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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 ”),
Wells
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 Wells Fargo Bank, N.A., as Administrative Agent for the Lenders
under the Credit Agreement described below (the "
Agent ")
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| A.
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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.
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| B.
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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.
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| C.
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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.
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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, mark 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) Vinson & Elkins L.L.P., U.S.
counsel for the Borrowers, and (B) Fraser Milner 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;
(vi)
a certificate, dated the date of this Agreement and signed by a
Financial Officer of the U.S. Borrower, conf
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