AMENDED AND RESTATED
GUARANTY
THIS AMENDED AND
RESTATED GUARANTY (this “ Guaranty ”),
dated as of April 26, 2007, is made by each of the undersigned
(individually, a “ Guarantor ” and
collectively, the “ Guarantors ”), in
favor of ROYAL BANK OF CANADA, as administrative agent for the
Lenders (as defined below).
WHEREAS,
Allis-Chalmers Energy Inc., a Delaware corporation (the “
Borrower ”), Royal Bank of Canada, individually
and as administrative agent and collateral agent (in its capacity
as administrative agent, the “ Administrative
Agent ”) , and certain other lenders
party thereto entered into a Credit Agreement, originally dated as
of July 11, 2005, providing for an aggregate credit facility
of up to $55,000,000 (as amended, the “ Original Credit
Agreement ”) ; and
WHEREAS, as a
condition precedent to making advances under the Original Credit
Agreement, each of AirComp, LLC, a Delaware limited liability
company, Allis-Chalmers Production Services, Inc., a Texas
corporation, formerly known as Capcoil Tubing Services, Inc. and
successor by merger with Downhole Injection Systems, L.L.C., a
Texas limited liability company, Allis-Chalmers Rental Services,
Inc., a Texas corporation, formerly known as Allis-Chalmers Rental
Tools, Inc. and prior to that formerly known as Safco-Oil Field
Products, Inc., successor by merger with Specialty Rental Tools,
Inc., a Louisiana corporation and with Delta Rental Services, Inc.,
a Louisiana corporation, Allis-Chalmers Tubular Services, Inc., a
Texas corporation, formerly known as Jens’ Oil Field Service,
Inc., successor by merger with Rogers Oil Tool Services, Inc., a
Louisiana corporation, Mountain Compressed Air, Inc., a Texas
corporation, OilQuip Rentals, Inc. and Strata Directional
Technology, Inc., a Texas corporation, successor by merger with
Target Energy, Inc. entered into a Guaranty dated July 11,
2005 in favor of the Administrative Agent guaranteeing payment of
the indebtedness of the Borrower under the Original Credit
Agreement; and
WHEREAS, the
Original Credit Agreement was amended and restated in its entirety
by an Amended and Restated Credit Agreement dated January 18,
2006 among Borrower, Royal Bank of Canada, individually and as
Administrative Agent and collateral agent , and
certain other lenders party thereto, providing for a reduced
aggregate credit facility of $25,000,000 (as amended, the “
Amended and Restated Credit Agreement ”);
and
WHEREAS, the
Amended and Restated Credit Agreement was amended by a First
Amendment to Amended and Restated Credit Agreement dated
August 8, 2006 among Borrower, Royal Bank of Canada,
individually and as Administrative Agent and collateral agent
, and certain other lenders party thereto (the
“ First Amendment ”) and;
WHEREAS, as a
condition precedent to the effectiveness of the First Amendment,
each of Allis-Chalmers GP, LLC, a Delaware limited liability
company, Allis-Chalmers LP, LLC, a Delaware limited liability
company, and Allis-Chalmers Management, LP, a Texas limited
partnership entered into a Guaranty dated August 8, 2006 in
favor of the Administrative Agent guaranteeing payment of the
indebtedness of the Borrower under the Amended and Restated Credit
Agreement, as amended by the First Amendment; and
Amended and Restated
Guaranty
1
WHEREAS, the
Amended and Restated Credit Agreement was amended and restated in
its entirety by a Second Amended and Restated Credit Agreement of
even date herewith among Borrower, Royal Bank of Canada,
individually and as Administrative Agent and collateral agent
, and certain other lenders party thereto, providing
for an aggregate credit facility of $62,000,000 (the “
Second Amended and Restated Credit Agreement
”); and
WHEREAS, each
Guarantor is a wholly owned direct or indirect subsidiary of the
Borrower; and
WHEREAS, as a
condition precedent to funding of Loans under the Second Amended
and Restated Credit Agreement, each Guarantor is required to
deliver this Guaranty pursuant to Section 6.13
of the Second Amended and Restated Credit Agreement; and
WHEREAS, each
Guarantor has duly authorized the execution, delivery and
performance of this Guaranty; and
WHEREAS, it is in
the best interests of each Guarantor to execute this Guaranty
inasmuch as each Guarantor will derive substantial direct and
indirect benefits from the extensions of credit made from time to
time to or for the account of the Borrower.
NOW THEREFORE, for
good and valuable consideration the receipt of which is hereby
acknowledged, and in order to induce the Lenders to fund Loans to
the Borrower pursuant to the Second Amended and Restated Credit
Agreement by fulfilling the requirements of the Second Amended and
Restated Credit Agreement, each Guarantor agrees, for the benefit
of each Lender, as follows:
SECTION 1.1
Certain Terms . The following capitalized terms when
used in this Guaranty, including its preamble and recitals, shall
have the following meanings (such definitions to be equally
applicable to the singular and plural forms thereof):
“
Administrative Agent ” is defined in the first
recital.
“
Borrower ” is defined in the first
recital.
“
Commitments” means each Commitment as defined
in the Second Amended and Restated Credit Agreement.
“
Guarantor ” and “
Guarantors ” are defined in the
preamble.
“
Guaranty” is defined in the
preamble.
“
Lenders ” is defined in the first
recital.
“
Loans ” means each Loan as defined in the
Second Amended and Restated Credit Agreement.
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“ Loan
Documents ” means the Loan Documents as defined in
the Second Amended and Restated Credit Agreement.
“
Note ” means each Note as defined in the Second
Amended and Restated Credit Agreement.
“
Obligations ” means the Obligations as defined
in the Second Amended and Restated Credit Agreement.
“
Obligor ” means the Borrower or any other
Person (other than the Administrative Agent or any Lender)
obligated under any Loan Document.
“
Required Lenders ” means the Required Lenders
as defined in the Second Amended and Restated Credit
Agreement.
“
Subsidiary Guarantors ” means Subsidiaries of
Borrower that have guaranteed all or any part of the
Obligations.
“
Taxes ” is defined in clause (a)
of Section 2.7 .
“
UCC ” means the Uniform Commercial Code as in
effect in the State of Texas.
SECTION 1.2
Second Amended and Restated Credit Agreement Definitions
. Unless otherwise defined herein or the context otherwise
requires, capitalized terms used in this Guaranty, including its
preamble and recitals, have the meanings provided in the Second
Amended and Restated Credit Agreement.
SECTION 1.3
UCC Definitions . Unless otherwise defined herein or the
context otherwise requires, terms for which meanings are provided
in the UCC are used in this Guaranty, including its preamble and
recitals, with such meanings.
SECTION 2.1
Guaranty . Each Guarantor hereby absolutely,
unconditionally, and irrevocably (1) guarantees the full and
punctual payment when due, whether at stated maturity, by required
prepayment, declaration, acceleration, demand or otherwise, of all
Obligations of the Borrower and each other Obligor now or hereafter
existing under each of the Second Amended and Restated Credit
Agreement, the Notes and each other Loan Document to which the
Borrower or such other Obligor is or may become a party, whether
for principal, interest, fees, expenses or otherwise (including all
such amounts which would become due but for the operation of the
automatic stay under Section 362(a) of the United States
Bankruptcy Code, 11 U.S.C. §362(a), and the operation of
Sections 502(b ) and 506(b) of the United States
Bankruptcy Code, 11 U.S.C. §502(b) and §506(b)), and
(2) indemnifies and holds harmless each Lender and each holder
of a Note for any and all costs and expenses (including reasonable
attorney’s fees and expenses) incurred by such Lender or such
holder, as the case may be, in enforcing any rights under this
Guaranty; provided however, that each Guarantor shall be
liable under this Guaranty for the maximum amount of such liability
that can be hereby incurred without rendering this Guaranty, as it
relates to such Guarantor, voidable under applicable law relating
to fraudulent conveyance or fraudulent
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transfer, and
not for any greater amount. This Guaranty constitutes a guaranty of
payment when due and not of collection, and each Guarantor
specifically agrees that it shall not be necessary or required that
any Lender or any holder of any Note exercise any right, assert any
claim or demand or enforce any remedy whatsoever against the
Borrower or any other Obligor (or any other Person) before or as a
condition to the obligations of such Guarantor
hereunder.
SECTION 2.2
Acceleration of Guaranty . Each Guarantor agrees that,
in the event of the occurrence of any event of the type described
in Section 8.01(f ) or
Section 8.01(g) of the Second Amended and Restated
Credit Agreement, with respect to the Borrower, any other Obligor
or any other Guarantor, and if such event shall occur at a time
when any of the Obligations may not then be due and payable, such
Guarantor will pay to the Lenders forthwith the full amount which
would be payable hereunder by such Guarantor if all such
Obligations were then due and payable.
SECTION 2.3
Guaranty Absolute, etc . This Guaranty shall in all
respects be a continuing, absolute, unconditional and irrevocable
guaranty of payment, and shall remain in full force and effect
until all Obligations of the Borrower and each other Obligor have
been paid in full, all obligations of the Guarantors hereunder
shall have been paid in full, all Commitments shall have terminated
and, except as provided in Section 10.01(e) of
the Second Amended and Restated Credit Agreement, all Lender
Hedging Agreements have terminated. No Guarantor may rescind or
revoke its obligations hereunder. Each Guarantor guarantees that
the Obligations of the Borrower and each other Obligor will be paid
strictly in accordance with the terms of the Second Amended and
Restated Credit Agreement and each other Loan Document and each
Lender Hedging Agreement under which they arise, regardless of any
law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of any
Lender or any holder of any Note with respect thereto. The
liability of each Guarantor under this Guaranty shall be absolute,
unconditional and irrevocable irrespective of: (1) any lack of
validity, legality or enforceability of the Second Amended and
Restated Credit Agreement, any Note or any other Loan Document or
any Lender Hedging Agreement; (2) the failure of any Lender or
any holder of any Note (a) to assert any claim or demand or to
enforce any right or remedy against the Borrower, any other Obligor
or any other Person (including any other guarantor) under the
provisions of the Second Amended and Restated Credit Agreement, any
Note, any other Loan Document, any Lender Hedging Agreement or
otherwise, or (b) to exercise any right or remedy against any
other guarantor of, or collateral securing, any Obligations of the
Borrower or any other Obligor; (3) any change in the time,
manner or place of payment of, or in any other term of, all or any
of the Obligations of the Borrower or any other Obligor, or any
other extension, compromise or renewal of any Obligations of the
Borrower or any other Obligor; (4) any reduction, limitation,
impairment or termination of any Obligations of the Borrower or any
other Obligor for any reason, including any claim of waiver,
release, surrender, alteration or compromise, and shall not be
subject to (and each Guarantor hereby waives any right to or claim
of) any defense or setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality, nongenuineness,
irregularity, compromise, unenforceability of, or any other event
or occurrence affecting, any Obligations of the Borrower, any other
Obligor or otherwise; (5) any amendment to, rescission,
waiver, or other modification of, or any consent to departure from,
any of the terms of the Second Amended and Restated Credit
Agreement, any Note or any other Loan Document or any Lender
Hedging Agreement; (6) any addition, exchange, release,
surrender or non-perfection of any collateral, or any amendment to
or waiver or release or addition of, or consent to departure from,
any other guaranty, held by any Lender or any holder of any Note
securing any of the Obligations of the Borrower or any other
Obligor; (7) the insolvency or bankruptcy of, or similar event
affecting, the Borrower or any other Obligor; or (8) any other
circumstance which might otherwise constitute a defense available
to, or a legal or equitable discharge of, the Borrower, any other
Obligor, any surety or any guarantor. Each Guarantor
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waives all
rights and defenses which may arise with respect to any of the
foregoing, and each Guarantor waives any right to revoke this
Guaranty with respect to future indebtedness. Each Guarantor waives
all rights or defenses under (1) Section 34.01
et seq . of the Texas Business and Commerce
Code , as amended
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