EX-10.28 6 dex1028.txt FIRST AMENDMENT TO CREDIT AGREEMENT Exhibit 10.28 [Execution Version] FIRST AMENDMENT TO CREDIT AGREEMENT This First Amendment to Credit Agreement dated as of March 4, 2003, (this "Amendment") is among Cooper Cameron Corporation, a Delaware corporation ("Parent"); Cooper Cameron (U.K.) Limited, a company formed under the laws of the United Kingdom, Cameron 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, and Cooper Cameron Canada Ltd., a corporation formed under the laws of Alberta, Canada (the "Borrowing Subsidiaries;" and together with the Parent, the "Borrowers"); the Lenders (as defined below) executing this Agreement; and Bank One, NA, as Agent (the "Agent"). INTRODUCTION Reference is made to the 364-Day Credit Agreement dated as of March 6, 2002 (as modified, the "Credit Agreement"), among the Parent, the Borrowing Subsidiaries, the Lenders, the Syndication and Documentation Agents (as defined therein) and the Agent. The Parent, the Borrowing Subsidiaries, the Lenders, and the Agent have agreed to extend the facility termination date under the Credit Agreement in accordance with the terms set forth herein. Capitalized terms used herein but not defined herein shall have the meanings specified by the Credit Agreement. Therefore, in connection with the foregoing and for other good and valuable consideration, the Parent, the Borrowing Subsidiaries, the Lenders, and the Agent hereby agree as follows: Section 1. Amendments to Credit Agreement. (a) Article I of the Credit Agreement is amended by replacing the definition of "Commitment" in its entirety to read as follows: "Commitment" means, for each Lender, the obligation of such Lender to make Revolving Loans to the Borrowers in an aggregate amount not exceeding the amount set forth opposite its signature to the First Amendment to Credit Agreement dated as of March 4, 2003, among the Borrowers, the Lenders parties thereto, and the Agent, as it may be modified as a result of any assignment that has become effective pursuant to Section 12.3.2 or as otherwise modified from time to time pursuant to the terms hereof. (b) Article I of the Credit Agreement is amended by replacing the definition of "Facility Termination Date" in its entirety to read as follows: "Facility Termination Date" means July 7, 2003, or any earlier date on which the Aggregate Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof. (c) The Credit Agreement is amended by replacing Schedule 1 thereto with the Schedule 1 attached hereto. Section 2. Representations and Warranties. The Borrowers represent and warrant that (a) the execution, delivery and performance of this Amendment are within the corporate power and authority of the Borrowers and have been duly authorized by appropriate proceedings, (b) this Amendment constitutes a legal, valid, and binding obligation of the Borrowers enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity, (c) no Unmatured Default or Default is continuing, and (d) the representations and warranties set forth in the Credit Agreement are true and correct as of the date of this Agreement. Section 3. Effectiveness. This Amendment shall become effective as of March 5, 2003, and the Credit Agreement shall be amended as provided herein as of such effective date, upon the satisfaction of the following conditions precedent: (a) the Borrowers, the Agent, and Lenders holding Commitments aggregating at least $100,000,000 shall have delivered duly and validly executed originals of this Amendment to the Agent, (b) the Parent shall have delivered to the Agent copies, certified by the Secretary or Assistant Secretary of the Parent, of its Board of Directors' resolutions authorizing the execution and delivery of this Amendment; (c) the representations and warranties in this Amendment shall be true and correct; and (d) payment of the fees described in the fee letter dated as of February 28, 2003, between the Parent, the Arranger, and the Agent. Upon effectiveness of this Amendment as provided above, the Lenders parties to the Credit Agreement shall be those Lenders that have delivered duly and validly executed originals of this Amendment, and the Aggregate Commitment shall be the aggregate Commitments of such Lenders. Any lender party to the Credit Agreement that does not deliver duly and validly executed originals of this Amendment prior to March 5, 2003, shall cease to be a Lender under the Credit Agreement as of such date, and shall have no further rights or obligations thereunder, other than the right to receive repayment of its Revolving Loans, if any, outstanding on such date and fees accrued prior to such date, and rights and obligations that are expressly stated to survive payment of the Obligations and termination of the Credit Agreement. In addition, upon effectiveness of this Amendment as provided above, any outstanding Revolving Loans made by any lender that ceases to be a Lender under the Credit Agreement at such time shall be repaid in full, together with unpaid interest and fees accrued thereon through -2- such date. Any Revolving Loans outstanding on such date will be reallocated by the Administrative Agent so that each remaining Lender holds its Pro Rata Share of the outstanding Obligations. Section 4. Choice of Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. Section 5. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, and may be executed and delivered by telecopier. EXECUTED as of the date first above written. COOPER CAMERON CORPORATION By: __________________________________ Name: Michael C. Jennings Title: Vice President & Treasurer COOPER CAMERON (U.K.) LIMITED CAMERON GMBH COOPER CAMERON (SINGAPORE) PTE. LTD. COOPER CAMERON CANADA LTD. By: __________________________________ Name: Michael C. Jennings Title: Attorney-in-fact -3- Commitment BANK ONE, NA, $15,000,002 individually and as Agent US Swing Line Commitment $15,000,000 By: __________________________________ Canadian Swing Line Election Name: Helen A. Carr $10,000,000 Title: First Vice President Commitment CREDIT LYONNAIS NEW YORK BRANCH, $13,333,333 individually and as Syndication Agent By: __________________________________ Name: ________________________________ Title: _______________________________ Commitment THE ROYAL BANK OF SCOTLAND PLC, $13,333,333 individually and as Documentation Agent By: ___________________________________ Name: _________________________________ Title: ________________________________ Commitment THE BANK OF NOVA SCOTIA, $13,333,333 individually and as Documentation Agent By: ___________________________________ Name: _________________________________ Title: ________________________________ Commitment ABN AMRO BANK, N.V., $13,333,333 individually and as Documentation Agent By: ___________________________________ Name: Stuart Murray Title: Group Vice President By: ___________________________________ Name: Jeffery White Title: Vice President Commitment DEN NORSKE BANK ASA $11,666,666 By: __________________________________ Name: ________________________________ Title: _______________________________ By: __________________________________ Name: Nils Fykse Title: Senior Vice President Commitment BANK OF AMERICA, N.A. $10,000,000 By: __________________________________ Name: Claire Liu Title: Managing Director Commitment THE NORTHERN TRUST COMPANY $10,000,000 By: __________________________________ Name: Eric Dybing Title: Second Vice President