Form of Voting And Exchange Trust Agreement

FORM OF


VOTING AND EXCHANGE TRUST AGREEMENT


THIS VOTING AND EXCHANGE TRUST AGREEMENT is entered into as of o, 2000, by and between Oil States International, Inc., a Delaware corporation ("OSI"), o, an Alberta corporation ("PTI Holdco"), and Montreal Trust Company of Canada, a Canadian trust company ("Trustee").


RECITALS:


A. Pursuant to a Combination Agreement dated as of July 31, 2000 by and among OSI, HWC Energy Services, Inc., Sooner Inc. and PTI Group, Inc. ("PTI") and such other parties referenced therein (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 Voting and Exchange Trust Agreement containing the terms and conditions set forth in Exhibit D 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 o, 2000 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 or by a Subsidiary of OSI, 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 attaching to the Exchangeable Shares (collectively, the "Exchangeable Share Provisions"), and a copy of such Articles of Incorporation is attached hereto as Appendix A;


D. OSI is to provide voting rights in OSI to each holder (other than OSI and its Subsidiaries) from time to time of Exchangeable Shares, such voting rights per Exchangeable Share to be equivalent to the voting rights per share of OSI Common Stock;


E. OSI is to grant to and in favor of the holders (other than OSI and its Subsidiaries) from time to time of Exchangeable Shares the right, in the circumstances set forth herein, to require OSI or OSI ULC to purchase from each such holder all or any part of the Exchangeable Shares held by the holder;


F. The parties desire to make appropriate provision and to establish a procedure whereby voting rights in OSI shall be exercisable by holders (other than OSI and its Subsidiaries) from time to time of Exchangeable Shares by and through the Trustee, which will hold legal title to and a share certificate in respect of one share of OSI Special Voting Stock (the "OSI Special Voting Stock") to which voting rights attach for the benefit of such holders of Exchangeable Shares and whereby the rights to require OSI or, at the option of OSI, OSI ULC, to purchase Exchangeable Shares from the holders thereof (other than OSI and its Subsidiaries) shall be


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exercisable by such holders from time to time of Exchangeable Shares by and through the Trustee, which will hold legal title to such rights for the benefit of such holders;


G. These recitals and any statements of fact in this agreement are made by OSI and PTI Holdco and not by the Trustee;


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:


ARTICLE 1
DEFINITIONS AND INTERPRETATION


1.1 DEFINITIONS


In this agreement, the following terms shall have the following meanings:


"Act" has the meaning in the recitals hereto;


"Aggregate Equivalent Vote Amount" means, with respect to any matter, proposition or question on which holders of OSI Common Stock are entitled to vote, consent or otherwise act, the product of (i) the number of shares of Exchangeable Shares issued and outstanding and held by Holders multiplied by (ii) the Equivalent Vote Amount.


"Applicable Laws" has the meaning provided in Section 5.10 hereof.


"Arrangement" has the meaning provided in the recitals hereto.


"Automatic Exchange Rights" means the benefit of the obligation of OSI to effect the automatic exchange of shares of OSI Common Stock for Exchangeable Shares pursuant to Section 5.12 hereof.


"Board of Directors" means the Board of Directors of PTI Holdco.


"Business Day" has the meaning provided in the Exchangeable Share Provisions.


"Combination Agreement" has the meaning in the recitals hereto.


"Equivalent Vote Amount" means, with respect to any matter, proposition or question on which holders of OSI Common Stock are entitled to vote, consent or otherwise act, the number of votes to which a holder of one share of OSI Common Stock is entitled with respect to such matter, proposition or question.


"Exchange Right" has the meaning provided in Section 5.1(b) hereof.


"Exchangeable Share Consideration" has the meaning provided in the Exchangeable Share Provisions.


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"Exchangeable Share Price" has the meaning provided in the Exchangeable Share Provisions.


"Exchangeable Share Provisions" has the meaning provided in the recitals hereto.


"Exchangeable Shares" has the meaning provided in the recitals hereto.


"freely tradeable", with respect to OSI Common Stock, means freely transferable under Canadian provincial securities laws and U.S. federal and state securities laws (pursuant to an effective resale shelf registration statement or otherwise and assuming the reasonable cooperation of the holder or recipient of OSI Common Stock in connection with any required resale shelf registration statement), except to the extent restrictions arise by reason of a person being a "control person" of OSI for the purposes of Canadian provincial securities laws or an "affiliate" of OSI for the purposes of United States federal or state securities laws, provided any trades in such securities are conducted through the facilities of a stock exchange outside Canada.


"Holder Votes" has the meaning provided in Section 4.2 hereof.


"Holders" means the registered holders from time to time of Exchangeable Shares, other than OSI and its Subsidiaries.


"Insolvency Event" means the institution by PTI Holdco of any proceeding to be adjudicated a bankrupt or insolvent or to be dissolved or wound-up, or the consent of PTI Holdco to the institution of bankruptcy, insolvency, dissolution or winding-up proceedings against it, or the filing of a petition, answer or consent seeking dissolution or winding-up under any bankruptcy, insolvency or analogous laws, including without limitation the Companies' Creditors Arrangement Act (Canada) and the Bankruptcy and Insolvency Act (Canada), and the failure by PTI Holdco to contest in good faith any such proceedings commenced in respect of PTI Holdco within 15 days of becoming aware thereof, or if so contested the adjudication that PTI Holdco is bankrupt or insolvent or is to be dissolved or wound-up, or the consent by PTI Holdco to the filing of any such petition or to the appointment of a receiver, or the making by PTI Holdco of a general assignment for the benefit of creditors, or the admission in writing by PTI Holdco of its inability to pay its debts generally as they become due, or PTI Holdco's not being permitted, pursuant to liquidity or solvency requirements of applicable law, to redeem any Retracted Shares pursuant to Section 6.6 of the Exchangeable Share Provisions.


"Liquidation Call Right" has the meaning provided in the Exchangeable Share Provisions.


"Liquidation Event" has the meaning provided in subsection 5.12(b) hereof.


"Liquidation Event Effective Time" has the meaning provided in subsection 5.12(c) hereof.


"List" has the meaning provided in Section 4.6 hereof.


"Officer's Certificate" means, with respect to OSI or PTI Holdco, as the case may be, a certificate signed by any one of the Chairman of the Board, the Vice-Chairman of the Board (if there be one), the President or any Vice-President of OSI or PTI Holdco, as the case may be.


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"OSI" has the meaning in the recitals hereto.


"OSI Common Stock" has the meaning provided in the Exchangeable Share Provisions.


"OSI Consent" has the meaning provided in Section 4.2 hereof.


"OSI Meeting" has the meaning provided in Section 4.2 hereof.


"OSI Special Voting Stock" has the meaning provided in the recitals hereto.


"OSI ULC" means the Subsidiary of OSI incorporated under the Companies Act (Nova Scotia) for the purpose of delivering OSI Common Stock as provided for in this Agreement, the Exchangeable Share Provisions or the Support Agreement.


"PTI" has the meaning in the recitals hereto.


"PTI Stock Options" means the outstanding options entitling the holders to acquire upon exercise thereof up to o PTI Common Shares in the aggregate.


"PTI Holdco" has the meaning in the recitals hereto.


"Person" includes an individual, body corporate, partnership, company, unincorporated syndicate or organization, trust, trustee, executor, administrator and other legal representative.


"Plan of Arrangement" has the meaning provided in the Exchangeable Share Provisions.


"Redemption Call Right" has the meaning provided in the Exchangeable Share Provisions.


"Retracted Shares" has the meaning provided in Section 5.7 hereof.


"Retraction Call Right" has the meaning provided in the Exchangeable Share Provisions.


"Subsidiary" has the meaning provided in the Exchangeable Share Provisions.


"Successor" has the meaning provided in subsection 11. 1 (a) hereof.


"Support Agreement" means that certain support agreement made as of even date hereof by and between OSI and PTI Holdco.


"Trust" means the trust created by this agreement.


"Trust Estate" means the Voting Share, any other securities, the Exchange Right, the Automatic Exchange Rights and any money or other property which may be held by the Trustee from time to time pursuant to this agreement.


"Trustee" means Montreal Trust Company of Canada and, subject to the provisions of Article 10 hereof, includes any successor trustee or permitted assigns.


"Voting Rights" means the voting rights attached to the Voting Share.


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"Voting Share" means the one share of OSI Special Voting Stock, U.S. $0.0001 par value, issued by OSI to and deposited with the Trustee, which entitles the holder of record to a number of votes at meetings of holders of OSI Common Stock equal to the Aggregate Equivalent Vote Amount.


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.


1.5 PAYMENTS


All payments to be made hereunder will be made without interest and less any tax required by Canadian law to be deducted or withheld.


ARTICLE 2
PURPOSE OF AGREEMENT


2.1 The purpose of this agreement is to create the Trust for the benefit of the Holders, as herein provided. The Trustee will hold the Voting Share in order to enable the Trustee to exercise the Voting Rights and will hold the Exchange Right and the Automatic Exchange Rights in order to enable the Trustee to exercise such rights, in each case as trustee for and on behalf of the Holders as provided in this agreement.


ARTICLE 3
VOTING SHARE


3.1 ISSUANCE AND OWNERSHIP OF THE VOTING SHARE


OSI hereby issues to and deposits with the Trustee the Voting Share to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders and in accordance with the provisions of this agreement. OSI hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Holders of good and valuable consideration (and the adequacy thereof) for the issuance of the Voting Share by OSI to the Trustee. During the term of the Trust and subject to the terms and conditions of this agreement, the Trustee shall possess and be vested with full legal ownership of the Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Voting Share, provided that the Trustee shall:


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(a) hold the Voting Share and the legal title thereto as trustee
solely for the use and benefit of the Holders in accordance with
the provisions of this agreement; and


(b) except as specifically authorized by this agreement, have no
power or authority to sell, transfer, vote or otherwise deal in
or with the Voting Share, and the Voting Share shall not be used
or disposed of by the Trustee for any purpose other than the
purposes for which this Trust is created pursuant to this
agreement.


3.2 LEGENDED SHARE CERTIFICATES


PTI Holdco will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Holders of their right to instruct the Trustee with respect to the exercise of the Voting Rights with respect to the Exchangeable Shares held by a Holder.


3.3 SAFE KEEPING OF CERTIFICATE


The certificate representing the Voting Share shall at all times be held in safe keeping by the Trustee or its agent.


3.4 HOLDERS' BENEFIT


For greater certainty, the Trustee holds the benefit of the Voting Rights for the Holders, but all other rights in respect of the Voting Share, including without limitation any rights to receive dividends on the Voting Share, are for the benefit of OSI.


ARTICLE 4
EXERCISE OF VOTING RIGHTS


4.1 VOTING RIGHTS


The Trustee, as the holder of record of the Voting Share, shall be entitled to all of the Voting Rights, including the right to consent to or to vote in person or by proxy the Voting Share, on any matter, question or proposition whatsoever that may properly come before the stockholders of OSI at a OSI Meeting or in connection with a OSI Consent (in each case, as hereinafter defined). The Voting Rights shall be and remain vested in and exercised by the Trustee. Subject to Section 7.15 hereof, the Trustee shall exercise the Voting Rights only on the basis of instructions received pursuant to this Article 4 from Holders entitled to instruct the Trustee as to the voting thereof at the time at which a OSI Consent is sought or a OSI Meeting is held. To the extent that no instructions are received from a Holder with respect to the Voting Rights to which such Holder is entitled, the Trustee shall not exercise or permit the exercise of such Holder's Voting Rights.


4.2 NUMBER OF VOTES


With respect to all meetings of stockholders of OSI at which holders of shares of OSI Common Stock are entitled to vote (a "OSI Meeting") and with respect to all written consents sought by OSI from its stockholders including the holders of shares of OSI Common Stock (a "OSI Consent"), each Holder shall be entitled to instruct the Trustee to cast and exercise, in the manner instructed, a number of votes equal to the Equivalent Vote Amount for each


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Exchangeable Share owned of record by such Holder on the record date established by OSI or by applicable law for such OSI Meeting or OSI Consent, as the case may be, (the "Holder Votes") in respect of each matter, question or proposition to be voted on at such OSI Meeting or to be consented to in connection with such OSI Consent.


4.3 MAILINGS TO SHAREHOLDERS


With respect to each OSI Meeting and OSI Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as OSI utilizes in communications to holders of OSI Common Stock, subject to the Trustee's ability to provide this method of communication and upon being advised in writing of such method) to each of the Holders named in the List on the same day as the initial mailing or notice (or other communication) with respect thereto is given by OSI to its stockholders:


(a) a copy of such notice, together with any proxy or information
statement and related materials to be provided to holders of OSI
Common Stock;


(b) a statement of the number of Holder Votes which the Holder is
entitled to exercise;


(c) a statement that such Holder is entitled to instruct the Trustee
as to the exercise of the Holder Votes with respect to such OSI
Meeting or OSI Consent, as the case may be, or, pursuant to
Section 4.7 hereof, to attend such OSI Meeting and to exercise
personally the Holder Votes thereat;


(d) a statement as to the manner in which such instructions may be
given to the Trustee, including an express indication that
instructions may be given to the Trustee to give:


(i) a proxy to such Holder or such Holder's designee to exercise
personally the Holder Votes; or


(ii) a proxy to a designated agent or other representative of the
management of OSI to exercise such Holder Votes;


(e) a statement that if no voting instructions are received from the
Holder, the Holder Votes to which such Holder is entitled will
not be exercised;


(f) a form of direction whereby the Holder may so direct and instruct
the Trustee as contemplated herein; and


(g) a statement of (i) the time and date by which such instructions
must be received by the Trustee in order to be binding upon it,
which in the case of a OSI Meeting shall not be earlier than the
close of business on the Business Day prior to such meeting, and
(ii) the method for revoking or amending such instructions.


The materials referred to above are to be provided by OSI to the Trustee, but shall be subject to review and comment by the Trustee.


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For the purpose of determining Holder Votes to which a Holder is entitled in respect of any such OSI Meeting or OSI Consent, the number of Exchangeable Shares owned of record by the Holder shall be determined at the close of business on the record date established by OSI or by applicable law for purposes of determining stockholders entitled to vote at such OSI Meeting or to give written consent in connection with such OSI Consent. OSI will notify the Trustee in writing of any decision of the board of directors of OSI with respect to the calling of any such OSI Meeting or the seeking of any such OSI Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.


4.4 COPIES OF STOCKHOLDER INFORMATION


OSI will deliver to the Trustee copies of all proxy materials, (including notices of OSI Meetings, but excluding proxies to vote shares of OSI Common Stock), information statements, reports (including without limitation all interim and annual financial statements) and other written communications that are to be distributed from time to time to holders of OSI Common Stock in sufficient quantities and in sufficient time so as to enable the Trustee to send those materials to each Holder, to the extent possible, at the same time as such materials are first sent to holders of OSI Common Stock. The Trustee will mail or otherwise send to each Holder, at the expense of OSI, copies of all such materials (and all materials specifically directed to the Holders or to the Trustee for the benefit of the Holders by OSI) received by the Trustee from OSI, to the extent possible, at the same time as such materials are first sent to holders of OSI Common Stock. The Trustee will make copies of all such materials available for inspection by any Holder at the Trustee's principal transfer office in the cities of Calgary and Toronto.


4.5 OTHER MATERIALS


Immediately after receipt by OSI or any stockholder of OSI of any material sent or given generally to the holders of OSI Common Stock by or on behalf of a third party, including without limitation dissident proxy and information circulars (and related information and material) and tender and exchange offer circulars (and related information and material), OSI shall use its reasonable best efforts to obtain and deliver to the Trustee copies thereof in sufficient quantities so as to enable the Trustee to forward such material (unless the same has been provided directly to Holders by such third party) to each Holder as soon as possible thereafter. As soon as practicable after receipt thereof, the Trustee will mail or otherwise send to each Holder, at the expense of OSI, copies of all such materials received by the Trustee from OSI. The Trustee will also make copies of all such materials available for inspection by any Holder at the Trustee's principal transfer office in the cities of Calgary and Toronto.


4.6 LIST OF PERSONS ENTITLED TO VOTE


PTI Holdco shall, (i) prior to each annual, general or special OSI Meeting or the seeking of any OSI Consent and (ii) forthwith upon each request made at any time by the Trustee in writing, prepare or cause to be prepared a list (a "List") of the names and addresses of the Holders arranged in alphabetical order and showing the number of Exchangeable Shares held of record by each such Holder, in each case at the close of business on the date specified by the Trustee in such request or, in the case of a List prepared in connection with a OSI Meeting or a OSI Consent, at the close of business on the record date established by OSI or pursuant to


D-8 9 applicable law for determining the holders of OSI Common Stock entitled to receive notice of and/or to vote at such OSI Meeting or to give consent in connection with such OSI Consent. Each such List shall be delivered to the Trustee promptly after receipt by PTI Holdco of such request or the record date for such meeting or seeking of consent, as the case may be, and in any event within sufficient time as to enable the Trustee to perform its obligations under this agreement. OSI agrees to give PTI Holdco written notice (with a copy to the Trustee) of the calling of any OSI Meeting or the seeking of any OSI Consent, together with the record dates therefor, sufficiently prior to the date of the calling of such meeting or seeking of such consent so as to enable PTI Holdco to perform its obligations under this Section 4.6.


4.7 ENTITLEMENT TO DIRECT VOTES


Any Holder named in a List prepared in connection with any OSI Meeting or any OSI Consent will be entitled (i) to instruct the Trustee in the manner described in Section 4.3 hereof with respect to the exercise of the Holder Votes to which such Holder is entitled or (ii) to attend such meeting and personally to exercise thereat (or to exercise with respect to any written consent), as the proxy of the Trustee, the Holder Votes to which such Holder is entitled.


4.8 VOTING BY TRUSTEE, AND ATTENDANCE OF TRUSTEE REPRESENTATIVE, AT MEETING


(a) In connection with each OSI Meeting and OSI Consent, the Trustee
shall exercise, either in person or by proxy, in accordance with
the instructions received from a Holder pursuant to Section 4.3
hereof, the Holder Votes as to which such Holder is entitled to
direct the vote (or any lesser number thereof as may be set forth
in the instructions); provided, however, that such written
instructions are received by the Trustee from the Holder prior to
the time and date fixed by it for receipt of such instructions in
the notice given by the Trustee to the Holder pursuant to Section
4.3 hereof.


(b) The Trustee shall cause such representatives as are empowered by
it to sign and deliver, on behalf of the Trustee, proxies for
Voting Rights to attend each OSI Meeting. Upon submission by a
Holder (or its designee) of identification satisfactory to the
Trustee's representatives, and at the Holder's request, such
representatives shall sign and deliver to such Holder (or its
designee) a proxy to exercise personally the Holder Votes as to
which such Holder is otherwise entitled hereunder to direct the
vote, if such Holder either:


(i) has not previously given the Trustee instructions pursuant
to Section 4.3 hereof in respect of such OSI Meeting, or


(ii) submits to the Trustee's representatives written revocation
of any such previous instructions.


At such OSI Meeting, the Holder exercising such Holder Votes shall have the same rights as the Trustee to speak at the meeting in respect of any matter, question or proposition, to vote by way of ballot at the meeting in respect of any matter, question or proposition and to vote at such meeting by way of a show of hands in respect of any matter, question or proposition.


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4.9 DISTRIBUTION OF WRITTEN MATERIALS


Any written materials to be distributed by the Trustee to the Holders pursuant to this agreement shall be delivered or sent by mail (or otherwise communicated in the same manner as OSI utilizes in communications to holders of OSI Common Stock subject to the Trustee's ability to provide this method of communication and upon being advised in writing of such method) to each Holder at its address as shown on the books of PTI Holdco. PTI Holdco shall provide or cause to be provided to the Trustee for this purpose, on a timely basis and without charge or other expense:


(a) current lists of the Holders; and


(b) on the request of the Trustee, mailing labels to enable the
Trustee to carry out its duties under this agreement. ...