EXHIBIT 10.12B
AMENDMENT NO. 1
This Amendment No. 1 dated as of January 31, 2005 (this "Amendment") is
among Oil States International, Inc., a Delaware corporation (the "U.S.
Borrower"), PTI Group Inc., a corporation amalgamated under the laws of the
Province of Alberta (the "Canadian Borrower" and, together with the U.S.
Borrower, the "Borrowers"), each of the Guarantors, the lenders party to the
Credit Agreement described below (the "Lenders"), Wells Fargo Bank, N.A., as
successor to Wells Fargo Bank Texas, National Association ("Wells Fargo"), as
administrative agent (in such capacity, the "Administrative Agent") for the
Lenders, and The Bank of Nova Scotia ("BNS"), as administrative agent (in such
capacity, the "Canadian Administrative Agent") for the Canadian Lenders (as
defined in Credit Agreement described below).
INTRODUCTION
A. The Borrowers, the Lenders and the Agents are parties to the Credit
Agreement dated as of October 30, 2003 (the "Credit Agreement").
B. The Borrower has requested that the Lenders agree to (1) increase
the Total U.S. Commitments to $280,000,000, (2) extend the Maturity Date from
October 30, 2007 to January 31, 2010 and (3) make certain other amendments to
the Credit Agreement.
THEREFORE, the Borrower, the Agents and the Lenders hereby agree as
follows:
Section 1. Definitions. Unless otherwise defined in this Amendment,
terms used in this Amendment that are defined in the Credit Agreement shall have
the meanings assigned to such terms in the Credit Agreement.
Section 2. Amendments. The Credit Agreement shall be amended as
follows:
(a) The second paragraph of the Credit Agreement shall be amended by
replacing "U.S.$205,000,000" with "U.S.$280,000,000".
(b) Section 1.01 of the Credit Agreement shall be amended as follows:
(i) the definition of "Adjusted LIBO Rate" shall be amended by
replacing "1/16" with "1/100";
(ii) the definition of "Administrative Fee Letter" shall be
amended by replacing "September 17, 2003" with "December 13, 2004";
(iii) the definition of "Applicable Percentage" shall be
amended by replacing the table set forth therein in its entirety as
follows:
<Table>
<Caption>
ABR, Canadian Prime Rate Commitment
Leverage Ratio Eurocurrency/B/A Spread and U.S. Base Rate Spread Fee Percentage
Category 1
Less than 1.00 to 1.00 0.75% 0% 0.20%
Category 2
Greater than or equal to 1.00% 0% 0.25%
1.00 to 1.00 but less than
1.50 to 1.00
Category 3
Greater than or equal to 1.25% 0.25% 0.30%
1.50 to 1.00 but less than
2.00 to 1.00
Category 4
Greater than or equal to 1.50% 0.50% 0.375%
2.00 to 1.00 but less than
2.50 to 1.00
Category 5
Greater than or equal to 1.75% 0.75% 0.375%
2.50 to 1.00
</Table>
(iv) the definition of "Calculation Date" shall be amended by
adding (A) "or an Alternative Currency" after "Canadian dollars" in the
fourth line thereof and (B) "or Letters of Credit denominated in
Alternative Currencies" after "Canadian dollars" in the eighth line
thereof;
(v) the definition of "Exchange Rate" shall be amended by
adding (A) "or the Applicable Alternative Currency" after "Canadian
dollars" in the second line thereof and (B) "or Alternative Currencies"
after "Canadian dollars" in the fourteenth line thereof;
(vi) the definition of "Letter of Credit" shall be amended by
replacing the second sentence thereof in its entirety as follows:
A Letter of Credit shall be a "U.S. Letter of Credit" if issued for the
account of the U.S. Borrower in U.S. dollars or an Alternative
Currency, and a "Canadian Letter of Credit" if issued for the account
of the Canadian Borrower in Canadian dollars.
(vii) the definition of "Maturity Date" shall be amended in
its entirety to mean "January 31, 2010";
(viii) the definition of "Mortgaged Properties" shall be
amended in its entirety to read as follows:
"Mortgaged Properties" shall mean the owned real
properties of the Loan Parties specified on Schedule 1.01(d).
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(ix) the definition of "Mortgages" shall be amended in its
entirety to read as follows:
"Mortgages" shall mean the mortgages, deeds of trust,
debentures and other security documents delivered pursuant to
clause (i) of Section 4.02(m).
(x) the definition of "U.S. Credit Exposure" is amended by
adding "the U.S. Dollar Equivalent of" before "the aggregate amount at
such time of such U.S. Lender's U.S. L/C Exposure" in the third line
thereof;
(xi) the definition of "U.S. Dollar Equivalent" is amended by
adding "or an Alternative Currency" after "Canadian dollars" in the
second line thereof;
(xii) the definition of "U.S. L/C Exposure" is amended by
adding (A) "the U.S. Dollar Equivalent of" before "the aggregate
undrawn amount of all outstanding U.S. Letters of Credit at such time"
in subsection (a) thereof and (B) "the U.S. Dollar Equivalent of"
before "the aggregate principal amount of all L/C Disbursements in
respect of U.S. Letters of Credit" in subsection (b) thereof;
(xiii) the definition of "Wells Fargo" shall be amended to
mean "Wells Fargo Bank, N.A.";
(xiv) the definitions of "Debt Service Coverage Ratio",
"Incremental Assumption Agreement", "Incremental Commitment",
"Incremental Commitment Amount", "Incremental Lender" and "Maintenance
Capital Expenditures" shall be deleted; and
(xv) the following new definitions shall be added in
alphabetical order:
"Alternative Currency" means each of Euro, Pounds
Sterling, Japanese Yen, Singapore Dollar, Australian
Dollar, Hong Kong Dollar and each other currency
(other than U.S. dollars or Canadian dollars) that is
approved in accordance with Section 1.06.
"Interest Coverage Ratio" for any period shall mean
the ratio of (a) Consolidated EBITDA for such period
to (b) Consolidated Interest Expense for the U.S.
Borrower and the Subsidiaries for such period. Solely
for purposes of this definition, if, at any time the
Interest Coverage Ratio is being determined, either
Borrower or any Subsidiary shall have completed a
Permitted Acquisition or Asset Sale since the
beginning of the relevant four fiscal quarter period,
the Interest Coverage Ratio shall be determined on a
pro forma basis (using the criteria therefor
described in Section 6.04(i)) as if such Permitted
Acquisition or Asset Sale, and any related incurrence
or repayment of Indebtedness, had occurred at the
beginning of such period.
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"Tangible Net Worth" shall mean, at any time,
Consolidated Net Worth at such time less assets that
are considered to be intangible assets under GAAP,
including customer lists, goodwill, computer
software, copyrights, trade names, trademarks,
patents, franchises, licenses, unamortized deferred
charges, unamortized debt discount and capitalized
research and development costs.
(c) Section 1.05 shall be amended by adding "or any other Alternative
Currency" at the end thereof.
(d) A new Section 1.06 shall be added as follows:
SECTION 1.06. ADDITIONAL ALTERNATIVE CURRENCIES. The Borrowers
may from time to time request that Letters of Credit be issued in a
currency other than those specifically listed in the definition of
"Alternative Currency;" provided that such requested currency is a
lawful currency that is readily available and freely transferable and
convertible into U.S. dollars. Such request shall be subject to the
approval of the Administrative Agent and the Applicable Issuing Bank.
Any such request shall be made to the Administrative Agent not later
than 11:00 a.m., ten Business Days prior to the date of the requested
Letter of Credit (or such other time or date as may be agreed by the
Administrative Agent and the Applicable Issuing Bank, in its or their
sole discretion). The Administrative Agent shall promptly notify the
Applicable Issuing Bank thereof. The Applicable Issuing Bank shall
notify the Administrative Agent, not later than 11:00 a.m., five
Business Days after receipt of such request whether it consents, in its
sole discretion, to the issuance of Letters of Credit, as the case may
be, in such requested currency. Any failure by the Applicable Issuing
Bank to respond to such request within the time period specified in the
preceding sentence shall be deemed to be a refusal by such Issuing Bank
to issue the requested Letters of Credit in such requested currency at
that time. If the Administrative Agent and the Applicable Issuing Bank
consent to the issuance of Letters of Credit in such requested
currency, the Administrative Agent shall so notify the Borrowers and
such currency shall thereupon be deemed for all purposes to be an
Alternative Currency hereunder for purposes of any Letter of Credit
issuances. If the Administrative Agent shall fail to obtain consent to
any request for an additional currency under this Section 1.06, the
Administrative Agent shall promptly so notify the Borrowers.
(e) Section 2.09(d) shall be deleted in its entirety.
(f) Section 2.20(a) shall be amended by deleting subsection (iv)
thereof and replacing it in its entirety with "(iv) [intentionally omitted]";
(g) Section 2.21 shall be amended as follows:
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(i) Subsection (a) thereof shall be amended by adding
"denominated in U.S. dollars, Canadian dollars, or in one or more
Alternative Currencies" after "Letter of Credit" in the second line
thereof;
(ii) The first sentence of subsection (b) thereof shall be
replaced in its entirety as follows:
In order to request the issuance of a Letter of Credit denominated in
dollars, Canadian dollars or an Alternative Currency (or to amend,
renew or extend an existing Letter of Credit issued in dollars,
Canadian dollars or an Alternative Currency), the applicable Borrower
shall hand deliver or fax to the Applicable Issuing Bank and the
Administrative Agent (reasonably in advance of the requested date of
issuance, amendment, renewal or extension) a notice requesting the
issuance of a Letter of Credit, or identifying the Letter of Credit to
be amended, renewed or extended, the date of issuance, amendment,
renewal or extension, the date on which such Letter of Credit is to
expire (which shall comply with paragraph (c) below), the amount and
currency of such Letter of Credit, the name and address of the
beneficiary thereof and such other information as shall be necessary to
prepare such Letter of Credit. In order to request the issuance of a
Letter of Credit in a currency other than those specifically listed in
the definition of "Alternative Currency", the applicable Borrower shall
follow the procedures set forth in Section 1.06 hereof.
(iii) Subsection (c) thereof shall be amended in its entirety
as follows:
(c) Expiration Date. Each Letter of Credit shall have
an expiration date not later than the earlier of three years
after the date of the issuance of such Letter of Credit and
the date that is 12 months after the Maturity Date; provided
that 90 days prior to the Maturity Date the Borrowers shall
deposit in an account with the U.S. Collateral Agent or the
Canadian Collateral Agent, as the case may be, for the benefit
of the U.S. Lenders or Canadian Lenders, as the case may be,
an amount in cash equal to at least 105% of the U.S. L/C
Exposure or the Canadian L/C Exposure, respectively, as of
such date. Such deposit shall be held by the U.S. Collateral
Agent or the Canadian Collateral Agent, as the case may be, as
collateral for the payment and performance of the Obligations.
Such Collateral Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal, over
such account. Other than any interest earned on the investment
of such deposits in Permitted Investments, which investments
shall be made at the option and sole discretion of such
Collateral Agent, such deposits shall not bear interest.
Interest or profits, if any, on such investments shall
accumulate in such account. Moneys in such account shall (i)
automatically be applied by the Applicable Administrative
Agent to reimburse the Applicable Issuing Bank for L/C
Disbursements for which it has not been reimbursed, (ii) be
held for the satisfaction of the reimbursement obligations of
the applicable Borrower for the U.S. L/C Exposure or the
Canadian L/C Exposure, as
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applicable, at such time, (iii) if the maturity of the Loans
has been accelerated, be applied to satisfy the Obligations
and (iv) provided that no Event of Default has occurred and is
continuing, be released to the Borrowers to the extent that
the funds on deposit exceed 105% of the U.S. L/C Exposure or
the Canadian L/C Exposure, respectively.
(h) Section 2.23 is deleted in its entirety;
(i) Section 3.23 is deleted in its entirety;
(j) Section 5.04(c) is deleted in its entirety and replaced with
"[Intentionally omitted]";
(k) Section 5.04(f) is deleted in its entirety and replaced with
"[Intentionally omitted]";
(l) Section 5.09 is amended by (i) replacing each occurrence therein of
"including real and other properties" with "including properties other than real
properties" and (ii) deleting the second to last sentence thereof;
(m) Section 6.01 shall be amended as follows:
(i) Subsection (j) thereof shall be amended by replacing "10%
of the U.S. Borrower's Consolidated Net Worth calculated on the date of
incurrence as of the most recent fiscal quarter for which financial
statements are available" with "$200,000,000"; and
(ii) Subsection (k) thereof shall be amended by replacing "5%"
with "10%";
(n) Section 6.02(m) shall be amended by replacing "U.S.$2,500,000" with
"U.S.$20,000,000";
(o) Section 6.04 shall be amended as follows:
(i) Subsection (i) thereof shall be amended by replacing (A)
"2.0 to 1.0" with "2.5 to 1.0" and (B) "10%" with "15%"; and
(ii) Subsection (l) thereof shall be amended by replacing
"U.S.$10,000,000" with "the greater of (i) U.S.$50,000,000 at any time
outstanding or (ii) 15% of the U.S. Borrower's Tangible Net Worth
calculated on the date of such investment, loan or advance as of the
most recent fiscal quarter for which financial statements are
available";
(p) Section 6.05(b) shall be amended by replacing "5%" with "10%";
(q) Section 6.06(a)(iii) shall be amended in its entirety as follows:
(iii) so long as no Event of Default or Default shall have
occurred and be continuing or result therefrom and so long as
U.S.$10,000,000 of the Total
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Commitment is unused and available, the U.S. Borrower and,
with respect to the Exchangeable Shares, PTI Holdco (with
funds advanced by the U.S. Borrower) may (A) if the Leverage
Ratio is less than 2.5 to 1.0 both before and after giving pro
forma effect to such Restricted Payment, make Restricted
Payments in any amount; (B) if the Leverage Ratio is greater
than or equal to 2.5 to 1.0 both before and after giving pro
forma effect to such Restricted Payment, make Restricted
Payments in an aggregate amount of the excess of (x)
U.S.$20,000,000 over (y) the aggregate amount expended to
prepay, purchase or otherwise retire or acquire for value
Subordinated Indebtedness prior to the stated maturity thereof
(the "Permitted Amount"); and (C) if the Leverage Ratio is
less than 2.5 to 1.0 before but greater than or equal to 2.5
to 1.0 after giving pro forma effect to such Restricted
Payment, then to the extent that such Restricted Payment
results in the Leverage Ratio being greater than or equal to
2.5 to 1.0, make Restricted Payments in an aggregate amount of
the Permitted Amount until the Leverage Ratio is less than 2.5
to 1.0 as of the end of any fiscal quarter, and thereafter
subsection (A) above shall apply.
(r) Section 6.10 shall be amended in its entirety as follows:
SECTION 6.10. INTEREST COVERAGE RATIO. Permit the Interest
Coverage Ratio for any period of four consecutive fiscal quarters of
the U.S. Borrower, in each case taken as one accounting period, to be
less than 3.0 to 1.0.
(s) Section 9.04(b) shall be amended by deleting "and" before
subsection (iii) thereof and adding the following new subsection (iv):
and (iv) any Lender making such an assignment may assign any
percentage of a Class of Loans and its Commitments related
thereto without respect to the percentage assigned, if any, of
any other Class of Loans and related Commitments.
(t) A new Section 9.18 is hereby added as follows:
SECTION 9.18. RELEASE OF COLLATERAL. Notwithstanding anything
herein or in any Loan Document to the contrary, if (a) all Commitments
have expired or been terminated; (b) all Obligations except for
obligations under Letters of Credit have been paid; and (c) all
outstanding Letters of Credit have been cash collateralized pursuant to
the terms of Section 2.21(c), then the U.S. Collateral Agent and the
Canadian Collateral Agent, as the case may be, shall cause all Liens on
all Collateral (except for Liens on the cash collateral posted pursuant
to Section 2.21(c)) to be released.
(u) Schedule 2.01 to the Credit Agreement shall be amended in its
entirety with Schedule 2.01 attached to this Amendment.
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(v) Exhibit I to the Credit Agreement shall be amended in its entirety
with Exhibit I attached to this Amendment.
Section 3. Representations and Warranties. The Borrowers represent and
warrant to the Administrative Agent and the Lenders that:
(a) the representations and warranties set forth in Article III of the
Credit Agreement and in each other Loan Document are true and correct in all
material respects on and as of the date hereof with the same effect as though
made on and as of such date, except to the extent such representations and
warranties expressly relate to an earlier date;
(b) each Borrower and each other Loan Party are in compliance with all
the terms and provisions set forth in the Credit Agreement and in each other
Loan Document on its part to be observed or performed, and as of the date
hereof, no Event of Default or Default has occurred and is continuing;
(c) there has been no material adverse change in the business, assets,
operations, condition (financial or otherwise) or prospects of the Borrowers and
the Subsidiaries, taken as a whole, since December 31, 2003; and
(d) (i) the execution, delivery, and performance of this Amendment are
within the corporate power and authority of the Borrowers and have been duly
authorized by appropriate proceedings, and (ii) this Amendment constitutes a
legal, valid, and binding obligation of the Borrowers, enforceable in accordance
with its terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the rights of creditors
generally and general principles of equity.
Section 4. Effectiveness. This Amendment shall become effective, and
the Credit Agreement shall be amended as provided in this Amendment, upon the
occurrence of the following conditions precedent:
(a) the Agents shall have received, on behalf of themselves, the
Lenders and the Issuing Banks;
(i) duly and validly executed originals of this Amendment to
the Administrative Agent;
(ii) if requested by any Lender, a new promissory note or
promissory notes payable to such Lender in the amount of its U.S.
Commitment and/or Canadian Commitment, as applicable, and in form and
substance reasonably acceptance to the Applicable Administrative Agent
and the applicable Borrower;
(iii) a favorable written opinion of (A) Vinson & Elkins
L.L.P., U.S. counsel for the Borrowers, and (B) Fraser Milner Casgrain,
Canadian counsel to the Canadian Borrower, in each case (1) dated the
date of this Amendment, (2) addressed to the Issuing Banks, the
Administrative Agents and the Lenders, and (3) covering such matters
relating to the Loan Documents as the Administrative Agent shall
reasonably request;
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(iv) a certificate as to the good standing or tax status of
each Loan Party as of a recent date, from the Secretary of State or
other relevant Governmental Authority of the state or jurisdiction of
its organization;
(v) a certificate of the Secretary or Assistant Secretary of
each Loan Party dated the date of this Amendment and certifying (A)
that that there have been no changes to the organizational documents of
such Loan Party since the Closing Date or attaching such amendments,
(B) that attached thereto is a true and complete copy of resolutions
duly adopted by the Board of Directors of such Loan Party authorizing
the execution, delivery and performance of this Amendment and the other
Loan Documents to which such person is a party and that such
resolutions have not been modified, rescinded or amended and are in
full force and effect, and (C) as to the incumbency and specimen
signature of each officer executing this Amendment or any Loan Document
or any other document delivered in connection herewith on behalf of
such Loan Party;
(vi) a certificate, dated the date of this Amendment and
signed by a Financial Officer of the U.S. Borrower, confirming
compliance with Section 3(a), (b) and (c) of this Amendment;
(vii) each document (including each financing statement)
required by law or reasonably requested any Collateral Agent to be
filed, registered or recorded in order to create in favor of the
Applicable Collateral Agent for the benefit of the Secured Parties a
valid, legal and perfected first-priority security interest in and lien
on the Collateral (subject to any Lien expressly permitted by Section
6.02) described in such agreement shall have been delivered to the
Applicable Collateral Agent; and
(viii) such other documents, governmental certificates,
agreements, and lien searches as any Lender or any Agent may reasonably
request;
(b) the Administrative Agent shall have received all Fees and other
amounts due and payable on or prior to the date of this Amendment, including, to
the extent invoiced, reimbursement or payment of all out-of-pocket expenses
(including, without limitation, the reasonable fees, charges and disbursements
of counsel for the Administrative Agent) required to be reimbursed or paid by
the Borrowers hereunder or under any other Loan Document; and
(c) all requisite Governmental Authorities and third parties shall have
approved or consented to the transactions contemplated hereby to the extent
required and there shall be no litigation, governmental or judicial action,
actual or threatened, that could reasonably be expected to restrain, prevent or
impose burdensome conditions on the transactions contemplated hereby.
Section 5. Reaffirmation of Guaranty and Liens.
(a) Each Subsidiary of the U.S. Borrower that is listed on the
signature pages to this Amendment (each, a "Guarantor") (i) is party to a
Guarantee Agreement, guaranteeing payment of the Obligations, (ii) has reviewed
the Amendment and related documents, and (iii) waives any defenses to the
enforcement of its Guaranty that it may have, and agrees that according to its
terms such Guarantee will continue in full force and effect to guaranty the
Obligations under the
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Loan Documents, as the same may be amended, supplemented, or otherwise modified,
and such other amounts in accordance with the terms of such Guaranty.
(b) The Borrowers and each Guarantor (i) are parties to certain
Security Documents securing and supporting the Obligations, (ii) have reviewed
the Amendment and related documents, and (iii) waives any defenses that it may
have to the enforcement of the Security Documents to which they are party, and
that according to their terms the Security Documents to which they are party
will continue in full force and effect to secure the Obligations under the Loan
Documents, as the same may be amended, supplemented, or otherwise modified, and
(iv) acknowledge, represent, and warrant that the liens and security interests
created by the Security Documents are valid and subsisting and create a first
priority perfected security interest subject to Liens expressly permitted by
Section 6.02 in the Collateral to secure the Obligations.
(c) The delivery of this Amendment does not indicate or establish a
requirement that any Guarantee or Security Document requires any Borrower's or
any Guarantor's approval of amendments to the Credit Agreement, but has been
furnished to the Agents and the Lenders as a courtesy at the Administrative
Agent's request.
Section 6. Effect on Credit Documents.
(a) Except as amended herein, the Credit Agreement and the Loan
Documents remain in full force and effect as originally executed, and nothing
herein shall act as a waiver of any of the Administrative Agent's or Lenders'
rights under the Loan Documents, as amended, including the waiver of any Default
or Event of Default, however denominated.
(b) This Amendment is a Loan Document for the purposes of the
provisions of the other Loan Documents. Without limiting the foregoing, any
breach of representations, warranties, and covenants under this Amendment may be
a Default or Event of Default under other Loan Documents.
Section 7. Choice of Law. This Amendment shall be governed by and
construed and enforced in accordance with the laws of the State of Texas.
Section 8. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original. Delivery of an executed
signature page to this Amendment by facsimile transmission shall be as effective
as delivery of a manually signed counterpart of this Amendment.
[The remainder of this page has been left blank intentionally.]
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EXECUTED to be effective as of the date first above written.
BORROWER:
OIL STATES INTERNATIONAL, INC.
by
-----------------------------------
Name: Cindy B. Taylor
Title: Senior Vice President & CFO
PTI GROUP INC.
by
-----------------------------------
Name: Mark Menard
Title: CFO and Treasurer
A - Z TERMINAL CORPORATION
GENERAL MARINE LEASING, LLC
HWC ENERGY SERVICES, INC.
HWC LIMITED
HYDRAULIC WELL CONTROL, LLC
OIL STATES MANAGEMENT, INC.
SOONER HOLDING COMPANY
SOONER INC.
SOONER PIPE GP, L.L.C.,
By: Sooner, Inc.
its sole member
SOONER PIPE LP, L.L.C., by its Manager
CAPSTAR DRILLING, L.P.
CAPSTAR DRILLING GP, L.L.C.
By: HWC Energy Services, Inc.
its sole member
SPECIALTY RENTAL TOOLS & Supply, L.P.
By: HWC Energy Services, Inc.
its general partner
each by
-----------------------------------
Name: Cindy B. Taylor
Title: Senior Vice President
Signature Page to Amendment No. 1
(Oil States International, Inc.)
OIL STATES SKAGIT SMATCO, LLC
OIL STATES INDUSTRIES, INC.
each by
-----------------------------------
Name: Robert W. Hampton
Title: Vice President and Assistant
Secretary
CAPSTAR DRILLING LP, L.L.C.
by
-----------------------------------
Name: Gilbert B. Warren
Title: President
CROWN CAMP SERVICES, INC.
PTI INTERNATIONAL INC.
PTI PREMIUM CAMP SERVICES LTD.
TRAVCO INDUSTRIAL HOUSING LTD.
CROWN CAMP SERVICES LTD.
PTI CAMP INSTALLATIONS LTD.
PTI INTERNATIONAL LTD.
892493 ALBERTA INC.
each by
-----------------------------------
Name: Mark Menard
Title: Chief Financial Officer and
Treasurer
Signature Page to Amendment No. 1
(Oil States International, Inc.)
WELLS FARGO BANK, N.A., as a U.S.
Lender and Administrative Agent
by
-----------------------------------
Name: Eric Hollingsworth
Title: Vice President
Signature Page to Amendment No. 1
(Oil States International, Inc.)
THE BANK OF NOVA SCOTIA, as a Canadian
Lender and as Canadian Administrative
Agent,
by
-----------------------------------
Name:
Title:
Signature Page to Amendment No. 1
(Oil States International, Inc.)
SCOTIABANC INC., as a U.S. Lender
by
-----------------------------------
Name:
Title:
Signature Page to Amendment No. 1
(Oil States International, Inc.)
HIBERNIA NATIONAL BANK, as a U.S.
Lender
by
-----------------------------------
Name:
Title:
Signature Page to Amendment No. 1
(Oil States International, Inc.)
ROYAL BANK OF CANADA, as a U.S. Lender
by
-----------------------------------
Name:
Title:
Signature Page to Amendment No. 1
(Oil States International, Inc.)
ROYAL BANK OF CANADA, as a Canadian
Lender
by
-----------------------------------
Name:
Title:
Signature Page to Amendment No. 1
(Oil States International, Inc.)
JPMORGAN CHASE BANK, N.A., as a U.S.
Lender and a Canadian Lender
by
-----------------------------------
Name:
Title:
Signature Page to Amendment No. 1
(Oil States International, Inc.)
CALYON NEW YORK BRANCH, as a U.S.
Lender
by
-----------------------------------
Name:
Title:
by
-----------------------------------
Name:
Title:
Signature Page to Amendment No. 1
(Oil States International, Inc.)
CREDIT SUISSE FIRST BOSTON, ACTING
THROUGH ITS CAYMAN ISLANDS BRANCH, as
a U.S. Lender
by
-----------------------------------
Name:
Title:
by
-----------------------------------
Name:
Title:
Signature Page to Amendment No. 1
(Oil States International, Inc.)
CREDIT SUISSE FIRST BOSTON TORONTO
BRANCH, as a Canadian Lender
by
-----------------------------------
Name:
Title:
by
-----------------------------------
Name:
Title:
Signature Page to Amendment No. 1
(Oil States International, Inc.)
THE TORONTO-DOMINION BANK, as a U.S.
Lender
by
-----------------------------------
Name:
Title:
Signature Page to Amendment No. 1
(Oil States International, Inc.)
THE TORONTO-DOMINION BANK, as a
Canadian Lender
by
-----------------------------------
Name:
Title:
Signature Page to Amendment No. 1
(Oil States International, Inc.)
SOUTHWEST BANK OF TEXAS, N.A., as a
U.S. Lender
by
-----------------------------------
Name:
Title:
Signature Page to Amendment No. 1
(Oil States International, Inc.)
BANK OF SCOTLAND, as a U.S. Lender
by
-----------------------------------
Name:
Title:
Signature Page to Amendment No. 1
(Oil States International, Inc.)
BARCLAYS BANK PLC, as a U.S. Lender
by
-----------------------------------
Name:
Title:
Signature Page to Amendment No. 1
(Oil States International, Inc.)
SCHEDULE 2.01
LENDERS AND COMMITMENTS
COMMITMENTS
<Table>
<Caption>
U.S. Canadian Total
Bank Commitment Commitment Commitment
- ------------------------------- ---------- ---------- ----------
Wells Fargo Bank, N.A. $50,000,000 $0 $50,000,000
Royal Bank of Canada $22,750,000 $10,000,000 $32,750,000
Hibernia National Bank $32,750,000 $0 $32,750,000
JPMorgan Chase Bank, N.A. $22,750,000 $10,000,000 $32,750,000
Calyon New York Branch $32,750,000 $0 $32,750,000
The Bank of Nova Scotia $0 $10,000,000 $10,000,000
Scotiabanc Inc. $14,000,000 $0 $14,000,000
Credit Suisse First Boston $19,000,000 $5,000,000 $24,000,000
Southwest Bank of Texas, N.A. $24,000,000 $0 $24,000,000
The Toronto-Dominion Bank $14,000,000 $10,000,000 $24,000,000
Bank of Scotland $24,000,000 $0 $24,000,000
Barclays Bank PLC $24,000,000 $0 $24,000,000
TOTAL $280,000,000 $45,000,000 $325,000,000
</Table>
EXHIBIT I
[Form of]
COMPLIANCE CERTIFICATE
The undersigned, on behalf of the U.S. Borrower, hereby certifies and
warrants that [ ] is a Financial Officer of the U.S. Borrower and that, as such,
he or she is authorized to execute this certificate for and on behalf of the
U.S. Borrower. Except as otherwise disclosed to the Administrative Agent in
writing pursuant to the Credit Agreement, to the best knowledge of the
undersigned, at no time during the period from [ ] through [ ] (the "Certificate
Period") did a Default or an Event of Default exist.
<Table>
<Caption>
Covenant Maximum/Minimum Actual
-------- --------------- ------
(a) In accordance with the covenant set forth in Maximum
Section 6.05(b) of the Credit Agreement, the fair
market value of all assets sold, transferred, leased $_________ (1) $[ ]
or disposed of pursuant to Section 6.05(b) from and
including the Closing Date through and including the
last day of the Certificate Period in the aggregate
was:
(b) In accordance with the covenant set forth in Maximum
Section 6.06(a)(ii) of the Credit Agreement, in the
most recent fiscal year, the aggregate amount of U.S.$5,000,000 $[ ]
Equity Interests repurchased from, and payments made
to, employees of the U.S. Borrower or a Canadian
Subsidiary as permitted by Section 6.06(a)(ii).
(c) In accordance with the covenant set forth in Maximum
Section 6.06(a)(iii) of the Credit Agreement, the
aggregate amount of Restricted Payments made by the $__________(2) $[ ]
U.S. Borrower and PTI Holdco in the most recent fiscal
year was:
(d) In accordance with the covenant set forth in Minimum
Section 6.10 of the Credit Agreement, the Interest
Coverage Ratio of the U.S. Borrower, for previous four 3.00 to 1.00 [ ]
consecutive fiscal quarters (taken as one accounting
period), was:
</Table>
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(1) This figure should be equal to 10% of Consolidated Net Worth
calculated on the date of incurrence as of the most recent fiscal quarter for
which financial statements are available in the aggregate.
(2) If the Leverage Ratio is greater than 2.5 to 1.0, this figure
should not exceed the excess of (x) $20,000,000 over (y) the aggregate amount
expended in such fiscal year to prepay, purchase or otherwise retire or acquire
for value Subordinated Indebtedness prior to the stated maturity thereof.
Exhibit I Page -29-
<Table>
(e) In accordance with the covenant set forth in Maximum
Section 6.11 of the Credit Agreement, the Leverage
Ratio, as of the last day of the Certificate Period, 3.00 to 1.00 [ ]
was:
(f) In accordance with the covenant set forth in Minimum
Section 6.12 of the Credit Agreement, the Consolidated
Net Worth as of the last day of the Certificate Period [ ]
was: $____________(3)
</Table>
A calculation sheet reflecting the above-computations is attached
hereto as Schedule 1.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
certificate, this ____ day of [ ], [ ].
OIL STATES INTERNATIONAL, INC.,
By:
------------------------------------
Name:
Title:
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(3) This figure should be equal to the sum of (A) 85% of Consolidated
Net Worth as of September 30, 2003, plus (B) 50% of Consolidated Net Income (if
positive) for the U.S. Borrower and the Subsidiaries for each fiscal quarter
ending after the Closing Date and on or prior to the date as to which the
compliance with Section 6.12 of the Credit Agreement is being determined, plus
(c) 75% of the Net Cash Proceeds from any Equity Issuance.
Exhibit I Page -30-
SCHEDULE 1
to
EXHIBIT I
CALCULATION SHEET
Exhibit I Page -31-