EXHIBIT 10.1
FIRST AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
This First Amendment to Amended and Restated Registration Rights Agreement
(this "Amendment"), dated as of May 17, 2002, is made by and among Oil States
International, Inc., a Delaware corporation ("OSI") and the Holders of
Registrable Securities set forth on the signature page hereto (the "Amending
Holders").
WHEREAS, reference is made to that certain Amended and Restated
Registration Rights Agreement by and among OSI, HWC, Sooner and each of the
holders of OSI Common Stock, HWC Common Stock and Sooner Common Stock listed on
the signature pages thereto (the "Amended and Restated Registration Rights
Agreement"); and
WHEREAS, OSI and the Amending Holders desire to amend the Amended and
Restated Registration Rights Agreement in accordance with the provisions of
Section 9.3 thereof; and
WHEREAS, the Amending Holders hold in the aggregate greater than 50% of
the Registrable Securities; and
WHEREAS, capitalized terms that are used but not defined herein shall have
the meanings set forth in the Amended and Restated Registration Rights
Agreement;
NOW, THEREFORE, for and in consideration of the mutual benefits to be
derived from this Amendment, and intending to be legally bound hereby, the
parties hereto hereby agree as follows:
Section 1. AMENDMENTS TO AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT. The Amended and Restated Registration Rights Agreement is hereby
amended as follows:
(a) Section 3(a) is amended by deleting it in its entirety and
inserting the following in replacement therefor:
"If OSI proposes to file, or has filed, a registration statement
under the Securities Act, including a Demand Registration, with
respect to an offering of OSI Common Stock for cash by OSI for its
own account or for the account of any of its equity holders (other
than (i) a registration statement on Form S-4 or S-8 or any
substitute form that may be adopted by the SEC, (ii) any
registration statement filed in connection with an exchange offer or
offering of securities solely to OSI's existing security holders,
(iii) any registration statement filed in connection with an
exchange offer or offering of securities to holders of Exchangeable
Shares (the "PTI Registration Statement"), or (iv) any "universal
shelf" registration statement on Form S-3 or any substitute form
that may be adopted by the SEC that contemplates the offering and
sale by OSI of more than one type of security on a delayed or
continuous basis pursuant to Rule 415 (or any successor rule) under
the Securities Act, but only if each of the Amending Holders has
waived its right to participate in any offering of Registrable
Securities pursuant to such registration statement), then OSI shall,
at its option, either (i) give written notice of such proposed
filing to the Holders of the Registrable Securities no later than 7
days before the anticipated
initial filing date or (ii) give written notice of the filing of
such registration statement to the Holders of the Registrable
Securities no later than 7 days before the anticipated
effectiveness date of such registration statement, and such notice
shall offer such Holders the opportunity to register such number of
Registrable Securities as each such Holder may request (a "Piggyback
Registration"). On or before the 7th day following the receipt of
such notice by the Holders, any Holder wishing to include any or all
of its Registrable Securities in such registration statement shall
give written notice to OSI stating the name of such Holder and the
amount of such Holder's Registrable Securities to be included in
such registration statement. Subject to Section 3(b), OSI shall
include in each such Piggyback Registration all Registrable
Securities requested to be included in the registration for such
offering and shall, in the case of a filed registration statement,
prepare and file a pre-effective amendment to such registration
statement providing for the inclusion of such Registrable
Securities; provided, however, that OSI may at any time withdraw or
cease proceeding with such registration without the consent of any
Holder of Registrable Securities, notwithstanding the request of any
such Holder to participate therein in accordance with this
provision, if OSI determines in its sole discretion that such action
is in the best interests of OSI and its stockholders (for this
purpose, the interests of the Holders shall not be considered). Each
Holder of Registrable Securities shall be permitted to withdraw all
or part of such Holder's Registrable Securities from a Piggyback
Registration at any time prior to the effective date thereof."
(b) The second sentence of Section 9.3 is amended by deleting it in
its entirety and inserting the following in replacement therefor:
"This Agreement may not be amended or supplemented at any time,
except by an instrument in writing signed by OSI and on behalf of
the Holders of 50% or more of the Registrable Securities."
(c) The first paragraph of Section 9.5 is amended by deleting it in
its entirety and inserting the following in replacement therefor:
"All notices and other communications hereunder shall be in writing
and (i) if to be delivered to OSI, HWC or Sooner, shall be delivered
in person, by overnight courier, by facsimile (with confirmation of
receipt) or by registered or certified mail (postage prepaid, return
receipt requested) and shall be deemed effective and received only
upon and as of the date of actual receipt by OSI, HWC or Sooner, as
the case may be (except that receipt on any date after 5:00 p.m.
Central Standard Time shall be deemed received on the next Business
Day), and (ii) if to be delivered to a Holder, shall be delivered in
person, by overnight courier, by registered or certified mail
(postage prepaid, return receipt requested) or by any other means of
delivery and shall be deemed effective and received (A) if given in
person, on the date of actual receipt by such Holder, (B) if given
by overnight courier, on the next Business Day immediately following
the day on which such notice is delivered to a reputable overnight
courier service, (C) if given by registered or certified mail, on
the third Business Day immediately following the day on which such
notice is deposited with a United States post office or (D) if given
by any other means, on the date on which such Holder acknowledges in
writing the receipt of such notice by such other means, in each case
to the respective parties as follows:"
Section 2. Miscellaneous.
(a) Counterparts. This Amendment may be executed in one or more
counterparts, all of which shall be considered one and the same agreement,
and shall become
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effective when one or more counterparts have been signed by each of the
parties hereto and delivered (including by facsimile) to the other parties
hereto.
(b) Incorporation. The provisions of Sections 9.3, 9.4, 9.5, 9.6,
9.7, 9.9, 9.10 and 9.11 of the Amended and Restated Registration Rights
Agreement are hereby incorporated herein and shall be deemed to include
and/or apply to this Amendment, as appropriate.
(c) Ratification. Except as amended hereby, the Amended and Restated
Registration Rights Agreement shall remain in full force and effect as
previously executed by the parties, and the parties hereby ratify the
Amended and Restated Registration Rights Agreement as amended hereby.
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IN WITNESS WHEREOF, each of the undersigned, intending to be legally
bound, has caused this Amendment to be duly executed and delivered on the date
first set forth above.
OIL STATES INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President - Finance and
Accounting and Secretary
SCF III, L.P.
By: SCF II, L.P.,
its General Partner
By: ▇.▇. ▇▇▇▇▇▇▇ & Associates, Incorporated,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
SCF IV, L.P.
By: SCF-IV, G.P., Limited Partnership,
its General Partner
By: ▇.▇. ▇▇▇▇▇▇▇ & Associates,
Incorporated,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
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