exv4w2



 







EXHIBIT 4.2




FIRST SUPPLEMENTAL INDENTURE




     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”).



W I T N E S S E T H




     WHEREAS, the Company has heretofore executed and delivered to the Trustee an
indenture dated as of January 18, 2006 (the “Indenture”) providing for the issuance of 9.0% Senior
Notes due 2014 (the “Notes”);



     WHEREAS, Section 4.16 of the Indenture provides that each Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which such
Guaranteeing Subsidiary shall become a Guarantor (as defined in the Indenture); and



     WHEREAS, pursuant to Section 9.06 of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture.



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary, the
Company, the other Guarantors and the Trustee agree as follows for the equal and ratable benefit of
the Holders of the Notes:



     1. Capitalized Terms. Capitalized terms used herein without definition shall have
the meanings assigned to them in the Indenture.



     2. Agreement to Guarantee. Each Guaranteeing Subsidiary hereby provides an
unconditional Subsidiary Guarantee on the terms and subject to the conditions set forth in the
Indenture, including but not limited to Article Ten thereof.



     3. Execution and Delivery. Each Subsidiary Guarantee shall remain in full
force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary
Guarantee.



     4. No Recourse Against Others. Pursuant to Section 12.07 of the Indenture, no
director, officer, employee, incorporator, stockholder, member, manager or partner of any
Guaranteeing Subsidiary shall have any liability for any obligations of such Guaranteeing
Subsidiary under the Notes, the Indenture, this Supplemental Indenture, the Subsidiary Guarantees
or for any claim based on, in respect of, or by reason of, such obligations or their creation.
This waiver and release are part of the consideration for the Subsidiary Guarantees.



 









 





     5. NEW YORK LAW TO GOVERN. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE SUBSIDIARY GUARANTEES.



     6. Counterparts. The parties hereto may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement.



     7. Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.



     8. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by the Guaranteeing
Subsidiaries and the Company.



[SIGNATURE PAGES FOLLOW]




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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.



	 	 	 	 	 
	 	GUARANTEEING SUBSIDIARIES:





ALLIS-CHALMERS GP, LLC

 	 
	 	By:  	/s/ Theodore F. Pound III
 	 
	 	Name:  	Theodore F. Pound III 	 
	 	Title:  	Vice President and Secretary 	 
	 
	 	ALLIS-CHALMERS LP, LLC

 	 
	 	By:  	/s/ Jeffrey R. Freedman
 	 
	 	Name:  	Jeffrey R. Freedman 	 
	 	Title:  	Vice President and Secretary 	 
	 
	 	ALLIS-CHALMERS MANAGEMENT, LP





By Allis-Chalmers GP, LLC

 	 
	 	By:  	/s/ Theodore F. Pound III
 	 
	 	Name:  	Theodore F. Pound III 	 
	 	Title:  	Vice President and Secretary 	 
	 
	 	ROGERS OIL TOOL SERVICES, INC.

 	 
	 	By:  	/s/ Theodore F. Pound III
 	 
	 	Name:  	Theodore F. Pound III 	 
	 	Title:  	Vice President and Secretary 	 
	 




 









 





	 	 	 	 	 
	 	COMPANY:





ALLIS-CHALMERS ENERGY INC.

 	 
	 	By:  	/s/ Theodore F. Pound III
 	 
	 	Name:  	Theodore F. Pound III 	 
	 	Title:  	General Counsel and Secretary 	 
	 
	 	TRUSTEE:





WELLS FARGO BANK, N.A.,

AS TRUSTEE

 	 
	 	By:  	/s/ Nancye Patterson
 	 
	 	Name:  	Nancye Patterson 	 
	 	Title:  	Vice President 	 
	 
	 	EXISTING GUARANTORS:





ALLIS-CHALMERS PRODUCTION SERVICES, INC.

ALLIS-CHALMERS RENTAL TOOLS, INC.

ALLIS-CHALMERS TUBULAR SERVICES, INC.

AIRCOMP L.L.C.

MOUNTAIN COMPRESSED AIR, INC.

OILQUIP RENTALS INC.

STRATA DIRECTIONAL TECHNOLOGY, INC.

TARGET ENERGY INC.

 	 
	 	By:  	/s/ Theodore F. Pound III
 	 
	 	Name:  	Theodore F. Pound III 	 
	 	Title:  	Vice President and Secretary