a)(iv) hereof) of a share of Common Stock of the Company on
such record date, the Exercise Price shall be adjusted
immediately thereafter so that it shall equal the price
determined by multiplying the Exercise Price in effect
immediately prior thereto by a fraction, of which (A) the
numerator shall be the number of shares of Common Stock
outstanding on such record date plus the number of shares of
Common Stock which the aggregate offering price of the total
number of shares of Common Stock so offered would purchase at
the Current Market Price per share, and of which (B) the
denominator shall be the number of shares of Common Stock
outstanding on such record date plus the number of additional
shares of Common Stock offered for subscription or purchase.
Such adjustment shall be made successively whenever such a
record date is fixed. To the extent that any such rights,
options, warrants or convertible or exchangeable securities
are not so issued or expire unexercised, the Exercise Price
then in effect shall be readjusted to the Exercise Price which
would then be in effect if such unissued or unexercised
rights, options, warrants or convertible or exchangeable
securities had not been issuable.
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(iii) In case the Company shall fix a record date for
the making of a distribution to all holders of shares of its
Common Stock (A) of shares of any class other than its Common
Stock or (B) of evidences of its indebtedness or (C) of assets
(excluding cash dividends or distributions (other than
extraordinary cash dividends or distributions), and dividends
or distributions referred to in Subsection 7(a)(i) hereof) or
(D) of rights, options, warrants or convertible or
exchangeable securities (excluding those rights, options,
warrants or convertible or exchangeable securities referred to
in Section 7(a)(ii) hereof), then in each such case the
Exercise Price in effect immediately thereafter shall be
determined by multiplying the Exercise Price in effect
immediately prior thereto by a fraction, of which (x) the
numerator shall be the total number of shares of Common Stock
outstanding on such record date multiplied by the Current
Market Price (as such term is defined in Section 7(a)(iv)
hereof) per share on such record date, less the aggregate fair
market value as determined in good faith by the Board of
Directors of the Company of said shares or evidences of
indebtedness or assets or rights, options, warrants or
convertible or exchangeable securities so distributed, and of
which (y) the denominator shall be the total number of shares
of Common Stock outstanding on such record date multiplied by
such Current Market Price per share. Such adjustment shall be
made successively whenever such a record date is fixed. In the
event that such distribution is not so made, the Exercise
Price then in effect shall be readjusted to the Exercise Price
which would then be in effect if such record date had not been
fixed.
(iv) For the purpose of any computation under Section
7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per
share at any date (the "Computation Date") shall be deemed to
be the average of the daily Closing Prices of the Common Stock
for twenty (20) consecutive Trading Days ending the Trading
Day immediately preceding the Computation Date; provided,
however, that if there shall have occurred prior to the
Computation Date any event described in Subsection 7(a)(i),
7(a)(ii) or 7(a)(iii) which shall have become effective with
respect to market transactions at any time (the "Market-Effect
Date") on or within such 20-day period, the Closing Price for
each Trading Day preceding the Market-Effect Date shall be
adjusted, for purposes of calculating such average, by
multiplying such Closing Price by a fraction, of which (A) the
numerator shall be the Exercise Price as in effect immediately
prior to the Computation Date and of which (B) the denominator
shall be the Exercise Price as in effect immediately prior to
the Market-Effect Date, it being understood that the purpose
of this proviso is to ensure that the effect of such event on
the market price of the Common Stock shall, as nearly as
possible, be eliminated in order that the distortion in the
calculation of the Current Market Price may be minimized.
(b) No Adjustments to Exercise Price. No adjustment in the
Exercise Price in accordance with the provisions of Section 7(a)(i),
7(a)(ii) or 7(a)(iii) hereof need be made unless such adjustment would
amount to a change of at least 1% in such Exercise Price; provided,
however, that the amount by which any adjustment is not made by reason
of the provisions of this Section 7(b) shall be carried forward and
taken into account at the time of any subsequent adjustment in the
Exercise Price.
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(c) Adjustment of Number of Shares. Upon each adjustment of
the Exercise Price pursuant to Section 7(a)(i), 7(a)(ii) or 7(a)(iii)
hereof, each Warrant shall thereupon evidence the right to purchase
that number of Warrant Shares (calculated to the nearest hundredth of a
share) obtained by multiplying the number of Warrant Shares purchasable
immediately prior to such adjustment and dividing the product so
obtained by the Exercise Price in effect immediately after such
adjustment.
(d) Reorganizations. In case of any capital reorganization,
other than in the cases referred to in Section 7(a) hereof, or the
consolidation or merger of the Company with or into another corporation
(other than a merger or consolidation in which the Company is the
continuing corporation and which does not result in any
reclassification of the outstanding shares of Common Stock or the
conversion of such outstanding shares of Common Stock into shares of
other stock or other securities or property), or the sale or conveyance
of the property of the Company as an entirety or substantially as an
entirety (collectively such actions being hereinafter referred to as
"Reorganizations"), there shall thereafter be deliverable upon exercise
of any Warrant (in lieu of the number of Warrant Shares theretofore
deliverable) the number of shares of stock or other securities or
property to which a holder of the number of Warrant Shares which would
otherwise have been deliverable upon the exercise of such Warrant would
have been entitled upon such Reorganization if such Warrant had been
exercised in full immediately prior to such Reorganization. In case of
any Reorganization, appropriate adjustment, as determined in good faith
by the Board of Directors of the Company, shall be made in the
application of the provisions herein set forth with respect to the
rights and interests of the holder of this Warrant so that the
provisions set forth herein shall thereafter be applicable, as nearly
as possible, in relation to any shares or other property thereafter
deliverable upon exercise of the Warrants. Any such adjustments shall
be made by and set forth in a supplemental agreement prepared by the
Company or any successor thereto, between the Company, or any successor
thereto, and shall for all purposes hereof conclusively be deemed to be
an appropriate adjustment. The Company shall not effect any such
Reorganization, unless upon or prior to the consummation thereof the
successor corporation, or if the Company shall be the surviving
corporation in any such Reorganization and is not the issuer of the
shares of stock or other securities or property to be delivered to
holders of shares of the Common Stock outstanding at the effective time
thereof, then such issuer, shall assume by written instrument the
obligation to deliver to the holder of any Warrants such shares of
stock, securities, cash or other property as such holder shall be
entitled to purchase in accordance with the foregoing provisions.
(e) Verification of Computation. The Company shall select a
firm of independent accountants, which selection (i) may be its regular
firm of independent accountants and (ii) may be changed from time to
time, to verify each computation and/or adjustment made in accordance
with this Section 7. The certificate, report or other written statement
of any such firm shall be conclusive evidence of the correctness of any
computation made under this Section 7. Promptly upon its receipt of
such certificate, report or statement from such firm of independent
accountants, the Company shall deliver a copy thereof to the holder of
this Warrant.
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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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property purchasable upon exercise of each Warrant after giving effect
to such adjustment. Such Certificate shall be accompanied by the
accountant's verification required by Section 7(e) hereof.
SECTION 8. Notices. Any notice or demand authorized by the Warrants to
be given or made by the registered holder of any Warrant to or on the Company
shall be sufficiently given or made when received at the office of the Company
expressly designated by the Company at its office for purposes of the Warrants
(until Warrant holders are otherwise notified in accordance with this Section by
the Company), as follows:
Key Energy Group, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, President
Any notice pursuant to the Warrants to be given by the Company to the
registered holder(s) of any Warrant shall be sufficiently given when received by
such holder at the address appearing on the Warrant register of the Company
(until the Company is otherwise notified in accordance with this Section by such
holder).
SECTION 9. Cash Distributions and Dividends. If the Company pays a
dividend or makes a distribution to the holders of its Common Stock of any
securities (other than Common Stock) or property (including cash and securities
of other companies) of the Company, or any rights, options or warrants to
purchase securities (other than Common Stock) or property (including securities
of other companies) of the Company, then, simultaneously with the payment of
such dividend or the making of such distribution, and as a condition precedent
to its right to do so, the Company will pay or distribute to the holders of the
Warrants an amount of property (including without limitation cash) and/or
securities (including without limitation securities of other companies) of the
Company as would have been received by such holders had they exercised (whether
or not the Warrants were then exercisable) all of the Warrants immediately prior
to the record date (or other applicable date) used for determining stockholders
of the Company entitled to receive such dividend or distribution.
SECTION 10. No Rights or Liabilities as Stockholder; Information.
Nothing contained in this Warrant shall be construed as conferring upon the
holder hereof the right to vote or to consent as stockholders in respect of the
meetings of stockholders or the election of members of the Board of Directors of
the Company or any other matter, or any rights whatsoever as stockholders of the
Company or as imposing any obligation on such holder to purchase any securities
or as imposing any liabilities on such holder as a stockholder sf the Company,
whether such obligation or liabilities are asserted by the Company or by
creditors of the Company. Notwithstanding the foregoing, the Company will
furnish to each holder of any Warrants, promptly upon their becoming available,
copies of all financial statements, reports, notices and proxy statements sent
or made available generally by the Company to its stockholders or otherwise
filed pursuant to the provisions of the Securities Act or the Securities
Exchange Act of 1934, as amended. The Company shall give to each Warrant holder
written notice of any determination to register any of its Common Stock at the
same time that it gives notice to any holder of securities of the Company
entitled to rights to register securities under the Securities Act.
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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
affixed.
KEY ENERGY GROUP, INC.
By:_____________________
[Seal] ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, President
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FORM OF ELECTION TO PURCHASE
(To Be Executed Upon Exercise of Warrant)
The undersigned holder hereby represents that he, she or it is the
registered holder of this Warrant, and hereby irrevocably elects to exercise the
right, represented by this Warrant, to receive
shares of Common Stock, $.10 par value, of KEY ENERGY GROUP, INC., and
herewith tenders payment for such shares, to the order of KEY ENERGY GROUP,
INC., the amount of $
in accordance with the terms hereof. The undersigned requests that a
certificate for such shares be registered in the name of the undersigned or
nominee hereinafter set forth, and further that such certificate be delivered to
the undersigned at the address hereinafter set forth or to such other person or
entity as is hereinafter set forth. If said number of shares is less than all of
the shares of Common Stock purchasable hereunder, the undersigned requests that
a new Warrant representing the remaining balance of such shares be registered in
the name of the undersigned or nominee hereinafter set forth, and further that
such certificate be delivered to the undersigned at the address hereinafter set
forth or to such other person or entity as is hereinafter set forth.
Certificate to be registered as follows:
Certificate to be delivered as follows:
Date:
(Signature must conform in
all respects to the name of
the holder as specified on
the face of the Warrant,
unless Form of Assignment
has been executed)
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FORM OF ASSIGNMENT
[To be executed upon Transfer of Warrant]
For value received, the undersigned registered holder of the within
Warrant hereby sells, assigns and transfers unto __________________ the right
represented by such Warrant to purchase ________ shares of Common Stock of KEY
ENERGY GROUP, INC. (the "Company") to which such Warrant relates, and appoints
______________ its Attorney to make such transfer on the books of the Company
maintained for such purpose, with full power of substitution in the premises.
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(Signature must conform in all respects to
name of holder as specified on the face of
Warrant)
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(Street Address)
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(City), (State) (Zip Code)
-12-