-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SIHzBLhUjelfzJy2ZDFGWC9QBGxrJGFLfdSJUes2uXbydMq8FI89RSadLP0J8rsQ vaEKXZfoidmIOBH1rmvsIg== 0000899243-96-001135.txt : 19960826 0000899243-96-001135.hdr.sgml : 19960826 ACCESSION NUMBER: 0000899243-96-001135 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960822 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960823 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COOPER CAMERON CORP CENTRAL INDEX KEY: 0000941548 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 760451843 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-90288 FILM NUMBER: 96619480 BUSINESS ADDRESS: STREET 1: 515 POST OAK BLVD STREET 2: STE 1200 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7135133322 MAIL ADDRESS: STREET 1: 515 POST OAK BOULEVARD CITY: HOUSTON STATE: TX ZIP: 77027 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 22, 1996 ----------------------- Cooper Cameron Corporation - ------------------------------------------------------------------------ (Exact Name of Registrant as Specified in Charter) Delaware - ------------------------------------------------------------------------ (State or Other Jurisdiction of Incorporation) 1-13884 76-0451843 - ----------------------------- --------------------------------- (Commission File Number) (IRS Employer Identification No.) 515 Post Oak Boulevard, Suite 1200, Houston, Texas 77027 - ------------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (713) 513-3300 ----------------- Not Applicable - ------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. On August 22, 1996, Cooper Cameron Corporation (the "Company"), Cooper Industries, Inc. ("Cooper") and Salomon Brothers Inc entered into an underwriting agreement with respect to the 3,551,000 shares of Company Common Stock previously registered for sale under the Securities Act of 1933 (Registration Statement No. 333-8589) by Cooper, but which remained unsold at the date hereof (see Exhibit 1.1). Additional information concerning the underwriting agreement which supplements the plan of distribution included in the Registration Statement as it became effective is to be included in a prospectus supplement to be filed on the date hereof pursuant to Rules 415 and 424(b)3. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 1.1 Underwriting Agreement dated August 22, 1996 among Salomon Brothers Inc, Cooper Industries, Inc. and the Company. 10.1 First Amendment dated June 19, 1996 to Credit Agreement among the Company, certain subsidiaries, First National Bank of Chicago, as Agent, and certain other lenders named therein. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COOPER CAMERON CORPORATION By: /s/ Franklin Myers ----------------------- Franklin Myers Senior Vice President and General Counsel Date: August 22, 1996 3 EXHIBIT INDEX
Sequentially Exhibit No. Numbered Page - ------------- ------------- 1.1 Underwriting Agreement dated August 22, 1996 among Salomon Brothers Inc, Cooper Industries, Inc. and the Company. 5 10.1 First Amendment dated June 21, 1996 to Credit Agreement among the Company, certain subsidiaries, First National Bank of Chicago, as Agent, and certain other lenders named therein.
4 EX-1.1 2 UNDERWRITING AGREEMENT EXHIBIT 1.1 Cooper Cameron Corporation Underwriting Agreement New York, New York To the Representatives named in Schedule I hereto of the Under- writers named in Schedule II hereto Dear Sirs: Cooper Industries, Inc., an Ohio corporation (the "Selling Stockholder"), proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, the number of shares of Common Stock, $0.01 par value ("Common Stock"), of Cooper Cameron Corporation, a Delaware corporation (the "Company"), set forth in Schedule I hereto (the "Securities"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. 1. Representations and Warranties. ------------------------------- (a) The Company represents and warrants to, and agrees with, each Underwriter and the Selling Stockholder as set forth below in this Section 1. Certain terms used in this Section 1 are defined in subparagraph (a)(iv) hereof. If the offering of the Securities is a Delayed Offering (as specified in Schedule I hereto), subparagraph (a)(i) below is applicable and, if the offering of the Securities is a Non-Delayed Offering (as so specified), subparagraph (a)(ii) below is applicable. (i) The Company meets the requirements for use of Form S-3 under the Securities Act of 1933 (the "Act") and has filed with the Securities and Exchange Commission (the "Commission") a registration statement (the file number of which is set forth in Schedule I hereto) on such Form, including a basic prospectus, for registration under the Act of the offering and sale of the Securities. The Company may have filed one or more amendments thereto, and may have used a Preliminary Final Prospectus, each of which has previously been furnished to you. Such registration statement, as so amended, has become effective. The offering of the Securities is a Delayed Offering and, although the Basic Prospectus may not include all the information with respect to the Securities and the offering thereof required by the Act and the rules thereunder to be included in the Final Prospectus, the Basic Prospectus includes all such information required by the Act and the rules thereunder to be included therein as of the Effective Date. The Company will next file with the Commission pursuant to Rules 415 and 424(b)(2), (3) or (5) a final supplement to the form of prospectus included in such registration statement relating to the Securities and the offering thereof. As filed, such final prospectus supplement shall include all required information with respect to the Securities and the offering thereof and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you and the Selling Stockholder prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Basic Prospectus and any Preliminary Final Prospectus) as the Company has advised you and the Selling Stockholder, prior to the Execution Time, will be included or made therein. (ii) The Company meets the requirements for the use of Form S-3 under the Act and has filed with the Commission a registration statement (the file number of which is set forth in Schedule I hereto) on such Form, including a basic prospectus, for registration under the Act of the offering and sale of the Securities. The Company may have filed one or more amendments thereto, including a Preliminary Final Prospectus, each of which has previously been furnished to you and the Selling Stockholder. The Company will next file with the Commission either (x) a final prospectus supplement relating to the Securities in accordance with Rules 430A and 424(b)(1) or (4), or (y) prior to the effectiveness of such registration statement, an amendment to such registration statement, including the form of final prospectus supplement. In the case of clause (x), the Company has included in such registration statement, as amended at the Effective Date, all information (other than Rule 430A Information) required by the Act and the rules thereunder to be included in the Final Prospectus with respect to the Securities and the offering thereof. As filed, such final prospectus supplement or such amendment and form of final prospectus supplement shall contain all Rule 430A Information, together with all other such required information, with respect to the Securities and the offering thereof and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you and the Selling Stockholder prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Basic Prospectus and any Preliminary Final Prospectus) as the Company has advised you and the Selling Stockholder, prior to the Execution Time, will be included or made therein. (iii) On the Effective Date, the Registration Statement did or will, and when the Final Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act and the Securities Exchange Act of 1934 (the "Exchange Act") and the respective rules thereunder; on the Effective Date, the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and, on the Effective Date, the Final Prospectus, if not filed pursuant to Rule 424(b), did not or will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the -------- ------- Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto). (iv) The terms which follow, when used in this Agreement, shall have the meanings indicated. The term "the Effective Date" shall mean each date that the Registration Statement and any post-effective amendment or amendments thereto became or become effective and each date after the date hereof on which a document incorporated by reference in the Registration Statement is filed. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Basic Prospectus" shall mean the prospectus referred to in paragraph (a) above contained in the Registration Statement at the Effective Date including, in the case of a Non-Delayed Offering, any Preliminary Final Prospectus. "Preliminary Final Prospectus" shall mean any preliminary prospectus supplement to the Basic Prospectus which describes the Securities and the offering thereof and is used prior to filing of the Final Prospectus. "Final Prospectus" shall mean the prospectus supplement relating to the Securities that is first filed pursuant to Rule 424(b) after the Execution Time, together with the Basic Prospectus or, if, in the case of a Non- Delayed Offering, no filing pursuant to Rule 424(b) is required, shall mean the form of final prospectus relating to the Securities, including the Basic Prospectus, included in the Registration Statement at the Effective Date. "Registration Statement" shall mean the registration statement referred to in paragraph (a) above, including incorporated documents, exhibits and financial statements, as amended at the Execution Time (or, if not effective at the Execution Time), in the form in which it shall become effective) and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date (as hereinafter defined), shall also mean such registration statement as so amended. Such term shall include any Rule 430A Information deemed to be included therein at the Effective Date as provided by Rule 430A. If the Company files a registration statement to register a portion of the Securities and relies on Rule 462(b) for such registration statement to become effective upon filing with the Commission (the "Rule 462 Registration Statement"), then any reference to the "Registration Statement" shall be deemed to refer to both the registration statement referred to above (and identified on Schedule I hereto) and the Rule 462 Registration Statement, in each case as amended from time to time. "Rule 415", "Rule 424", "Rule 430A", "Rule 462" and "Regulation S-K" refer to such rules or regulation under the Act. "Rule 430A Information" means information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A. Any reference herein to the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. A "Non-Delayed Offering" shall mean an offering of securities which is intended to commence promptly after the effective date of a registration statement, with the result that, pursuant to Rules 415 and 430A, all information (other than Rule 430A Information) with respect to the securities so offered must be included in such registration statement at the effective date thereof. A "Delayed Offering" shall mean an offering of securities pursuant to Rule 415 which does not commence promptly after the effective date of a registration statement, with the result that only information required pursuant to Rule 415 need be included in such registration statement at the effective date thereof with respect to the securities so offered. Whether the offering of the Securities is a Non- Delayed Offering or a Delayed Offering shall be set forth in Schedule I hereto. (b) The Selling Stockholder represents and warrants to, and agrees with, the Company and each Underwriter that: (i) The Selling Stockholder is the lawful owner of the Securities to be sold by the Selling Stockholder hereunder and upon sale and delivery of, and payment for, such Securities, as provided herein, the Selling Stockholder will convey good and marketable title to such Securities, free and clear of all liens, encumbrances, equities and claims whatsoever. (ii) The Selling Stockholder has no reason to believe that the representations and warranties of the Company contained in this Section 1 are not true and correct, is familiar with the Registration Statement and has no knowledge of any material fact, condition or information not disclosed in the Final Prospectus or any supplement thereto which has adversely affected or may adversely affect the business of the Company or any of its subsidiaries; and the sale of Securities by the Selling Stockholder pursuant hereto is not prompted by any information concerning the Company or any of its subsidiaries which is not set forth in the Final Prospectus or any supplement thereto. (iii) The Selling Stockholder has not taken and will not take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities and has not effected any sales of shares of Common Stock which, if effected by the issuer, would be required to be disclosed in response to Item 701 of Regulation S-K. (iv) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by such Selling Stockholder of the transactions contemplated herein, except such as may have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters and such other approvals as have been obtained. (v) Neither the sale of the Securities being sold by such Selling Stockholder nor the consummation of any other of the transactions herein contemplated by such Selling Stockholder or the fulfillment of the terms hereof by such Selling Stockholder will conflict with, result in a breach or violation of, or constitute a default under any law or the charter or by-laws of such Selling Stockholder or the terms of any indenture or other agreement or instrument to which such Selling Stockholder or any of its subsidiaries is a party or bound, or any judgment, order or decree applicable to such Selling Stockholder or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such Selling Stockholder or any of its subsidiaries. In respect of any statements in or omissions from the Registration Statement, the Basic Prospectus or the Final Prospectus or any supplement thereto made in reliance upon and in conformity with information furnished in writing to the Company by the Selling Stockholder specifically for use in connection with the preparation thereof, the Selling Stockholder hereby makes the same representations and warranties to each Underwriter as the Company makes to such Underwriter and the Company under subparagraph (a)(iii) of this Section. 2. Purchase and Sale. Subject to the terms and conditions and in ------------------ reliance upon the representations and warranties herein set forth, the Selling Stockholder agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder, at the purchase price per share on Schedule I, the amount of Securities set forth opposite such Underwriter's name in Schedule II hereto. 3. Delivery and Payment. Delivery of and payment for the Securities --------------------- shall be made on the date and at the time specified in Schedule I hereto (or such later date not later than five business days after such specified date as the Representatives shall designate), which date and time may be postponed by agreement between the Representatives and the Selling Stockholder (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder by wire transfer of immediately available funds to an account designated by the Selling Stockholder at least one full business day in advance of the Closing Date. Delivery of the Securities shall be made at such location as the Representatives shall reasonably designate at least two business days in advance of the Closing Date and payment for the Securities shall be made at the office specified in Schedule I hereto. Certificates for the Securities shall be registered in such names and in such denominations as the Representatives may request not less than one full business day in advance of the Closing Date. The Company and the Selling Stockholder agree to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 p.m. on the business day prior to the Closing Date. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. 4. Agreements. (a) The Company agrees with the several Underwriters ----------- and the Selling Stockholder that: (i) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereto, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus unless the Company has furnished you and the Selling Stockholder a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives and the Selling Stockholder of such timely filing. The Company will promptly advise the Representatives and the Selling Stockholder (A) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective, (B) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424(b), (C) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (D) of any request by the Commission for any amendment of the Registration Statement or supplement to the Final Prospectus or for any additional information, (E) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (F) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (ii) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will (i) prepare and file with the Commission, subject to the second sentence of subparagraph (a)(i) of this Section 4, an amendment or supplement which will correct such statement or omission or effect such compliance and (ii) supply any supplemented Prospectus to you and the Selling Stockholder in such quantities as you and the Selling Stockholder may reasonably request. (iii) As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (iv) The Company will furnish to the Representatives, counsel for the Underwriters and the Selling Stockholder, without charge, copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representatives and the Selling Stockholder may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering. (v) The Company will arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may designate, will maintain such qualifications in effect so long as required for the distribution of the Securities and will pay the fees of the National Association of Securities Dealers, Inc. in connection with its review of the offering. (vi) Until the date set forth on Schedule I hereto, the Company will not, without the prior written consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any other shares of Common Stock or any securities convertible into, or exchangeable for, shares of Common Stock; provided, however, that the Company may issue and sell Common Stock -------- ------- pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time and the Company may issue Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time; provided further, that the Company may issue shares of Common Stock as ---------------- consideration in an acquisition of common stock or assets of another company provided that (i) the aggregate number of shares of Common Stock so -------- issued does not exceed five percent of the number of shares of Common Stock issued and outstanding as of the Execution Date and (ii) any person or entity who receives in excess of twenty percent of the shares of Common Stock issued in any such acquisition confirms in writing in a manner acceptable to the Representatives its agreement to be bound by the terms of this Section 4(a)(vi). (vii) The Company confirms as of the date hereof that it is in compliance with all provisions of Section 1 of Laws of Florida, Chapter 92- 198, An Act Relating to Disclosure of Doing Business with Cuba, and the --------------------------------------------------------- Company further agrees that if it commences engaging in business with the government of Cuba or with any person or affiliate located in Cuba after the date the Registration Statement becomes or has become effective with the Securities and Exchange Commission or with the Florida Department of Banking and Finance (the "Department"), whichever date is later, or if the information reported in the Prospectus, if any, concerning the Company's business with Cuba or with any person or affiliate located in Cuba changes in any material way, the Company will provide the Department notice of such business or change, as appropriate, in a form acceptable to the Department. (b) The Selling Stockholder agrees with the several Underwriters that, until the date set forth on Schedule I hereto, it will not, without the prior written consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any other shares of Common Stock beneficially owned by such person, or any securities convertible into, or exchangeable for, shares of Common Stock, other than shares of Common Stock disposed of as bona fide gifts; provided, however, -------- ------- that the foregoing restriction shall not prevent the sale by the Cooper Industries Foundation of up to 54,000 shares of Common Stock previously transferred to it by the Selling Stockholder. 5. Conditions to the Obligations of the Underwriters. The -------------------------------------------------- obligations of the Underwriters to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholder contained herein as of the Execution Time and the Closing Date, to the accuracy of the statements of the Company and the Selling Stockholder made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholder of their respective obligations hereunder and to the following additional conditions: (a) If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 p.m. New York City time, on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date; if filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Final Prospectus, and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have furnished to the Representatives and the Selling Stockholder the opinion of Franklin Myers, Senior Vice President and General Counsel for the Company, dated the Closing Date, to the effect that: (i) each of the Company, Cooper Turbocompressor, Inc. and Cooper Cameron (U.K.) Limited (individually a "Subsidiary" and collectively the "Subsidiaries") has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own its properties and conduct its business as described in the Final Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business; (ii) all the outstanding shares of capital stock of each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Final Prospectus, all outstanding shares of capital stock of the Subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the knowledge of such counsel, after due inquiry, any other security interests, claims, liens or encumbrances; (iii) the Company's authorized equity capitalization is as set forth in the Final Prospectus; the capital stock of the Company conforms to the description thereof contained in the Final Prospectus; the outstanding shares of Common Stock have been duly and validly authorized and issued and are fully paid and nonassessable; the Securities have been duly and validly authorized and issued and are fully paid and nonassessable; the Securities are fully listed on the New York Stock Exchange; the certificates for the Securities are in valid and sufficient form; and the holders of outstanding shares of capital stock of the Company are not entitled to preemptive rights for the Securities; (iv) to the best knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Final Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Final Prospectus, or to be filed as an exhibit, which is not described or filed as required; and the statements included or incorporated in the Final Prospectus describing any legal proceedings or material contracts or agreements relating to the Company fairly represent the matters described; (v) the Registration Statement has become effective under the Act; any required filing of the Basic Prospectus, any Preliminary Final Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened, and the Registration Statement and the Final Prospectus (other than the financial statements and other financial and statistical information contained therein as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Exchange Act and the respective rules thereunder; and such counsel has no reason to believe that at the Effective Date the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Final Prospectus includes any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (vi) this Agreement has been duly authorized, executed and delivered by the Company; (vii) no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated herein, except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters and such other approvals (specified in such opinion) as have been obtained; (viii) neither the sale of the Securities, nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or constitute a default under any law or the charter or by-laws of the Company or the terms of any indenture or other agreement or instrument known to such counsel and to which the Company or any of its subsidiaries is a party or bound or any judgment, order or decree known to such counsel to be applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company or any of its subsidiaries; and (ix) other than the Selling Stockholder, no holders of securities of the Company have rights to the registration of such securities under the Registration Statement. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Texas, the General Corporation Law of the State of Delaware or the laws of the United States, to the extent deemed proper and specified in such opinion, upon the opinion of other counsel of good standing believed to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) include any supplements thereto at the Closing Date. (c) The Company shall have furnished to the Representatives and the Selling Stockholder the opinion of Porter & Hedges, L.L.P, counsel for the Company, dated the Closing Date, to the effect that the Registration Statement has become effective under the Act; any required filing of the Basic Prospectus, any Preliminary Final Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened, and the Registration Statement and the Final Prospectus (other than the financial statements and other financial and statistical information contained therein as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Exchange Act and the respective rules thereunder; and such counsel has no reason to believe that at the Effective Date the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Final Prospectus includes any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) The Selling Stockholder shall have furnished to the Representatives the opinion of Diane K. Schumacher, General Counsel for the Selling Stockholder, dated the Closing Date, to the effect that: (i) this Agreement has been duly authorized, executed and delivered by the Selling Stockholder and the Selling Stockholder has full legal right and authority to sell, transfer and deliver in the manner provided in this Agreement the Securities being sold by the Selling Stockholder hereunder; (ii) the delivery by the Selling Stockholder to the several Underwriters of certificates for the Securities being sold hereunder by the Selling Stockholder against payment therefor as provided herein, will pass good and marketable title to such Securities to the several Underwriters, free and clear of all liens, encumbrances, equities and claims whatsoever; (iii) no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by the Selling Stockholder of the transactions contemplated herein, except such as may have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters and such other approvals (specified in such opinion) as have been obtained; and (iv) neither the sale of the Securities being sold by the Selling Stockholder nor the consummation of any other of the transactions herein contemplated by the Selling Stockholder or the fulfillment of the terms hereof by the Selling Stockholder will conflict with, result in a breach or violation of, or constitute a default under any law or the charter or by-laws of the Selling Stockholder or the terms of any indenture or other agreement or instrument known to such counsel and to which the Selling Stockholder or any of its subsidiaries is a party or bound, or any judgment, order or decree known to such counsel to be applicable to the Selling Stockholder or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder or any of its subsidiaries. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the States of Ohio and Texas or the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters, and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Selling Stockholder and public officials. (e) The Representatives shall have received from Cravath, Swaine & Moore, counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Securities, the Registration Statement, the Final Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (f) The Company shall have furnished to the Representatives and the Selling Stockholder a certificate of the Company, signed by the Chairman of the Board or the President and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Final Prospectus, any supplement to the Final Prospectus and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Final Prospectus (exclusive of any supplement thereto), there has been no material adverse change in the condition (financial or other), earnings, business or properties of the Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Final Prospectus (exclusive of any supplement thereto). (g) The Selling Stockholder shall have furnished to the Company and the Representatives a certificate, signed by its President, Senior Vice President, Finance or Senior Vice President, General Counsel and Secretary and its Treasurer or Assistant Treasurer dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus, any supplement to the Prospectus and this Agreement and that the representations and warranties of the Selling Stockholder in this Agreement are true and correct in all material respects on and as of the Closing Date to the same effect as if made on the Closing Date. (h) At the Closing Date, Ernst & Young LLP shall have furnished to the Representatives and the Selling Stockholder a letter or letters (which may refer to letters previously delivered to one or more of the Representatives), dated as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder and that they have performed a review of the unaudited interim financial information for the three-month period ended March 31, 1996, and the six-month period ended and as of June 30, 1996, in accordance with Statement on Accounting Matters No. 71 and stating in effect that: (i) in their opinion the audited financial statements and financial statement schedules included or incorporated in the Registration Statement and the Final Prospectus and reported on by them comply in form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Company and its subsidiaries; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and audit and compensation committees of the Company; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its subsidiaries as to transactions and events subsequent to the date of the most recent audited financial statements in or incorporated in the Final Prospectus, nothing came to their attention which caused them to believe that: (1) any unaudited financial statements included or incorporated in the Registration Statement and the Final Prospectus do not comply in form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect to financial statements included or incorporated in quarterly reports on Form 10-Q under the Exchange Act; and said unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated in the Registration Statement and the Final Prospectus; or (2) with respect to the period subsequent to the date of the most recent financial statements (other than any capsule information), audited or unaudited, in or incorporated in the Registration Statement and the Final Prospectus, there were any changes, at a specified date not more than five business days prior to the date of the letter, in the Long-term debt of the Company or Other long-term liabilities of the Company or decreases in the Total stockholders' equity/net assets of the Company as compared with the amounts shown on the most recent consolidated balance sheet included or incorporated in the Registration Statement and the Final Prospectus, or for the period from the date of the most recent financial statements included or incorporated in the Registration Statement and the Final Prospectus to such specified date there were any decreases, as compared with the corresponding period in the preceding year in Revenues of the Company, in Income (loss) before income taxes of the Company or in total or per share amounts of Net income (loss) of the Company, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives. (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth in the Registration Statement and the Final Prospectus, including the information included or incorporated in Items 1, 2, 3, 6, 7, 11, 12 and 13 of the Company's Annual Report on Form 10-K, incorporated in the Registration Statement and the Prospectus, and the information included in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included or incorporated in the Company's Quarterly Reports on Form 10-Q, incorporated in the Registration Statement and the Final Prospectus, agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation. References to the Final Prospectus in this paragraph (h) include any supplement thereto at the date of the letter. (i) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (h) of this Section 5 or (ii) any change, or any development involving a prospective change, in or affecting the business or properties of the Company and its subsidiaries the effect of which, in any case referred to in clause (i) or (ii) above, is, in the judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto). (j) On or prior to the Execution Time, the New York Stock Exchange shall, if required, have approved the Underwriters' participation in the distribution of the Securities to be sold by the Selling Stockholder. (k) Prior to the Closing Date, the Company and the Selling Stockholder shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request. If any of the conditions specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company and the Selling Stockholder in writing or by telephone or telegraph confirmed in writing. The documents required to be delivered by this Section 5 shall be delivered at the office of Cravath, Swaine & Moore, counsel for the Underwriters, at Worldwide Plaza, 825 Eighth Avenue, New York, New York, on the Closing Date. 6. Reimbursement of Underwriters' Expenses. If the sale of the ---------------------------------------- Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof (other than Section 5(d) or 5(g)) is not satisfied, because of any termination pursuant to Section 8 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5(d) or 5(g) hereof is not satisfied, or because of any refusal, inability or failure on the part of the Selling Stockholder to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Selling Stockholder will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities. 7. Indemnification and Contribution. (a) The Company agrees to --------------------------------- indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person who controls any Under- writer within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, -------- however, that the Company will not be liable in any such case to the extent that - ------- any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein; and provided further, ---------------- that the Company shall not be liable to any Underwriter under the indemnity agreement in this paragraph with respect to any Preliminary Prospectus or Final Prospectus to the extent that any such loss, claim, damage or liability of such Underwriter results from the fact that such Underwriter sold Securities to a person as to whom it shall be established by the binding and nonappealable decision of a Federal court having proper jurisdiction that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Final Prospectus as then amended or supplemented (excluding documents incorporated by reference) in any case where such delivery is required by the Securities Act if the Company has previously furnished copies thereof, in the quantity requested, to such Underwriter and the loss, claim, damage or liability of such Underwriter results from an untrue statement contained in, or omission of a material fact from, the Preliminary Prospectus or the Final Prospectus which was corrected in the Final Prospectus as then amended or supplemented (excluding documents incorporated by reference). This indemnity agree- ment will be in addition to any liability which the Company may otherwise have. (b) The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information furnished to the Company by or on behalf of the Selling Stockholder specifically for use in the preparation of the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which the Selling Stockholder may otherwise have. (c) Each Underwriter severally agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act and the Selling Stockholder, each of its directors, officers, employees and agents and each person who controls the Selling Stockholder within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company and the Selling Stockholder acknowledge that the statements set forth in the last paragraph of the cover page and under the heading "Underwriting" in the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity, and you, as the Representatives, confirm that such statements are correct. (d) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a), (b) or (c) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a), (b) or (c) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified - -------- ------- party. Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. (e) In the event that the indemnity provided in paragraph (a), (b) or (c) of this Section 7 is unavailable to or insufficient to hold harmless an indemnified party for any reason, each indemnifying party agrees to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively "Losses") to which the Company, the Selling Stockholder and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by each indemnified party and each indemnifying party from the offering of the Securities. If the allocation provided by the immediately preceding sentence is unavailable for any reason, each indemnifying party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of each indemnified party and each indemnifying party in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company and the Selling Stockholder shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses), and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions. Relative fault shall be determined by reference to whether any alleged untrue statement or omission relates to information provided by the Company, the Selling Stockholder or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Selling Stockholder and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 7(e) shall be deemed to include, for purposes of this Section 7(e), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7(e), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public was offered to the public exceeds the amount of any damages which such Underwriter has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this paragraph (e), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, and each person who controls the Selling Stockholder within the meaning of either the Act or the Exchange Act and each director, officer, employee or agent of the Selling Stockholder shall have the same right to contribution as the Selling Stockholder subject in each case to the applicable terms and conditions of this paragraph (e). 8. Termination. This Agreement shall be subject to termination in ------------ the absolute discretion of the Representatives, by notice given to the Company and to the Selling Stockholder prior to delivery of and payment for the Securities, if prior to such time (i) trading in the Company's Common Stock shall have been suspended by the Commission or the New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such Exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Final Prospectus (exclusive of any supplement thereto). 9. Representations and Indemnities to Survive. The respective ------------------------------------------- agreements, representations, warranties, indemnities and other statements of the Company or its officers, of the Selling Stockholder or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Stockholder or the Company or any of the officers, directors or controlling persons referred to in Section 7 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 6 and 7 hereof shall survive the termination or cancellation of this Agreement. 10. Notices. All communications hereunder will be in writing and -------- effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telegraphed and confirmed to them, at the address specified in Schedule I hereto; or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at 515 Post Oak Boulevard, Suite 1200, Houston, Texas 77027, attention of the legal department; or if sent to the Selling Stockholder, will be mailed, delivered or telegraphed and confirmed to it at 600 Travis, Suite 5800, Houston, Texas 77002, attention of the General Counsel. 11. Successors. This Agreement will inure to the benefit of and be ----------- binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder. 12. APPLICABLE LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED --------------- IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Selling Stockholder and the several Underwriters. Very truly yours, COOPER CAMERON CORPORATION, by ________________________ Title: COOPER INDUSTRIES, INC., by ________________________ Title: The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. SALOMON BROTHERS INC, by ________________________ Title: For itself and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Underwriting Agreement dated August 22, 1996 Registration Statement No. 333-08589 Representative: Salomon Brothers Inc 7 World Trade Center New York, NY 10048 Amount and Purchase Price of Securities: Number of shares: 3,551,000 Purchase price per share: $49.1667 Closing Date, Time and Location: August 27, 1996 , 10:00 a.m. New York City time, at the offices of Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, NY 10019 Type of Offering: Delayed Offering Date referred to in Section 4(a)(vi) and 4(b) after which the Company and the Selling Stockholder may offer or sell additional Common Stock or securities convertible into, or exchangeable for, shares of Common Stock without the consent of the Representative: October 25, 1996 Modification of items to be covered by the letter from Ernst & Young LLP delivered pursuant to Section 5(h) at the Execution Time: None SCHEDULE II Number of Shares Underwriter to be purchased - ----------- ---------------- Salomon Brothers Inc............................. 3,551,000 Total............................................ 3,551,000 ========= EX-10.1 3 AMEND. TO CREDIT AGREEMENT EXHIBIT 10.1 AMENDMENT NO. 1 TO CREDIT AGREEMENT ----------------------------------- This Amendment No. 1 to Credit Agreement (this "Amendment") is entered into as of June 19, 1996 by and among COOPER CAMERON CORPORATION, a Delaware corporation, COOPER CAMERON (U.K.) LIMITED, a company formed under the laws of the United Kingdom, CAMERON FRANCE, S.A. (formerly known as Cooper Oil Tool France, S.A.), a societe anonyme formed under the laws of the Republic of France, CAMERON GMBH (formerly known as Cooper Oil Tool GmbH), a Gesellschaft mit beschrankter Haftung formed under the laws of the Federal Republic of Germany, and COOPER CAMERON (SINGAPORE) PTE. LTD., a private limited company formed under the laws of the Republic of Singapore (collectively, the "Borrowers"), The First National Bank of Chicago, individually and as agent ("Agent"), and the other financial institutions signatory hereto. RECITALS -------- A. The Borrowers (other than Cooper Cameron (Singapore) Pte. Ltd.), the Agent and the Lenders are party to that certain credit agreement dated as of June 30, 1995 (the "Credit Agreement"). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Credit Agreement. B. The Borrowers, the Agent and the undersigned Lenders wish to amend the Credit Agreement on the terms and conditions set forth below. Now, therefore, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows: 1. Amendments to Credit Agreement. 1.1 Amendments to Credit Agreement on the Effective Date. Upon the "Effective Date" (as defined below), the Credit Agreement shall be amended as follows: (a) the preamble to the Agreement is amended in its entirety to read as follows: "This Credit Agreement, dated as of June 30, 1995, is among COOPER CAMERON CORPORATION, a Delaware corporation, COOPER CAMERON (U.K.) LIMITED, a company formed under the laws of the United Kingdom, CAMERON FRANCE, S.A., formerly known as Cooper Oil Tool France, S.A., a societe anonyme formed under the laws of the Republic of France, CAMERON GMBH, formerly known as Cooper Oil Tool GmbH, a Gesellschaft mit beschrankter Haftung formed under the laws of the Federal Republic of Germany, COOPER CAMERON (SINGAPORE) PTE. LTD., a private limited company formed under the laws of the Republic of Singapore, the Lenders, BANK OF AMERICA ILLINOIS, THE BANK OF NOVA SCOTIA, THE CHASE MANHATTAN BANK, N.A., ABN AMRO BANK N.V., CREDIT LYONNAIS CAYMAN ISLAND BRANCH, NATIONAL WESTMINSTER BANK PLC, NATIONSBANK OF TEXAS, N.A. AND TEXAS COMMERCE BANK NATIONAL ASSOCIATION, individually and as Co-Agents, and THE FIRST NATIONAL BANK OF CHICAGO, individually and as Agent." (b) the definition of "Alternative Currency" in Article I is amended in its entirety to read as follows: "'Alternative Currency' shall mean, subject to availability pursuant to Section 3.3 and to the extent freely transferable and convertible into Dollars, the lawful currencies of the Republic of France, the Federal Republic of Germany, the United Kingdom and the Republic of Singapore." (c) The definition of "Applicable Commitment Fee Percentage" in Article I is amended by deleting the phrase "the chief financial officer of the Borrower" and substituting therefor the phrase "an Authorized Officer of the Borrower". (d) the definition of "Applicable Eurocurrency Margin" in Article I is amended by deleting the phrase "the chief financial officer of the Borrower" and substituting therefor the phrase "an Authorized Officer of the Borrower." (e) The definition of "Borrowing Subsidiary" in Article I is amended in its entirety to read as follows: "'Borrowing Subsidiary' means each of the UK Borrower, French Borrower, German Borrower and, from and after the First Amendment Effective Date, Singaporean Borrower, provided that, in the case of the Singaporean Borrower, each of the documents required to be executed and delivered by or in respect of the Singaporean Borrower pursuant to the First Amendment, including without limitation a counterpart signature page to this Agreement and a Revolving Credit Note, shall have been so executed and/or delivered." (f) the definition of "Capital Expenditures" in Article I is amended in its entirety to read as follows: "'Capital Expenditures' means, without duplication, any expenditures for any purchase or other acquisition for value of any asset that is classified on a consolidated balance sheet of the Borrower with the Subsidiaries prepared in accordance with Agreement Accounting Principles as a fixed or capital asset, excluding (a) the cost of assets acquired under Capitalized Lease Obligations, (b) expenditures of insurance proceeds to rebuild or replace any asset after a casualty loss and (c) any expenditures made as all or a portion of the purchase price for Specified Acquisitions permitted hereby." 2 (g) the definition of "EBITDA" in Article I is amended by deleting the term "Interest Expenses" and substituting therefor the term "Interest Expense." (h) Article I is amended by adding the following definitions of "First Amendment" and "First Amendment Effective Date" in proper alphabetical order: "'First Amendment' means that certain Amendment No. 1 to Credit Agreement dated as of June 19, 1996 by and among the Borrowers (including the Singaporean Borrower), the Agent and the Lenders." "'First Amendment Effective Date' means the 'Effective Date' as defined in the First Amendment." (i) The definition of "French Borrower" in Article I is amended in its entirety to read as follows: "'French Borrower' means Cameron France, S.A. (formerly Cooper Oil Tool France, S.A.), a societe anonyme formed under the laws of the Republic of France, and its successors and assigns. From and after the First Amendment Effective Date, all references in the Loan Documents to the French Borrower or to Cooper Oil Tool France, S.A. shall henceforth be deemed references to Cameron France, S.A." (j) The definition of "German Borrower" in Article I is amended in its entirety to read as follows: "'German Borrower' means Cameron GmbH (formerly Cooper Oil tool GmbH), a Gesellschaft mit beschrankter Haftung formed under the laws of the Federal Republic of Germany, and its successors and assigns. From and after the First Amendment Effective Date, all references in the Loan Documents to the German Borrower or to Cooper Oil Tool GmbH shall henceforth be deemed references to Cameron GmbH." (k) The definition of "Interest Period" in Article I is amended by deleting the phrase "Eurodollar Interest Period" and substituting therefor the phrase "Eurocurrency Interest Period." (l) The definition of "Net Worth" in Article I is amended by deleting the term "Stockholders Equity" and substituting therefor the term "Stockholders' Equity." (m) The definition of "Restructuring Charges" in Article I is amended by deleting the date "June 30, 1996" and substituting therefor the date "June 30, 1997." (n) Article I is amended by adding the following definition of "Singaporean Borrower" in proper alphabetical order: 3 "'Singaporean Borrower' means Cooper Cameron (Singapore) Pte. Ltd., a private limited company formed under the laws of the Republic of Singapore." (o) The definition of "Subsidiary Guarantors" in Article I of the Agreement is hereby amended by deleting the phrase, "and Wheeling Machine Products Company, a Delaware corporation." (p) Section 2.2 is amended in its entirety to read as follows: "2.2. Term Loan Amortization. The Term Loan shall be payable in sixteen quarterly installments (which installments have been recalculated as of the First Amendment Effective Date so as to give effect to a prepayment of the Term Loan made by the Borrower on November 30, 1995 in the aggregate amount of $1,600,000) in the amounts and on the dates, commencing June 30, 1996, as follows: PAYMENT DATE AMOUNT ------------ ------ June 30, 1996 $9,900,000 September 30, 1996 $9,900,000 December 31, 1996 $9,900,000 March 31, 1997 $9,900,000 June 30, 1997 $12,400,000 September 30, 1997 $12,400,000 December 31, 1997 $12,400,000 March 31, 1998 $12,400,000 June 30, 1998 $12,400,000 September 30, 1998 $12,400,000 December 31, 1998 $12,400,000 March 31, 1999 $12,400,000 June 30, 1999 $14,900,000 September 30, 1999 $14,900,000 December 31, 1999 $14,900,000 March 31, 2000 $14,900,000 or the then outstanding principal balance of the Term Loan" (q) The second sentence of Section 2.6 is amended in its entirety to read as follows: "The Borrower shall give the Agent irrevocable notice (a "Borrowing Notice") not later than 10:00 a.m. (Chicago time) on the Borrowing Date of each Floating Rate Advance and at least three (3) Business Days before the Borrowing Date for each Eurocurrency Advance." 4 (r) Section 2.7(c) is amended by deleting the reference therein to "9:00 a.m." and substituting therefor a reference to the time "10:00 a.m." (s) The second sentence of Section 2.17 is amended in its entirety to read as follows: "The Borrowers hereby authorize the Lenders and the Agent to extend, convert or continue Advances, effect selection of Types of Advances, submit Competitive Bid Quotes and transfer funds based on telephonic notices made by (a) any Authorized Officer of the Borrower, or (b) any person or persons for whom the Lenders and the Agent have received written authorization from an Authorized Officer of the Borrower, which written authorization(s) may be relied upon by the Agent, in the case of any person so authorized, until such time as the Agent shall have received written notice from an Authorized Officer of the Borrower revoking such person's authority to make such telephonic notices." (t) The second sentence of Section 2.19 is amended in its entirety to read as follows: "The Agent will notify each Lender and the Borrower of the interest rate applicable to each Eurocurrency Advance promptly upon determination of such interest rate and will give each Lender and the Borrower prompt notice of each change in the Alternate Base Rate." (u) The second sentence of Section 5.9 is amended in its entirety to read as follows: "Each Borrowing Subsidiary is a direct, Wholly-Owned Subsidiary except for the Singaporean Borrower, all of the issued and outstanding capital stock of which is owned by the Borrower and Cooper Energy Services International, Inc., a direct, Wholly-Owned Subsidiary of the Borrower." (v) The fourth through last sentences of Section 5.10 are amended in their entirety to read as follows: "Neither the Borrower nor any member of a Controlled Group has, with respect to any Plan, failed to make any material contribution or pay any material amount required under Section 412 of the Code or Section 302 of ERISA or the terms of such Plan. There are no pending or, to the knowledge of the Borrower, threatened claims, actions, investigations or lawsuits against any Plan, any fiduciary thereof, or the Borrower or any member of a Controlled Group with respect to a Plan which could reasonably be expected to have a Material Adverse Effect. The Borrower has not engaged in any prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) in connection with any Plan which would subject the Borrower to any material liability. Within the last five years, neither the Borrower nor 5 any member of a Controlled Group has engaged in a transaction which resulted in a Single Employer Plan with an Unfunded Liability being transferred out of a Controlled Group and which could reasonably be expected to have a Material Adverse Effect. No Termination Event has occurred or is reasonably expected to occur with respect to any Plan which is subject to Title IV of ERISA which could reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any other member of a Controlled Group has any material liability, contingent or otherwise, under either Title IV of ERISA or Chapter 43 of the Code by reason of being or having at some earlier date been a part of Cooper Industries, Inc. or being or having been treated as a single employer with Cooper Industries, Inc. as a single employer under Section 414 of the Code." (w) Section 6.1(d) is amended by deleting the phrase "its chief financial officer" and substituting therefor the phrase "an Authorized Officer of the Borrower". (x) Section 6.1(e) is amended by deleting the phrase "its chief financial officer" and substituting therefor the phrase "an Authorized Officer of the Borrower". (y) Section 6.10 is amended in its entirety to read as follows: "6.10. Capital Stock and Dividends. The Borrower will not, nor will it permit any Subsidiary to: (a) issue (except by a Subsidiary to the Borrower or to any Wholly-Owned Subsidiary) any preferred stock, other capital stock or any equity securities of any kind (other than common stock or preferred stock not subject to sinking fund payments or other mandatory redemptions or payments prior to the Facility Termination Date); or (b) declare or pay any dividends or make any distributions on its capital stock (other than dividends payable in its own common stock), except that: (i) any Subsidiary may declare and pay dividends or make distributions to the Borrower or any Wholly-Owned Subsidiary, and (ii) so long as no Default or Unmatured Default exists before or after giving effect thereto, (A) on or before June 30, 1997, so long as the ratio of Total Debt to Total Capitalization is less than 40% before and after giving effect thereto (and after giving effect to any redemptions, repurchases, acquisitions or retirements of any capital stock or any options or other rights in respect thereof under Section 6.10(c)(ii) below), the Borrower may declare and pay cash dividends which, when aggregated with all other cash 6 dividends paid after the date hereof do not exceed 25% of the cumulative Net Income of the Borrower from and after the date hereof (excluding the effect of the Goodwill Writedown), and (B) after June 30, 1997, the Borrower may declare and pay cash dividends which, when aggregated with all other cash dividends paid after the date hereof do not exceed 25% of the cumulative Net Income of the Borrower from and after the date hereof (excluding the effect of the Goodwill Writedown);or (c) redeem, repurchase or otherwise acquire or retire any of its capital stock or any options or other rights in respect thereof at any time outstanding, except that: (i) the Borrower may repurchase shares of its capital stock in an amount equal to the number of shares of its capital stock sold by employees of the Borrower or its Subsidiaries and which were received by such employees under the Borrower's Employee Stock Purchase Plan (as described in the S-4); and (ii) so long as no Default or Unmatured Default exists before or after giving effect thereto, and so long as the ratio of Total Debt to Total Capitalization is less than 40% before and after giving effect thereto (and, on or before June 30, 1997, after giving effect to any cash dividends under Section 6.10(b)(ii)(A) above), the Borrower may redeem, repurchase or otherwise acquire or retire any of its capital stock or any options or other rights in respect thereof." (z) Section 6.11(f) is amended by adding the phrase "and the Singaporean Borrower" after the phrase "the German Borrower" (aa) Section 6.11(g) is amended in its entirety to read as follows: "(g) Contingent Obligations of the Borrower in respect of Indebtedness of Subsidiaries so long as such Indebtedness is permitted by this Agreement and Contingent Obligations arising out of endorsements of instruments for deposit or collection in the ordinary course of business," (bb) Section 6.13 is amended in its entirety to read as follows: "6.13. Sales of Assets. The Borrower will not, nor will it permit any Subsidiary to, lease, sell, transfer or otherwise dispose of its Property (including sales or transfers in order to concurrently or subsequently lease as lessee such or similar Property), to any Person other than the Borrower or a Subsidiary Guarantor, except for (a) sales, leases, transfers or other 7 dispositions of inventory in the ordinary course of business, and (b) leases, sales, transfers or other dispositions of its Property that, together with all other Property of the Borrower and its Subsidiaries previously leased, sold or disposed of (excluding inventory sold, leased, transferred or disposed of in the ordinary course of business, but including sales or transfers in order to concurrently or subsequently lease as lessee such or similar Property) as permitted by this Section 6.13 since the date hereof, do not constitute a Substantial Portion of the Property of the Borrower and its Subsidiaries." (cc) Section 6.15 is hereby amended in its entirety to read as follows: "6.15. Sale and Leaseback. The Borrower will not, nor will it permit any Subsidiary to, sell or transfer any of its Property in order to concurrently or subsequently lease as lessee such or similar Property to any Person other than the Borrower or a Subsidiary Guarantor, except to the extent such transaction is permitted under Section 6.13." (dd) The last sentence of Section 9.7 is hereby amended in its entirety to read as follows: "The obligations of the Borrowers under this Section 9.7 shall survive the termination of this Agreement." (ee) Section 12.4 is amended by deleting the reference therein to "Section 13.3" and substituting therefor a reference to "Section 9.17". (ff) Exhibits "A" through "H" to the Agreement are hereby replaced with Exhibits "A" through "H" attached hereto. (gg) Schedule 2.9 to the Agreement is hereby replaced with Schedule 2.9 attached hereto. (hh) Schedule 5.9 - Part B to the Agreement is hereby replaced with Schedule 5.9 - Part B attached hereto. 1.2 Amendment to the Credit Agreement Subsequent to the Effective Date. From and after the date, if any, on which the Agent and the Lenders shall have received written notice from the Borrower that the acquisition by the Borrower of the assets of Ingram Cactus Company (the "Ingram Cactus Acquisition") has been fully consummated in accordance with its terms, Section 6.23.3 shall, without the necessity of any further action on the part of the Borrowers, the Agent or any Lender, be amended in its entirety to read as follows: "6.23.3 Total Debt to Total Capitalization Ratio. At all times after the date hereof maintain a ratio of Total Debt to Total Capitalization of not greater than the following: 8 Maximum Period Ratio ------ ------- From the date hereof to and including June 30, 1997....... 55% From and including July 1, 1997 to and including June 30, 1998............................................. 50% From and including July 1, 1998 to and including June 30, 1999............................................. 45% At all times after June 30, 1999.......................... 40%" 2. Representations and Warranties of the Borrowers. The Borrowers represent and warrant that: (a) The execution, delivery and performance by the Borrowers of this Amendment have been duly authorized by all necessary corporate action and that this Amendment is a legal, valid and binding obligation of the Borrowers enforceable against them in accordance with its terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (b) After giving effect to this Amendment, each of the representations and warranties contained in the Credit Agreement is true and correct in all material respects on and as of the date hereof as if made on the date hereof; (c) After giving effect to this Amendment, no Default or Unmatured Default has occurred and is continuing. 3. Conditions Precedent; Effective Date. Sections 1.1 and 1.2 of this Amendment shall become effective upon (a) the execution and delivery hereof by the Borrowers, the Agent and the Required Lenders (without regard to whether it has been executed and delivered by all Lenders), and (b) the delivery by the Borrower to the Agent of each of the documents in respect of the Singaporean Borrower, the French Borrower and the German Borrower set forth on Attachment A hereto. Notwithstanding the foregoing, the effectiveness of Section 1.2 is subject to the further condition precedent that the amendment to the Credit Agreement set forth therein shall not become effective unless and until the Ingram Cactus Acquisition (as defined in Section 1.2) has been fully consummated in accordance with its terms. The date upon which the conditions set forth in clauses (a) and (b) above have been satisfied is the "Effective Date." In the event the Effective Date has not occurred on or before July 31, 1996, Sections 1.1 and 1.2 hereof shall not become operative and shall be of no force or effect. Further, in the event the Ingram Cactus Acquisition is not consummated in accordance with its terms on or before September 30, 1996, Section 1.2 hereof shall not become operative and shall be of no force and effect. 9 4. Reference to and Effect Upon the Credit Agreement. (a) Except as specifically amended above, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. (b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or any Lender under the Credit Agreement or any Loan Document, nor constitute a waiver of any provision of the Credit Agreement or any Loan Document, except as specifically set forth herein. Upon the effectiveness of the provisions of Section 1.1 of this Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of similar import shall mean and be a reference to the Credit Agreement as amended by Section 1.1 hereof, and upon the effectiveness of the provisions of Section 1.2 of this Amendment, each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of similar import shall mean and be a reference to the Credit Agreement as further amended by Section 1.2 hereof. 5. Costs and Expenses. The Borrowers hereby affirm their obligation under Section 9.7 of the Credit Agreement to reimburse the Agent for all reasonable costs, internal charges and out-of-pocket expenses paid or incurred by the Agent in connection with the preparation, negotiation, execution and delivery of this Amendment, including but not limited to the attorneys' fees and time charges of attorneys for the Agent with respect thereto. 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. 7. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes. 8. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument. 10 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written. COOPER CAMERON CORPORATION By: ------------------------------------------- Daniel P. Keenan Treasurer COOPER CAMERON (U.K.) LIMITED By: ------------------------------------------- Daniel P. Keenan Attorney-In-Fact CAMERON FRANCE, S.A., formerly known as Cooper Oil Tool France, S.A. By: ------------------------------------------- Daniel P. Keenan Attorney-In-Fact CAMERON GMBH, formerly known as Cooper Oil Tool GmbH By: ------------------------------------------ Daniel P. Keenan Attorney-In-Fact COOPER CAMERON (SINGAPORE) PTE. LTD. By: ------------------------------------------ Daniel P. Keenan Attorney-In-Fact 11 THE FIRST NATIONAL BANK OF CHICAGO, Individually and as Agent By: ------------------------------------------ Its: ----------------------------------------- BANK OF AMERICA ILLINOIS, Individually and as Co-Agent By: ------------------------------------------ Its: ---------------------------------------- THE BANK OF NOVA SCOTIA, Individually and as Co-Agent By: ------------------------------------------- Its: ------------------------------------------ THE CHASE MANHATTAN BANK, N.A., Individually and as Co-Agent By: ------------------------------------------- Its:------------------------------------------ ABN AMRO BANK N.V., Individually and as Co-Agent By: ------------------------------------------- Its: ------------------------------------------ 12 CREDIT LYONNAIS NEW YORK BRANCH, Individually and as Co-Agent By: ------------------------------------------ Its: ----------------------------------------- NATIONAL WESTMINSTER BANK PLC, NEW YORK BRANCH, Individually and as Co-Agent By: ------------------------------------------ Its: ----------------------------------------- NATIONAL WESTMINSTER BANK PLC, NASSAU BRANCH, Individually and as Co-Agent By: ------------------------------------------- Its: ------------------------------------------ NATIONSBANK OF TEXAS, N.A., Individually and as Co-Agent By: ------------------------------------------- Its: ------------------------------------------ TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Individually and as Co-Agent By: ------------------------------------------ Its: ----------------------------------------- 13 COMMERZBANK AKTIENGESELLSCHAFT ATLANTA AGENCY By: ------------------------------------------- Its: ------------------------------------------ AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED By: ------------------------------------------- Its: ------------------------------------------ MORGAN GUARANTY TRUST COMPANY OF NEW YORK By: ------------------------------------------- Its: ------------------------------------------ PNC BANK, NATIONAL ASSOCIATION By: ------------------------------------------- Its: ------------------------------------------ ROYAL BANK OF CANADA By: ------------------------------------------- Its: ------------------------------------------ 14 SOCIETE GENERALE, SOUTHWEST AGENCY By:_____________________________ Its:____________________________ 15 ATTACHMENT A DOCUMENT DELIVERIES IN RESPECT OF SINGAPOREAN BORROWER 1. Charter Documents; Good Standing Certificates. Copies of the articles or certificates of incorporation or other organizational documents of the Singaporean Borrower, together with all amendments thereto, both certified by the appropriate governmental officer in its jurisdiction of incorporation or organization, together with a good standing certificate (if applicable) issued by the appropriate official of the jurisdiction of the Singaporean Borrower's incorporation or organization and such other jurisdictions as shall be requested by the Agent. 2. By-Laws and Resolutions. Copies, certified by the Secretary or Assistant Secretary of the Singaporean Borrower, of its by-laws and Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Agent) authorizing the execution, delivery and performance of the Loan Documents to which the Singaporean Borrower is a party. 3. Secretary's Certificate. An incumbency certificate, executed by the Secretary or Assistant Secretary of the Singaporean Borrower, which shall identify by name and title and bear the signature of the officers of such Borrower authorized to sign the Loan Documents upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. 4. Counterpart Signature Page. A counterpart signature page to the Credit Agreement duly executed by the Singaporean Borrower in the form attached hereto as Annex A. 5. Revolving Credit Note. A Revolving Credit Note payable to the order of each Lender in the amount of its Revolving Credit Commitment duly executed by the Singaporean Borrower. DOCUMENT DELIVERIES IN RESPECT OF THE FRENCH BORROWER AND THE GERMAN BORROWER 1. Copies of board of director's resolutions, amended certificates of formation or equivalent documents, as appropriate and available, evidencing the change of name of each of the French Borrower and the German Borrower. -----END PRIVACY-ENHANCED MESSAGE-----