<PAGE>


                                                                  EXHIBIT 10.12B


                                 AMENDMENT NO. 1


         This Amendment No. 1 dated as of January 31, 2005 (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 Borrower" and, together with the U.S.
Borrower, the "Borrowers"), each of the Guarantors, the lenders party to the
Credit Agreement described below (the "Lenders"), Wells Fargo Bank, N.A., as
successor to Wells Fargo Bank Texas, National Association ("Wells Fargo"), as
administrative agent (in such capacity, the "Administrative Agent") for the
Lenders, and The Bank of Nova Scotia ("BNS"), as administrative agent (in such
capacity, the "Canadian Administrative Agent") for the Canadian Lenders (as
defined in Credit Agreement described below).

                                  INTRODUCTION

         A. The Borrowers, the Lenders and the Agents are parties to the Credit
Agreement dated as of October 30, 2003 (the "Credit Agreement").

         B. The Borrower has requested that the Lenders agree to (1) increase
the Total U.S. Commitments to $280,000,000, (2) extend the Maturity Date from
October 30, 2007 to January 31, 2010 and (3) make certain other amendments to
the Credit Agreement.

         THEREFORE, the Borrower, the Agents and the Lenders hereby agree as
follows:

         Section 1. Definitions. Unless otherwise defined in this Amendment,
terms used in this Amendment that are defined in the Credit Agreement shall have
the meanings assigned to such terms in the Credit Agreement.

         Section 2. Amendments. The Credit Agreement shall be amended as
follows:

         (a) The second paragraph of the Credit Agreement shall be amended by
replacing "U.S.$205,000,000" with "U.S.$280,000,000".

         (b) Section 1.01 of the Credit Agreement shall be amended as follows:

                  (i) the definition of "Adjusted LIBO Rate" shall be amended by
         replacing "1/16" with "1/100";

                  (ii) the definition of "Administrative Fee Letter" shall be
         amended by replacing "September 17, 2003" with "December 13, 2004";

                  (iii) the definition of "Applicable Percentage" shall be
         amended by replacing the table set forth therein in its entirety as
         follows:



<PAGE>


<Table>
<Caption>
                                                            ABR, Canadian Prime Rate       Commitment
        Leverage Ratio           Eurocurrency/B/A Spread    and U.S. Base Rate Spread    Fee Percentage
<S>                              <C>                        <C>                          <C>
Category 1

   Less than 1.00 to 1.00                 0.75%                          0%                   0.20%

Category 2

   Greater than or equal to               1.00%                          0%                   0.25%
    1.00 to 1.00 but less than
    1.50 to 1.00

Category 3

   Greater than or equal to               1.25%                       0.25%                   0.30%
    1.50 to 1.00 but less than
    2.00 to 1.00

Category 4

   Greater than or equal to               1.50%                       0.50%                  0.375%
    2.00 to 1.00 but less than
    2.50 to 1.00

Category 5

   Greater than or equal to               1.75%                       0.75%                  0.375%
    2.50 to 1.00
</Table>

                  (iv) the definition of "Calculation Date" shall be amended by
         adding (A) "or an Alternative Currency" after "Canadian dollars" in the
         fourth line thereof and (B) "or Letters of Credit denominated in
         Alternative Currencies" after "Canadian dollars" in the eighth line
         thereof;

                  (v) the definition of "Exchange Rate" shall be amended by
         adding (A) "or the Applicable Alternative Currency" after "Canadian
         dollars" in the second line thereof and (B) "or Alternative Currencies"
         after "Canadian dollars" in the fourteenth line thereof;

                  (vi) the definition of "Letter of Credit" shall be amended by
         replacing the second sentence thereof in its entirety as follows:

         A Letter of Credit shall be a "U.S. Letter of Credit" if issued for the
         account of the U.S. Borrower in U.S. dollars or an Alternative
         Currency, and a "Canadian Letter of Credit" if issued for the account
         of the Canadian Borrower in Canadian dollars.

                  (vii) the definition of "Maturity Date" shall be amended in
         its entirety to mean "January 31, 2010";

                  (viii) the definition of "Mortgaged Properties" shall be
         amended in its entirety to read as follows:

                           "Mortgaged Properties" shall mean the owned real
                  properties of the Loan Parties specified on Schedule 1.01(d).



                                      -2-
<PAGE>


                  (ix) the definition of "Mortgages" shall be amended in its
         entirety to read as follows:

                           "Mortgages" shall mean the mortgages, deeds of trust,
                  debentures and other security documents delivered pursuant to
                  clause (i) of Section 4.02(m).

                  (x) the definition of "U.S. Credit Exposure" is amended by
         adding "the U.S. Dollar Equivalent of" before "the aggregate amount at
         such time of such U.S. Lender's U.S. L/C Exposure" in the third line
         thereof;

                  (xi) the definition of "U.S. Dollar Equivalent" is amended by
         adding "or an Alternative Currency" after "Canadian dollars" in the
         second line thereof;

                  (xii) the definition of "U.S. L/C Exposure" is amended by
         adding (A) "the U.S. Dollar Equivalent of" before "the aggregate
         undrawn amount of all outstanding U.S. Letters of Credit at such time"
         in subsection (a) thereof and (B) "the U.S. Dollar Equivalent of"
         before "the aggregate principal amount of all L/C Disbursements in
         respect of U.S. Letters of Credit" in subsection (b) thereof;

                  (xiii) the definition of "Wells Fargo" shall be amended to
         mean "Wells Fargo Bank, N.A.";

                  (xiv) the definitions of "Debt Service Coverage Ratio",
         "Incremental Assumption Agreement", "Incremental Commitment",
         "Incremental Commitment Amount", "Incremental Lender" and "Maintenance
         Capital Expenditures" shall be deleted; and

                  (xv) the following new definitions shall be added in
         alphabetical order:

                           "Alternative Currency" means each of Euro, Pounds
                           Sterling, Japanese Yen, Singapore Dollar, Australian
                           Dollar, Hong Kong Dollar and each other currency
                           (other than U.S. dollars or Canadian dollars) that is
                           approved in accordance with Section 1.06.

                           "Interest Coverage Ratio" for any period shall mean
                           the ratio of (a) Consolidated EBITDA for such period
                           to (b) Consolidated Interest Expense for the U.S.
                           Borrower and the Subsidiaries for such period. Solely
                           for purposes of this definition, if, at any time the
                           Interest Coverage Ratio is being determined, either
                           Borrower or any Subsidiary shall have completed a
                           Permitted Acquisition or Asset Sale since the
                           beginning of the relevant four fiscal quarter period,
                           the Interest Coverage Ratio shall be determined on a
                           pro forma basis (using the criteria therefor
                           described in Section 6.04(i)) as if such Permitted
                           Acquisition or Asset Sale, and any related incurrence
                           or repayment of Indebtedness, had occurred at the
                           beginning of such period.



                                      -3-
<PAGE>


                           "Tangible Net Worth" shall mean, at any time,
                           Consolidated Net Worth at such time less assets that
                           are considered to be intangible assets under GAAP,
                           including customer lists, goodwill, computer
                           software, copyrights, trade names, trademarks,
                           patents, franchises, licenses, unamortized deferred
                           charges, unamortized debt discount and capitalized
                           research and development costs.

         (c) Section 1.05 shall be amended by adding "or any other Alternative
Currency" at the end thereof.

         (d) A new Section 1.06 shall be added as follows:

                  SECTION 1.06. ADDITIONAL ALTERNATIVE CURRENCIES. The Borrowers
         may from time to time request that Letters of Credit be issued in a
         currency other than those specifically listed in the definition of
         "Alternative Currency;" provided that such requested currency is a
         lawful currency that is readily available and freely transferable and
         convertible into U.S. dollars. Such request shall be subject to the
         approval of the Administrative Agent and the Applicable Issuing Bank.
         Any such request shall be made to the Administrative Agent not later
         than 11:00 a.m., ten Business Days prior to the date of the requested
         Letter of Credit (or such other time or date as may be agreed by the
         Administrative Agent and the Applicable Issuing Bank, in its or their
         sole discretion). The Administrative Agent shall promptly notify the
         Applicable Issuing Bank thereof. The Applicable Issuing Bank shall
         notify the Administrative Agent, not later than 11:00 a.m., five
         Business Days after receipt of such request whether it consents, in its
         sole discretion, to the issuance of Letters of Credit, as the case may
         be, in such requested currency. Any failure by the Applicable Issuing
         Bank to respond to such request within the time period specified in the
         preceding sentence shall be deemed to be a refusal by such Issuing Bank
         to issue the requested Letters of Credit in such requested currency at
         that time. If the Administrative Agent and the Applicable Issuing Bank
         consent to the issuance of Letters of Credit in such requested
         currency, the Administrative Agent shall so notify the Borrowers and
         such currency shall thereupon be deemed for all purposes to be an
         Alternative Currency hereunder for purposes of any Letter of Credit
         issuances. If the Administrative Agent shall fail to obtain consent to
         any request for an additional currency under this Section 1.06, the
         Administrative Agent shall promptly so notify the Borrowers.

         (e) Section 2.09(d) shall be deleted in its entirety.

         (f) Section 2.20(a) shall be amended by deleting subsection (iv)
thereof and replacing it in its entirety with "(iv) [intentionally omitted]";

         (g) Section 2.21 shall be amended as follows:



                                      -4-
<PAGE>


                  (i) Subsection (a) thereof shall be amended by adding
         "denominated in U.S. dollars, Canadian dollars, or in one or more
         Alternative Currencies" after "Letter of Credit" in the second line
         thereof;

                  (ii) The first sentence of subsection (b) thereof shall be
         replaced in its entirety as follows:

         In order to request the issuance of a Letter of Credit denominated in
         dollars, Canadian dollars or an Alternative Currency (or to amend,
         renew or extend an existing Letter of Credit issued in dollars,
         Canadian dollars or an Alternative Currency), the applicable Borrower
         shall hand deliver or fax to the Applicable Issuing Bank and the
         Administrative Agent (reasonably in advance of the requested date of
         issuance, amendment, renewal or extension) a notice requesting the
         issuance of a Letter of Credit, or identifying the Letter of Credit to
         be amended, renewed or extended, the date of issuance, amendment,
         renewal or extension, the date on which such Letter of Credit is to
         expire (which shall comply with paragraph (c) below), the amount and
         currency of such Letter of Credit, the name and address of the
         beneficiary thereof and such other information as shall be necessary to
         prepare such Letter of Credit. In order to request the issuance of a
         Letter of Credit in a currency other than those specifically listed in
         the definition of "Alternative Currency", the applicable Borrower shall
         follow the procedures set forth in Section 1.06 hereof.

                  (iii) Subsection (c) thereof shall be amended in its entirety
         as follows:

                           (c) Expiration Date. Each Letter of Credit shall have
                  an expiration date not later than the earlier of three years
                  after the date of the issuance of such Letter of Credit and
                  the date that is 12 months after the Maturity Date; provided
                  that 90 days prior to the Maturity Date the Borrowers shall
                  deposit in an account with the U.S. Collateral Agent or the
                  Canadian Collateral Agent, as the case may be, for the benefit
                  of the U.S. Lenders or Canadian Lenders, as the case may be,
                  an amount in cash equal to at least 105% of the U.S. L/C
                  Exposure or the Canadian L/C Exposure, respectively, as of
                  such date. Such deposit shall be held by the U.S. Collateral
                  Agent or the Canadian Collateral Agent, as the case may be, as
                  collateral for the payment and performance of the Obligations.
                  Such Collateral Agent shall have exclusive dominion and
                  control, including the exclusive right of withdrawal, over
                  such account. Other than any interest earned on the investment
                  of such deposits in Permitted Investments, which investments
                  shall be made at the option and sole discretion of such
                  Collateral Agent, such deposits shall not bear interest.
                  Interest or profits, if any, on such investments shall
                  accumulate in such account. Moneys in such account shall (i)
                  automatically be applied by the Applicable Administrative
                  Agent to reimburse the Applicable Issuing Bank for L/C
                  Disbursements for which it has not been reimbursed, (ii) be
                  held for the satisfaction of the reimbursement obligations of
                  the applicable Borrower for the U.S. L/C Exposure or the
                  Canadian L/C Exposure, as



                                      -5-
<PAGE>


                  applicable, at such time, (iii) if the maturity of the Loans
                  has been accelerated, be applied to satisfy the Obligations
                  and (iv) provided that no Event of Default has occurred and is
                  continuing, be released to the Borrowers to the extent that
                  the funds on deposit exceed 105% of the U.S. L/C Exposure or
                  the Canadian L/C Exposure, respectively.

         (h) Section 2.23 is deleted in its entirety;

         (i) Section 3.23 is deleted in its entirety;

         (j) Section 5.04(c) is deleted in its entirety and replaced with
"[Intentionally omitted]";

         (k) Section 5.04(f) is deleted in its entirety and replaced with
"[Intentionally omitted]";

         (l) Section 5.09 is amended by (i) replacing each occurrence therein of
"including real and other properties" with "including properties other than real
properties" and (ii) deleting the second to last sentence thereof;

         (m) Section 6.01 shall be amended as follows:

                  (i) Subsection (j) thereof shall be amended by replacing "10%
         of the U.S. Borrower's Consolidated Net Worth calculated on the date of
         incurrence as of the most recent fiscal quarter for which financial
         statements are available" with "$200,000,000"; and

                  (ii) Subsection (k) thereof shall be amended by replacing "5%"
         with "10%";

         (n) Section 6.02(m) shall be amended by replacing "U.S.$2,500,000" with
"U.S.$20,000,000";

         (o) Section 6.04 shall be amended as follows:

                  (i) Subsection (i) thereof shall be amended by replacing (A)
         "2.0 to 1.0" with "2.5 to 1.0" and (B) "10%" with "15%"; and

                  (ii) Subsection (l) thereof shall be amended by replacing
         "U.S.$10,000,000" with "the greater of (i) U.S.$50,000,000 at any time
         outstanding or (ii) 15% of the U.S. Borrower's Tangible Net Worth
         calculated on the date of such investment, loan or advance as of the
         most recent fiscal quarter for which financial statements are
         available";

         (p) Section 6.05(b) shall be amended by replacing "5%" with "10%";

         (q) Section 6.06(a)(iii) shall be amended in its entirety as follows:

                  (iii) so long as no Event of Default or Default shall have
                  occurred and be continuing or result therefrom and so long as
                  U.S.$10,000,000 of the Total



                                      -6-
<PAGE>


                  Commitment is unused and available, the U.S. Borrower and,
                  with respect to the Exchangeable Shares, PTI Holdco (with
                  funds advanced by the U.S. Borrower) may (A) if the Leverage
                  Ratio is less than 2.5 to 1.0 both before and after giving pro
                  forma effect to such Restricted Payment, make Restricted
                  Payments in any amount; (B) if the Leverage Ratio is greater
                  than or equal to 2.5 to 1.0 both before and after giving pro
                  forma effect to such Restricted Payment, make Restricted
                  Payments in an aggregate amount of the excess of (x)
                  U.S.$20,000,000 over (y) the aggregate amount expended to
                  prepay, purchase or otherwise retire or acquire for value
                  Subordinated Indebtedness prior to the stated maturity thereof
                  (the "Permitted Amount"); and (C) if the Leverage Ratio is
                  less than 2.5 to 1.0 before but greater than or equal to 2.5
                  to 1.0 after giving pro forma effect to such Restricted
                  Payment, then to the extent that such Restricted Payment
                  results in the Leverage Ratio being greater than or equal to
                  2.5 to 1.0, make Restricted Payments in an aggregate amount of
                  the Permitted Amount until the Leverage Ratio is less than 2.5
                  to 1.0 as of the end of any fiscal quarter, and thereafter
                  subsection (A) above shall apply.

         (r) Section 6.10 shall be amended in its entirety as follows:

                  SECTION 6.10. INTEREST COVERAGE RATIO. Permit the Interest
         Coverage Ratio for any period of four consecutive fiscal quarters of
         the U.S. Borrower, in each case taken as one accounting period, to be
         less than 3.0 to 1.0.

         (s) Section 9.04(b) shall be amended by deleting "and" before
subsection (iii) thereof and adding the following new subsection (iv):

                  and (iv) any Lender making such an assignment may assign any
                  percentage of a Class of Loans and its Commitments related
                  thereto without respect to the percentage assigned, if any, of
                  any other Class of Loans and related Commitments.

         (t) A new Section 9.18 is hereby added as follows:

                  SECTION 9.18. RELEASE OF COLLATERAL. Notwithstanding anything
         herein or in any Loan Document to the contrary, if (a) all Commitments
         have expired or been terminated; (b) all Obligations except for
         obligations under Letters of Credit have been paid; and (c) all
         outstanding Letters of Credit have been cash collateralized pursuant to
         the terms of Section 2.21(c), then the U.S. Collateral Agent and the
         Canadian Collateral Agent, as the case may be, shall cause all Liens on
         all Collateral (except for Liens on the cash collateral posted pursuant
         to Section 2.21(c)) to be released.

         (u) Schedule 2.01 to the Credit Agreement shall be amended in its
entirety with Schedule 2.01 attached to this Amendment.



                                      -7-
<PAGE>


         (v) Exhibit I to the Credit Agreement shall be amended in its entirety
with Exhibit I attached to this Amendment.

         Section 3. Representations and Warranties. The Borrowers represent and
warrant to the Administrative Agent 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 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, 2003; and

         (d) (i) the execution, delivery, and performance of this Amendment are
within the corporate power and authority of the Borrowers and have been duly
authorized by appropriate proceedings, and (ii) this Amendment 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 Amendment shall become effective, and
the Credit Agreement shall be amended as provided in this Amendment, upon the
occurrence of the following conditions precedent:

         (a) the Agents shall have received, on behalf of themselves, the
Lenders and the Issuing Banks;

                  (i) duly and validly executed originals of this Amendment to
         the Administrative Agent;

                  (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, in each case (1) dated the
         date of this Amendment, (2) addressed to the Issuing Banks, the
         Administrative Agents and the Lenders, and (3) covering such matters
         relating to the Loan Documents as the Administrative Agent shall
         reasonably request;



                                      -8-
<PAGE>


                  (iv) a certificate as to the good standing or tax status of
         each Loan Party as of a recent date, from the Secretary of State or
         other relevant Governmental Authority of the state or jurisdiction of
         its organization;

                  (v) a certificate of the Secretary or Assistant Secretary of
         each Loan Party dated the date of this Amendment and certifying (A)
         that that there have been no changes to the organizational documents of
         such Loan Party since the Closing Date or attaching such amendments,
         (B) 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 Amendment 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, and (C) as to the incumbency and specimen
         signature of each officer executing this Amendment or any Loan Document
         or any other document delivered in connection herewith on behalf of
         such Loan Party;

                  (vi) a certificate, dated the date of this Amendment and
         signed by a Financial Officer of the U.S. Borrower, confirming
         compliance with Section 3(a), (b) and (c) of this Amendment;

                  (vii) each document (including each financing statement)
         required by law or reasonably requested any Collateral Agent to be
         filed, registered or recorded in order to create in favor of the
         Applicable Collateral Agent for the benefit of the Secured Parties a
         valid, legal and perfected first-priority security interest in and lien
         on the Collateral (subject to any Lien expressly permitted by Section
         6.02) described in such agreement shall have been delivered to the
         Applicable Collateral Agent; and

                  (viii) such other documents, governmental certificates,
         agreements, and lien searches as any Lender or any Agent may reasonably
         request;

         (b) 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; and

         (c) all requisite Governmental Authorities and third parties shall have
approved or consented to the transactions contemplated hereby to the extent
required and there shall be no litigation, governmental or judicial action,
actual or threatened, that could reasonably be expected to restrain, prevent or
impose burdensome conditions on the transactions contemplated hereby.

         Section 5. Reaffirmation of Guaranty and Liens.

         (a) Each Subsidiary of the U.S. Borrower 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 Guaranty that it may have, and agrees that according to its
terms such Guarantee will continue in full force and effect to guaranty the
Obligations under the



                                      -9-
<PAGE>


Loan Documents, as the same may be amended, supplemented, or otherwise modified,
and such other amounts in accordance with the terms of such Guaranty.

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

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

         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 nothing
herein shall act as a waiver of any of the Administrative Agent's or Lenders'
rights 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 governed by and
construed and enforced in accordance with the laws of the State of Texas.

         Section 8. Counterparts. 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 shall be as effective
as delivery of a manually signed counterpart of this Amendment.


         [The remainder of this page has been left blank intentionally.]



                                      -10-
<PAGE>


         EXECUTED to be effective as of the date first above written.

                                         BORROWER:


                                         OIL STATES INTERNATIONAL, INC.

                                         by
                                             -----------------------------------
                                             Name:  Cindy B. Taylor
                                             Title: Senior Vice President & CFO


                                         PTI GROUP INC.

                                         by
                                             -----------------------------------
                                             Name:  Mark Menard
                                             Title: CFO and Treasurer


                                         A - Z TERMINAL CORPORATION
                                         GENERAL MARINE LEASING, LLC
                                         HWC ENERGY SERVICES, INC.
                                         HWC LIMITED
                                         HYDRAULIC WELL CONTROL, LLC
                                         OIL STATES MANAGEMENT, INC.
                                         SOONER HOLDING COMPANY
                                         SOONER INC.
                                         SOONER PIPE GP, L.L.C.,
                                             By:     Sooner, Inc.
                                                     its sole member
                                         SOONER PIPE LP, L.L.C., by its Manager
                                         CAPSTAR DRILLING, L.P.
                                         CAPSTAR DRILLING GP, L.L.C.
                                             By:     HWC Energy Services, Inc.
                                                     its sole member
                                         SPECIALTY RENTAL TOOLS & Supply, L.P.
                                             By:     HWC Energy Services, Inc.
                                                     its general partner

                                         each by

                                             -----------------------------------
                                             Name:  Cindy B. Taylor
                                             Title: Senior Vice President



                        Signature Page to Amendment No. 1
                        (Oil States International, Inc.)



<PAGE>


                                         OIL STATES SKAGIT SMATCO, LLC
                                         OIL STATES INDUSTRIES, INC.

                                         each by

                                             -----------------------------------
                                             Name:  Robert W. Hampton
                                             Title: Vice President and Assistant
                                                    Secretary


                                         CAPSTAR DRILLING LP, L.L.C.

                                         by
                                             -----------------------------------
                                             Name:  Gilbert B. Warren
                                             Title: President


                                         CROWN CAMP SERVICES, INC.
                                         PTI INTERNATIONAL INC.
                                         PTI PREMIUM CAMP SERVICES LTD.
                                         TRAVCO INDUSTRIAL HOUSING LTD.
                                         CROWN CAMP SERVICES LTD.
                                         PTI CAMP INSTALLATIONS LTD.
                                         PTI INTERNATIONAL LTD.
                                         892493 ALBERTA INC.

                                         each by

                                             -----------------------------------
                                             Name:  Mark Menard
                                             Title: Chief Financial Officer and
                                                    Treasurer



                        Signature Page to Amendment No. 1
                        (Oil States International, Inc.)



<PAGE>


                                         WELLS FARGO BANK, N.A., as a U.S.
                                         Lender and Administrative Agent



                                         by
                                             -----------------------------------
                                             Name:  Eric Hollingsworth
                                             Title: Vice President



                        Signature Page to Amendment No. 1
                        (Oil States International, Inc.)



<PAGE>


                                         THE BANK OF NOVA SCOTIA, as a Canadian
                                         Lender and as Canadian Administrative
                                         Agent,


                                         by
                                             -----------------------------------
                                             Name:
                                             Title:



                        Signature Page to Amendment No. 1
                        (Oil States International, Inc.)



<PAGE>


                                         SCOTIABANC INC., as a U.S. Lender



                                         by
                                             -----------------------------------
                                             Name:
                                             Title:



                        Signature Page to Amendment No. 1
                        (Oil States International, Inc.)



<PAGE>


                                         HIBERNIA NATIONAL BANK, as a U.S.
                                         Lender


                                         by
                                             -----------------------------------
                                             Name:
                                             Title:



                        Signature Page to Amendment No. 1
                        (Oil States International, Inc.)



<PAGE>


                                         ROYAL BANK OF CANADA, as a U.S. Lender


                                         by
                                             -----------------------------------
                                             Name:
                                             Title:



                        Signature Page to Amendment No. 1
                        (Oil States International, Inc.)



<PAGE>


                                         ROYAL BANK OF CANADA, as a Canadian
                                         Lender


                                         by
                                             -----------------------------------
                                             Name:
                                             Title:



                        Signature Page to Amendment No. 1
                        (Oil States International, Inc.)



<PAGE>


                                         JPMORGAN CHASE BANK, N.A., as a U.S.
                                         Lender and a Canadian Lender

                                         by
                                             -----------------------------------
                                             Name:
                                             Title:



                        Signature Page to Amendment No. 1
                        (Oil States International, Inc.)



<PAGE>


                                         CALYON NEW YORK BRANCH, as a U.S.
                                         Lender

                                         by
                                             -----------------------------------
                                             Name:
                                             Title:

                                         by
                                             -----------------------------------
                                             Name:
                                             Title:



                        Signature Page to Amendment No. 1
                        (Oil States International, Inc.)



<PAGE>


                                         CREDIT SUISSE FIRST BOSTON, ACTING
                                         THROUGH ITS CAYMAN ISLANDS BRANCH, as
                                         a U.S. Lender

                                         by
                                             -----------------------------------
                                             Name:
                                             Title:


                                         by
                                             -----------------------------------
                                             Name:
                                             Title:



                        Signature Page to Amendment No. 1
                        (Oil States International, Inc.)



<PAGE>


                                         CREDIT SUISSE FIRST BOSTON TORONTO
                                         BRANCH, as a Canadian Lender

                                         by
                                             -----------------------------------
                                             Name:
                                             Title:


                                         by
                                             -----------------------------------
                                             Name:
                                             Title:



                        Signature Page to Amendment No. 1
                        (Oil States International, Inc.)



<PAGE>


                                         THE TORONTO-DOMINION BANK, as a U.S.
                                         Lender


                                         by
                                             -----------------------------------
                                             Name:
                                             Title:



                        Signature Page to Amendment No. 1
                        (Oil States International, Inc.)



<PAGE>


                                         THE TORONTO-DOMINION BANK, as a
                                         Canadian Lender


                                         by
                                             -----------------------------------
                                             Name:
                                             Title:



                        Signature Page to Amendment No. 1
                        (Oil States International, Inc.)



<PAGE>


                                         SOUTHWEST BANK OF TEXAS, N.A., as a
                                         U.S. Lender

                                         by
                                             -----------------------------------
                                             Name:
                                             Title:



                        Signature Page to Amendment No. 1
                        (Oil States International, Inc.)



<PAGE>


                                         BANK OF SCOTLAND, as a U.S. Lender

                                         by
                                             -----------------------------------
                                             Name:
                                             Title:



                        Signature Page to Amendment No. 1
                        (Oil States International, Inc.)



<PAGE>


                                         BARCLAYS BANK PLC, as a U.S. Lender

                                         by
                                             -----------------------------------
                                             Name:
                                             Title:



                        Signature Page to Amendment No. 1
                        (Oil States International, Inc.)



<PAGE>


                                  SCHEDULE 2.01

                             LENDERS AND COMMITMENTS


                                   COMMITMENTS

<Table>
<Caption>
                                                       U.S.                  Canadian                  Total
            Bank                                    Commitment              Commitment              Commitment
-------------------------------                     ----------              ----------              ----------
<S>                                                <C>                     <C>                      <C>
Wells Fargo Bank, N.A.                             $50,000,000                      $0              $50,000,000
Royal Bank of Canada                               $22,750,000             $10,000,000              $32,750,000
Hibernia National Bank                             $32,750,000                      $0              $32,750,000
JPMorgan Chase Bank, N.A.                          $22,750,000             $10,000,000              $32,750,000
Calyon New York Branch                             $32,750,000                      $0              $32,750,000
The Bank of Nova Scotia                                     $0             $10,000,000              $10,000,000
Scotiabanc Inc.                                    $14,000,000                      $0              $14,000,000
Credit Suisse First Boston                         $19,000,000              $5,000,000              $24,000,000
Southwest Bank of Texas, N.A.                      $24,000,000                      $0              $24,000,000
The Toronto-Dominion Bank                          $14,000,000             $10,000,000              $24,000,000
Bank of Scotland                                   $24,000,000                      $0              $24,000,000
Barclays Bank PLC                                  $24,000,000                      $0              $24,000,000
TOTAL                                             $280,000,000             $45,000,000             $325,000,000
</Table>



<PAGE>


                                                                       EXHIBIT I

                                    [Form of]

                             COMPLIANCE CERTIFICATE

         The undersigned, on behalf of the U.S. Borrower, hereby certifies and
warrants that [ ] is a Financial Officer of the U.S. Borrower and that, as such,
he or she is authorized to execute this certificate for and on behalf of the
U.S. Borrower. Except as otherwise disclosed to the Administrative Agent in
writing pursuant to the Credit Agreement, to the best knowledge of the
undersigned, at no time during the period from [ ] through [ ] (the "Certificate
Period") did a Default or an Event of Default exist.


<Table>
<Caption>
                              Covenant                                 Maximum/Minimum                Actual
                              --------                                 ---------------                ------
<S>                                                                    <C>                            <C>
    (a)  In accordance with the covenant set forth in                      Maximum
         Section 6.05(b) of the Credit Agreement, the fair
         market value of all assets sold, transferred, leased            $_________ (1)                $[ ]
         or disposed of pursuant to Section 6.05(b) from and
         including the Closing Date through and including the
         last day of the Certificate Period in the aggregate
         was:

    (b)  In accordance with the covenant set forth in                      Maximum
         Section 6.06(a)(ii) of the Credit Agreement, in the
         most recent fiscal year, the aggregate amount of               U.S.$5,000,000                 $[ ]
         Equity Interests repurchased from, and payments made
         to, employees of the U.S. Borrower or a Canadian
         Subsidiary as permitted by Section 6.06(a)(ii).

    (c)  In accordance with the covenant set forth in                      Maximum
         Section 6.06(a)(iii) of the Credit Agreement, the
         aggregate amount of Restricted Payments made by the             $__________(2)                $[ ]
         U.S. Borrower and PTI Holdco in the most recent fiscal
         year was:

    (d)  In accordance with the covenant set forth in                      Minimum
         Section 6.10 of the Credit Agreement, the Interest
         Coverage Ratio of the U.S. Borrower, for previous four          3.00 to 1.00                  [ ]
         consecutive fiscal quarters (taken as one accounting
         period), was:
</Table>


----------

         (1) This figure should be equal to 10% of Consolidated Net Worth
calculated on the date of incurrence as of the most recent fiscal quarter for
which financial statements are available in the aggregate.

         (2) If the Leverage Ratio is greater than 2.5 to 1.0, this figure
should not exceed the excess of (x) $20,000,000 over (y) the aggregate amount
expended in such fiscal year to prepay, purchase or otherwise retire or acquire
for value Subordinated Indebtedness prior to the stated maturity thereof.



                              Exhibit I Page -29-
<PAGE>


<Table>
<S>                                                                     <C>                            <C>
    (e)  In accordance with the covenant set forth in                      Maximum
         Section 6.11 of the Credit Agreement, the Leverage
         Ratio, as of the last day of the Certificate Period,            3.00 to 1.00                  [ ]
         was:

    (f)  In accordance with the covenant set forth in                      Minimum
         Section 6.12 of the Credit Agreement, the Consolidated
         Net Worth as of the last day of the Certificate Period                                        [ ]
         was:                                                           $____________(3)
</Table>



         A calculation sheet reflecting the above-computations is attached
hereto as Schedule 1.

         IN WITNESS WHEREOF, the undersigned has executed and delivered this
certificate, this ____ day of [       ], [    ].


                                         OIL STATES INTERNATIONAL, INC.,


                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:


----------

         (3) This figure should be equal to the sum of (A) 85% of Consolidated
Net Worth as of September 30, 2003, plus (B) 50% of Consolidated Net Income (if
positive) for the U.S. Borrower and the Subsidiaries for each fiscal quarter
ending after the Closing Date and on or prior to the date as to which the
compliance with Section 6.12 of the Credit Agreement is being determined, plus
(c) 75% of the Net Cash Proceeds from any Equity Issuance.



                              Exhibit I Page -30-
<PAGE>


                                                                      SCHEDULE 1
                                                                              to
                                                                       EXHIBIT I



                                CALCULATION SHEET



                              Exhibit I Page -31-