INCREMENTAL ASSUMPTION AGREEMENT
This
Incremental Assumption Agreement (this "Agreement")
dated
as of December 13, 2007 (the "Increase
Effective Date")
is by
and 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”),
Xxxxx
Fargo Financial Corporation Canada, Royal Bank of Canada, Capital One, N.A.,
JPMorgan Chase Bank, N.A., Calyon New York Branch, The Bank of Nova Scotia,
and
The Toronto-Dominion Bank (collectively, the "Increasing
Lenders")
and
Xxxxx Fargo Bank, N.A., as Administrative Agent for the Lenders under the Credit
Agreement described below (the "Agent").
| A. |
Reference
is made to the Credit Agreement dated as of October 30, 2003 (as amended
on or before the date hereof, "Credit
Agreement")
among the Borrowers, the Lenders and the Agent. All capitalized terms
used
herein and not otherwise defined shall have the meanings given such
terms
in the Credit Agreement.
|
| B. |
Pursuant
to Section 2.23 of the Credit Agreement, the U.S. Borrower has the
right,
subject to the terms and conditions thereof, to increase the Total
Commitment by allowing one or more Lenders to increase their U.S.
Commitment, Canadian Commitment or both thereunder so that such added
and
increased Commitments shall equal the increase in Total Commitments
requested by the U.S. Borrower.
|
| C. |
The
U.S. Borrower has given notice to the Agent of
its intention, pursuant to such Section 2.23 and with the consent of
the
Increasing Lenders, to increase (a) the Total U.S. Commitments from
U.S.$300,000,000 to U.S.$325,000,000 and (b) the Total Canadian
Commitments from U.S.$100,000,000 to
U.S.$175,000,000.
|
Accordingly,
the parties hereto agree as follows:
Section
1. Increase
of Commitment.
Pursuant to Section 2.23 of the Credit Agreement, (a) the Total U.S. Commitments
are hereby increased from U.S.$300,000,000 to U.S.$325,000,000 and (b) the
Total
Canadian Commitments from U.S.$100,000,000 to U.S.$175,000,000. The Commitments
of the Increasing Lenders are set forth on Schedule
1
attached
hereto.
Section
2. New
Notes.
If any
Increasing Lender requests that its Loans be evidenced by a promissory note,
the
Borrowers agree to promptly execute and deliver to such Increasing Lender a
promissory note in the amount of its U.S. Commitment, Canadian Commitment or
both set forth in Section 1 above (each a "New
Note").
If
any Increasing Lender which requests a promissory note is in possession of
an
existing promissory note in the amount of its U.S. Commitment, Canadian
Commitment or both before giving effect to the increase pursuant to this
Agreement (each an "Existing
Note"),
such
Increasing Lender shall, promptly after receipt of its New Note, xxxx such
Existing Note "cancelled" and return such Existing Note to the U.S.
Borrower.
Section
3. Representations
and Warranties of the Borrower.
The
Borrowers represent and warrant as follows:
(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, 2005; and
(d) (i)
the
execution, delivery, and performance of this Agreement are within the corporate
power and authority of the Borrowers and have been duly authorized by
appropriate proceedings, and (ii) this Agreement 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
Agreement shall become effective, and the Credit Agreement shall be amended
as
provided in this Agreement, upon the occurrence of the following conditions
precedent:
(a) the
Agent
shall have received
(i) duly
and
validly executed originals of this Agreement,
(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) Xxxxxx & Xxxxxx L.L.P., U.S. counsel for
the Borrowers, and (B) Fraser Xxxxxx Casgrain, Canadian counsel to the Canadian
Borrower;
(iv) [reserved];
(v) a
certificate of the Secretary or Assistant Secretary of each Loan Party dated
the
date of this Agreement and certifying 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 Agreement
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;
2
(vi) a
certificate, dated the date of this Agreement and signed by a Financial Officer
of the U.S. Borrower, confirming compliance with Section 3(a), (b) and (c)
of
this Agreement;
(vii) [reserved];
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 Agreement, including, (i) an upfront
fee
payable to the Administrative Agent for the account of each Increasing Lender
in
an amount equal to 10 basis points of the increased portion of such Increasing
Lender's Commitment pursuant to this Agreement, and (ii) the arrangement fees
payable to the Administrative Agent pursuant to the Administrative Agent Fee
Letter.
Section
5. Reaffirmation
of Guaranty and Liens.
(a) Each
Subsidiary of the U.S. Borrower that is listed on the signature pages to this
Agreement (each, a "Guarantor")
(i) is
party to a Guarantee Agreement, guaranteeing payment of the Obligations (as
such
term is defined in the respective Guarantee Agreement to which it is a party),
(ii) has reviewed the Agreement and related documents, and (iii) waives any
defenses to the enforcement of its Guaranty that it may have as
a
result of the execution and delivery of this Agreement or the transactions
contemplated hereby,
and
agrees that according to its terms such Guarantee will continue in full force
and effect to guaranty the Obligations under the 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 (as such term is defined in the
respective Security Document to which it is a party), (ii) have reviewed the
Agreement and related documents, (iii) waive any defenses that it may have
as a
result of the execution and delivery of this Agreement or the transactions
contemplated hereby to the enforcement of the Security Documents to which they
are party, (iv) agree that according to their terms the Security Documents
to
which they are party such Security Documents (as such term is modified by this
Agreement) 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 (v) 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 Agreement 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.
3
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
Agreement 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 Agreement may be a Default or Event of
Default under other Loan Documents.
Section
7. Choice
of Law.
This
Agreement shall be governed by and construed and enforced in accordance with
the
laws of the State of Texas.
Section
8. Counterparts.
This
Agreement may be signed in any number of counterparts, each of which shall
be an
original. Delivery of an executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Agreement.
THIS
WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE
ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[Remainder
of this page blank; signature pages follow]
4
Executed
as of the date first set forth above.
BORROWER:
by
_______________________________________
Name:
Xxxxxxx
X. Xxxxxx
Title:
Vice President, Chief
Financial Officer
and
Treasurer
PTI
GROUP
INC.
by
_______________________________________
Name:
Xxxx Xxxxxx
Title: Chief
Financial Officer and Treasurer
A
- Z
TERMINAL CORPORATION
CAPSTAR
DRILLING, L.L.C. .
GENERAL
MARINE LEASING, LLC
STINGER
WELLHEAD PROTECTION (CANADA)
INCORPORATED
STINGER
WELLHEAD PROTECTION INCORPORATED
SOONER
HOLDING COMPANY
SOONER
INC.
SOONER
PIPE GP, L.L.C.
SOONER
PIPE, L.L.C.
SPECIALTY
RENTAL TOOLS & SUPPLY, L.L.C.
each
by
_______________________________________
Name: Xxxxx
X. Xxxxxx
Title: Senior
Vice President
CAPSTAR
DRILLING GP, L.L.C.
By:
Oil
States Energy Services, Inc.,
its
sole
member
XXXXXXXX
EXPLORATION COMPANY, INC
OIL
STATES ENERGY SERVICES, INC.
each
by
_______________________________________
Name: Xxxxx
X. Xxxxxx
Title: President
OIL
STATES MANAGEMENT, INC.
by
_______________________________________
Name: Xxxxx X. Xxxxxx
Title: President and Secretary
OIL
STATES SKAGIT SMATCO, LLC
OIL
STATES INDUSTRIES, INC.
SCHOONER
PETROLEUM SERVICES, INC.
each
by
_______________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Vice
President and Assistant Secretary
SOONER
PIPE LP, L.L.C.
CAPSTAR
DRILLING LP, L.L.C.
each
by
_______________________________________
Name: Xxxx
Xxxxx Xxxxx
Title: Sole
Manager/President
PTI
REMOTE SITE SERVICES USA, INC.
PTI
INTERNATIONAL INC.
PTI
PREMIUM CAMP SERVICES LTD.
PTI
TRAVCO MODULAR STRUCTURES LTD.
CROWN
CAMP SERVICES LTD.
PTI
CAMP
INSTALLATIONS LTD.
PTI
INTERNATIONAL LTD.
000000
XXXXXXX INC.
each
by
_______________________________________
Name: Xxxx Xxxxxx
Title: Chief Financial Officer and Treasurer
XXXXX
FARGO BANK, N.A.,
as
Administrative Agent
by
_______________________________________
Name:
Title:
XXXXX
FARGO FINANCIAL CORPORATION
CANADA,
as a Canadian Lender
by
_______________________________________
Xxxx
Xxxxxx
Vice
President and General Counsel
ROYAL
BANK OF CANADA, as a Canadian
Lender
by
_______________________________________
Name:
Title:
CAPITAL
ONE, N.A., as a U.S. Lender
by
_______________________________________
Name:
Title:
JPMORGAN
CHASE BANK, N.A., as a Canadian
Lender
by
_______________________________________
Name:
Title:
CALYON
NEW YORK BRANCH,
as
a U.S.
Lender
by
_______________________________________
Name:
Title:
Signature
Page
S-9
Incremental
Assumption Agreement
THE
TORONTO-DOMINION BANK, as a
Canadian
Lender
by
_______________________________________
Name:
Title:
Signature
Page
S-10
Incremental
Assumption Agreement
CREDIT
SUISSE, CAYMAN ISLANDS
BRANCH,
as
a U.S.
Lender
by
_______________________________________
Name:
Title:
by
_______________________________________
Name:
Title:
Signature
Page
S-11
Incremental
Assumption Agreement
CREDIT
SUISSE, TORONTO BRANCH, as
a
Canadian Lender
by
_______________________________________
Name:
Title:
by
_______________________________________
Name:
Title:
Signature
Page
S-12
Incremental
Assumption Agreement
SCHEDULE
1
INCREASED
COMMITMENTS
|
Bank
|
U.S.
Commitment
|
Canadian
Commitment
|
|
Xxxxx
Fargo Financial Corporation Canada
|
U.S.$22,500,000
|
|
|
Royal
Bank of Canada
|
U.S.$20,000,000
|
|
|
Capital
One, X.X.
|
X.X.$9,000,000
|
|
|
JPMorgan
Chase Bank, N.A.
|
U.S.$20,000,000
|
|
|
Caylon
New York Branch
|
U.S.$13,000,000
|
|
|
The
Toronto-Dominion Bank
|
U.S.$10,000,000
|
|
|
Credit
Suisse First Boston
|
U.S.$3,000,000
|
U.S.$2,500,000
|
|
TOTAL
|
U.S.$25,000,000
|
U.S.$75,000,000
|
