AMENDMENT NO. 1

Exhibit 10.2

AMENDMENT NO. 1

This Amendment No. 1 dated as of September 18, 2012 (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 Parent”), PTI Premium Camp Services Ltd., a corporation amalgamated under the laws of the Province of Alberta (“PTI Premium” and, together with the Canadian Parent, the “Canadian Borrowers” and, together with the U.S. Borrower, the “Borrowers”), each of the Guarantors, the Lenders party hereto and Xxxxx Fargo Bank, N.A. (“Xxxxx Fargo”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.

INTRODUCTION

WHEREAS, the Borrowers, the lenders party thereto (the “Lenders”) and the Administrative Agent are parties to the Amended and Restated Credit Agreement dated as of December 10, 2010 (as amended, supplemented or otherwise modified from time to time the “Credit Agreement”).

WHEREAS, the parties have agreed, to amend the Credit Agreement as described below.

NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Definitions. Unless otherwise defined in this Amendment, terms used in this Amendment that are not defined herein and are defined in the Credit Agreement shall have the meanings assigned to such terms in the Credit Agreement.

Section 2. Amendments. The Credit Agreement is hereby amended as follows:

(a) Section 1.01 of the Credit Agreement is hereby amended by restating the following defined term in its entirety:

“MAC Group” shall mean The MAC Services Group Pty Limited, a company organized under the laws of the Commonwealth of Australia.

(b) Section 1.01 of the Credit Agreement is hereby amended by inserting the following new defined terms in their appropriate alphabetical order:

“Australian dollars” and “A$” shall mean lawful currency of the Commonwealth of Australia.

“MAC Group Credit Agreement” shall mean the Syndicated Facility Agreement dated as of September 18, 2012 among MAC Group, as borrower, the lenders party thereto, and X.X. Xxxxxx Australia Limited, as Australian agent and security trustee, and JPMorgan Chase Bank, N.A., as US agent.

(c) Section 6.01(g) of the Credit Agreement is hereby restated in its entirety as follows:

(g) Indebtedness under the MAC Group Credit Agreement and any extensions, renewals or replacements of such Indebtedness, an unsecured guarantee of such Indebtedness by the U.S. Borrower, and guarantees of such Indebtedness by the Subsidiaries of MAC Group; provided that the aggregate principal amount of such Indebtedness permitted by this clause (g) shall not exceed A$300,000,000 at any time outstanding; and

(d) Section 6.02(j) of the Credit Agreement is hereby restated in its entirety as follows:

(j) Liens under the Security Documents (as defined in the MAC Group Credit Agreement) securing Indebtedness under the MAC Group Credit Agreement, Banking Services Obligations (as defined in the MAC Group Credit Agreement) and Hedging Obligations (as defined in the MAC Group Credit Agreement) and any extensions, renewals or replacements of such Indebtedness; provided that such Liens shall not apply, be with respect to or relate to any other asset, business or circumstances of the U.S. Borrower or any Subsidiary other than the MAC Group and its Subsidiaries;

Section 3. Representations and Warranties. The Borrowers represent and warrant to the Agents 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 (provided that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all 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, 2011; and

(d) (i) the execution, delivery, and performance of this Amendment are within the corporate power and authority of the Borrowers and each other Loan Party and have been duly authorized by appropriate proceedings, and (ii) this Amendment constitutes a legal, valid, and binding obligation of the Borrowers and each other Loan Party, 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.

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Section 4. Effectiveness. The Credit Agreement shall be amended as provided in this Amendment upon the occurrence of the following conditions precedent:

(a) the Administrative Agent shall have received duly and validly executed originals of this Amendment on behalf of the Borrowers, the Guarantors, the Administrative Agent and the Required Lenders;

(b) the Administrative Agent shall have received a copy of the fully executed MAC Group Credit Agreement and all material ancillary agreements executed in connection therewith, certified by a Responsible Officer of the U.S. Borrower as true, correct and complete as of the date hereof;

(c) prior to, or concurrently with, the making of the initial extensions of credit under the MAC Group Credit Agreement, all Indebtedness outstanding under the Existing MAC Group Credit Agreement shall have been paid in full and the Administrative Agent shall have received evidence reasonably satisfactory to it that all Liens securing such Indebtedness have been released; and

(d) 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.

Section 5. Reaffirmation of Guaranty and Liens.

(a) The U.S. Borrower and each of its Subsidiaries 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 Guarantee Agreement that it may have, and agrees that according to its terms such Guarantee Agreement 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 Guarantee Agreement.

(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, (iii) waive any defenses that it may have to the enforcement of the Security Documents to which they are party, and (iv) agree 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 (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 of the Credit Agreement in the Collateral to secure the Obligations.

(c) The delivery of this Amendment does not indicate or establish a requirement that any Guarantee Agreement or Security Document requires any Borrower’s or any Guarantor’s approval of amendments to the Credit Agreement, but has been furnished as a courtesy at the Administrative Agent’s request.

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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 are ratified and confirmed, and nothing herein shall act as a waiver of any of the Administrative Agent’s or Lenders’ rights and remedies 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 CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Section 8. Miscellaneous. 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 or other electronic means shall be as effective as delivery of a manually signed counterpart of this Amendment. The captions in this Amendment are for convenience of reference only and shall not define or limit the provisions hereof. In the event that any one or more of the provisions contained in this Amendment shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision 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.

BORROWERS:
OIL STATES INTERNATIONAL, INC.
By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Senior Vice President, Chief Financial Officer and Treasurer
PTI GROUP INC.
PTI PREMIUM CAMP SERVICES LTD.
By:		/s/ Lias X. Xxxxx
Name:		Lias X. Xxxxx
Title:		Vice President and Assistant Secretary

Signature Page to Amendment No. 1

(Oil States International, Inc.)

GUARANTORS:
ACUTE TECHNOLOGICAL SERVICES, INC.
OIL STATES SKAGIT SMATCO, LLC
OIL STATES INDUSTRIES, INC.
By:		/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx
		Vice President and Assistant Treasurer
CAPSTAR DRILLING, INC.
CAPSTAR HOLDING, L.L.C.
GENERAL MARINE LEASING, LLC
OIL STATES ENERGY SERVICES HOLDING, INC.         (f/k/a Oil States Energy Services, Inc.)
SOONER HOLDING COMPANY
SOONER, INC.
SOONER PIPE, L.L.C.
OIL STATES ENERGY SERVICES, L.L.C.
By:		/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx
		Vice President and Treasurer
PTI MARS HOLDCO 1, LLC
By:		/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx
		Vice President, Chief Financial Officer and Treasurer

Signature Page to Amendment No. 1

(Oil States International, Inc.)

OSES INTERNATIONAL HOLDING, L.L.C. (f/k/a Capstar Drilling GP, L.L.C.)
		By: OIL STATES ENERGY SERVICES HOLDING, INC. (f/k/a Oil States Energy Services, Inc.), its sole member
		By:		/s/ Xxxxxxx X. Xxxxxx
				Xxxxxxx X. Xxxxxx
				Vice President and Treasurer

OIL STATES MANAGEMENT, INC.
By:		/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx
		Vice President
PTI GROUP USA LLC
CROWN CAMP SERVICES LTD.
PTI CAMP INSTALLATIONS LTD.
PTI INTERNATIONAL INC.
PTI INTERNATIONAL LTD.
PTI NOBLE STRUCTURES INC.
PTI TRAVCO MODULAR STRUCTURES LTD.
000000 XXXXXXX INC.
By:		/s/ Lias X. Xxxxx
		Xxxx X. Xxxxx
		Vice President and Assistant Secretary
STINGER WELLHEAD PROTECTION (CANADA)         INCORPORATED
By:		/s/ Lias X. Xxxxx
		Xxxx X. Xxxxx
		Secretary

Signature Page to Amendment No. 1

(Oil States International, Inc.)

PTI HOLDING COMPANY 1 PTY LIMITED ACN         000 000 000
By:		/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx
		Director
PTI HOLDING COMPANY 2 PTY LIMITED ACN         146 700 487
By:		/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx
		Director

Signature Page to Amendment No. 1

(Oil States International, Inc.)

XXXXX FARGO BANK, N.A., as a U.S. Lender and Administrative Agent
By:		/s/ Xxxxxxx Xxxxxxxx
Name:		Xxxxxxx Xxxxxxxx
Title:		Vice President

Signature Page to Amendment No. 1

(Oil States International, Inc.)

XXXXX FARGO FINANCIAL CORPORATION CANADA, as a Canadian Lender
By:		/s/ Xxxxxxx Xxxxxx
Name:		Xxxxxxx Xxxxxx
Title:		President

Signature Page to Amendment No. 1

(Oil States International, Inc.)

ROYAL BANK OF CANADA, as Canadian Administrative Agent
By:		/s/ Xxx Xxxxxx
Name:		Xxx Xxxxxx
Title:		Manager, Agency

Signature Page to Amendment No. 1

(Oil States International, Inc.)

ROYAL BANK OF CANADA, as a U.S. Lender
By:		/s/ Xxx X. Xxxxxxx
Name:		Xxx X. Xxxxxxx
Title:		Authorized Signatory

Signature Page to Amendment No. 1

(Oil States International, Inc.)

ROYAL BANK OF CANADA, as a Canadian Lender
By:		/s/ Xxxxx X. Xxxxxxxx
Name:		Xxxxx X. Xxxxxxxx
Title:		Authorized Signatory

Signature Page to Amendment No. 1

(Oil States International, Inc.)

JPMORGAN CHASE BANK, N.A., as a U.S. Lender
By:		/s/ Xxxxxx Xxxxxxx
Name:		Xxxxxx Xxxxxxx
Title:		Authorized Officer

Signature Page to Amendment No. 1

(Oil States International, Inc.)

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as a Canadian Lender
By:		/s/ Xxxxxx Xxxxxxx
Name:		Xxxxxx Xxxxxxx
Title:		Authorized Officer

Signature Page to Amendment No. 1

(Oil States International, Inc.)

THE BANK OF NOVA SCOTIA, as a U.S. Lender and a Canadian Lender
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Director
SCOTIABANC INC., as a U.S. Lender
By:		/s/ X.X. Xxxx
Name:		X.X. Xxxx
Title:		Managing Director

Signature Page to Amendment No. 1

(Oil States International, Inc.)

TORONTO DOMINION (TEXAS) LLC, as a U.S. Lender
By:		/s/ Xxxx Xxxxxxxx
Name:		Xxxx Xxxxxxxx
Title:		Vice President

Signature Page to Amendment No. 1

(Oil States International, Inc.)

THE TORONTO-DOMINION BANK, as a Canadian Lender
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Senior Manager
By:		/s/ Xxx Xxxxxx
Name:		Xxx Xxxxxx
Title:		Associate Vice President Commercial National Accounts

Signature Page to Amendment No. 1

(Oil States International, Inc.)

DNB BANK ASA, NEW YORK BRANCH, as a U.S. Lender and a Canadian Lender
By:		/s/ Xxxxxx Xxxxx
Name:		Xxxxxx Xxxxx
Title:		Senior Vice President
By:		/s/ Xxxx Xxxxxx
Name:		Xxxx Xxxxxx
Title:		Vice President

Signature Page to Amendment No. 1

(Oil States International, Inc.)

BANK OF AMERICA, N.A., as a U.S. Lender
By:		/s/ Xxxx X. Xxxxxx
Name:		Xxxx X. Xxxxxx
Title:		Senior Vice-President

Signature Page to Amendment No. 1

(Oil States International, Inc.)

BANK OF AMERICA, N.A., acting through its Canada Branch, as a Canadian Lender
By:		/s/ Xxxxxx Sales xx Xxxxxxx
Name:		Xxxxxx Sales xx Xxxxxxx
Title:		Vice President

Signature Page to Amendment No. 1

(Oil States International, Inc.)

HSBC BANK USA, N.A., as a U.S. Lender
By:		/s/ Xxxx Xxxxx
Name:		Xxxx Xxxxx
Title:		Vice President

Signature Page to Amendment No. 1

(Oil States International, Inc.)

HSBC BANK CANADA, as a Canadian Lender
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Vice President and Manager
By:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
Title:		Assistant Vice President Syndications and Commercial Banking Prairie Region

Signature Page to Amendment No. 1

(Oil States International, Inc.)

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a U.S. Lender
By:		/s/ Xxxxxxx Xxxxxxxxxxx
Name:		Xxxxxxx Xxxxxxxxxxx
Title:		Director
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Associate

Signature Page to Amendment No. 1

(Oil States International, Inc.)

CREDIT SUISSE AG, TORONTO BRANCH, as a Canadian Lender
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Director
By:		/s/ Xxxx Xxxxx
Name:		Xxxx Xxxxx
Title:		Vice President

Signature Page to Amendment No. 1

(Oil States International, Inc.)

FIFTH THIRD BANK, as a U.S. Lender
By:		/s/ Xxxxxx X. Xxxxxxx
Name:		Xxxxxx X. Xxxxxxx
Title:		Vice President

Signature Page to Amendment No. 1

(Oil States International, Inc.)

SUMITOMO MITSUI BANKING CORPORATION, as a U.S. Lender
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Managing Director

Signature Page to Amendment No. 1

(Oil States International, Inc.)

SUMITOMO MITSUI BANKING CORPORATION OF CANADA, as a Canadian Lender
By:		/s/ Xxxxxx Xxx
Name:		Xxxxxx Xxx
Title:		Senior Vice President

Signature Page to Amendment No. 1

(Oil States International, Inc.)

NATIXIS, NEW YORK BRANCH, as a U.S. Lender
By:		/s/ Xxxxx X. Xxxxxxx, III
Name:		Xxxxx X. Xxxxxxx, III
Title:		Managing Director
By:		/s/ Xxxxxx Xxxxx
Name:		Xxxxxx Xxxxx
Title:		Managing Director

Signature Page to Amendment No. 1

(Oil States International, Inc.)

U.S. BANK NATIONAL ASSOCIATION, as a U.S. Lender
By:		/s/ Xxxx Xxxxxx
Name:		Xxxx Xxxxxx
Title:		Vice President

Signature Page to Amendment No. 1

(Oil States International, Inc.)

U.S. BANK NATIONAL ASSOCIATION, as a Canadian Lender
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Vice President

Signature Page to Amendment No. 1

(Oil States International, Inc.)

CAPITAL ONE, NATIONAL ASSOCIATION, as a U.S. Lender
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Vice President

Signature Page to Amendment No. 1

(Oil States International, Inc.)

BARCLAYS BANK PLC, as a U.S. Lender and a Canadian Lender
By:		/s/ Xxxxxx Xxxxxxx
Name:		Xxxxxx Xxxxxxx
Title:		Relationship Director

Signature Page to Amendment No. 1

(Oil States International, Inc.)

COMERICA BANK, as a U.S. Lender
By:		/s/ Xxxx Xxxxxxxxxx
Name:		Xxxx Xxxxxxxxxx
Title:		Vice President

Signature Page to Amendment No. 1

(Oil States International, Inc.)

COMERICA BANK, a Texas banking association and foreign authorized bank under the Bank Act (Canada), as a Canadian Lender
By:		/s/ Xxxx Xxxxxxxxxx
Name:		Xxxx Xxxxxxxxxx
Title:		Vice President

Signature Page to Amendment No. 1

(Oil States International, Inc.)

AMEGY BANK NATIONAL ASSOCIATION, as a U.S. Lender
By:		/s/ G. Xxxxx Xxxxxxx
Name:		G. Xxxxx Xxxxxxx
Title:		Senior Vice President

Signature Page to Amendment No. 1

(Oil States International, Inc.)

NATIONAL AUSTRALIA BANK LIMITED, as a U.S. Lender
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Director, Client Coverage Americas

Signature Page to Amendment No. 1

(Oil States International, Inc.)

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a U.S. Lender
By:		/s/ Xxxxxx Xxxx
Name:		Xxxxxx Xxxx
Title:		Managing Director

Signature Page to Amendment No. 1

(Oil States International, Inc.)

BANK OF TOKYO-MITSUBISHI UFJ (CANADA), as a Canadian Lender
By:		/s/ Xxxxx X. Xxxxxxx
Name:		Xxxxx X. Xxxxxxx
Title:		Executive Vice President and General Manager

Signature Page to Amendment No. 1

(Oil States International, Inc.)

LIBERTY ISLAND FUNDING 2011-1, as a U.S. Lender
By:		/s/ Xxxxxx Xxxxxxxxx
Name:		Xxxxxx Xxxxxxxxx
Title:		Managing Director
By:		/s/ Xxxxxxxx Xxxxx
Name:		Xxxxxxxx Xxxxx
Title:		Director

Signature Page to Amendment No. 1

(Oil States International, Inc.)