REGISTRATION RIGHTS AGREEMENT by and among Allis-Chalmers Energy Inc. and The Guarantors listed on Schedule A hereto and RBC Capital Markets Corporation Dated as of August 14, 2006Registration Rights Agreement • August 14th, 2006 • Allis Chalmers Energy Inc. • Oil & gas field services, nec • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of August 8, 2006 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchaser. In order to induce the Initial Purchaser to purchase the Initial Notes, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchaser set forth in Section 5(h) of the Purchase Agreement.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • August 14th, 2006 • Allis Chalmers Energy Inc. • Oil & gas field services, nec • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of August 11, 2006, among (a) (i) Allis-Chalmers GP, LLC, a Delaware limited liability company (“GP”), (ii) Allis-Chalmers LP, LLC, a Delaware limited liability company (“LP”), (iii) Allis-Chalmers Management, LP, a Texas limited partnership (“Management”), and (iv) Rogers Oil Tool Services, Inc., a Louisiana corporation (“Rogers” and, together with GP, LP and Management, the “Guaranteeing Subsidiaries”), each a subsidiary of Allis-Chalmers Energy Inc. (or its permitted successor), a Delaware corporation (the “Company”), (b) the Company, (c) the other Guarantors (as defined in the Indenture referred to herein) and (d) Wells Fargo Bank, N.A., a nationally chartered banking association (or its permitted successor), as trustee under the Indenture referred to below (the "Trustee”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 14th, 2006 • Allis Chalmers Energy Inc. • Oil & gas field services, nec
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of August 8, 2006, among ALLIS-CHALMERS ENERGY INC., a Delaware corporation, as borrower (the “Borrower”), the undersigned Guarantors (collectively, the “Guarantors”), ROYAL BANK OF CANADA, as Administrative Agent for the Lenders parties to the hereinafter defined Credit Agreement (in such capacity, the “Administrative Agent”) and the undersigned Lenders.
Allis-Chalmers Energy Inc. and the Guarantors listed on Schedule B heretoPurchase Agreement • August 14th, 2006 • Allis Chalmers Energy Inc. • Oil & gas field services, nec • New York
Introductory. Allis-Chalmers Energy Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to RBC Capital Markets Corporation (the “Initial Purchaser”) $95,000,000 aggregate principal amount of its 9.0% Senior Notes due 2014 (the “Notes”). The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”) dated January 18, 2006 among the Company, the Guarantors (as defined below) and Wells Fargo Bank, N.A., as trustee (the “Trustee”).
