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EXHIBIT 10.3
SUPPORT AGREEMENT
THIS SUPPORT AGREEMENT is entered into as of February 14, 2001, between
Oil States International, Inc., a Delaware corporation ("OSI"), and 000000
Xxxxxxx Inc., an Alberta corporation ("PTI Holdco").
RECITALS
A. Pursuant to a Combination Agreement dated as of July 31, 2000, by and among
OSI, HWC Energy Services, Inc., Merger Sub-HWC, Inc., Sooner Inc., Merger
Sub-Sooner Inc. and PTI Group Inc. ("PTI") (such agreement, as it may be amended
or restated, is hereinafter referred to as the "Combination Agreement"), the
parties agreed that on the Effective Date (as defined in the Combination
Agreement), OSI and PTI Holdco would execute and deliver a Support Agreement
containing the terms and conditions set forth in Exhibit C to the Combination
Agreement together with such other terms and conditions as may be agreed to by
the parties to the Combination Agreement acting reasonably;
B. Pursuant to an arrangement (the "Arrangement") effected by Articles of
Arrangement dated February 14, 2001 filed pursuant to the Business Corporations
Act (Alberta) (or any successor or other corporate statute by which PTI may in
the future be governed) (the "Act") each issued and outstanding common share of
PTI (a "PTI Common Share"), other than those cancelled pursuant to the
Arrangement or held by OSI, by a Subsidiary of OSI or by a U.S. shareholder of
PTI, was ultimately exchanged for Exchangeable Shares of PTI Holdco (the
"Exchangeable Shares");
C. The Articles of Incorporation of PTI Holdco set forth the rights, privileges,
restrictions and conditions (collectively, the "Exchangeable Share Provisions")
attaching to the Exchangeable Shares;
D. The parties hereto desire to make appropriate provision and to establish a
procedure whereby OSI will take certain actions and make certain payments and
deliveries necessary to ensure that PTI Holdco will be able to make certain
payments and to deliver or cause to be delivered shares of OSI Common Stock in
satisfaction of the obligations of PTI Holdco under the Exchangeable Share
Provisions with respect to the payment and satisfaction of dividends,
Liquidation Amounts, Retraction Prices and Redemption Prices, all in accordance
with the Exchangeable Share Provisions and to ensure that the shares of OSI
Common Stock are freely tradable in accordance with the provisions set out
herein;
NOW, THEREFORE, in consideration of the respective covenants and
agreements provided in this agreement and for other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged),
the parties agree as follows:
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ARTICLE 1
DEFINITIONS AND INTERPRETATION
1.1 DEFINED TERMS
Each term used but not otherwise defined herein shall have the meaning
attributed thereto in the Exchangeable Share Provisions, unless the context
requires otherwise.
1.2 INTERPRETATION NOT AFFECTED BY HEADINGS, ETC.
The division of this agreement into articles, sections and paragraphs
and the insertion of headings are for convenience of reference only and shall
not affect the construction or interpretation of this agreement.
1.3 NUMBER, GENDER, ETC.
Words importing the singular number only shall include the plural and
vice versa. Words importing the use of any gender shall include all genders.
1.4 DATE FOR ANY ACTION
If any date on which any action is required to be taken under this
agreement is not a Business Day, such action shall be required to be taken on
the next succeeding Business Day.
ARTICLE 2
COVENANTS OF OSI AND PTI HOLDCO
2.1 COVENANTS OF OSI REGARDING EXCHANGEABLE SHARES
So long as any Exchangeable Shares are outstanding, OSI will:
(a) not declare or pay any dividend on the OSI Common Stock unless (i)
PTI Holdco shall (w) simultaneously declare or pay, as the case
may be, an equivalent dividend (as provided for in the
Exchangeable Share Provisions) on the Exchangeable Shares (an
"Equivalent Dividend"), and (x) have sufficient money or other
assets or authorized but unissued securities available to enable
the due declaration and the due and punctual payment, in
accordance with applicable law, of any Equivalent Dividend, or
(ii) PTI Holdco shall (y) subdivide the Exchangeable Shares in
lieu of stock dividend thereon (as provided for in the
Exchangeable Share Provisions) (an "Equivalent Stock
Subdivision"), and (z) have sufficient authorized but unissued
securities available to enable the Equivalent Stock Subdivision;
(b) advise PTI Holdco sufficiently in advance of the declaration by
OSI of any dividend on OSI Common Stock and take all such other
actions as are reasonably necessary in co-operation with PTI
Holdco, to ensure that (i) the respective declaration date, record
date and payment date for an Equivalent Dividend shall be the same
as the declaration date, record date and payment date for the
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corresponding dividend on the OSI Common Stock or, (ii) the record
date and effective date for an Equivalent Stock Subdivision shall
be the same as the record date and payment date for the
corresponding stock dividend on the OSI Common Stock;
(c) ensure that the record date for any dividend declared on OSI
Common Stock is not less than ten Business Days after the
declaration date for such dividend;
(d) take all such actions and do all such things as are necessary or
desirable to enable and permit PTI Holdco, in accordance with
applicable law, to pay and otherwise perform its obligations with
respect to the satisfaction of the Liquidation Amount in respect
of each issued and outstanding Exchangeable Share upon the
liquidation, dissolution or winding-up of PTI Holdco or any other
distribution of the assets of PTI Holdco for the purpose of
winding-up its affairs, including without limitation all such
actions and all such things as are necessary or desirable to
enable and permit PTI Holdco to cause to be delivered shares of
OSI Common Stock to the holders of Exchangeable Shares in
accordance with the provisions of Article 5 of the Exchangeable
Share Provisions;
(e) take all such actions and do all such things as are necessary or
desirable to enable and permit PTI Holdco, in accordance with
applicable law, to pay and otherwise perform its obligations with
respect to the satisfaction of the Retraction Price and the
Redemption Price, including without limitation all such actions
and all such things as are necessary or desirable to enable and
permit PTI Holdco to cause to be delivered shares of OSI Common
Stock to the holders of Exchangeable Shares, upon the retraction
or redemption of the Exchangeable Shares in accordance with the
provisions of Article 6 or Article 7 of the Exchangeable Share
Provisions, as the case may be; and
(f) not exercise its vote as a direct or indirect shareholder to
initiate the voluntary liquidation, dissolution or winding-up of
PTI Holdco nor take any action that, or omit to take any action
the omission of which, is designed to or would result in the
liquidation, dissolution or winding-up of PTI Holdco.
2.2 SEGREGATION OF FUNDS
OSI will cause PTI Holdco to deposit a sufficient amount of funds in a
separate account and segregate a sufficient amount of such assets and other
property as is necessary to enable PTI Holdco to pay or otherwise satisfy the
applicable dividends, Liquidation Amount, Retraction Price or Redemption Price,
in each case for the benefit of holders from time to time of the Exchangeable
Shares, and PTI Holdco will use such funds, assets and other property so
segregated exclusively for the payment of dividends and the payment or other
satisfaction of the Liquidation Amount, the Retraction Price or the Redemption
Price, as applicable, net of any corresponding withholding tax obligations and
for the remittance of such withholding tax obligations.
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2.3 RESERVATION OF SHARES OF OSI COMMON STOCK
OSI hereby represents, warrants and covenants that it has irrevocably
reserved for issuance and will at all times keep available, free from
pre-emptive and other rights, out of its authorized and unissued capital stock
such number of shares of OSI Common Stock (or other shares or securities into
which OSI Common Stock may be reclassified or changed as contemplated by section
2.7 hereof) (i) as is equal to the sum of (A) the number of Exchangeable Shares
issued and outstanding from time to time and (B) the number of Exchangeable
Shares issuable upon the exercise of all rights to acquire Exchangeable Shares
outstanding from time to time and (ii) as are now and may hereafter be required
to enable and permit PTI Holdco to meet its obligations hereunder, under the
Voting and Exchange Trust Agreement, under the Exchangeable Share Provisions and
under any other security or commitment pursuant to the Arrangement with respect
to which OSI may now or hereafter be required to issue shares of OSI Common
Stock.
2.4 NOTIFICATION OF CERTAIN EVENTS
In order to assist OSI to comply with its obligations hereunder, PTI
Holdco will give OSI notice of each of the following events at the time set
forth below:
(a) immediately, in the event of any determination by the Board of
Directors of PTI Holdco to take any action which would require a
vote of the holders of Exchangeable Shares for approval;
(b) immediately, upon the earlier of (i) receipt by PTI Holdco of
notice of, and (ii) PTI Holdco otherwise becoming aware of, any
threatened or instituted claim, suit, petition or other
proceedings with respect to the involuntary liquidation,
dissolution or winding-up of PTI Holdco or to effect any other
distribution of the assets of PTI Holdco among its shareholders
for the purpose of winding-up its affairs;
(c) immediately, upon receipt by PTI Holdco of a Retraction Request
(as defined in the Exchangeable Share Provisions);
(d) at least 45 days prior to any Automatic Redemption Date determined
by the Board of Directors of PTI Holdco in accordance with clause
(b) of the definition of Automatic Redemption Date in the
Exchangeable Share Provisions; and
(e) in the event of any determination by the Board of Directors of PTI
Holdco to institute voluntary liquidation, dissolution or
winding-up proceedings with respect to PTI Holdco or to effect any
other distribution of the assets of PTI Holdco among its
shareholders for the purpose of winding-up its affairs, at least
30 days prior to the proposed effective date of such liquidation,
dissolution, winding-up or other distribution.
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2.5 DELIVERY OF SHARES OF OSI COMMON STOCK
In furtherance of its obligations hereunder, upon notice of any event
which requires PTI Holdco to cause to be delivered shares of OSI Common Stock to
any holder of Exchangeable Shares, OSI shall forthwith issue and deliver the
requisite shares of OSI Common Stock to or to the order of the former holder of
the surrendered Exchangeable Shares, as PTI Holdco shall direct. All such shares
of OSI Common Stock shall be duly issued as fully paid and non-assessable and
shall be free and clear of any lien, claim, encumbrance, security interest or
adverse claim or interest.
2.6 QUALIFICATION OF SHARES OF OSI COMMON STOCK
OSI covenants that if any shares of OSI Common Stock (or other shares
or securities into which OSI Common Stock may be reclassified or changed as
contemplated by Section 2.7 hereof) to be issued and delivered hereunder
(including for greater certainty, pursuant to the Exchangeable Share Provisions,
or pursuant to the Exchange Right or the Automatic Exchange Rights (all as
defined in the Voting and Exchange Trust Agreement)) require registration or
qualification with or approval of or the filing of any document including any
prospectus or similar document, the taking of any proceeding with or the
obtaining of any order, ruling or consent from any governmental or regulatory
authority under any Canadian or United States federal, provincial or state law
or regulation or pursuant to the rules and regulations of any regulatory
authority, or the fulfillment of any other legal requirement (collectively, the
"Applicable Laws") before such shares (or other shares or securities into which
OSI Common Stock may be reclassified or changed as contemplated by Section 2.7
hereof) may be issued and delivered by OSI to the initial holder thereof (other
than PTI Holdco) or in order that such shares may be freely tradeable thereafter
(other than any restrictions on transfer by reason of a holder being a "control
person" of OSI for purposes of Canadian federal or provincial securities law or
an "affiliate" of OSI for purposes of United States federal or state securities
law and provided such trade is conducted through facilities of a stock exchange
outside Canada), OSI will in good faith expeditiously take all such actions and
do all such things as are necessary and permitted by Applicable Laws to cause
such shares of OSI Common Stock (or other shares or securities into which OSI
Common Stock may be reclassified or changed as contemplated by Section 2.7
hereof) to be and remain duly registered, qualified or approved at all times in
order that such shares may be issued and delivered by OSI to the initial holder
thereof (other than PTI Holdco) and in order that such shares or securities may
be freely tradeable thereafter (other than any restrictions on transfer by
reason of a holder being a "control person" of OSI for purposes of Canadian
provincial securities law or an "affiliate" of OSI for purposes of United States
federal or state securities law provided such trade is conducted through
facilities of a stock exchange outside Canada) including, without limitation,
the filing and maintenance of a registration statement under the Securities Act
of 1933; provided, however, that notwithstanding the foregoing, OSI will not be
required to take any action, including, without limitation, the filing of a
registration statement, under any United States federal or state securities law
in respect of the OSI Common Stock (or other shares or securities into which OSI
common stock may be reclassified or changed as contemplated by Section 2.7
hereof) to be issued and delivered hereunder (including, for greater certainty,
pursuant to the Exchangeable Share Provisions, or pursuant to the Exchange Right
and the Automatic Exchange Rights) until the first anniversary of the Effective
Date unless such shares or securities are being, or are to be, delivered
pursuant to
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Articles 5 or 7 of the Exchangeable Share Provisions, pursuant to the Exchange
Rights or the Automatic Exchange Rights, or pursuant to the Liquidation Call
Right or the Redemption Call Right. From and after the first anniversary of the
Effective Date (or such earlier date as such shares or securities may be issued
and delivered pursuant to Articles 5 or 7 of the Exchangeable Share Provisions,
pursuant to the Exchange Rights or the Automatic Exchange Rights or pursuant to
the Liquidation Call Right or the Redemption Call Right), OSI will in good faith
expeditiously take all such actions and do all such things as are necessary to
cause all shares of OSI Common Stock (or other shares or securities into which
OSI Common Stock may be reclassified or changed as contemplated by Section 2.7
hereof) to be delivered hereunder (including, for greater certainty, pursuant to
Exchangeable Share Provisions, or pursuant to the Exchange Right or the
Automatic Exchange Rights) to be listed, quoted or posted for trading on all
stock exchanges and quotation systems on which such shares are listed, quoted or
posted for trading at such time immediately upon their issuance.
2.7 EQUIVALENCE
(a) OSI will not:
(i) issue or distribute shares of OSI Common Stock (or
securities exchangeable for or convertible into or
carrying rights to acquire shares of OSI Common Stock)
to the holders of all or substantially all of the then
outstanding shares of OSI Common Stock by way of stock
dividend or other distribution; or
(ii) issue or distribute rights, options or warrants to the
holders of all or substantially all of the then
outstanding shares of OSI Common Stock entitling them to
subscribe for or to purchase shares of OSI Common Stock
(or securities exchangeable for or convertible into or
carrying rights to acquire shares of OSI Common Stock);
or
(iii) issue or distribute to the holders of all or
substantially all of the then outstanding shares of OSI
Common Stock (A) shares or securities of OSI of any
class other than OSI Common Stock (other than shares
convertible into or exchangeable for or carrying rights
to acquire shares of OSI Common Stock), (B) rights,
options or warrants other than those referred to in
subsection 2.7 (a) (ii) above, (C) evidences of
indebtedness of OSI or (D) assets of OSI;
unless
(iv) one or both of OSI and PTI Holdco is permitted under
applicable law to issue or distribute the economic
equivalent on a per share basis of such rights, options,
warrants, securities, shares, evidences of indebtedness
or other assets to the holders of the Exchangeable
Shares; and
(v) one or both of OSI and PTI Holdco shall issue or
distribute the economic equivalent on a per share basis
of such rights, options, warrants, securities,
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shares, evidences of indebtedness or other assets
simultaneously to the holders of the Exchangeable
Shares.
(b) OSI will not:
(i) subdivide, redivide or change the then outstanding
shares of OSI Common Stock into a greater number of
shares of OSI Common Stock; or
(ii) reduce, combine or consolidate or change the then
outstanding shares of OSI Common Stock into a lesser
number of shares of OSI Common Stock; or
(iii) reclassify or otherwise change the shares of OSI Common
Stock or effect an amalgamation, merger, reorganization
or other transaction involving or affecting the shares
of OSI Common Stock;
unless
(iv) PTI Holdco is permitted under applicable law to
simultaneously make the same or an economically
equivalent change to, or in the rights of the holders
of, the Exchangeable Shares; and
(v) the same or an economically equivalent change is
simultaneously made to, or in the rights of the holders
of, the Exchangeable Shares.
(c) OSI will ensure that the record date for any event referred to in
section 2.7(a) or 2.7(b) above, or (if no record date is
applicable for such event) the effective date for any such event,
is not less than 10 Business Days after the date on which such
event is declared or announced by OSI (with simultaneous notice
thereof to be given by OSI to PTI Holdco).
(d) The Board of Directors of PTI Holdco shall determine, in good
faith and in its sole discretion, economic equivalence for the
purposes of any event referred to in Section 2.7(a) or 2.7(b)
above and each such determination shall be conclusive and binding
on OSI. In making each such determination, the following factors
shall, without excluding other factors determined by the Board of
Directors of PTI Holdco to be relevant, be considered by the Board
of Directors of PTI Holdco:
(i) in the case of any stock dividend or other distribution
payable in OSI Common Stock, the number of such shares
issued in proportion to the number of shares of OSI
Common Stock previously outstanding;
(ii) in the case of the issuance or distribution of any
rights, options or warrants to subscribe for or purchase
OSI Common Stock (or securities exchangeable for or
convertible into or carrying rights to acquire OSI
Common Stock), the relationship between the exercise
price of each such right, option or warrant and the
current market value (as determined by the
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Board of Directors of PTI Holdco in the manner
contemplated below) of a share of OSI Common Stock;
(iii) in the case of the issuance or distribution of any other
form of property (including without limitation any share
or securities of OSI of any class other than OSI Common
Stock, any rights, options or warrants other than those
referred to in Section 2.7(d)(ii) above, any evidences
of indebtedness of OSI or any assets of OSI), the
relationship between the fair market value (as
determined by the Board of Directors of PTI Holdco in
the manner above contemplated) of such property to be
issued or distributed with respect to each outstanding
share of OSI Common Stock and the current market value
(as determined by the Board of Directors of PTI Holdco
in the manner contemplated below) of a share of OSI
Common Stock;
(iv) in the case of any subdivision, redivision or change of
the then outstanding shares of OSI Common Stock into a
greater number of shares of OSI Common Stock or the
reduction, combination, consolidation or change of the
then outstanding shares of OSI Common Stock into a
lesser number of shares of OSI Common Stock or any
amalgamation, merger, reorganization or other
transaction affecting shares of OSI Common Stock, the
effect thereof upon the then outstanding shares of OSI
Common Stock; and
(v) in all such cases, the general taxation consequences of
the relevant event to holders of Exchangeable Shares to
the extent that such consequences may differ from the
taxation consequences to holders of shares of OSI Common
stock as a result of differences between taxation laws
of Canada and the United States (except for any
differing consequences arising as a result of differing
marginal taxation rates and without regard to the
individual circumstances of holders of Exchangeable
Shares).
For purposes of the foregoing determinations, the current
market value of any security listed and traded or quoted on a
securities exchange shall be the average of the closing price
of such security during a period of not less than 20
consecutive trading days ending not more than five trading
days before the date of determination on the principal
securities exchange on which such securities are listed and
traded or quoted; provided, however, that if in the opinion of
the Board of Directors of PTI Holdco the public distribution
or trading activity of such securities during such period does
not create a market which reflects the fair market value of
such securities, then the current market value thereof shall
be determined by the Board of Directors of PTI Holdco, in good
faith and in its sole discretion, and provided further than
any such determination by the Board of Directors of PTI Holdco
shall be conclusive and binding on OSI.
(e) PTI Holdco agrees that, to the extent required, upon due notice
from OSI, PTI Holdco will use its best efforts to take or cause to
be taken such steps as may be
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necessary for the purposes of ensuring that appropriate dividends
are paid or other distributions are made by PTI Holdco, or
subdivisions, redivisions or changes are made to the Exchangeable
Shares, in order to implement the required economic equivalence
with respect to the OSI Common Stock and Exchangeable Shares as
provided for in this Section 2.7.
2.8 TENDER OFFERS, ETC.
In the event that a tender offer, share exchange offer, issuer bid,
take-over bid or similar transaction with respect to OSI Common Stock (an
"Offer") is proposed by OSI or is proposed to OSI or its shareholders and is
recommended by the Board of Directors of OSI, or is otherwise effected or to be
effected with the consent or approval of the Board of Directors of OSI, and the
Exchangeable Shares are not redeemed by PTI Holdco or purchased by OSI or OSI
ULC pursuant to the Redemption Call Right, OSI shall, expeditiously and in good
faith, take all such actions and do all such things as are necessary or
desirable to enable and permit holders of Exchangeable Shares to participate in
such Offer to the same extent and on an equivalent basis as the holders of
shares of OSI Common Stock, without discrimination, including, without limiting
the generality of the foregoing, OSI will use its good faith efforts
expeditiously to (and shall, in the case of a transaction proposed by OSI or
where OSI is a participant in the negotiation thereof) ensure that holders of
Exchangeable Shares may participate in all such Offers without being required to
retract Exchangeable Shares as against PTI Holdco (or, if so required, to ensure
that any such retraction shall be effective only upon, and shall be conditional
upon, the closing of the Offer and only to the extent necessary to tender or
deposit to the Offer).
2.9 OWNERSHIP OF OUTSTANDING SHARES
Without the prior approval of PTI Holdco and the prior approval of the
holders of the Exchangeable Shares given in accordance with Section 9.2 of the
Exchangeable Share Provisions, OSI covenants and agrees in favor of PTI Holdco
that, as long as any outstanding Exchangeable Shares are owned by any person or
entity other than OSI or any of its Subsidiaries, OSI, alone or together with
any direct or indirect wholly-owned subsidiary of OSI, will be and remain the
beneficial owner of all issued and outstanding securities of PTI Holdco.
Notwithstanding the foregoing, OSI shall not be in violation of this Section if
any person or group of persons acting jointly or in concert acquires OSI Common
Stock pursuant to any merger of OSI pursuant to which OSI was not the surviving
corporation.
2.10 OSI NOT TO VOTE EXCHANGEABLE SHARES
OSI covenants and agrees that it will appoint and cause to be appointed
proxy holders with respect to all Exchangeable Shares held by OSI and its
Subsidiaries for the sole purpose of attending each meeting of holders of
Exchangeable Shares in order to be counted as part of the quorum for each such
meeting. OSI further covenants and agrees that it will not, and will cause its
Subsidiaries not to, exercise any voting rights which may be exercisable by
holders of Exchangeable Shares from time to time pursuant to the Exchangeable
Share Provisions or pursuant to the provisions of the Act with respect to any
Exchangeable Shares held by it or by its Subsidiaries in respect of any matter
considered at any meeting of holders of Exchangeable Shares.
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2.11 DUE PERFORMANCE
On and after the Effective Date, OSI shall duly and timely perform all
of its obligations provided for in connection with the Plan of Arrangement and
the Articles of Incorporation of PTI Holdco, including any obligations that may
arise upon the exercise of OSI's rights under the Exchangeable Share Provisions.
ARTICLE 3
GENERAL
3.1 TERM
This agreement shall come into force and be effective as of the date
hereof and shall terminate and be of no further force and effect at such time as
no Exchangeable Shares (or securities or rights convertible into or exchangeable
for or carrying rights to acquire Exchangeable Shares) are held by any party
other than OSI and any of its Subsidiaries.
3.2 CHANGES IN CAPITAL OF OSI AND PTI HOLDCO
Notwithstanding the provisions of section 3.4 hereof, at all times
after the occurrence of any event effected pursuant to section 2.7 or 2.8
hereof, as a result of which either OSI Common Stock or the Exchangeable Shares
or both are in any way changed, this agreement shall forthwith be amended and
modified as necessary in order that it shall apply with full force and effect,
mutatis mutandis, to all new securities into which OSI Common Stock or the
Exchangeable Shares or both are so changed, and the parties hereto shall as soon
as possible execute and deliver an agreement in writing giving effect to and
evidencing such necessary amendments and modifications.
3.3 SEVERABILITY
If any provision of this agreement is held to be invalid, illegal or
unenforceable, the validity, legality or enforceability of the remainder of this
agreement shall not in any way be affected or impaired thereby and this
agreement shall be carried out as nearly as possible in accordance with its
original terms and conditions.
3.4 AMENDMENTS, MODIFICATIONS, ETC.
This agreement may not be amended, modified or waived except by an
agreement in writing executed by PTI Holdco and OSI and approved by the holders
of the Exchangeable Shares in accordance with Section 10.2 of the Exchangeable
Share Provisions.
3.5 MINISTERIAL AMENDMENTS
Notwithstanding the provisions of section 3.4, the parties to this
agreement may in writing, at any time and from time to time, without the
approval of the holders of the Exchangeable Shares, amend or modify this
agreement for the purposes of:
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(a) adding to the covenants of either or both parties for the
protection of the holders of the Exchangeable Shares;
(b) making such amendments or modifications not inconsistent with this
agreement as may be necessary or desirable with respect to matters
or questions which, in the opinion of the board of directors of
each of PTI Holdco and OSI, it may be expedient to make, provided
that each such board of directors shall be of the opinion that
such amendments or modifications will not be prejudicial to the
interests of the holders of the Exchangeable Shares; or
(c) making such changes or corrections which, on the advice of counsel
to PTI Holdco and OSI, are required for the purpose of curing or
correcting any ambiguity or defect or inconsistent provision or
clerical omission or mistake or manifest error; provided that the
boards of directors of each of PTI Holdco and OSI shall be of the
opinion that such changes or corrections will not be prejudicial
to the interests of the holders of the Exchangeable Shares.
3.6 MEETING TO CONSIDER AMENDMENTS
PTI Holdco, at the request of OSI, shall call a meeting or meetings of
the holders of the Exchangeable Shares for the purpose of considering any
proposed amendment or modification requiring approval of such shareholders. Any
such meeting or meetings shall be called and held in accordance with the by-laws
of PTI Holdco, the Exchangeable Share Provisions and all Applicable Laws.
3.7 AMENDMENTS ONLY IN WRITING
No amendment to or modification or waiver of any of the provisions of
this agreement otherwise permitted hereunder shall be effective unless made in
writing and signed by both of the parties hereto and approved by holders of
Exchangeable Shares pursuant to Section 9.2 of the Exchangeable Share
Provisions.
3.8 INUREMENT
This agreement shall be binding upon and inure to the benefit of the
parties hereto and each of their respective heirs, successors and assigns.
3.9 NOTICES TO PARTIES
All notices and other communications between the parties shall be in
writing and shall be deemed to have been given if delivered personally or by
confirmed telecopy to the parties at the following addresses (or at such other
address for either such party as shall be specified in like notice):
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(a) if to OSI:
Oil States International, Inc.
Three Xxxxx Center
333 Clay Street, Suite 333460
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxx
Fax: (000) 000-0000
with a copy to:
Xxxxxxx, Xxxxx & Xxxxx LLP
0000 Xxxxx & Young Tower
000 - 0xx Xxxxxx X.X.
P.O. Box 2258, station M
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxxxxx Xxxxxx
Fax: (000) 000-0000
(b) if to PTI Holdco to:
892489 Alberta Inc.
Three Xxxxx Center
000 Xxxx Xxxxxx, Xxxxx 000000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxx
Fax: (000) 000-0000
Any notice or other communication given personally shall be deemed to
have been given and received upon delivery thereof and if given by telecopy
shall be deemed to have been given and received on the date of confirmed receipt
thereof, unless such day is not a Business Day, in which case it shall be deemed
to have been given and received upon the immediately following Business Day.
3.10 COUNTERPARTS
This agreement may be executed in counterparts, each of which shall be
deemed an original, and all of which taken together shall constitute one and the
same instrument. Executed counterparts of this agreement may be delivered by
facsimile transmission.
3.11 JURISDICTION
This agreement shall be construed and enforced in accordance with the
laws of the Province of Alberta and the federal laws of Canada applicable
therein.
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3.12 ATTORNMENT
OSI agrees that any action or proceeding arising out of or relating to
this agreement may be instituted in the courts of the Province of Alberta,
waives any objection which it may have now or hereafter to the venue of any such
action or proceeding, irrevocably submits to the jurisdiction of such courts in
any such action or proceeding, agrees to be bound by any judgment of such courts
and not to seek, and hereby waives, any review of the merits of any such
judgment by the courts of any other jurisdiction and hereby appoints PTI Holdco
at its registered office in the Province of Alberta as OSI's attorney for
service of process.
IN WITNESS WHEREOF, OSI and PTI Holdco have caused this agreement to be
signed by their respective officers thereunder duly authorized, all as of the
date first written above.
OIL STATES INTERNATIONAL, INC.
Per: /s/ XXXXX X. XXXXXX
-----------------------------------------
892489 ALBERTA INC.
Per: /s/ XXXXX XXXXXX
-----------------------------------------
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