-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GfO/7iJBMjtEqv4AEDizaaOmoaBxh0nOjZvDlaHLk9cLvGjLmCv445XH9xgqFwu4 IMsUyZLxsRdJL2SvvUzyTA== 0001019687-05-002537.txt : 20050908 0001019687-05-002537.hdr.sgml : 20050908 20050908144814 ACCESSION NUMBER: 0001019687-05-002537 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050908 DATE AS OF CHANGE: 20050908 GROUP MEMBERS: CHRISTOPHER ENGEL GROUP MEMBERS: DONALD ENGEL GROUP MEMBERS: ENGEL INVESTORS DEFINED BENEFIT PLAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Allis Chalmers Energy Inc. CENTRAL INDEX KEY: 0000003982 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 390126090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-30534 FILM NUMBER: 051075073 BUSINESS ADDRESS: STREET 1: 5075 WESTHEIMER STREET 2: SUITE 890 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 713-369-0550 MAIL ADDRESS: STREET 1: 5075 WESTHEIMER STREET 2: SUITE 890 CITY: HOUSTON STATE: TX ZIP: 77056 FORMER COMPANY: FORMER CONFORMED NAME: ALLIS CHALMERS CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ALLIS CHALMERS MANUFACTURING CO DATE OF NAME CHANGE: 19710614 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Engel Christopher CENTRAL INDEX KEY: 0001338205 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 713-369-0550 MAIL ADDRESS: STREET 1: 5075 WESTHEIMER, #890 CITY: HOUSTON STATE: TX ZIP: 77056 SC 13D 1 engel_13d-082405.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Allis-Chalmers Energy Inc. (NAME OF ISSUER) Common Stock, par value $0.01 per share (TITLE OF CLASS OF SECURITIES) 019645407 (CUSIP NUMBER) Joseph P. Bartlett, Esq. Greenberg Glusker Fields Claman Machtinger & Kinsella LLP 1900 Avenue of the Stars, 21st Floor Los Angeles, California 90067 (310) 553-3610 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) August 24, 2005 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240. 13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 019645407 Page 2 TABLE OF CONTENTS ITEM 1. SECURITY AND ISSUER SECURITIES ACQUIRED. ITEM 2. IDENTITY AND BACKGROUND. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. ITEM 4. PURPOSE OF TRANSACTION. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. SIGNATURE Exhibit 7.1 Exhibit 7.2 Exhibit 7.3 - -------------------------------------------------------------------------------- 1. Name of Reporting Person. I.R.S. Identification Nos. of above persons (entities only). Christopher Engel - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF - -------------------------------------------------------------------------------- 5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- 7. Sole Voting Power NUMBER OF 177,411 SHARES ----------------------------------------------------------------- BENEFICIALLY 8. Shared Voting Power OWNED BY 83,027 EACH ----------------------------------------------------------------- REPORTING 9. Sole Dispositive Power PERSON 117,411 WITH ----------------------------------------------------------------- 10. Shared Dispositive Power 83,027 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 260,438 - -------------------------------------------------------------------------------- 12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 1.7% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. Name of Reporting Person. I.R.S. Identification Nos. of above persons (entities only). Donald Engel - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF - -------------------------------------------------------------------------------- 5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- 7. Sole Voting Power NUMBER OF 212,893 SHARES ----------------------------------------------------------------- BENEFICIALLY 8. Shared Voting Power OWNED BY 0 EACH ----------------------------------------------------------------- REPORTING 9. Sole Dispositive Power PERSON 212,893 WITH ----------------------------------------------------------------- 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 212,893 - -------------------------------------------------------------------------------- 12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 1.4% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. Name of Reporting Person. I.R.S. Identification Nos. of above persons (entities only). Engel Investors Defined Benefit Plan - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF - -------------------------------------------------------------------------------- 5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- 7. Sole Voting Power NUMBER OF 0 SHARES ----------------------------------------------------------------- BENEFICIALLY 8. Shared Voting Power OWNED BY 83,027 EACH ----------------------------------------------------------------- REPORTING 9. Sole Dispositive Power PERSON 0 WITH ----------------------------------------------------------------- 10. Shared Dispositive Power 83,027 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 83,027 - -------------------------------------------------------------------------------- 12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 0.532% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) EP - -------------------------------------------------------------------------------- CUSIP No. 019645407 Page 3 SCHEDULE 13D ALLIS-CHALMERS ENERGY, INC. Christopher Engel, Donald Engel and the Engel Investors Defined Benefit Plan (collectively, the "Reporting Persons") previously filed a statement on Schedule 13D jointly with Leonard Toboroff, Robert E. Nederlander, RER Corp., a Michigan corporation wholly-owned by Mr. Nederlander, and the Leonard Toboroff P.C. Profit Sharing Trust 002 to report their ownership of equity securities to which this statement on Schedule 13D relates because, as parties to the stockholders agreement dated as of April 2, 2004 (the "Stockholders Agreement") with RER Corp., Energy Spectrum Partners LP, Jens H. Mortensen, Munawar H. Hidayatallah and Saeed M. Sheikh, the Reporting Persons could have been deemed to be part of a group with The other parties to the Stockholders Agreement. While the Reporting Persons continue to disclaim that they have ever formed or been part of a group among each other or the other parties to the Stockholders Agreement, they are filing this statement on Schedule 13D because the Stockholders Agreement was terminated by the parties on August 24, 2005. All share amounts have been restated to give effect to a one-to-five reverse stock split effective June 10, 2004. ITEM 1. SECURITY AND ISSUER SECURITIES ACQUIRED. Security: Common Stock of Allis-Chalmers Energy Inc. ("Common Stock"). Issuer: Allis-Chalmers Energy Inc. (the "Issuer"), 5075 Westheimer, Suite 890, Houston, TX 77056. ITEM 2. IDENTITY AND BACKGROUND. (a) Pursuant to Rule 13d-1(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), this Schedule 13D statement is hereby filed by Christopher Engel, Donald Engel and the Engel Investors Defined Benefit Plan (collectively, the "Reporting Persons"). (b) The principal address and/or office of Christopher Engel is 1075 Park Avenue, New York, NY 10128. The principal address and/or office of Donald Engel and the Engel Investors Defined Benefit Plan is 570 Park Avenue, New York, NY 10021. (c) Christopher Engel and Donald Engel are private investors. The Engel Investors Defined Benefit Plan is a pension benefit trust. (d) and (e) During the past five years, no Reporting Person has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Donald Engel and Christopher Engel are United States citizens. Engel Investors Defined Benefit Plan is a pension benefit trust, organized under the laws of the State of New York. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. This Schedule 13D is being filed to report the termination of the Stockholders Agreement. See Item 4. ITEM 4. PURPOSE OF TRANSACTION. Each of the Reporting Persons now beneficially owns less than 5% of the outstanding Common Stock. On April 2, 2004, (a) in exchange for an investment of $2 million, the Issuer issued 620,000 shares of Common Stock, and warrants to purchase 800,000 shares of Common Stock at an exercise price of $2.50 per share expiring on April 1, 2006, to an investor group consisting of each Reporting Person, Leonard Toboroff and RER Corp., a Michigan corporation wholly-owned by Robert E. Nederlander (the "Investor Group"). In connection therewith, the Investor Group, Munawar H. Hidayatallah, Saeed M. Sheikh, Jens H. Mortensen, Energy Spectrum Partners LP, the Issuer and others entered into a stockholders agreement (the "Stockholders Agreement"), pursuant to which the parties agreed to vote for the election to the board of directors of the Issuer three persons nominated by Energy Spectrum, two persons nominated by the Investor Group and one person nominated by Messrs. Hidayatallah, Mortensen and Sheikh. The parties and the Issuer also agreed that in the event the Issuer had not completed a public offering of its shares prior to September 30, 2005, then, at the request of Energy Spectrum, the Issuer would retain an investment banking firm to identify candidates for a transaction involving the sale of the Issuer or its assets. In addition, the Issuer, Energy Spectrum, the Investor Group and Messrs. Sheikh, Hidayatallah and Mortensen entered into a registration rights agreement with the Issuer and other parties named therein dated April 2, 2004 (the "Registration Rights Agreement"), pursuant to which the parties were granted certain registration rights with respect to the Common Stock owned or to be owned by such parties. In June 2005, the parties entered into a First Amendment to Stockholders Agreement dated April 4, 2004, which provided that (a) unless and until Energy Spectrum notified the Issuer and the other parties to the Stockholders Agreement that it elected to nominate all three directors it was entitled to nominate, Energy Spectrum would have the right to designate one nominee to be elected as a member of the Issuer's board of directors and the other parties would not be entitled to nominate any directors, and (b) the Stockholders Agreement would terminate upon the completion of an offering if all shares owned by Energy Spectrum were sold. On August 24, 2005, Energy Spectrum sold all of its shares, and the Stockholders Agreement terminated. The Reporting Persons acquired the shares of Common Stock as an investment. Each Reporting Person reserve the right to (i) dispose of all or part of its or his investment in the Common Stock at any time, (ii) acquire additional equity securities of the Issuer or its affiliates in the open market, in private transactions or otherwise, (iii) propose a merger or other business combination with the Issuer or its affiliates, or (iv) take any other action with respect to the Issuer. Any such purchases will depend upon the market prices for the shares of Common Stock, the number of shares which may become available for purchase at prices which they regard as attractive and various other factors which it or he may determine to be relevant. Except as set forth in this Item 4, no Reporting Person has any current plans or proposals which relate to or would result in (a) an extraordinary corporate transaction, such as a merger, reorganization or liquidation of the Issuer or any of its subsidiaries; (b) the sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (c) any change in the Issuer's present board of directors or management; (d) any material change in the present capitalization or dividend policy of the Issuer; (e) any other major change in the Issuer's business or corporate structure; (f) any change in the Issuer's charter or by-laws that might impede the acquisition or control of the Issuer by any person; (g) the delisting of a class of the Issuer's securities on a national securities exchange; (h) the termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, of a class of the Issuer's equity securities; or (i) any action similar to any of those enumerated above. However, as indicated above, each Reporting Person intends continuously to review its or his investment in the Issuer. Depending upon the results of such continuing review and other factors, each Reporting Person reserves the right to propose, take, or seek to cause the Issuer to take, one or more of the transactions described in this paragraph. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Christopher Engel is the beneficial owner of 177,591 shares of the Common Stock, which constitutes approximately 1.13% of the shares of the Common Stock outstanding on the date hereof, according to information provided by the Issuer. The number of shares of Common Stock beneficially owned by Christopher Engel includes 77,461 shares owned by him and 99,950 shares which may be issued upon the exercise of warrants owned by him. Donald Engel is the beneficial owner of 212,893 shares of the Common Stock, which constitutes approximately 1.4% of the shares of the Common Stock outstanding on the date hereof, according to information provided by the Issuer. The number of shares of Common Stock beneficially owned by Donald Engel includes 92,953 shares owned by him and 119,940 shares which may be issued upon the exercise of warrants owned by him. The Engel Investors Defined Benefit Plan is the beneficial owner of 83,027 shares of the Common Stock, which constitutes approximately 0.532% of the shares of the Common Stock outstanding on the date hereof, according to the information provided by the Issuer. The number of shares of Common Stock beneficially owned by the Engel Investors Defined Benefit Plan includes 36,251 shares owned by it and 46,776 shares which may be issued upon exercise of warrants owned by it. (b) Christopher Engel has sole voting power and sole power of disposition with respect to all shares of Common Stock beneficially owned by him. Donald Engel has sole voting power and sole power of disposition with respect to all shares of Common Stock beneficially owned by him. Christopher Engel and the Engel Investors Defined Benefit Plan have shared voting power and shared power of disposition with respect to all shares of Common Stock beneficially owned by the Engel Investors Defined Benefit Plan. (c) No Reporting Person has effected any transactions with respect to the Common Stock within the past 60 days. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. To the best knowledge of each Reporting Person, there are currently no contracts, arrangements, understandings or relationships (legal or otherwise) between any Reporting Person and any other person or with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 7.1: Stockholders Agreement dated April 2, 2004, by and among the Issuer and the other persons signatory thereto (1). Exhibit 7.2: Registration Rights Agreement dated April 2, 2004, by and among the Issuer and the other persons signatory thereto (1). Exhibit 7.3: First Amendment to Stockholders Agreement dated April 2, 2004, by and among the Issuer and the other persons signatory thereto, dated as of July 29, 2005. (1) Filed as an exhibit to Schedule 13D filed by the Reporting Persons on April 13, 2004. SIGNATURES After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Pursuant to Rule 13d-1(k)(l)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached statement is filed on behalf of him or it in the capacities set forth below. Dated: September 6, 2005 /s/ Christopher Engel ---------------------------- CHRISTOPHER ENGEL /s/ Donald Engel ---------------------------- DONALD ENGEL ENGEL INVESTORS DEFINED BENEFIT PLAN By: /s/ Christopher Engel ---------------------------- CHRISTOPHER ENGEL, TRUSTEE EX-7.3 2 allis_13dex-0703.txt FIRST AMEND TO STOCKHOLDERS AGR EXHIBIT 7.3 FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT This First Amendment to Stockholders Agreement ("First Amendment") dated effective as of July 29, 2005 is made by and among Energy Spectrum Partners, LP ("Energy Spectrum"), the Investors Group (as defined in Section 1.1 of the Agreement), the Directors Group (as defined in Section 1.1 of the Agreement) and Allis-Chalmers Energy Inc., formerly known as Allis-Chalmers Corporation ("Company"). Energy Spectrum, the Investors Group and the Directors Group shall, as long as each such person or group of Persons owns Stock, be collectively referred to herein as the "Stockholders". RECITALS WHEREAS, Energy Spectrum, the Investors Group, the Directors Group and the Company entered into that certain Stockholders Agreement dated as of April 2, 2004 ("Agreement"); WHEREAS, the parties to the Agreement desire to amend the Agreement by deleting Sections 2.1, 3.1, 3.2 and 3.4, and retaining Sections 2.2(a), 2.2(b), 2.2(c), 2.3 and 2.4 while suspending the rights of Energy Spectrum, the Investor Group and the Director Group as described herein. NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: ARTICLE 1 GENERAL TERMS 1.1 TERMS DEFINED IN AGREEMENT. As used in this First Amendment, except as may otherwise be provided herein, all capitalized terms which are defined in the Agreement, as amended, have the same meanings herein as therein, all of such terms and their definitions being incorporated by reference. 1.2 CONFIRMATION AND EXTENT OF CHANGES. All terms which are defined or referred to in the Agreement shall remain unchanged except as otherwise specifically provided in this Amendment. It is hereby confirmed that the term "Agreement" includes the Agreement as amended by this First Amendment. ARTICLE 2 AMENDMENTS 2.1 AMENDMENT TO SECTION 2.1 AND 2.2(a) (a) Effective as of the date hereof, Section 2.1 shall be deleted in its entirety. 1 (b) Section 2.2(a) shall remain unchanged, however, Energy Spectrum has notified the Company that two of its nominees to the Board of Directors have resigned and that Energy Spectrum at this time does not plan to designate replacements thereto. In addition, Energy Spectrum hereby agrees not to utilize its right to appoint two replacement directors unless, and until it notifies the Company in writing of its determination to assert such right. 2.2 AMENDMENT TO SECTIONS 2.2(b), 2.2(c), 2.3 AND 2.4. Sections 2.2(b)and 2.2(c) shall be suspended and the Investors Group and the Directors Group shall not have the right to designate nominees for election to the Board unless and until Energy Spectrum has notified the Company, the Investors Group and the Directors Group that Energy Spectrum intends to assert its right to designate pursuant to Section 2.2(a) of the Agreement. In the event that Energy Spectrum so notifies the Company, the Investors Group and the Directors Group of its intention to reinstate such right to designate two additional directors, then the rights of the Investor Group and the Directors Group pursuant to Sections 2.2(b) and 2.2(c) shall be reinstated in accordance with the Agreement. 2.3 TERMINATION OF SECTION 3. Section 3 of the Agreement shall be terminated in its entirety effective as of the date hereof. 2.4 TERMINATION OF STOCKHOLDERS AGREEMENT. The Company, Energy Spectrum and certain other stockholders are proposing to sell pursuant to a public offering under the Securities Act of 1933, as amended, shares of common stock of the Company. In the event that such public offering, results in the sale of all shares of common stock held by Energy Spectrum or such amount that Energy Spectrum holds less than 5% of the then outstanding shares of common stock of the Company, then following consummation of the public offering the Agreement and this First Amendment shall be terminated in all respects. ARTICLE 3 MISCELLANEOUS 3.1 EFFECTIVE DATE. Except as otherwise expressly provided herein, the effective date of all provisions of this First Amendment shall be the date of execution indicated below. 3.2 TITLES OF ARTICLES, SECTIONS AND SUBSECTIONS. All titles or headings to articles, sections, subsections or other divisions of this First Amendment are only for the convenience of the parties and shall not be construed to have any effect or meaning with respect to the other content of such articles, sections, subsections, or other discussion, such other content being controlling as to the Agreement among the parties hereto. 3.3 COUNTERPARTS. This First Amendment may be executed in two or more counterparts. It will not be necessary that the signatures of all parties hereto be contained on any one counterpart hereof; each counterpart shall be deemed an original, but all of which together shall constitute one and the same instrument. 2 3.4 ENTIRE AGREEMENT. This First Amendment embodies the final, entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersedes any and all prior commitments, agreements, representations and understandings whether written or oral, relating to this First Amendment, and may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of the parties hereto. 3.5 MODIFICATION. Except as expressly modified by this First Amendment, the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of July 29, 2005. THE COMPANY: ------------ ALLIS-CHALMERS ENERGY INC. /S/ MUNAWAR H. HIDAYATALLAH --------------------------- Munawar H. Hidayatallah Chief Executive Officer DIRECTORS GROUP: /S/ MUNAWAR H. HIDAYATALLAH --------------------------- Munawar H. Hidayatallah /S/ JENS H. MORTENSEN --------------------- Jens H. Mortensen /S/ SAEED M. SHEIKH ------------------- Saeed M. Sheikh INVESTORS GROUP: ---------------- /S/ LEONARD TOBOROFF -------------------- Leonard Toboroff 3 ENGEL DEFINED BENEFIT PLAN -------------------------- By: /S/ DONALD ENGEL ---------------- Donald Engel RER CORP. --------- /S/ ROBERT NEDERLANDER ---------------------- Robert Nederlander, President /S/ DONALD ENGEL ---------------- Donald Engel /S/ CHRISTOPHER ENGEL --------------------- Christopher Engel ENERGY SPECTRUM PARTNERS, LP: ----------------------------- By: Energy Spectrum Capital LP, General Partner By: Energy Spectrum LLC, General Partner /S/ THOMAS WHITENER ------------------- Name: Thomas Whitener Title: Partner 4 -----END PRIVACY-ENHANCED MESSAGE-----