exv4w2








    Exhibit 4.2



 




    INSTRUCTIONS AS
    TO USE OF ALLIS-CHALMERS ENERGY INC.

    WARRANT CERTIFICATES



 




    Contact
    Georgeson, Inc., the information agent, at
    (866) 577-4988
    if you have any questions



 



    The following instructions relate to the issuance by
    Allis-Chalmers Energy Inc. (the “Company”) of
    non-transferable warrants (the “Warrants”) entitling
    stockholders of record as of 5:00 p.m., New York City time,
    on June 1, 2009 to subscribe for an aggregate of
    35,683,688 shares of the Company’s common stock, par
    value $0.01 per share (“Common Stock”), on the terms
    and subject to the conditions described in the Company’s
    prospectus supplement, dated June 2, 2009 (the
    “Prospectus Supplement”).



 



    The number of Warrants to which you are entitled is printed on
    the face of your Warrant certificate (the “Warrant
    Certificate”). You should indicate your wishes with regard
    to the exercise of your Warrants by completing the appropriate
    portions of your Warrant Certificate (or the Notice of
    Guaranteed Delivery) and returning it to American Stock
    Transfer & Trust Company (the “Subscription
    Agent”) pursuant to the procedures described in the
    Prospectus Supplement.



 



    Your Warrant Certificate (or Notice of Guaranteed Delivery)
    and subscription price payment must be received by the
    Subscription Agent, on or before 5:00 p.m., Eastern Time,
    on June 19, 2009 (the “Expiration Date”). Once
    you have exercised the basic subscription right or the
    oversubscription right, you may not revoke your exercise.
    Warrants not exercised prior to the Expiration Date will
    expire.



 


		
	
    1.  
	
    METHOD OF
    SUBSCRIPTION — EXERCISE OF WARRANTS




 



    To exercise your Warrants, complete your Warrant Certificate and
    send the properly completed and executed Warrant Certificate
    evidencing such Warrants (with any signatures required to be
    guaranteed so guaranteed), together with payment in full of the
    aggregate subscription price for the shares of Common Stock
    subscribed for pursuant to the basic subscription right and the
    oversubscription right, to the Subscription Agent, on or prior
    to 5:00 p.m., Eastern Time, on June 19, 2009. Your
    payment will be held in a segregated account to be maintained by
    the Subscription Agent. All payments must be made in
    U.S. dollars for the full number of shares of Common Stock
    being subscribed for by (a) certified check or bank draft
    drawn upon a U.S. bank, or postal, telegraphic or express
    money order, payable to “American Stock
    Transfer & Trust Company, as Subscription
    Agent,” or (b) by wire transfer of immediately
    available funds, to the account maintained by the Subscription
    Agent for purposes of accepting subscriptions at JPMorgan Chase
    Bank, 55 Water Street, New York, New York 10005,
    ABA #021000021,
    Account # 957-341334,
    American Stock Transfer FBO Allis-Chalmers Energy Inc. (the
    “Subscription Account”). Any wire transfer should
    clearly indicate the identity of the Warrant holder who is
    paying the aggregate subscription price by the wire transfer.
    Payments will be deemed to have been received by the
    Subscription Agent only upon (i) receipt by the
    Subscription Agent of a certified check or bank draft drawn upon
    a U.S. bank or of a postal, telegraphic or express money
    order, or (ii) receipt of collected funds in the
    Subscription Account designated above.



 



    The Warrant Certificate and payment of the aggregate
    subscription price must be delivered to the Subscription Agent
    by one of the methods described below:



 


	 	 	 
	
    By mail or overnight courier:

    American Stock Transfer & Trust Company

    Operations Center

    Attn: Reorganization Department

    6201 15th Avenue

    Brooklyn, New York 11219
	
 
	
    By hand:

    American Stock Transfer & Trust Company

    Attn: Reorganization Department

    59 Maiden Lane

    New York, New York 10038









 



    Delivery other than in the manner or to the address listed above
    does not constitute valid delivery. For further assistance,
    please call the information agent at
    (866) 577-4988.



 



    By making arrangements with your bank or broker for the delivery
    of funds on your behalf, you may also request such bank or
    broker to exercise the Warrant Certificate on your behalf.
    Alternatively, you may cause a written guarantee substantially
    in the form enclosed with these instructions (the “Notice
    of Guaranteed Delivery”), from a member firm of a
    registered national securities exchange or a member of the
    Financial Industry Regulatory













 






    Authority, or from a commercial bank or trust company having an
    office or correspondent in the United States, or from a bank,
    stockbroker, savings and loan association, or credit union with
    membership in an approved signature guarantee medallion program,
    pursuant to
    Rule 17Ad-15
    of the Securities Exchange Act of 1934, as amended (each, an
    “Eligible Institution”), to be received by the
    Subscription Agent on or prior to the Expiration Date together
    with payment in full of the aggregate subscription price. Such
    Notice of Guaranteed Delivery must state your name, the number
    of Warrants represented by the Warrant Certificate held by you,
    the number of shares of Common Stock being subscribed for
    pursuant to your basic subscription right and the number of
    shares of Common Stock, if any, being subscribed for pursuant to
    the oversubscription right, and that you will guarantee the
    delivery to the Subscription Agent of any properly completed and
    executed Warrant Certificate evidencing such Warrants at or
    prior to 5:00 p.m., New York City time, on June 24,
    2009. The Notice of Guaranteed Delivery may be delivered to the
    Subscription Agent in the same manner as the Warrant Certificate
    at the addresses set forth above, or may be transmitted by an
    Eligible Institution to the Subscription Agent by facsimile
    transmission (Facsimile No.
    (718) 234-5001).
    To confirm facsimile deliveries, Eligible Institutions may call
    the Subscription Agent at
    (718) 921-8317.
    Additional copies of the Notice of Guaranteed Delivery may be
    obtained upon request from the information agent by calling the
    telephone number set forth above.



 



    Banks, brokers, and other nominee holders of Warrants who
    exercise the basic subscription right and the oversubscription
    right on behalf of beneficial owners of Warrants will be
    required to certify to the Subscription Agent and the Company,
    in connection with the exercise of the oversubscription right,
    as to the aggregate number of Warrants that have been exercised
    and the number of shares of Common Stock that are being
    subscribed for pursuant to the oversubscription right, by each
    beneficial owner of Warrants (including such nominee itself) on
    whose behalf such nominee holder is acting. If more shares are
    subscribed for pursuant to the oversubscription right than are
    available for sale, the shares will be allocated as described in
    the Prospectus Supplement.



 



    You will not be permitted to purchase fractional shares of
    Common Stock pursuant to the exercise of Warrants. We will
    accept any subscription indicating a purchase of fractional
    shares by rounding down to the nearest whole share number and,
    as soon as practicable, refunding without interest any payment
    received for a fractional share.



 



    If the aggregate subscription price paid by you is insufficient
    to purchase the number of shares of Common Stock subscribed for,
    or if no number of shares of Common Stock to be purchased is
    specified, then you will be deemed to have exercised the basic
    subscription right to purchase shares of Common Stock to the
    full extent of the payment tendered.



 



    If the aggregate subscription price paid by you exceeds the
    amount necessary to purchase the number of shares of Common
    Stock for which you have indicated an intention to subscribe
    (such excess being the “Subscription Excess”), then
    you will be deemed to have exercised the oversubscription right,
    to the fullest extent of the excess payment tendered, to
    purchase, to the extent available, that number of shares of
    Common Stock equal to the quotient obtained by dividing the
    Subscription Excess by $2.50. Any remaining amount shall be
    returned to you by mail without interest or deduction as soon as
    practicable after the Expiration Date and after all prorations
    and adjustments contemplated by the terms of the offering have
    been effected.



 


		
	
    2.  
	
    ISSUANCE
    OF SHARES AND RETURN OF EXCESS PAYMENTS




 



    The following deliveries and payments will be made to the
    address shown on the face of your Warrant Certificate unless you
    provide instructions to the contrary in your Warrant Certificate.



 



    (a) Issuance of Shares.  As soon as
    practicable after the completion of the offering, the shares of
    Common Stock subscribed for and issued pursuant to the exercise
    of your Warrants will be delivered to you. Such shares will be
    issued in the same form, certificated or book-entry, that your
    existing shares of Common Stock are held.



 



    (b) Excess Cash Payments.  If you exercise
    your oversubscription right and are allocated less than all of
    the shares of our Common Stock for which you wish to subscribe,
    your excess payment for shares that were not allocated to you
    will be returned to you by mail, without interest or deduction,
    as soon as practicable after the expiration date of the offering.



 


		
	
    3.  
	
    SALE OR
    TRANSFER OF WARRANTS




 



    The Warrants granted to you are non-transferable and, therefore,
    you may not sell, transfer, or assign your Warrants to anyone
    except as described in the Prospectus Supplement.













 





		
	
    4.  
	
    EXECUTION




 



    (a) Execution by Registered Holder.  The
    signature on the Warrant Certificate must correspond with the
    name of the registered holder exactly as it appears on the face
    of the Warrant Certificate without any alteration or change
    whatsoever. Persons who sign the Warrant Certificate in a
    representative or other fiduciary capacity must indicate their
    capacity when signing and, unless waived by the Subscription
    Agent in its sole and absolute discretion, must present to the
    Subscription Agent satisfactory evidence of their authority to
    so act.



 



    (b) Execution by Person Other than Registered
    Holder.  If the Warrant Certificate is executed by
    a person other than the holder named on the face of the Warrant
    Certificate, proper evidence of authority of the person
    executing the Warrant Certificate must accompany the same
    unless, for good cause, the Subscription Agent dispenses with
    proof of authority.



 



    (c) Signature Guarantees.  Your signature
    must be guaranteed by an Eligible Institution if you specify
    special delivery instructions.



 


		
	
    5.  
	
    METHOD OF
    DELIVERY TO SUBSCRIPTION AGENT




 



    The method of delivery of the Warrant Certificate and payment of
    the aggregate subscription price to the Subscription Agent will
    be at the election and risk of the Warrant holder, but, if sent
    by mail, it is recommended that the Warrant Certificate and
    payment be sent by registered mail, properly insured, with
    return receipt requested, and that a sufficient number of days
    be allowed to ensure delivery to the Subscription Agent prior to
    5:00 p.m., New York City time, on June 19, 2009.



 


		
	
    6.  
	
    SPECIAL
    PROVISIONS RELATING TO THE DELIVERY OF WARRANTS THROUGH THE
    DEPOSITORY TRUST COMPANY




 



    In the case of Warrants that are held of record through The
    Depository Trust Company (“DTC”), exercises of
    the basic subscription right and of the oversubscription right
    may be effected by instructing DTC to transfer Warrants from the
    DTC account of such holder to the DTC account of the
    Subscription Agent, together with certification as to the
    aggregate number of Warrants exercised and the number of shares
    of Common Stock subscribed for pursuant to the basic
    subscription right and the oversubscription right by each
    beneficial owner of Warrants on whose behalf such nominee is
    acting, and payment of the aggregate subscription price for the
    shares of Common Stock subscribed for pursuant to the basic
    subscription right and the oversubscription right.