Filed by Bowne Pure Compliance





Exhibit 10.1




SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT




THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is
entered into as of December 29, 2008, 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 and Collateral Agent for the Lenders parties to the hereinafter
defined Credit Agreement (in such capacities, the “Administrative Agent” and “Collateral Agent,”
respectively) and the undersigned Required Lenders.



Reference is made to the Second Amended and Restated Credit Agreement dated as of April 26,
2007 among Borrower, the Administrative Agent, the Collateral Agent and the Lenders parties
thereto, as amended by a First Amendment to Second Amended and Restated Credit Agreement dated as
of December 3, 2007 (as amended, the “Credit Agreement”). Unless otherwise defined in this
Amendment, capitalized terms used herein shall have the meaning set forth in the Credit Agreement;
all section, exhibit and schedule references herein are to sections, exhibits and schedules in the
Credit Agreement; and all paragraph references herein are to paragraphs in this Amendment.



RECITALS




A. The Borrower has requested certain amendments to the Credit Agreement and the Lenders are
willing, on the terms and conditions set forth herein to amend the Credit Agreement as hereinafter
set forth.




Accordingly, for adequate and sufficient consideration, the parties hereto agree, as follows:



Paragraph 1. Amendments. Effective as of the Second Amendment Effective Date, the
Credit Agreement is amended as follows:




1.1 Definitions. Section 1.01 of the Credit Agreement is amended as follows:




(a) The following definitions are amended in their entirety to read as follows:




“Agreement means this Second Amended and Restated Credit Agreement as amended by the
First Amendment to Second Amended and Restated Credit Agreement and the Second Amendment to
Second Amended and Restated Credit Agreement.”




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“Applicable Rate means the following percentages per annum set forth in the table
below, on any date of determination, with respect to the Type of Credit Extension or
commitment fee that corresponds to the Leverage Ratio at such date of determination, as
calculated based on the quarterly Compliance Certificate most recently delivered pursuant to
Section 6.02(a):




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Commitment	 	 	Letter of Credit	 	 	 	 
	Pricing	 	 	 	 	Fee	 	 	and Eurodollar Rate	 	 	Base Rate	 
	Level	 	 	Leverage Ratio	 	+ (basis points)	 	 	+ (basis points)	 	 	+ (basis points)	 
	 
	 	1	 	 	Less than 2.50:1.00
	 	 	75.0	 	 	 	400.0	 	 	 	300.0	 
	 	2	 	 	Less than 3.00:1.00
but greater than or
equal to 2.50:1.00
	 	 	85.0	 	 	 	425.0	 	 	 	325.0	 
	 	3	 	 	Less than 3.50:1.00
but greater than or
equal to 3.00:1.00
	 	 	95.0	 	 	 	500.0	 	 	 	400.0	 
	 	4	 	 	Greater than or
equal to 3.50:1.00
	 	 	105.0	 	 	 	650.0	 	 	 	550.0	 







Any increase or decrease in the Applicable Rate resulting from a change in the Leverage
Ratio shall become effective as of the first day of the fiscal quarter of the Borrower
immediately following the date of a Compliance Certificate delivered pursuant to Section
6.02(a); provided, however, that if no Compliance Certificate is delivered during a fiscal
quarter within 10 days after such Compliance Certificate is due in accordance with such
Section, Pricing Level 4 shall apply as of the first day of such following fiscal quarter.




In the event that any Compliance Certificate delivered hereunder is shown to be
inaccurate (regardless of whether this Agreement or the Aggregate Revolving Commitment is in
effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have
led to the application of a higher Applicable Rate based upon the foregoing pricing grid
(the “Accurate Applicable Rate”) for any period that such Compliance Certificate covered,
then (i) the Borrower shall immediately deliver to the Administrative Agent a Compliance
Certificate for such period, (ii) the Applicable Rate shall be adjusted such that after
giving effect to the corrected Compliance Certificate the Applicable Rate shall be reset to
the Accurate Applicable Rate based upon the foregoing pricing grid for such period as set
forth in the foregoing pricing grid and (iii) if the Accurate Applicable Rate is higher than
the Applicable Rate based upon the foregoing pricing grid, the Borrower shall immediately
pay to the Administrative Agent, for the account of the Lenders, the accrued additional
interest owing as a result of such Accurate Applicable Rate for such period.”




“Base Rate means for any day a fluctuating rate per annum equal to the highest of (a)
the Federal Funds Rate plus 1/2 of 1%, (b) the Prime Rate for such day, and (c) the Eurodollar
Rate for a one-month Interest Period on such day (or if such day is not a Business Day, the
immediately preceding Business Day) plus one and one-quarter percent (1.25%); provided that,
for the avoidance of doubt, the Eurodollar Rate for any day shall be based on the rate
appearing on the LIBOR I screen (or any successor thereto) that displays an average British
Bankers Association Interest Settlement Rate for deposits in Dollars at approximately 11:00
a.m. (London time) on such day. Any change in the Base Rate due to a change in the Prime
Rate, Federal Funds Rate or the Eurodollar Rate shall be effective automatically and without
notice to Borrower or any Lender on the effective date of such change in the Prime Rate,
Federal Funds Rate or Eurodollar Rate, respectively.”



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“Eurodollar Rate means for any Interest Period with respect to any Eurodollar Rate
Loan:




(a) the rate per annum equal to the rate determined by the Administrative Agent to be
the offered rate that appears on the page of the LIBOR I screen (or any successor thereto)
that displays an average British Bankers Association Interest Settlement Rate for deposits
in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business
Days prior to the first day of such Interest Period, or




(b) if the rate referenced in the preceding subsection (a) is not available, the rate
per annum determined by the Administrative Agent as the rate of interest (rounded upward to
the next 1/100th of 1%) at which deposits in Dollars for delivery on the first day of such
Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan
being made, continued or converted by the Administrative Agent and with a term equivalent to
such Interest Period would be offered by the Administrative Agent’s London Branch to major
banks in the offshore Dollar market at their request at approximately 11:00 a.m. (London
time) two Business Days prior to the first day of such Interest Period.”




(b) The following definitions are inserted alphabetically into Section 1.01 of the
Credit Agreement:




“BCH means BCH Ltd., an Alberta, Canada corporation.”




“BCH Acquisition means the acquisition by Borrower of 100% of the Equity Interests in
BCH from BrazAlta Resources Corp., a Canadian-based corporation, for up to $5,000,000 cash.”




“BCH Brazil means BCH Energy do Brasil Servicos de Petroleo Ltda., a wholly-owned
Subsidiary of BCH, organized under the laws of Brazil, providing drilling services in
Brazil.”




“CFSC means Caterpillar Financial Services Corporation.”




“CFSC Rig Financing means purchase money equipment financing provided by CFSC to
Borrower of up to $29,000,000 to enable Borrower to acquire the Rigs, which financing will
not exceed 80% of the purchase price of the Rigs, will have a six year amortization and be
repayable in 24 quarterly installments of principal and interest and the interest rate shall
not exceed ten (10%) per annum at the time of funding such equipment financing.”




“Prime Rate means for any day, the rate of interest in effect for such day as publicly
announced from time to time by the Administrative Agent as its “prime rate.” Such rate is a
rate set by the Administrative Agent based upon various factors including the Administrative
Agent’s costs and desired return, general economic conditions and other factors, and is used
as a reference point for pricing some loans, which may be priced at, above, or below such
announced rate.”




“Rigs means collectively those two land based petroleum drilling rigs manufactured by
either IDM Equipment LLC or Stewart and Stevenson and all associated equipment installed
thereon.”



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“Second Amendment Effective Date means the date the Second Amendment to Second Amended
and Restated Credit Agreement by its terms becomes effective among the parties thereto.”




“Second Amendment to Second Amended and Restated Credit Agreement means that certain
Second Amendment to Second Amended and Restated Credit Agreement dated as of December 29,
2009, among the Borrower, the Guarantors, Royal Bank of Canada, as Administrative Agent and
Collateral Agent, and the Required Lenders.”



1.2 Section 6.07. Section 6.07 of the Credit Agreement is amended by deleting clause
(i) thereof and substituting therefor the following:




“(i) furnish to the Administrative Agent on each anniversary of the Second Amended
and Restated Closing Date a certificate or certificates of insurance from the
applicable insurance company evidencing the existence of insurance required to be
maintained by this Agreement and the other Loan Documents and evidencing that
Administrative Agent is listed as sole loss payee on property insurance and the
Administrative Agent and Lenders are additional insureds on liability insurance;
provided however, CFSC may be also listed as a loss payee on property insurance
covering the Rigs and as an additional insured on liability insurance, giving effect
to the first priority lien on the Rigs in favor of CFSC in the event any payments
are made under such insurance policies,”



1.3 Section 6.13. The last sentence of Section 6.13 of the Credit Agreement is
amended in its entirety to read as follows:




“At the time of the formation or acquisition of any Foreign Subsidiary owned
directly by the Borrower or directly by a Domestic Subsidiary of the Borrower, the
Borrower shall cause 66+2/3% (or such greater percentage as may be pledged without
triggering adverse tax consequences to the Borrower) of such Foreign Subsidiary’s
Equity Interests to be subjected to a lien to secure the Obligations; provided,
however, the foregoing shall not be applicable to Equity Interest in BCH owned by
Borrower (or a Domestic Subsidiary of the Borrower) for so long as such Equity
Interest is pledged to Standard Bank; provided further, however, as soon as the lien
in favor of Standard Bank is released, the Borrower shall cause 66+2/3 (or such
greater percentage as may be pledged without triggering adverse tax consequences to
the Borrower) of the Equity Interest in BCH to be subjected to a lien to secure the
Obligations.”



1.4 Section 7.01. Section 7.01 of the Credit Agreement is amended by deleting the
word “and” at the end of Section 7.01(o) and deleting the period at the end of Section 7.01(p) and
replacing it with a semicolon and adding new Sections 7.01(q) and 7.01(r) to read in their entirety
as follows:




“(q) Liens on assets of BCH and BCH Brazil after BCH becomes a Subsidiary of
Borrower following the BCH Acquisition, securing Indebtedness of up to $23,000,000
owing by BCH and BCH Brazil to Standard Bank which Indebtedness is permitted under
Section 7.04(k); and




(r) Liens existing on the Equity Interest in BCH owned by Borrower (or a
Domestic Subsidiary of the Borrower) existing in favor of Standard Bank; provided
that (i) no such Lien shall be extended to cover property other than such Equity
Interest and (ii) the Indebtedness thereby secured is permitted by Section 7.04(c);”



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1.5 Section 7.02. Section 7.02 of the Credit Agreement is amended by deleting the
word “and” at the end of clause (k), deleting the period at the end of clause (l) and substituting
“; and” therefor and adding a new subsection (m) to read as follows:




“(m) Investments by Borrower in BCH consisting of (1) Borrower paying
$5,000,000 to BrazAlta Resources Corp. to acquire all of the Equity Interests in BCH
owned by BrazAlta Resources Corp., (2) Borrower providing up to $2,000,000 of
working capital to BCH, and (3) Borrower becoming liable as a guarantor for up to
$23,000,000 of BCH’s and BCH Brazil’s Indebtedness owing to Standard Bank.”



1.6 Section 7.04. Section 7.04(c) of the Credit Agreement is amended to read in its
entirety as follows:




“(c) Guaranty Obligations of the Borrower and/or any of its Subsidiaries in
respect of Indebtedness otherwise permitted hereunder of the Borrower; provided,
however, with respect to Indebtedness owing by DLS and/or DLS’ Subsidiaries in
connection with Local Argentina Financing Activities described in Section 7.04(j),
the Borrower will not incur any Guaranty Obligation in connection therewith;
provided further, however, with respect to Indebtedness owing by BCH and BCH Brazil
to Standard Bank described in Section 7.02(m), the amount of the Guaranty Obligation
of Borrower in respect thereof shall not exceed $23,000,000;”



1.7 Section 7.04(e). Section 7.04(e) of the Credit Agreement is amended in its
entirety to read as follows:




“(e) Indebtedness of the Borrower and its Subsidiaries in respect of purchase
money obligations for fixed or capital assets, including the CFSC Rig Financing,
within the limitations set forth in Section 7.01(j); provided, however, that the
aggregate amount of such Indebtedness at any one time outstanding shall not exceed
$31,000,000; provided further, however, that the $31,000,000 cap shall be reduced
dollar for dollar for each dollar of CFSC Rig Financing principal repaid;”



1.8 Section 7.04. Section 7.04(j) of the Credit Agreement is amended to read in its
entirety as follows:




“(j) Indebtedness of DLS and/or DLS’ Subsidiaries owing in connection with
Local Argentina Financing Activities incurred to fund local operations in Argentina
or Bolivia not to exceed the greater of (i) 15% of DLS’ consolidated tangible assets
and (ii) $30,000,000; provided, such Indebtedness may be secured by Liens on assets
of DLS and DLS’ Subsidiaries but shall not be otherwise secured nor guaranteed by
Borrower;”



1.9 Section 7.04. Section 7.04 of the Credit Agreement is amended by deleting the
word “and” at the end of clause (i), inserting the word “and” at the end of clause (j) and
inserting a new subsection (k) to read in its entirety as follows:




“(k) Indebtedness of BCH and BCH Brazil owing to Standard Bank not to exceed
$23,000,000; provided, if any such Indebtedness is guaranteed by Borrower, the
amount of such Guaranty Obligations does not exceed $23,000,000; and provided
further such Indebtedness may not be secured by any assets of Borrower or any of its
Subsidiaries (other than BCH and BCH Brazil) but such Indebtedness may be
secured by Liens on assets of BCH and BCH Brazil;”



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1.10 Section 7.10. Section 7.10 of the Credit Agreement is amended in its entirety to
read as follows:




“7.10 Change in Nature of Business. Engage in any material line of business
substantially different from (a) those lines of business conducted by the Borrower
and its Subsidiaries on the Second Amended and Restated Closing Date, (b) the land
contract drilling business or (c) other businesses reasonably related to the
business described in clauses (a) or (b).”



1.11 Section 7.12. Section 7.12 of the Credit Agreement is amended in its entirety to
read as follows:




“Section 7.12. Burdensome Agreements. Enter into any Contractual Obligation
(other than this Agreement, any other Loan Document, the indentures governing the
Senior Unsecured Notes, the documents relating to the BCH Acquisition, the loan
documents governing the loan to BCH and BCH Brazil from Standard Bank and the
guarantee documents to which Borrower is a party guaranteeing the loan to BCH and
BCH Brazil from Standard Bank and the loan documents governing the CFSC Rig
Financing) that (a) limits the ability (i) of any Subsidiary to make Restricted
Payments to the Borrower or any Guarantor or to otherwise transfer property to the
Borrower or any Guarantor, (ii) of any Subsidiary to Guarantee the Indebtedness of
the Borrower or (iii) of the Borrower or any Subsidiary to create, incur, assume or
suffer to exist Liens on property of such Person; provided, however, that this
clause (iii) shall not prohibit any negative pledge incurred or provided in favor of
any holder of Indebtedness permitted under Sections 7.04(e), or 7.05 solely to the
extent any such negative pledge relates to the property financed by or the subject
of such Indebtedness; or (b) requires the grant of a Lien to secure an obligation of
such Person if a Lien is granted to secure another obligation of such Person.”



1.12 Section 7.14. Section 7.14 of the Credit Agreement is amended in its entirety to
read as follows:




“7.14 Capital Expenditures. Make or incur capital expenditures in excess of
$155,000,000 for the 2008 Fiscal Year(including any Investments described in Section
7.02(l)(ii)), $120,000,000 for the 2009 Fiscal Year and for the 2010 Fiscal Year and
each Fiscal Year thereafter, on a rolling four-quarter basis, make or incur capital
expenditures in an amount in excess of 20% of the Borrower’s Consolidated Net Worth
as of the last day of the most recent quarter end for which financial statements
have been delivered pursuant to Sections 6.01(a) or (b); provided, however, there
shall be excluded from capital expenditures “lost in hole” replacement capital
expenditures invoiced to customers of Borrower or its Subsidiaries by Borrower or
its Subsidiaries in the ordinary course of business unless any such invoice remains
unpaid for more than 90 days after its due date, in which case such invoiced amount
shall be included in capital expenditures.”




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Paragraph 2. Effective Date. This Amendment shall not become effective until the date
(such date, the “Second Amendment Effective Date”) the Administrative Agent receives all of the
agreements, documents, certificates, instruments, and other items described below:



(a) this Amendment, executed by the Borrower, the Guarantors, and the Required Lenders;



(b) from the Borrower and the existing Guarantors, such certificates of secretary, assistant
secretary, manager, or general partner, as applicable, as the Administrative Agent may require,
certifying (i) resolutions of its board of directors, managers or members (or their equivalent)
authorizing the execution and performance of this Amendment and the other Loan Documents which such
Person is executing in connection herewith, (ii) the incumbency and signature of the officer
executing such documents, and (iii) no change in such Person’s organizational documents since April
26, 2007;



(c) payment on the Second Amendment Effective Date to the Administrative Agent of a fifty (50)
basis point amendment fee calculated on the Aggregate Revolving Commitment in effect on the Second
Amendment Effective Date which fee will be shared among each Lender timely approving the Second
Amendment in accordance with its Pro Rata share of the Aggregate Revolving Commitment, which fee
once paid will be fully earned and nonrefundable;



(d) fees and expenses required to be paid pursuant to Paragraph 5 of this Amendment, to the
extent invoiced prior to the Second Amendment Effective Date;



(e) evidence satisfactory to the Administrative Agent that any necessary consents to the
transactions contemplated in this Amendment from the holders of the Senior Unsecured Notes has been
obtained and is in full force and effect; and



(f) such other assurances, certificates, documents and consents as the Administrative Agent
may require.



Paragraph 3. Acknowledgment and Ratification. As a material inducement to the
Administrative Agent and the Lenders to execute and deliver this Amendment, each of the Borrower
and the Guarantors (i) consents to the agreements in this Amendment, (ii) agrees and acknowledges
that the execution, delivery, and performance of this Amendment shall in no way release, diminish,
impair, reduce, or otherwise affect the respective obligations of the Borrower or any Guarantor
under the Loan Documents to which it is a party, which Loan Documents shall remain in full force
and effect, and all rights thereunder are hereby ratified and confirmed.



Paragraph 4. Representations. As a material inducement to the Administrative Agent and
the Lenders to execute and deliver this Amendment, each of the Borrower and the Guarantors
represents and warrants to the Administrative Agent and the Lenders that as of the Second Amendment
Effective Date and as of the date of execution of this Amendment, (a) all representations and
warranties in the Loan Documents are true and correct in all material respects as though made on
the date hereof, except to the extent that any of them speak to a different specific date, and (b)
no Default or Event of Default exists.



Paragraph 5. Expenses, Funding Losses. The Borrower shall pay on demand all
reasonable costs, fees, and expenses paid or incurred by the Administrative Agent incident to this
Amendment, including, without limitation, Attorney Costs in connection with the negotiation,
preparation, delivery, and execution of this Amendment and any related documents, filing and
recording costs, and the costs of title insurance endorsements, if any.



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Paragraph 6. Miscellaneous.



(a) This Amendment is a “Loan Document” referred to in the Credit Agreement. The provisions
relating to Loan Documents in Article X of the Credit Agreement are incorporated in this
Amendment by reference. Unless stated otherwise (a) the singular number includes the plural
and vice versa and words of any gender include each other gender, in each case, as appropriate, (b)
headings and captions may not be construed in interpreting provisions, (c) this Amendment must be
construed, and its performance enforced, under Texas law and applicable federal law, (d) if any
part of this Amendment is for any reason found to be unenforceable, all other portions of it
nevertheless remain enforceable, and (e) this Amendment may be executed in any number of
counterparts with the same effect as if all signatories had signed the same document, and all of
those counterparts must be construed together to constitute the same document.



Paragraph 7. Entire Agreement. This amendment represents the final agreement
between the parties about the subject matter of this amendment and may not be contradicted by
evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no
unwritten oral agreements between the parties.



Paragraph 8. Parties. This Amendment binds and inures to the benefit of the Borrower,
the Guarantors, the Administrative Agent, the Collateral Agent, the other Lenders, and their
respective successors and assigns.



Paragraph 9. Further Assurances. The parties hereto each agree to execute from time to
time such further documents as may be necessary to implement the terms of this Amendment.



Paragraph 10. Release. As additional consideration for the execution, delivery and
performance of this Amendment by the parties hereto and to induce the Administrative Agent, the
Collateral Agent and the Lenders to enter into this Amendment, the Borrower warrants and represents
to the Administrative Agent, the Collateral Agent and the Lenders that to the best of its knowledge
no facts, events, statuses or conditions exist or have existed which, either now or with the
passage of time or giving of notice, or both, constitute or will constitute a basis for any claim
or cause of action against the Administrative Agent, the Collateral Agent or any Lender or any
defense to (i) the payment of Obligations under the Revolver Notes and/or the Loan Documents, or
(ii) the performance of any of its obligations with respect to the Revolver Notes and/or the Loan
Documents. In the event any such facts, events, statuses or conditions exist or have existed,
Borrower unconditionally and irrevocably hereby RELEASES, RELINQUISHES and forever DISCHARGES
Administrative Agent, the Collateral Agent and the Lenders, as well as their predecessors,
successors, assigns, agents, officers, directors, shareholders, employees and representatives, of
and from any and all claims, demands, actions and causes of action of any and every kind or
character, past or present, which Borrower may have against any of them or their predecessors,
successors, assigns, agents, officers, directors, shareholders, employees and representatives
arising out of or with respect to (a) any right or power to bring any claim for usury or to pursue
any cause of action based on any claim of usury, and (b) any and all transactions relating to the
Loan Documents occurring prior to the date hereof, including any loss, cost or damage, of any kind
or character, arising out of or in any way connected with or in any way resulting from the acts,
actions or omissions of any of them, and their predecessors, successors, assigns, agents, officers,
directors, shareholders, employees and representatives, including any breach of fiduciary duty,
breach of any duty of fair dealing, breach of confidence, breach of funding commitment, undue
influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice,
intentional or negligent infliction of mental distress, tortious interference with contractual
relations, tortious interference with corporate governance or prospective business advantage,
breach of contract, deceptive trade practices, libel, slander or conspiracy, but in each case only
to the extent permitted by applicable Law.



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The parties hereto have executed this Amendment in multiple counterparts to be effective as of
the Second Amendment Effective Date.



Remainder of Page Intentionally Blank

Signature Pages to Follow.




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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the
date first above written.



	 	 	 	 	 
	 	BORROWER:



ALLIS-CHALMERS ENERGY INC.,

a Delaware corporation, as Borrower

 	 
	 	By:  	/s/ Victor M. Perez
 	 
	 	 	Victor M. Perez 	 
	 	 	Chief Financial Officer 	 



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Energy Credit Agreement




 


Signature Page 1









 





	 	 	 	 	 	 	 	 	 	 	 
	GUARANTORS:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	AirComp LLC	 	Allis-Chalmers Drilling LLC
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Victor M. Perez
	 	By:
	 	/s/ Victor M. Perez	 	 	 	 
	 

	 	 

Victor M. Perez
	 	 	 	 

Victor M. Perez
	 	 	 	 
	 

	 	Chief Financial Officer
	 	 	 	Chief Financial Officer	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Allis-Chalmers Holdings Inc.	 	Allis-Chalmers Management LLC
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Victor M. Perez
	 	By:
	 	/s/ Victor M. Perez	 	 	 	 
	 

	 	 

Victor M. Perez
	 	 	 	 

Victor M. Perez
	 	 	 	 
	 

	 	Chief Financial Officer
	 	 	 	Chief Financial Officer	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Allis-Chalmers Production Services LLC	 	Allis-Chalmers Rental Services LLC
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Victor M. Perez
	 	By:
	 	/s/ Victor M. Perez	 	 	 	 
	 

	 	 

Victor M. Perez
	 	 	 	 

Victor M. Perez
	 	 	 	 
	 

	 	Chief Financial Officer
	 	 	 	Chief Financial Officer	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Allis-Chalmers Tubular Services LLC	 	Rebel Rentals LLC
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Victor M. Perez
	 	By:
	 	/s/ Victor M. Perez	 	 	 	 
	 

	 	 

Victor M. Perez
	 	 	 	 

Victor M. Perez
	 	 	 	 
	 

	 	Chief Financial Officer
	 	 	 	Chief Financial Officer	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Petro-Rentals LLC	 	Strata Directional Technology LLC
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Victor M. Perez
	 	By:
	 	/s/ Victor M. Perez	 	 	 	 
	 

	 	 

Victor M. Perez
	 	 	 	 

Victor M. Perez
	 	 	 	 
	 

	 	Chief Financial Officer
	 	 	 	Chief Financial Officer	 	 	 	 






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Signature Page 2









 





	 	 	 	 	 
	 	ADMINISTRATIVE AGENT:



ROYAL BANK OF CANADA,

as Administrative Agent and Collateral Agent

 	 
	 	By:  	/s/ Ann Hurley
 	 
	 	 	Name:  	Ann Hurley 	 
	 	 	Title:  	Manager, Agency 	 



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Signature Page 3









 





	 	 	 	 	 
	 	L/C ISSUER AND LENDER:



ROYAL BANK OF CANADA, 
as a Lender
and L/C Issuer

 	 
	 	By:  	/s/ Jason S. York
 	 
	 	 	Name:  	Jason S. York 	 
	 	 	Title:  	Authorized Signatory 	 



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Signature Page 4









 





	 	 	 	 	 
	 	LENDER:



CATERPILLAR FINANCIAL

SERVICES CORPORATION,
 as Lender


 	 
	 	By:  	/s/ Christopher c. Patterson
 	 
	 	 	Name:  	Christopher C. Patterson 	 
	 	 	Title:  	Global Operations Manager—Capital Markets 	 



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Signature Page 5









 





	 	 	 	 	 
	 	LENDER:



WELLS FARGO BANK, N.A.

as a Lender

 	 
	 	By:  	/s/ Donald W. Herrick, Jr.
 	 
	 	 	Name:  	Donald W. Herrick, Jr. 	 
	 	 	Title:  	Vice President 	 



Second Amendment to Allis-Chalmers

Energy Credit Agreement




 


Signature Page 6









 





	 	 	 	 	 
	 	LENDER:



NATIXIS,

as a Lender

 	 
	 	By:  	/s/ Donovan C. Broussard
 	 
	 	 	Name:  	Donovan C. Broussard 	 
	 	 	Title:  	Managing Director 	 
	 	 	 
	 	By:  	                                              /s/ Liana Tchernysheva
 	 
	 	 	Name:  	Liana Tchernysheva 	 
	 	 	Title:  	Director 	 



Second Amendment to Allis-Chalmers

Energy Credit Agreement




 


Signature Page 7









 





	 	 	 	 	 
	 	LENDER:



WHITNEY NATIONAL BANK,

as a Lender

 	 
	 	By:  	/s/ Mark S. McCullough
 	 
	 	 	Mark S. McCullough 	 
	 	 	Vice President 	 



Second Amendment to Allis-Chalmers

Energy Credit Agreement





 


Signature Page 8