exv10w2



 





Exhibit 10.2




DRILLING RIGS

PURCHASE AND SALE AGREEMENT




     THIS DRILLING RIGS PURCHASE AND SALE AGREEMENT (this “Agreement “) is entered into as of
January 4, 2008 (the “Effective Date”), by and between Bronco Drilling Company, Inc., a Delaware
corporation (“Bronco”), Hays Trucking, Inc., an Oklahoma corporation and wholly-owned subsidiary of
Bronco (“Hays”), and Challenger Limited, a company organized under the laws of the Isle of Man
(“Buyer”). Bronco and Hays are collectively referred to herein as “Sellers”.



RECITALS




     WHEREAS, Bronco desires to sell to Buyer, and the Buyer desires to purchase from Bronco, the
drilling rigs and related equipment described in Part 1 of the Inventory shown on Exhibit A
(the “Drilling Rigs”) in accordance with the terms and conditions of this Agreement; and



     WHEREAS, Hays desires to sell to Buyer, and the Buyer desires to purchase from Hays, the
vehicles and equipment that support the Drilling Rigs described in Part 2 of the Inventory shown on
Exhibit A (the “Support Equipment”; the Support Equipment and the Drilling Rigs are
collectively referred to herein as the “Property”) in accordance with the terms and conditions of
this Agreement; and



     NOW, THEREFORE, in consideration for the mutual promises and conditions contained herein, and
other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
Sellers and Buyer hereby agree as follows:



ARTICLE 1

Purchase and Sale




     1.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, at the
Closing, (a) Bronco agrees to sell, assign, transfer and deliver to Buyer, and Buyer agrees to
purchase from Bronco, free and clear of any and all liens, all of Bronco’s right, title and
interest in and to the Drilling Rigs, and (b) Hays agrees to sell, assign, transfer and deliver to
Buyer, and Buyer agrees to purchase from Hays, free and clear of any and all liens, all of Hays’s
right, title and interest in and to the Support Equipment.



     1.2 Purchase Price. The aggregate purchase price (the “Purchase Price”) for the
Property is Thirteen Million Four Hundred Eight Thousand Four Hundred Fifty-Six Dollars
(US$13,408,456), Two Million Forty Thousand Dollars (US$2,040,000) of which shall be paid by Buyer
to Hays for the Support Equipment and Eleven Million Three Hundred Sixty-Eight Thousand Four
Hundred Fifty-Six Dollars (US$11,368,456) of which shall be paid by Buyer to Bronco for the
Drilling Rigs, as follows:



          (a) Payment to Hays. Buyer shall pay Two Million Forty Thousand Dollars
(US$2,040,000) to Hays by wire transfer of immediately available funds to the account previously
designated in writing by Hays to Buyer pursuant to the following schedule:




               (i) One Million Dollars (US$1,000,000) on the Closing Date, as defined herein (the “Closing
Date Payment”);



               (ii) Seven Hundred Fifty Thousand Dollars (US$750,000) within thirty (30) days subsequent to
the Closing Date; and



 









 





               (iii) Two Hundred Ninety Thousand Dollars (US$290,000) within seventy-five (75) days
subsequent to the Closing Date.



          (b) Payment to Bronco. Buyer shall pay Eleven Million Three Hundred Sixty-Eight
Thousand Four Hundred Fifty-Six Dollars (US$11,368,456) to Bronco by (i) delivering to Bronco at
Closing a senior secured promissory note (the “Promissory Note”) in the form attached hereto as
Exhibit B in the original principal amount of Ten Million Nine Hundred Eight Thousand Four
Hundred Fifty-Six Dollars (US$10,908,456), payable in twelve consecutive equal quarterly
installments of Nine Hundred Nine Thousand Thirty Eight Dollars (US$909,038), with the first
payment thereon due one hundred twenty (120) days after the Closing Date, and (ii) the wire
transfer within seventy-five (75) days subsequent to the Closing Date of Four Hundred Sixty
Thousand Dollars (US$460,000) in immediately available funds to the account previously designated
in writing by Bronco.




     1.3 As Is, Where Is Sale. Sale of the Property shall be on an “AS IS, WHERE IS”
basis, without any obligation on the part of Sellers to load-out or transport the Property to a
different location, and without any obligation on the part of the Sellers to incur any costs or
expenses associated with the load-out or transportation of the Property.



     1.4 Damage to the Property. If any damage to the Property occurs prior to the Closing
by reason of fire or other casualty which causes substantial damage to the Property, Sellers will
give Buyer immediate notice of such event. Buyer may elect to terminate this Agreement by giving
notice to Sellers after receiving the notice from Sellers of the substantial damage to the
Property, in which event this Agreement and the respective rights and obligations of the parties
hereunder shall terminate. If Buyer does not elect to terminate this Agreement, the parties shall
proceed to close the transaction, and Bronco or Hays, as applicable, shall assign, by written
instrument, any resulting insurance proceeds to Buyer. To the extent Bronco or Hays actually
receive insurance proceeds for any such damage to the Drilling Rigs, such party shall assign any
such insurance proceeds as are actually received to the Buyer.



     1.5 Markings. Upon Delivery of the Property to Buyer, Buyer shall change all markings
which may appear on the Drilling Rigs so as to delete all references to “Bronco” and “Hays” as soon
as reasonably possible.



     1.6 Assignment of Third Party Warranties. To the extent, and only to the extent, that
Sellers have assignable rights under any warranty or service policy issued by any third party
manufacturer, retailer or service company against defects in materials and workmanship with respect
to the Property (it being understood by Buyer that there is no warranty or service policy with
respect to the Property issued by Sellers or their affiliates), Sellers hereby assign, transfer and
deliver to Buyer all of Sellers’ right, title, and interest in and to any and all such warranties.
Upon Buyer’s request, Sellers will give Buyer reasonable assistance in enforcing the rights of
Buyer arising under such warranties or service policies, but Buyer will reimburse Sellers on demand
for reasonable costs and expenses (including attorney’s fees and expenses) incurred by Sellers in
rendering such assistance. Sellers make no representation or warranty as to the assignability of
any such rights or as to the validity or scope of any such rights.



ARTICLE 2

Closing




     2.1 Closing. The closing of the transactions contemplated in this Agreement (the
“Closing”), shall take place at the offices of Bronco on or before January 31, 2008, or at such
other time and place as the parties hereto may mutually agree (the “Closing Date”).



     2.2 Sellers’ Deliverables at Closing. At Closing, Bronco, with respect to the
Drilling Rigs, and Hays, with respect to the Support Equipment, shall deliver to Buyer the
following:



 









 





          (a) Delivery (as defined herein) of the Property;




          (b) a duly executed bill of sale in the form shown on Exhibit C (the “Bill of Sale”);




          (c) certificates and other documents of title with respect to all of the Property which
documents of title have been issued, free and clear of any liens;




          (d) customary certificates certifying as to compliance with the terms of this Agreement;




          (e) any document, certificate or instrument reasonably requested by Buyer or otherwise
necessary to consummate the transactions contemplated in this Agreement; and




          (f) certificates evidencing the payment of ad valorem taxes assessed against the Property for
the year prior to the year of the Closing Date. Such ad valorem taxes for the year in which the
Closing occurs shall be prorated between Sellers and Buyer as of the Closing Date. Bronco shall be
charged for all such taxes on the Drilling Rigs and Hays shall be charged for all such taxes on the
Support Equipment, in each case up to and including the Closing Date, and Buyer shall be charged
for all of the same after the Closing Date. If the amount of the taxes for the year in which the
Closing occurs is not known at Closing, then the taxes for the year in which the Closing occurs
shall be prorated initially on the basis of the taxes for the previous year but when the amount of
the taxes for the year in which the Closing occurs becomes known, such estimated proration shall be
adjusted between the parties hereto (if necessary) so that such proration will be finally based
upon the actual taxes for the year in which the Closing occurs. The obligations of the parties
under this subparagraph shall survive the Closing.




     2.3 Delivery. “Delivery” of the Property shall mean and will be deemed to have
occurred when Sellers take the following actions:



          (a) execute and deliver to Buyer the Bill of Sale; and




          (b) confirm in writing to Buyer that Sellers grants Buyer access to the facilities of Sellers
at which the Property is located for a reasonable period of time after Closing in order to take
possession and control of the Property and remove the Property from such facilities.




     2.4 Buyer’s Deliverables at Closing. At the Closing, Buyer shall deliver the
following items:



          (a) to Hays, the Closing Date Payment, by wire transfer of immediately available funds to an
account designated by Hays;




          (b) to Bronco, the Promissory Note; and




          (c) any document, certificate or instrument reasonably requested by Sellers or otherwise
necessary to consummate the transactions contemplated in this Agreement.




ARTICLE 3

Representations and Warranties of Sellers




     Sellers hereby represent and warrant to Buyer that the following statements are true and
correct as of the Effective Date and will be true and correct as of the Closing Date.




 









 





     3.1 Ownership and No Other Warranties.



          (a) Bronco warrants that (i) it is a corporation duly organized, legally existing and in good
standing under the laws of the State of Delaware, (ii) it has full power and authority to execute,
deliver and perform this Agreement and any related document executed or to be executed in relation
to this Agreement, (iii) it is the lawful owner of the Drilling Rigs and has the right to sell and
convey the Drilling Rigs to Buyer, (iv) at the time of Delivery, the Drilling Rigs will be free of
liens and encumbrances, (v) Part 1 of Exhibit A contains an accurate list of the Drilling
Rigs and their specifications, (vi) the Drilling Rigs materially conform to such specifications,
and (vii) it will defend the title to the Drilling Rigs against the claims of all persons
whomsoever;




          (b) Hays warrants that (i) it is a corporation duly organized, legally existing and in good
standing under the laws of the State of Oklahoma, (ii) it has full power and authority to execute,
deliver and perform this Agreement and any related document executed or to be executed in relation
to this Agreement, (iii) it is the lawful owner of the Support Equipment and has the right to sell
and convey the Support Equipment to Buyer, (iv) at the time of Delivery, the Support Equipment will
be free of liens and encumbrances, (v) Part 2 of Exhibit A contains an accurate list of the
Support Equipment, and (vii) it will defend the title to the Support Equipment against the claims
of all persons whomsoever.




          (c) EXCEPT FOR THE FOREGOING CLAUSES 3.1(a) and 3.1(b), SELLERS MAKE NO WARRANTIES (EXPRESS OR
IMPLIED) AND ASSUME NO RESPONSIBILITY OR LIABILITY REGARDING THE PROPERTY, INCLUDING ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE WITH ANY FOREIGN OR
DOMESTIC LAWS, RULES, OR REGULATIONS (INCLUDING BUT NOT LIMITED TO LAWS, RULES AND REGULATIONS
CONCERNING HEALTH, SAFETY AND THE ENVIRONMENT) OR ANY PATENT INFRINGEMENT OR LATENT OR PATENT
DEFECTS AND SELLERS SHALL IN NO EVENT BE LIABLE TO BUYER FOR ANY BREACH OF WARRANTY, EXPRESS OR
IMPLIED, IN FACT OR IN LAW, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. FURTHERMORE, EXCEPT
AS EXPRESSLY SET FORTH HEREIN TO THE CONTRARY, SELLERS SHALL NOT WARRANT OR ASSUME ANY
RESPONSIBILITY OR LIABILITY RELATING TO THE ACCURACY OR COMPLETENESS OF ANY INVENTORY PROVIDED (OR
WHICH MAY BE PROVIDED) BY SELLERS IN CONJUNCTION WITH THE SALE AND PURCHASE OF THE PROPERTY.




     3.2 No Brokers. No agent, broker, investment banker, finder, financial advisor or
other person is or will be entitled to any broker’s or finder’s fee or any other commission or
similar fee from Sellers in connection with the transactions contemplated in this Agreement, and no
person is entitled to any fee or commission or like payment in respect thereof based in any way on
agreements, arrangements or understandings made by or on Sellers’ behalf.



ARTICLE 4

Representations and Warranties of Buyer




     Buyer represents and warrants to the Sellers as follows:



     4.1 No Brokers. No agent, broker, investment banker, finder, financial advisor or
other person is or will be entitled to any broker’s or finder’s fee or any other commission or
similar fee from Buyer in connection with the transactions contemplated in this Agreement and no
person is entitled to any fee or commission or like payment in respect thereof based in any way on
agreements, arrangements or understandings made by or on Buyer’s behalf.



     4.2 Sophisticated Purchaser. Buyer, as a drilling contractor, is a sophisticated
purchaser of the Property, has inspected the Property to its complete satisfaction, is purchasing
the Property on an “AS IS,” “WHERE IS,” basis, without any warranty, either express or implied,
based on its inspection and knowledge



 









 




of drilling equipment, drilling rigs, trucking equipment and cranes and not on any
representation made by
Seller or any of its affiliates or representatives as to the physical
condition, design, operation or fitness for a particular purpose.




     4.3 Payments. All payments due to Seller hereunder shall be made with funds that are
from legitimate sources in connection with Seller’s regular business activities and that were not
and are not directly or indirectly derived from activities that may contravene Laws of any
Governmental Authority, including anti-money laundering laws and regulations.



     4.4 Prohibited Transactions. To the knowledge of Buyer, neither of (i) Buyer, (ii)
any person controlling or controlled by Buyer, (iii) any person with a beneficial interest in
Buyer, nor (iv) any person for whom Buyer is acting as agent or nominee in connection with the
transactions contemplated herein, is a country, territory, individual or entity described or
designated in the Specially Designated Nationals and Blocked Persons List of the U.S. Treasury
Department’s Office of Foreign Assets Control (“OFAC”) or in section 1 of the Anti-Terrorism Order
or prohibited under any program administered by OFAC. To the knowledge of Buyer, no such person
engages in transactions with any such person.



     4.5 Full Disclosure. All documents and other papers delivered by or on behalf of
Buyer in connection with this Agreement and the transactions contemplated herein are true, correct
and complete. The information furnished by or on behalf of Buyer in connection with this Agreement
and the transactions contemplated herein do not contain any untrue statement of material fact and
do not omit to state any material fact necessary to make the statements made, in the context in
which they were made, false or misleading.



ARTICLE 5

Post-Closing Agreements




     Each party, as applicable, covenants and agrees to do the following from and after the Closing
Date:



     5.1 Further Actions. Each of Bronco and Hays, as applicable, shall execute and
deliver at its own expense, such further instruments of transfer and conveyance, documents and
certificates as may be reasonably necessary in order to more effectively convey and transfer to
Buyer the Drilling Rigs and Support Equipment, to aid and assist in reducing to possession or
exercising rights with respect to the Drilling Rigs and Support Equipment, or to consummate any of
the transactions contemplated in this Agreement.



     5.2 Ad Valorem and Transfer Taxes. Ad valorem taxes attributable to the Property for
periods ending on the day immediate preceding the Closing Date shall be the responsibility of the
applicable Seller, and ad valorem taxes attributable to the Property for periods on and after the
Closing Date shall be the responsibility of Buyer. Buyer shall be responsible for the timely
payment of, and shall indemnify and hold harmless Sellers against, Buyer’s portion of all ad
valorem taxes and all sales (including, without limitation, bulk sales), use, value added,
transfer, documentary, stamp, gross receipts, license, registration, conveyance, excise and other
similar taxes and fees (collectively, “Transfer Taxes”), arising out of or in connection with or
attributable to the transactions effected pursuant to this Agreement. Buyer shall prepare and
timely file all tax returns required to be filed with respect to such Transfer Taxes (including,
without limitation, all notices required to be given with respect to such Transfer Taxes);
provided, however, Sellers shall be permitted to prepare any such tax returns that are the primary
responsibility of Sellers under applicable law.



ARTICLE 6

Indemnities




     6.1 Sellers’ Indemnities.



          (a) BRONCO HEREBY AGREES TO BE RESPONSIBLE FOR, PROTECT,




 









 




INDEMNIFY, DEFEND AND HOLD HARMLESS BUYER, ITS SUBSIDIARIES AND AFFILIATES AND THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND INSURERS FROM AND AGAINST ANY AND ALL
CLAIMS, DEMANDS, COSTS AND CAUSES OF ACTION (INCLUDING REASONABLE ATTORNEY’S FEES AND EXPENSES)
MADE AGAINST THE DRILLING RIGS OR, ALTERNATIVELY, AGAINST BUYER OR ANY SUBSIDIARY OR AFFILIATE
THEREOF WHICH RELATE TO: (I) BRONCO, OR ITS SUBSIDIARIES OR AFFILIATES, OCCUPATION AND USE OF THE
DRILLING RIGS OR THEIR OWNERSHIP AND OPERATION INCURRED OR LEVIED BY ANY PERSON, ENTITY OR
GOVERNMENTAL AUTHORITY PROVIDED THAT SUCH CLAIM, DEMAND, COST OR CAUSE OF ACTION ARISES FROM EVENTS
WHICH OCCUR OR ARE DEEMED TO HAVE OCCURRED PRIOR TO DELIVERY OF THE DRILLING RIGS TO BUYER AS
PROVIDED IN ARTICLE 2.2; OR (II) ANY BREACH OF ANY OF THE REPRESENTATIONS, WARRANTIES OR COVENANTS
OF BRONCO CONTAINED IN THIS AGREEMENT.




          (b) HAYS HEREBY AGREES TO BE RESPONSIBLE FOR, PROTECT, INDEMNIFY, DEFEND AND HOLD HARMLESS
BUYER, ITS SUBSIDIARIES AND AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
REPRESENTATIVES, AND INSURERS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, COSTS AND CAUSES OF
ACTION (INCLUDING REASONABLE ATTORNEY’S FEES AND EXPENSES) MADE AGAINST THE SUPPORT EQUIPMENT OR,
ALTERNATIVELY, AGAINST BUYER OR ANY SUBSIDIARY OR AFFILIATE THEREOF WHICH RELATE TO: (I) HAYS, OR
ITS SUBSIDIARIES OR AFFILIATES, OCCUPATION AND USE OF THE SUPPORT EQUIPMENT OR THEIR OWNERSHIP AND
OPERATION INCURRED OR LEVIED BY ANY PERSON, ENTITY OR GOVERNMENTAL AUTHORITY PROVIDED THAT SUCH
CLAIM, DEMAND, COST OR CAUSE OF ACTION ARISES FROM EVENTS WHICH OCCUR OR ARE DEEMED TO HAVE
OCCURRED PRIOR TO DELIVERY OF THE SUPPORT EQUIPMENT TO BUYER AS PROVIDED IN ARTICLE 2.2; OR (II)
ANY BREACH OF ANY OF THE REPRESENTATIONS, WARRANTIES OR COVENANTS OF HAYS CONTAINED IN THIS
AGREEMENT.




     6.2 Buyer Indemnities. BUYER HEREBY AGREES TO BE RESPONSIBLE FOR, PROTECT, INDEMNIFY,
DEFEND AND HOLD HARMLESS SELLERS, THEIR SUBSIDIARIES AND AFFILIATES AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND INSURERS FROM AND AGAINST ANY AND ALL CLAIMS,
DEMANDS, COSTS AND CAUSES OF ACTION (INCLUDING REASONABLE ATTORNEY’S FEES AND EXPENSES) MADE
AGAINST THE PROPERTY OR, ALTERNATIVELY, AGAINST SELLERS OR ANY SUBSIDIARY OR AFFILIATE THEREOF
WHICH RELATE TO: (I) BUYER’S OR ITS SUBSIDIARIES OR AFFILIATES, OCCUPATION AND USE OF THE PROPERTY
OR THEIR OWNERSHIP AND OPERATION INCURRED OR LEVIED BY ANY PERSON, ENTITY OR GOVERNMENTAL AUTHORITY
PROVIDED THAT SUCH CLAIM, DEMAND, COST OR CAUSE OF ACTION ARISES FROM EVENTS WHICH OCCUR OR ARE
DEEMED TO HAVE OCCURRED AFTER DELIVERY OF THE PROPERTY TO BUYER AS PROVIDED IN ARTICLE 2.2, OR (II)
ANY BREACH OF ANY OF THE REPRESENTATIONS, WARRANTIES OR COVENANTS OF BUYER CONTAINED IN THIS
AGREEMENT.



ARTICLE 7

Miscellaneous




     7.1 Governing Law; Attorneys’ Fees. This Agreement and shall be governed by,
construed, interpreted and applied in accordance with the laws of the State of Oklahoma, without
giving effect to any conflict of laws rules that would refer the matter to the laws of another
jurisdiction.



 









 





     7.2 Arbitration. A party who desires to submit a Dispute for resolution shall
commence the dispute resolution process by providing the other parties to the Dispute written
notice of the Dispute (“Notice of Dispute”). The Notice of Dispute shall identify the parties to
the Dispute and contain a brief statement of the nature of the Dispute and the relief requested.
The submission of a Notice of Dispute shall toll any applicable statutes of limitation related to
the Dispute, pending the conclusion or abandonment of dispute resolution proceedings under this
Section 7.2.



     Any Dispute shall be exclusively and definitively resolved through final and binding
arbitration, it being the intention of the parties that this is a broad form arbitration agreement
designed to encompass all possible disputes. Unless otherwise agreed by all parties to the
Dispute, the place of arbitration shall be Oklahoma City, Oklahoma. The arbitration proceedings
shall be conducted in the English language and the arbitrator(s) shall be fluent in the English
language. The arbitration shall be conducted in accordance with the Rules of Arbitration of the
International Chamber of Commerce (“ICC”) (as then in effect) (the “Rules”). The arbitration shall
be conducted by three arbitrators, unless all parties to the Dispute agree to a sole arbitrator
within 30 days after the filing of the arbitration. For greater certainty, for purposes of this
Section 7.2, the filing of the arbitration means the date on which the claimant request for
arbitration is received by the other parties to the Dispute. If the arbitration is to be conducted
by a sole arbitrator, then the arbitrator will be jointly selected by the parties to the Dispute.
If the parties to the Dispute fail to agree on the arbitrator within 30 days after the filing of
the arbitration, then the ICC shall appoint the arbitrator. If the arbitration is to be conducted
by three arbitrators, then each party to the Dispute shall appoint one arbitrator within 30 days of
the filing of the arbitration, and the two arbitrators so appointed shall select the presiding
arbitrator within 30 days after the latter of the two arbitrators has been appointed by the parties
to the Dispute. If a party to the Dispute fails to appoint its party-appointed arbitrator or if
the two party-appointed arbitrators cannot reach an agreement on the presiding arbitrator within
the applicable time period, then the ICC shall appoint the remainder of the three arbitrators not
yet appointed.



     The award of the arbitral tribunal shall be final and binding. Judgment on the award of the
arbitral tribunal may be entered and enforced by any court of competent jurisdiction. All notices
required for any arbitration proceeding shall be deemed properly given if sent in accordance with
Section 7.5.



     All arbitrators shall be and remain at all times wholly impartial, and, once appointed, no
arbitrator shall have any ex parte communications with any of the parties to the Dispute concerning
the arbitration or the underlying Dispute other than communications directly concerning the
selection of the presiding arbitrator, where applicable.



     Without limiting the generality of the foregoing, any party to the Dispute may have recourse
to and shall be bound by the Pre-arbitral Referee Procedure (as defined in the Rules). The arbitral
tribunal is authorized to award costs and attorneys’ fees and to allocate them between the parties
to the Dispute. The costs of the arbitration proceedings, including attorneys’ fees, shall be
borne in the manner determined by the arbitral tribunal. The arbitral award shall be made and
payable in United States Dollars, free of any tax or other deduction. The parties waive their
rights to claim or recover, and the arbitral tribunal shall not award, any punitive, multiple, or
other exemplary damages (whether statutory or common law) except to the extent such damages have
been awarded to a third party and are subject to allocation between or among the parties to the
Dispute. To the extent permitted by law, any right to appeal or challenge any arbitral decision or
award, or to oppose enforcement of any such decision or award before a court or any governmental
authority, is hereby waived by the parties except with respect to the limited grounds for
modification or non-enforcement provided by any applicable arbitration statute or treaty.



     7.3 Successors and Assigns. The provisions hereof shall inure to the benefit of, and
be binding upon, the permitted assigns, successors, heirs, executors and administrators of the
parties hereto. This Agreement may not be assigned without the written consent of all other
parties and any attempted assignment



 









 




without such consent shall be null and void; provided, however, Buyer may assign all of its
rights and obligations hereunder to one of its affiliates.




     7.4 Entire Agreement; Amendment. This Agreement (including the Schedules and Exhibits
hereto), the other documents delivered pursuant hereto and referenced herein constitute the full
and entire understanding and agreement between the parties regarding Buyer’s purchase, and Sellers’
sale, of the Property and supersede any other agreement, written or oral, with regard to the
subject matter hereof, including, without limitation, that certain Letter Agreement, dated as of
November 15, 2007, by and between Bronco and Buyer. Except as expressly provided herein, neither
this Agreement nor any term hereof may be amended, waived, discharged or terminated, except by a
written instrument signed by the parties hereto.



     7.5 Notices, Etc. All notices and other communications required or permitted
hereunder shall be in writing and shall be mailed by certified or registered mail, postage prepaid
with return receipt requested, telecopy (with hard copy delivered by overnight courier service), or
delivered by hand, messenger or overnight courier service, and shall be deemed given when received
at the addresses of the parties set forth below, or at such other address furnished in writing to
the other parties hereto.



     If to Sellers:


Bronco Drilling Company, Inc.

16217 N. May Avenue

Edmond, OK 73013

United States of America

Attn: David Treadwell and Mark Dubberstein

Tel: 405.242.4444

Fax: 405.285.9234




     If to Buyer:


Challenger Limited

Regional Office – M.E.Q. Africa

1 El Moshier Ahmed Ismail Street

Heliopolis 11361

Cairo, Egypt

Attn: Hatem Fakhr

Tel: +202 2268 2810

Fax: +202 2267 6122




     7.6 No Third Party Beneficiary, Etc. There shall be no third party beneficiary
hereof. Neither the availability of, nor any limit on, any remedy hereunder shall limit the
remedies of any party hereto against third parties. A person who is not a party to this Assignment
has no right under the Contracts (Rights of Third Parties) Act 1999 as enacted under the laws of
England and Wales, or otherwise, to enforce any term of this Assignment but this does not affect
any right or remedy of a third party which exists or is available apart from the Contracts (Rights
of Third Parties) Act 1999, or otherwise.



     7.7 Severability. If any provision of this Agreement becomes or is declared by a
tribunal of competent jurisdiction to be illegal, unenforceable or void, the portions of such
provision, or such provision in its entirety, to the extent necessary, shall be severed from this
Agreement, and such tribunal will replace such illegal, void or unenforceable provision with a
valid and enforceable provision that will achieve, to the extent possible, the same economic,
business and other purposes of the illegal, void, or unenforceable provision. The balance of this
Agreement shall be enforceable in accordance with its terms.



 









 





     7.8 Counterparts. This Agreement may be executed in two counterparts, each of which
shall be an original, but all of which together shall constitute one and the same instrument. Any
counterpart may be delivered by facsimile; provided that attachment thereof shall constitute the
representation and warranty of the person delivering such signature that such person has full power
and authority to attach such signature and to deliver this Agreement.



     7.9 Titles and Subtitles. The titles of the paragraphs and subparagraphs hereof are
for convenience of reference only and are not to be considered in construing this Agreement.
References to an Article or an Exhibit herein are references to an Exhibit or Article of this
Agreement. The words “herein,” “hereof,” “hereto” and “hereunder” and other words of similar
import refer to this Agreement as a whole and not to any particular Article, Section or other
subdivision.



     7.10 Expenses. Except as otherwise expressly provided herein, each party hereto will
bear its respective costs and expenses incurred in connection with the preparation, execution and
performance of this Agreement and the transactions contemplated herein or therein, including
without limitation all fees and expenses of agents, representatives, counsel and accountants.



     7.11 Knowledge. When a representation or warranty in Articles 3 and 4 is made
to the knowledge of a party, it means actual knowledge of such fact or matter by, or actual
knowledge of such fact or matter by any executive officer of such party.



     7.12. Damages. Notwithstanding anything in this Agreement to the contrary, Sellers
shall not be liable for any incidental or consequential damages (including strict or absolute
liability in tort) caused or alleged to be caused directly or indirectly by the Property or any
inadequacy thereof or deficiency or defect therein or by any incident whatsoever in connection
therewith.



     7.13 Public Disclosure. Each party to this Agreement agrees with the other party
hereto that, except as may be required to comply with applicable law or the rules and regulations
of any stock exchange upon which the securities of one of the parties or its affiliates is listed,
no press release or similar public announcement or communication will be made or caused to be made
concerning the execution or performance of this Agreement unless specifically approved in advance
by all parties hereto; provided, however, that to the extent that either party to this Agreement is
required by applicable law or the rules and regulations of any stock exchange upon which the
securities of one of the parties or its affiliates is listed to make such a public disclosure, such
public disclosure shall only be made after prior consultation with the other party to this
Agreement, which shall include presenting to the other party hereto any draft press release or
similar disclosure and permitting such other party to review and comment thereon.



[SIGNATURE PAGE FOLLOWS]




 









 




IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the Effective Date.




BRONCO DRILLING COMPANY, INC.




	 	 	 	 	 
	By:

	 	/s/ David C. Treadwell
 

	 	 
	Name:

	 	David C. Treadwell	 	 
	Title:

	 	General Counsel and Asst. Secretary	 	 






HAYS TRUCKING, INC.




	 	 	 	 	 
	By:

	 	/s/ David C. Treadwell
 

	 	 
	Name:

	 	David C. Treadwell	 	 
	Title:

	 	Vice President and General Counsel	 	 






CHALLENGER LIMITED




	 	 	 	 	 
	By:

	 	/s/ Yalmez Salah El Din Ali Tatanaki
 

	 	 
	Name:

	 	Yalmez Salah El Din Ali Tatanaki	 	 
	Title:

	 	Director	 	 
	 
	 	 	 	 
	By:

	 	/s/ Abdullatif Janahi
 

	 	 
	Name:

	 	Abdullatif Janahi	 	 
	Title:

	 	Vice Chairman	 	 






 









 





EXHIBIT A

To

Drilling Rigs Purchase and Sale Agreement

Between

Bronco Drilling Company, Inc.,

Hays Trucking, Inc.

And

Challenger Limited




INVENTORY




(see attached)




 









 





EXHIBIT B

To

Drilling Rigs Purchase and Sale Agreement

Between

Bronco Drilling Company, Inc.,

Hays Trucking, Inc.

And

Challenger Limited




PROMISSORY NOTE




(see attached)





 









 








EXHIBIT C

To

Drilling Rigs Purchase and Sale Agreement

Between

Bronco Drilling Company, Inc.,

Hays Trucking, Inc.

And

Challenger Limited




BILL OF SALE




Date: January 4, 2008




     This is a Bill of Sale by BRONCO DRILLING COMPANY, INC., a company existing under the laws of
the State of Delaware (“Bronco”), with offices at 16217 N. May Avenue, Edmond, Oklahoma, HAYS
TRUCKING, INC., a company existing under the laws of the State of Oklahoma (“Hays”), with officers
at 16217 N. May Avenue, Edmond, Oklahoma, and CHALLENGER LIMITED, a company organized under the
laws of the Isle of Man (“Buyer”), with offices at 1 El Moshier Ahmed Ismail Street, Heliopolis
11361, Cairo, Egypt.



     1. For valuable consideration received, (a) Bronco hereby sells and conveys to Buyer the
drilling rigs and related equipment listed in Part 1 of the Inventory on Annex A to this Bill of
Sale (the “Drilling Rigs”), and (b) Hays hereby sells and conveys to Buyer the trucks, crane and
related equipment listed in Part 2 of the Inventory on Annex A to this Bill of Sale (the “Support
Equipment”). The Drilling Rigs and Support Equipment being collectively referred to herein as the
“Property”.



     2. Bronco, for itself and its respective successors and assigns, does hereby warrant to Buyer
and its respective successors and assigns, that the Drilling Rigs are free and clear of all
encumbrances, debts, liens, mortgages, charges, claims or attachments whatsoever, and that Bronco
will warrant and defend title to the Drilling Rigs against all claims whatsoever and by whomsoever.



     3. Hays, for itself and its respective successors and assigns, does hereby warrant to Buyer
and its respective successors and assigns, that the Support Equipment is free and clear of all
encumbrances, debts, liens, mortgages, charges, claims or attachments whatsoever, and that Hays
will warrant and defend title to the Support Equipment against all claims whatsoever and by
whomsoever.



     THE DRILLING RIGS AND THE SUPPORT EQUIPMENT ARE SOLD “AS IS-WHERE IS”. EXCEPT AS
SPECIFICALLY SET FORTH HEREIN, AND NEITHER BRONCO NOR HAYS MAKES ANY WARRANTIES (EXPRESS OR
IMPLIED) AND ASSUMES NO RESPONSIBILITY OR LIABILITY REGARDING ANY OF SUCH PROPERTY, INCLUDING ANY
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE WITH ANY
FOREIGN OR DOMESTIC LAWS, RULES, OR REGULATIONS (INCLUDING BUT NOT LIMITED TO LAWS, RULES AND
REGULATIONS CONCERNING HEALTH, SAFETY AND THE ENVIRONMENT) OR ANY PATENT INFRINGEMENT OR LATENT OR
PATENT DEFECTS AND NEITHER BRONCO NOR HAYS SHALL IN ANY EVENT BE LIABLE TO BUYER FOR ANY BREACH OF
WARRANTY, EXPRESS OR IMPLIED, IN FACT OR IN LAW, EXCEPT AS SPECIFICALLY SET FORTH HEREIN.
FURTHERMORE, NEITHER BRONCO NOR HAYS WARRANT OR ASSUME ANY RESPONSIBILITY OR LIABILITY RELATING TO
THE ACCURACY OR COMPLETENESS OF ANY INVENTORY PROVIDED (OR WHICH MAY BE PROVIDED) BY BRONCO OR HAYS
IN CONJUNCTION WITH THE SALE OF THE PROPERTY TO BUYER.



 









 





     3. This Bill of Sale shall bind and benefit any permitted successor and assign of Bronco or
Hays.



[SIGNATURE PAGE FOLLOWS]




 









 





EXECUTED as of the date first above written.




BRONCO DRILLING COMPANY, INC.




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 






HAYS TRUCKING, INC.




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 






AGREED TO AND ACCEPTED:




CHALLENGER LIMITED




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 






 









 





ANNEX A

TO

BILL OF SALE

Between

BRONCO DRILLING COMPANY, INC.,

HAYS TRUCKING, INC.

And

CHALLENGER LIMITED




Inventory




(see attached)