EXHIBIT 4.3
FIRST AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
This First Amendment to Amended and Restated Registration Rights
Agreement (this "Amendment"), dated as of May 17, 2002, is made by and among Oil
States International, Inc., a Delaware corporation ("OSI") and the Holders of
Registrable Securities set forth on the signature page hereto (the "Amending
Holders").
WHEREAS, reference is made to that certain Amended and Restated
Registration Rights Agreement by and among OSI, HWC, Sooner and each of the
holders of OSI Common Stock, HWC Common Stock and Sooner Common Stock listed on
the signature pages thereto (the "Amended and Restated Registration Rights
Agreement"); and
WHEREAS, OSI and the Amending Holders desire to amend the Amended and
Restated Registration Rights Agreement in accordance with the provisions of
Section 9.3 thereof; and
WHEREAS, the Amending Holders hold in the aggregate greater than 50% of
the Registrable Securities; and
WHEREAS, capitalized terms that are used but not defined herein shall
have the meanings set forth in the Amended and Restated Registration Rights
Agreement;
NOW, THEREFORE, for and in consideration of the mutual benefits to be
derived from this Amendment, and intending to be legally bound hereby, the
parties hereto hereby agree as follows:
Section 1. AMENDMENTS TO AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT. The Amended and Restated Registration Rights Agreement is hereby
amended as follows:
(a) Section 3(a) is amended by deleting it in its entirety and
inserting the following in replacement therefor:
"If OSI proposes to file, or has filed, a registration
statement under the Securities Act, including a Demand
Registration, with respect to an offering of OSI Common Stock
for cash by OSI for its own account or for the account of any
of its equity holders (other than (i) a registration statement
on Form S-4 or S-8 or any substitute form that may be adopted
by the SEC, (ii) any registration statement filed in
connection with an exchange offer or offering of securities
solely to OSI's existing security holders, (iii) any
registration statement filed in connection with an exchange
offer or offering of securities to holders of Exchangeable
Shares (the "PTI Registration Statement"), or (iv) any
"universal shelf" registration statement on Form S-3 or any
substitute form that may be adopted by the SEC that
contemplates the offering and sale by OSI of more than one
type of security on a delayed or continuous basis pursuant to
Rule 415 (or any successor rule) under the Securities Act, but
only if each of the Amending Holders has waived its right to
participate in any offering of Registrable Securities pursuant
to such registration statement), then OSI shall, at its
option, either (i) give written notice of such proposed filing
to the Holders of the Registrable Securities no later than 7
days before the anticipated
initial filing date or (ii) give written notice of the filing
of such registration statement to the Holders of the
Registrable Securities no later than 7 days before the
anticipated effectiveness date of such registration statement,
and such notice shall offer such Holders the opportunity to
register such number of Registrable Securities as each such
Holder may request (a "Piggyback Registration"). On or before
the 7th day following the receipt of such notice by the
Holders, any Holder wishing to include any or all of its
Registrable Securities in such registration statement shall
give written notice to OSI stating the name of such Holder and
the amount of such Holder's Registrable Securities to be
included in such registration statement. Subject to Section
3(b), OSI shall include in each such Piggyback Registration
all Registrable Securities requested to be included in the
registration for such offering and shall, in the case of a
filed registration statement, prepare and file a pre-effective
amendment to such registration statement providing for the
inclusion of such Registrable Securities; provided, however,
that OSI may at any time withdraw or cease proceeding with
such registration without the consent of any Holder of
Registrable Securities, notwithstanding the request of any
such Holder to participate therein in accordance with this
provision, if OSI determines in its sole discretion that such
action is in the best interests of OSI and its stockholders
(for this purpose, the interests of the Holders shall not be
considered). Each Holder of Registrable Securities shall be
permitted to withdraw all or part of such Holder's Registrable
Securities from a Piggyback Registration at any time prior to
the effective date thereof."
(b) The second sentence of Section 9.3 is amended by deleting
it in its entirety and inserting the following in replacement therefor:
"This Agreement may not be amended or supplemented at any
time, except by an instrument in writing signed by OSI and on
behalf of the Holders of 50% or more of the Registrable
Securities."
(c) The first paragraph of Section 9.5 is amended by deleting
it in its entirety and inserting the following in replacement therefor:
"All notices and other communications hereunder shall be in
writing and (i) if to be delivered to OSI, HWC or Sooner,
shall be delivered in person, by overnight courier, by
facsimile (with confirmation of receipt) or by registered or
certified mail (postage prepaid, return receipt requested) and
shall be deemed effective and received only upon and as of the
date of actual receipt by OSI, HWC or Sooner, as the case may
be (except that receipt on any date after 5:00 p.m. Central
Standard Time shall be deemed received on the next Business
Day), and (ii) if to be delivered to a Holder, shall be
delivered in person, by overnight courier, by registered or
certified mail (postage prepaid, return receipt requested) or
by any other means of delivery and shall be deemed effective
and received (A) if given in person, on the date of actual
receipt by such Holder, (B) if given by overnight courier, on
the next Business Day immediately following the day on which
such notice is delivered to a reputable overnight courier
service, (C) if given by registered or certified mail, on the
third Business Day immediately following the day on which such
notice is deposited with
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a United States post office or (D) if given by any other
means, on the date on which such Holder acknowledges in
writing the receipt of such notice by such other means, in
each case to the respective parties as follows:"
Section 2. MISCELLANEOUS.
(a) Counterparts. This Amendment may be executed in one or
more counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more counterparts
have been signed by each of the parties hereto and delivered (including
by facsimile) to the other parties hereto.
(b) Incorporation. The provisions of Sections 9.3, 9.4, 9.5,
9.6, 9.7, 9.9, 9.10 and 9.11 of the Amended and Restated Registration
Rights Agreement are hereby incorporated herein and shall be deemed to
include and/or apply to this Amendment, as appropriate.
(c) Ratification. Except as amended hereby, the Amended and
Restated Registration Rights Agreement shall remain in full force and
effect as previously executed by the parties, and the parties hereby
ratify the Amended and Restated Registration Rights Agreement as
amended hereby.
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IN WITNESS WHEREOF, each of the undersigned, intending to be legally
bound, has caused this Amendment to be duly executed and delivered on the date
first set forth above.
OIL STATES INTERNATIONAL, INC.
By: /s/ Robert W. Hampton
---------------------------------------------
Name: Robert W. Hampton
Title: Vice President - Finance and
Accounting and Secretary
SCF III, L.P.
By: SCF II, L.P.,
its General Partner
By: L.E. Simmons & Associates, Incorporated,
its General Partner
By: /s/ Anthony DeLuca
-------------------------------------
Name: Anthony DeLuca
Title: Managing Director
SCF IV, L.P.
By: SCF-IV, G.P., Limited Partnership,
its General Partner
By: L.E. Simmons & Associates, Incorporated,
its General Partner
By: /s/ Anthony DeLuca
-------------------------------------
Name: Anthony DeLuca
Title: Managing Director
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