EXHIBIT 10.2
CONFORMED COPY
AMENDMENT No. 2 dated as of December 12,
2002 (this "Amendment"), to the Credit Agreement
dated as of January 25, 2001, as amended by Amendment
No. 1 dated as of September 23, 2002 (the "Credit
Agreement"), 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"),
the lenders party thereto from time to time (the
"Lenders"), Credit Suisse First Boston ("CSFB"), as
administrative agent (in such capacity, the
"Administrative Agent") for the Lenders and as U.S.
collateral agent (in such capacity, the "U.S.
Collateral Agent") for the Lenders, and Credit Suisse
First Boston (formerly, Credit Suisse First Boston
Canada), a bank organized under the laws of Canada
("CSFBC"), as administrative agent (in such capacity,
the "Canadian Administrative Agent") for the Canadian
Lenders, and as Canadian collateral agent (in such
capacity, the "Canadian Collateral Agent") for the
Canadian Lenders. Capitalized terms used but not
defined herein shall have the meanings assigned to
them in the Credit Agreement.
A. Pursuant to the Credit Agreement, the Lenders and the Issuing Bank
have extended, and have agreed to extend, credit to the Borrowers.
B. Pursuant to a request made by the Borrowers on November 8, 2002, and
agreed to by the requisite Lenders in accordance with Section 2.09(d) of the
Credit Agreement, the Maturity Date has been extended to January 25, 2005.
C. The Borrowers have requested that the Required Lenders agree to
amend the Credit Agreement to, among other things, provide a mechanism by which
the U.S. Commitments may be increased by up to U.S. $25,000,000 in the
aggregate.
D. The Required Lenders are willing so to amend the Credit Agreement on
the terms and subject to the conditions herein contained.
Accordingly, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendment. (a) Section 1.01 of the Credit Agreement is
hereby amended as follows:
(i) The definition of the term "Applicable Percentage" is
hereby amended and restated in its entirety to read as follows:
""Applicable Percentage" shall mean, for any day, with respect
to any Eurocurrency Loan, ABR Loan, B/A Loan, Canadian Prime Rate Loan,
U.S. Base Rate Loan or the Commitment Fee, the applicable percentage
set forth below under the applicable caption, based upon the Leverage
Ratio as of the relevant date of determination:
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=======================================================================================================
ABR, Canadian Prime Rate and
Leverage Ratio Eurocurrency/B/A Spread U.S. Base Rate Spread Commitment Fee Percentage
-------------------------------------------------------------------------------------------------------
Category 1
----------
Less than
0.75 to 1.00 1.75% 0.75% 0.50%
-------------------------------------------------------------------------------------------------------
Category 2
----------
Greater than
or equal to
0.75 to 1.00
but less than
1.50 to 1.00 2.00% 1.00% 0.50%
-------------------------------------------------------------------------------------------------------
Category 3
----------
Greater than
or equal to
1.50 to 1.00
but less than
2.00 to 1.00 2.25% 1.25% 0.50%
-------------------------------------------------------------------------------------------------------
Category 4
----------
Greater than
or equal to
2.00 to 1.00
but less than
2.75 to 1.00 2.50% 1.50% 0.50%
-------------------------------------------------------------------------------------------------------
Category 5
----------
Greater than
or equal to
2.75 to 1.00
but less than
3.50 to 1.00 2.75% 1.75% 0.50%
-------------------------------------------------------------------------------------------------------
Category 6
----------
Greater than
or equal to
3.50 to 1.00 3.00% 2.00% 0.50%
=======================================================================================================
Each change in the Applicable Percentage resulting from a
change in the Leverage Ratio shall be effective with respect to all
Loans and Letters of Credit outstanding on and after the date of
delivery to the Administrative Agent of the financial statements and
certificates required by Section 5.04(a) or (b) and Section 5.04(d),
respectively, indicating such change until the date immediately
preceding the next date of delivery of such financial statements and
certificates indicating another such change; provided, however, that at
any time during which the U.S. Borrower has failed to deliver when due
the financial statements and certificates required by Section 5.04(a)
or (b) and Section 5.04(d), respectively, the Leverage Ratio shall be
deemed to be in Category 6 for purposes of determining the Applicable
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Percentage. Notwithstanding the foregoing, from and including the
Second Amendment Effective Date through six months following such date,
the Leverage Ratio shall be deemed to be not less than 0.75 to 1.00 for
purposes of determining the Applicable Percentage."
(ii) The definition of the term "Lenders" is hereby amended
and restated in its entirety to read as follows:
""Lenders" shall mean (a) the persons listed on Schedule 2.01
(other than any such person that has ceased to be a party hereto
pursuant to an Assignment and Acceptance) and (b) any person that has
become a party hereto pursuant to an Assignment and Acceptance or an
Incremental Assumption Agreement."
(iii) The definition of the term "Loan Documents" is hereby
amended and restated in its entirety to read as follows:
""Loan Documents" shall mean, collectively, this Agreement,
the Guarantee Agreements, the Security Documents and each Incremental
Assumption Agreement."
(iv) The following definitions are hereby inserted in the
appropriate alphabetical order:
""Incremental Assumption Agreement" shall mean an Incremental
Assumption Agreement in form and substance reasonably satisfactory to
the Administrative Agent, among the U.S. Borrower, the Administrative
Agent and one or more Incremental Lenders."
""Incremental Commitment" shall mean the commitment of any
Lender, established pursuant to Section 2.23, to make U.S. Loans to the
U.S. Borrower."
""Incremental Commitment Amount" shall mean, at any time, the
excess, if any, of (a) U.S. $25,000,000 over (b) the aggregate amount
of all Incremental Commitments established prior to such time pursuant
to Section 2.23."
""Incremental Lender" shall have the meaning assigned to such
term in Section 2.23."
""Second Amendment Effective Date" shall mean the "Amendment
Effective Date", as such term is defined in Section 3 of Amendment No.
2 dated as of December 12, 2002, to this Agreement."
(b) Section 2.21(b) of the
Credit Agreement is hereby amended
by deleting the figure "U.S. $10,000,000" and substituting in lieu thereof the
figure "U.S. $15,000,000".
(c) Article II of the
Credit Agreement is hereby amended by
inserting the following Section at the end thereof:
"SECTION 2.23. Increase in U.S. Commitments. (a) The U.S.
Borrower may, by written notice to the Administrative Agent from time
to time after the Second Amendment Effective Date, request that the
Total U.S. Commitment be increased by an amount not to exceed the
Incremental Commitment Amount at such time. Upon the approval of such
request by the Administrative Agent (which approval shall not be
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unreasonably withheld), the Administrative Agent shall deliver a copy
thereof to each Lender. Such notice shall set forth (a) the amount of
the requested increase in the Total U.S. Commitment (which shall be in
minimum increments of U.S. $1,000,000 and a minimum amount of U.S.
$5,000,000 or equal to the remaining Incremental Commitment Amount) and
(b) the date on which such increase is requested to become effective
(which shall not be less than 10 Business Days nor more than 60 days
after the date of such notice and which, in any event, must be on or
prior to the Maturity Date), and shall offer each U.S. Lender the
opportunity to increase its U.S. Commitment by its U.S. Pro Rata
Percentage of the proposed increase amount. Each U.S. Lender shall, by
notice to the U.S. Borrower and the Administrative Agent given not more
than 10 days after the date of the Administrative Agent's notice,
either agree to increase its U.S. Commitment by all or a portion of the
offered amount (each Lender so agreeing being an "Increasing Lender")
or decline to increase its U.S. Commitment (and any Lender that does
not deliver such a notice within such period of 10 days shall be deemed
to have declined to increase its U.S. Commitment) (each Lender so
declining or being deemed to have declined being a "Non-Increasing
Lender"). In the event that, on the 10th day after the Administrative
Agent shall have delivered a notice pursuant to the second sentence of
this paragraph, the U.S. Lenders shall have declined any increase or
agreed pursuant to the preceding sentence to increase their U.S.
Commitment by an aggregate amount less than the increase in the Total
U.S. Commitment requested by the U.S. Borrower, the U.S. Borrower may
arrange for one or more banks or other entities (any such bank or other
entity referred to in this clause (a) being called an "Augmenting
Lender" and, together with the Increasing Lenders, the "Incremental
Lenders"), to extend the U.S. Commitment in an aggregate amount equal
to the unsubscribed amount; provided that each Augmenting Lender shall
be subject to the approval of the Administrative Agent and the Issuing
Bank (which approvals shall not be unreasonably withheld or delayed).
Any increase in the Total U.S. Commitment may be made in an amount
which is less than the increase requested by the U.S. Borrower if the
U.S. Borrower is unable to arrange for, or chooses not to arrange for,
Augmenting Lenders.
(b) The U.S. Borrower and each Incremental Lender shall
execute and deliver to the Administrative Agent an Incremental
Assumption Agreement and such other documentation as the Administrative
Agent shall reasonably specify to evidence the Incremental Commitment
of such Incremental Lender or its status as a Lender hereunder. The
Administrative Agent shall promptly notify each Lender as to the
effectiveness of each Incremental Assumption Agreement. Each of the
parties hereto hereby agrees that, upon the effectiveness of any
Incremental Assumption Agreement, this Agreement shall be deemed
amended to the extent (but only to the extent) necessary to reflect the
existence and terms of the Incremental Commitment evidenced thereby.
(c) Each of the parties hereto hereby agrees that the
Administrative Agent may take any and all actions as may be reasonably
necessary to ensure that, after giving effect to any increase in the
Total U.S. Commitment pursuant to this Section 2.23, the outstanding
U.S. Loans (if any) are held by the Lenders in accordance with their
new U.S. Pro Rata Percentages. This may be accomplished at the
discretion of the Administrative Agent (i) by requiring the outstanding
U.S. Loans to be prepaid with the proceeds of a new Borrowing, (ii) by
causing Non-Increasing Lenders to assign portions of their outstanding
U.S. Loans to Incremental Lenders, (iii) by permitting the Borrowings
outstanding at the time of any increase in the Total U.S. Commitment
pursuant to this Section 2.23 to remain outstanding until the last days
of the respective
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Interest Periods therefor, even though the Lenders would hold such Borrowings
other than in accordance with their new U.S. Pro Rata Percentages, or (iv) by
any combination of the foregoing. Any prepayment or assignment described in this
paragraph (c) shall be subject to indemnification by the U.S. Borrower pursuant
to Section 2.15, but otherwise without premium or penalty.
(d) Notwithstanding the foregoing, no increase in the Total
U.S. Commitment (or in the U.S. Commitment of any Lender) or addition
of a new Lender shall become effective under this Section 2.23 unless,
(i) on the date of such increase, the conditions set forth in
paragraphs (b) and (c) of Section 4.01 shall be satisfied and the
Administrative Agent shall have received a certificate to that effect
dated such date and executed by a Financial Officer of the U.S.
Borrower and (ii) the Administrative Agent shall have received (with
sufficient copies for each of the Lenders) legal opinions, board
resolutions and an officer's certificate consistent with those
delivered on the Closing Date under clauses (a)(i) and (c)(ii)(B) of
Section 4.02."
(d) Section 6.04(g) of the Credit Agreement is hereby amended
by deleting the figure "U.S. $5,000,000" and substituting in lieu thereof the
figure "U.S. $10,000,000".
SECTION 2. Representations and Warranties. To induce the other parties
hereto to enter into this Amendment, the Borrowers represent and warrant to each
of the Lenders, the Administrative Agents, the Issuing Bank and the Collateral
Agents that after giving effect to this Amendment, (a) the representations and
warranties set forth in Article III of the Credit Agreement and each other Loan
Document are true and correct in all material respects on and as of the date
hereof, except to the extent such representations and warranties expressly
relate to an earlier date, and (b) no Default or Event of Default has occurred
and is continuing.
SECTION 3. Effectiveness. This Amendment shall become effective as of
the date first written above on the date (the "Amendment Effective Date") on
which (a) the Administrative Agent shall have received (i) counterparts of this
Amendment that, when taken together, bear the signatures of the Borrowers, the
Guarantors and the Required Lenders and (ii) the Amendment Fees (as defined
below) and (b) the Maturity Date shall have been extended to January 25, 2005,
pursuant to Section 2.09(d) of the Credit Agreement.
SECTION 4. Amendment Fees. The Borrowers agree to pay to each Lender
that executes and delivers a copy of this Amendment to the Administrative Agent
(or its counsel) by 5:00 p.m.,
New York City time, on November 26, 2002 (the
"Return Date"), an amendment fee (the "Amendment Fee" and, collectively, the
"Amendment Fees") in an amount equal to 0.25% of such Lender's Commitments
(whether used or unused) as of the Return Date. The Amendment Fees shall be
payable in immediately available U.S. dollars on the Amendment Effective Date.
Once paid, the Amendment Fees shall not be refundable.
SECTION 5. Effect of Amendment. Except as expressly set forth herein,
this Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of the Lenders, the
Issuing Bank, the Collateral Agents or the Administrative Agents under the
Credit Agreement or any other Loan Document, and shall not alter, modify, amend
or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document, all of
which are ratified and affirmed in all respects and shall continue in full force
and effect. Nothing herein shall be deemed to entitle any Loan Party to a
consent to, or a waiver, amendment, modification or other change of, any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan
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Document in similar or different circumstances. This Amendment shall apply and
be effective only with respect to the provisions of the Credit Agreement
specifically referred to herein. After the date hereof, any reference to the
Credit Agreement shall mean the Credit Agreement, as modified hereby. This
Amendment shall constitute a "Loan Document" for all purposes of the Credit
Agreement and the other Loan Documents.
SECTION 6. Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same contract.
Delivery of an executed counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart hereof.
SECTION 7. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.
SECTION 8. Headings. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.
SECTION 9. Expenses. The Borrowers agree to reimburse the
Administrative Agents for all out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of counsel
for the Administrative Agents.
SECTION 10. Acknowledgment of Guarantors. Each of the Subsidiary
Guarantors listed on Annex I hereto and PTI Holdco Sub hereby acknowledges
receipt and notice of, and consents to the terms of, this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their duly authorized officers, all as of the
date and year first above written.
OIL STATES INTERNATIONAL, INC.,
by /s/ Xxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President & CFO
PTI GROUP INC.,
by /s/ Xxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
THE SUBSIDIARY GUARANTORS LISTED ON ANNEX I
HERETO,
by /s/ Xxxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President and
Assistant Secretary
000000 XXXXXXX INC.,
by /s/ Xxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
CREDIT SUISSE FIRST BOSTON,
individually and as Administrative Agent,
by /s/ Xxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Director
by /s/ Xxx X. Xxxxxx
-------------------------------------------
Name: Xxx X. Xxxxxx
Title: Associate
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CREDIT SUISSE FIRST BOSTON,
individually and as Canadian Administrative
Agent,
by /s/ Xxxxx Xxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxx
Title: Director
by /s/ Xxxxx Xxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
HIBERNIA NATIONAL BANK,
individually and as Co-syndication Agent,
by /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
ROYAL BANK OF CANADA, individually
and as Co-syndication Agent
by /s/ Xxxxx Xxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA, as a U. S. Lender
by /s/ X. Xxxx
-------------------------------------------
Name: X. Xxxx
Title: Senior Manager
0
XXX XXXX XX XXXX XXXXXX, as a
Canadian Lender
by /s/ Xxx X. Xxxxxxxxx
-------------------------------------------
Name: Xxx X. Xxxxxxxxx
Title: Director
by /s/ Xxxxx Xxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Associate Director
BANK OF SCOTLAND,
by /s/ Xxxxxx Xxxxxx
-------------------------------------------
Name: Xxxxxx Xxxxxx
Title: First Vice President
SOUTHWEST BANK OF TEXAS, N.A.,
by /s/ Xxxx Xxxxxxx
-------------------------------------------
Name: Xxxx Xxxxxxx
Title: Assistant Vice President
THE TORONTO-DOMINION BANK, as a U. S. Lender
by /s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President, Credit Risk Mgt.
THE TORONTO-DOMINION BANK, as a
Canadian Lender
by /s/ K. L. Xxx Xxxxx
-------------------------------------------
Name: K. L. Xxx Xxxxx
Title: Manager, Commercial Credit
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XXXXX FARGO BANK TEXAS, N.A.
by /s/ Xxxxx Xxxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Relationship Manager
ANNEX I
SUBSIDIARY GUARANTORS
U.S. Subsidiary Guarantors
--------------------------
Applied Hydraulic Systems, Inc.
A-Z Terminal Corporation
Xxxxxx-Xxxx, Inc.
Capstar Drilling, L.P.
Capstar Drilling GP, L.L.C.
Capstar Drilling LP, L.L.C.
Crown Camp Services Inc.
General Marine Leasing Inc.
HWC Energy Services, Inc.
HWC Holdings, Inc.
HWC Limited
Hydraulic Well Control, Inc.
Oil States Industries, Inc.
Oil States Skagit SMATCO, LLC
Sooner Holding Company
Sooner Inc.
Sooner Pipe Inc.
Specialty Rental Tools & Supply, L.P.
Canadian Subsidiary Guarantors
------------------------------
Crown Camp Services, Ltd.
Diamond Resource Services Ltd.
PTI Camp Installations Ltd.
PTI International Ltd.
Travco Industrial Housing Ltd.
