REGISTRATION RIGHTS AGREEMENT by and among Allis-Chalmers Energy Inc. and The Guarantors listed on Schedule A hereto and RBC Capital Markets Corporation Morgan Joseph & Co., Inc Dated as of January 29, 2007Registration Rights Agreement • January 29th, 2007 • Allis Chalmers Energy Inc. • Oil & gas field services, nec • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of January 24, 2007 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers 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 Purchasers set forth in Section 5(h) of the Purchase Agreement.
Allis-Chalmers Energy Inc. and the Guarantors listed on Schedule B heretoPurchase Agreement • January 29th, 2007 • Allis Chalmers Energy Inc. • Oil & gas field services, nec • New York
Securities issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC” or the “Depositary”) pursuant to a DTC Blanket Letter of Representations, to be dated as of or prior to the Closing Date (as defined in Section 2) (the “DTC Agreement”), from the Company to the Depositary.
