SC TO-I/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)

Cooper Cameron Corporation

(Name of Subject Company (Issuer))

Cooper Cameron Corporation

(Names of Filing Persons (Issuer))

1.75% Convertible Senior Debentures due 2021

(Title of Class of Securities)

216640 AB8

(CUSIP Number of Class of Securities)

William C. Lemmer
Vice President, General Counsel and Secretary
Cooper Cameron Corporation
1333 West Loop South, Suite 1200
Houston, Texas 77027

(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)

with copies to:
Samuel N. Allen
Bryan K. Brown
Porter & Hedges, L.L.P.
700 Louisiana
Houston, Texas 77002
(713) 226-0600
(713) 228-1331

CALCULATION OF FILING FEE

Transaction valuation*	Amount of filing fee
$200,000,000	$25,340.00

* Determined pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended. Based upon the maximum amount of cash that might be paid for the 1.75% Convertible Senior Debentures Due 2021 (the “Debentures”), assuming that all outstanding Debentures are purchased at a price of $1,000 per $1,000 principal amount. The amount of the filing fee, calculated in accordance with the Securities and Exchange Act of 1934, as amended, and the Fee Rate Advisory No. 7 issued by the Securities and Exchange Commission on January 26, 2004, equals $126.70 per $1,000,000 of the value of the Debentures proposed to be purchased.

TABLE OF CONTENTS

INTRODUCTORY STATEMENT
	Item 10. Financial Statements.
	Item 12. Exhibits.
SIGNATURE
Amended and Restated Offer to Purchase
364 Day Credit Agreement

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:  $25,340.00                                                                             

Form or Registration No.:  005-44353                                                                             

Filing Party:   Cooper Cameron Corporation                                                                 

Date Filed:   April 6, 2004                                                                                                  

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o	third-party tender offer subject to Rule 14d-1.
x	issuer tender offer subject to Rule 13e-4.
o	going-private transaction subject to Rule 13e- 3.
o	amendment to Schedule 13D under Rule 13d-2.
	Check the following box if the filing is a final amendment reporting the results of the tender offer: o

INTRODUCTORY STATEMENT

      Cooper Cameron Corporation, a Delaware corporation (the “Company”), amends the Tender Offer Statement on Schedule TO (“Schedule TO”) originally filed on April 6, 2004, as amended and supplemented by Amendment No. 1 to the Schedule TO filed on April 21, 2004, with respect to the Company’s offer to purchase for cash all of its outstanding 1.75% Convertible Senior Debentures Due 2021 (the “Debentures”) at a purchase price of $1,000 per $1,000 principal amount of the Debentures, plus accrued and unpaid interest to, but not including, the payment date. The information in this Amendment No. 2 to the Schedule TO (“Amendment No. 2”) is intended to amend and supplement, but does not restate or replace, the information contained in the Schedule TO originally filed by the Company on April 6, 2004 and Amendment No. 1 to the Schedule TO filed on April 21, 2004 (including the exhibits thereto), except as specifically stated in this Amendment No. 2. Accordingly, you are encouraged to read the information contained in this Amendment No. 2 in conjunction with the information contained in the Schedule TO filed on April 6, 2004 and Amendment No. 1 to the Schedule TO filed on April 21, 2004.

      The Company is filing this Amendment No. 2. The Company’s offer for the Debentures is being made on the terms and subject to the conditions set forth in the Offer to Purchase dated April 6, 2004, as amended and restated by the Amended and Restated Offer to Purchase dated April 21, 2004, as further amended and restated by an Amended and Restated Offer to Purchase dated April 22, 2004 (as it may be further amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal,” and, together with the Offer to Purchase, the “Tender Offer”). A copy of the Amended and Restated Offer to Purchase is filed with this Amendment No. 2 to the Schedule TO as exhibit (a)(1)(A)(3). The Offer will expire at 9:00 a.m., Eastern time, on May 5, 2004, unless extended or earlier terminated.

Item 10. Financial Statements.

      Item 10 of the Schedule TO is hereby amended and supplemented as follows:

      (c) Summary Information. The information set forth under the caption “Summary Financial Information” in the Amended and Restated Offer to Purchase is incorporated herein by reference.

Item 12. Exhibits.

       Item 12 of the Schedule TO is hereby amended and supplemented as follows:

  *   (a)(1)(A)(1) Offer to Purchase dated April 6, 2004.

  *   (a)(1)(A)(2) Amended and Restated Offer to Purchase dated April 21, 2004.

**   (a)(1)(A)(3) Amended and Restated Offer to Purchase dated April 22, 2004.

  *   (a)(1)(B) Form of Letter of Transmittal, including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

  *   (a)(1)(C) Form of Notice of Guaranteed Delivery.

  *   (a)(5) Press Release issued by the Company on April 6, 2004.

(b)(1) Credit Agreement, dated as of December 12, 2003, among Cooper Cameron Corporation and certain of its subsidiaries and the banks named therein and Bank One, NA, as agent, is hereby incorporated by reference to Cooper Cameron Corporation’s annual report on Form 10-K (File No. 001-13884) filed with the Securities and Exchange Commission on March 8, 2004.

**   (b)(2) 364 Day Credit Agreement, dated as of April 21, 2004, among Cooper Cameron Corporation and certain lenders, including Citicorp North America, Inc., as Administrative Agent.

       (d) Not applicable.

       (g) Not applicable.

       (h) Not applicable.

  * Previously filed.

** Filed herewith.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Cooper Cameron Corporation

By:   /s/ Franklyn Myers                    

Name: Franklin Myers

Title: Chief Financial Officer

Date: April 22, 2004

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Exhibit Index

  *   (a)(1)(A)(1) Offer to Purchase dated April 6, 2004.

  *  (a)(1)(A)(2) Amended and Restated Offer to Purchase dated April 21, 2004.

**  (a)(1)(A)(3) Amended and Restated Offer to Purchase dated April 22, 2004.

  *   (a)(1)(B) Form of Letter of Transmittal, including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

  *   (a)(1)(C) Form of Notice of Guaranteed Delivery.

  *   (a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

  *   (a)(5) Press Release issued by the Company on April 6, 2004.

(b)(1) Credit Agreement, dated as of December 12, 2003, among Cooper Cameron Corporation and certain of its subsidiaries and the banks named therein and Bank One, NA, as agent, is hereby incorporated by reference to Cooper Cameron Corporation’s annual report on Form 10-K (File No. 001-13884) filed with the Securities and Exchange Commission on March 8, 2004.

   **   (b)(2) 364 Day Credit Agreement, dated as of April 21, 2004, among Cooper Cameron Corporation and certain lenders, including Citicorp North America, Inc., as Administrative Agent.

       (d) Not applicable.

       (g) Not applicable.

       (h) Not applicable.

*	Previously filed.
**	Filed herewith.

EX-99.A1.A3

AMENDED AND RESTATED OFFER TO PURCHASE

Cooper Cameron Corporation

Offer to Purchase

for Cash any and all of its outstanding

1.75% Convertible Senior Debentures Due 2021

($200,000,000 Principal Amount at Maturity Outstanding)

(CUSIP NO. 216640 AB8)

The Tender Offer and your withdrawal rights will expire at 9:00 a.m., New York City time, on Wednesday, May 5, 2004, unless extended or earlier terminated (such time and date, as the same may be extended, the “Expiration Date”). Holders of Debentures (as defined below) must tender their Debentures before the Expiration Date to receive the Purchase Price (as defined below).

      Cooper Cameron Corporation (the “Company”) hereby amends and restates its Offer to Purchase dated April 6, 2004, relating to the Company’s offer to purchase for cash any and all of its outstanding 1.75% Convertible Senior Debentures due 2021 (the “Debentures”) for $1,000 per $1,000 principal amount of the Debentures, plus accrued and unpaid interest to, but not including, the Payment Date (as defined below) (the “Purchase Price”). The Debentures were issued on May 16, 2001, in an aggregate principal amount of $200,000,000, all of which was outstanding as of April 22, 2004.

      The Debentures are convertible into shares of our common stock at a conversion rate (subject to adjustment) of 10.5158 shares of common stock per $1,000 principal amount of Debentures, which is equal to a conversion price of $95.095 per share. Our common stock is listed on the New York Stock Exchange under the symbol “CAM.” On April 21, 2004, the closing price of our common stock, as reported on the New York Stock Exchange, was $46.61 per share.

      The offer (as it may be supplemented or amended from time to time, the “Tender Offer”) is being made upon the terms and subject to the conditions set forth in the Company’s Offer to Purchase dated April 6, 2004, as such Offer to Purchase is amended and restated in this Amended and Restated Offer to Purchase dated April 22, 2004 (as so amended and restated, and as it may be supplemented or amended from time to time, the “Offer to Purchase”) and the accompanying Letter of Transmittal (as it may be supplemented or amended from time to time, the “Letter of Transmittal” and, together with this Offer to Purchase, the “Offer Documents”). Notwithstanding any other provision of the Tender Offer, our obligation to accept for purchase, and to pay for, any Debentures validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon: (a) our having available, immediately before acceptance of Debentures pursuant to the terms and conditions of the Tender Offer, financing with terms and conditions satisfactory to us and in an amount not less than the amount required to purchase the Debentures tendered in the Tender Offer (the “Financing Condition”) and (b) satisfaction of certain other conditions.

      The Offer Documents contain or incorporate by reference important information that should be read before any decision is made with respect to the Tender Offer. See the section titled “Documents Incorporated by Reference.”

      Any questions or requests for assistance concerning the Tender Offer may be directed to UBS Investment Bank as Dealer Manager at the address and telephone numbers set forth on the back cover of this Offer to Purchase. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal or any other documents may be directed to Georgeson Shareholder Communications (the “Information Agent”) at the address and telephone numbers set forth on the back cover of this Offer to Purchase. Beneficial owners also may contact their broker, dealer, commercial bank, trust company or other nominee (each, a “Custodian”) for assistance concerning the Tender Offer.

      None of the Company, its board of directors or employees, the Dealer Manager, the Depositary or the Information Agent or any of their respective affiliates makes any recommendation as to whether holders of Debentures (“Holders”) should tender their Debentures. See “The Tender Offer — Introduction”.

      See “Certain Considerations” and “Material United States Federal Income Tax Considerations” for a discussion of certain factors that should be considered in evaluating the Tender Offer.

The Dealer Manager for the Tender Offer is:

UBS Investment Bank

April 22, 2004

      No person has been authorized to give any information or to make any representations in connection with the Tender Offer other than those contained in this Offer to Purchase, and, if given or made, such information or representations should not be relied upon as having been authorized by us, the Dealer Manager, the Depositary, the Information Agent or the Trustee (as each of such terms is defined herein).

      This Offer to Purchase does not constitute an offer to purchase or the solicitation of an offer to sell Debentures in any jurisdiction in which, or to or from any person to or from whom it is unlawful to make such offer under applicable securities or “blue sky” laws. The delivery of this Offer to Purchase shall not under any circumstances create any implication that the information contained herein or incorporated herein by reference is correct as of any time after the date hereof or, in the case of information incorporated herein by reference, after the date thereof, or that there has been no change in the information set forth herein or incorporated herein by reference or in any attachments hereto or in the affairs of the Company or any of its subsidiaries or affiliates since the date hereof.

TABLE OF CONTENTS

	Page
Summary Term Sheet		1
The Company		6
Purpose of the Tender Offer		6
Sources and Amount of Funds		6
Summary Financial Information		8
Certain Considerations		9
The Tender Offer		9
Market and Trading Information for the Debentures and Our Common Stock		16
Description of Debentures		17
Material United States Federal Income Tax Considerations		17
Dealer Manager; Information Agent; Depositary		20
Documents Incorporated By Reference		21
Available Information		21
Miscellaneous		22

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SUMMARY TERM SHEET

      The following are answers to some of the questions that you, as a Holder, may have about the Tender Offer. We urge you to carefully read the remainder of this Offer to Purchase and the other documents that are incorporated in this document by reference because the information in this summary term sheet is not complete. Additional important information is contained in the remainder of this document and the documents incorporated by reference.

Information About the Tender Offer

Who is Offering to Purchase the Debentures?

•  Cooper Cameron Corporation, a Delaware corporation, is offering to purchase the Debentures.

What Class of Securities is the Subject of the Tender Offer?

•  We are offering to acquire any and all of our outstanding 1.75% Convertible Senior Debentures Due 2021, which we refer to as the “Debentures.” We issued the Debentures under a Supplemental Indenture, dated as of May 16, 2001, delivered pursuant to the Indenture, dated as of May 8, 1998, between us and J.P. Morgan Trust Company, National Association, as Trustee. We refer to those documents together as the “Indenture.”

Why is the Company Making the Tender Offer?

•  We are making the Tender Offer to repurchase any or all of the outstanding Debentures as a step in refinancing the indebtedness represented thereby. We will deliver the Debentures that we repurchase in the Tender Offer to the Trustee for cancellation and those Debentures will cease to be outstanding.

How Much is the Company Offering to Pay for the Debentures?

•  We are offering to pay $1,000 in cash plus accrued and unpaid interest to, but not including, the payment date for each $1,000 principal amount of Debentures. Under no circumstances will any interest be paid or payable because of any delay in the transmission of funds by the Depositary.

What are the Significant Conditions to the Tender Offer?

•  The Tender Offer is conditioned upon the Company’s having available, immediately before acceptance of Debentures pursuant to the terms and conditions of the Tender Offer, financing for the full Purchase Price for the Debentures. You should read the sections titled “Sources and Amount of Funds” and “The Tender Offer — Conditions of the Tender Offer — Financing Condition” for more information.

•  The Tender Offer is not conditioned on a minimum principal amount of Debentures being tendered. However, we may terminate or amend the Tender Offer or may postpone the acceptance for payment of, or the purchase of and payment for, Debentures tendered upon the occurrence of certain events, including material litigation, government investigations, national crisis or other events adversely affecting our business or the general markets, or if before the Expiration Date, a material increase in interest rates or a material decrease in the price for our common stock would cause consummation of the Tender Offer not to be in our best interest. You should read the section titled “The Tender Offer — Conditions of the Tender Offer” for more information.

How Many Debentures Will the Company Purchase?

•  We will purchase for cash, upon the terms and subject to the conditions of the Tender Offer, any and all of the Debentures that are validly tendered and not properly withdrawn.

Does the Company Have the Financial Resources to Repurchase the Debentures?

•  Yes, assuming the Financing Condition is satisfied. You should read the section titled “The Tender Offer — Conditions of the Tender Offer — Financing Condition”. The Tender Offer is conditioned upon our having available, immediately before acceptance of Debentures pursuant to the terms and conditions of the Tender Offer, financing for the full Purchase Price for the Debentures. We have a revolving credit facility and a short-term

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liquidity facility with a current aggregate borrowing capacity of $400 million. If, under those two facilities, sufficient borrowing capacity remains to fund the purchase of Debentures properly tendered and not validly withdrawn pursuant to the Tender Offer, then the Financing Condition will be satisfied. We anticipate that the borrowing capacity under these facilities will be sufficient and will remain in effect so as to satisfy the Financing Condition. In addition, at or about the expected time of any purchase of Debentures pursuant to the Tender Offer, we intend to obtain permanent financing for such purchase through the public or private sale of our debt or convertible debt securities. You should read the section titled “Sources and Amount of Funds” for more information.

What is the Market Value of the Debentures?

•  To the extent that Debentures are traded, prices for the Debentures fluctuate greatly. Holders are urged to contact their brokers to obtain the best available information as to current prices. As of April 22, 2004, the Debentures were convertible into common stock at the rate of 10.5158 shares of common stock for each $1,000 principal amount of Debentures, which is equal to a conversion price of $95.095 per share. Our common stock is listed on the New York Stock Exchange under the symbol “CAM.” On April 21, 2004, the closing price of our common stock, as reported on the New York Stock Exchange, was $46.61 per share.

What is the Process for Tendering Debentures?

•  There are three ways to tender your Debentures, depending upon the manner in which you hold your Debentures:

•  If your Debentures are held of record by The Depository Trust Company, or DTC, you may tender them through DTC’s Automated Tender Offer Program (“ATOP”).

•  If your Debentures are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, meaning your Debentures are owned in “street name,” then you must instruct your broker, dealer, commercial bank, trust company or other nominee to tender your Debentures.

•  If your Debentures are registered in your name, (a) complete and sign the Letter of Transmittal or a facsimile copy in accordance with the instructions to the Letter of Transmittal, (b) mail or deliver it and any other required documents to the Depositary and (c) either deliver the certificates for the tendered Debentures to the Depositary or transfer your Debentures pursuant to the book-entry transfer procedures described in this Offer to Purchase.

You should read the section titled “The Tender Offer — Procedures For Tendering Debentures” for more information on how to tender your Debentures.

When Does the Tender Offer Expire?

•  The Tender Offer will expire at 9:00 a.m., New York City time, on Wednesday, May 5, 2004, unless extended or earlier terminated by us, in our sole discretion.

May the Tender Offer be Extended, Amended or Terminated and Under What Circumstances?

•  We may extend the Tender Offer until the conditions to the completion of the Tender Offer described in the section titled “The Tender Offer — Conditions of the Tender Offer” are satisfied, and if those conditions are not satisfied by the Expiration Date, we may terminate the Tender Offer. To the extent we are legally permitted to do so, we may amend the Tender Offer in any respect at any time in our sole discretion. If we extend the Tender Offer, we will delay the acceptance of any Debentures that have been tendered. We may terminate the Tender Offer under certain circumstances. You should read the section titled “The Tender Offer — Expiration Date; Extension; Amendment; Termination” for more information.

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How Will Holders of Debentures be Notified if the Tender Offer is Extended?

•  If we extend the Tender Offer, we will notify you as promptly as practicable by a public announcement, which will be issued no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled Expiration Date. Without limiting the manner in which we may choose to make any public announcement, we have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a press release to the Dow Jones News Service. You should read the section titled “The Tender Offer — Expiration Date; Extension; Amendment; Termination” for more information.

•  In addition, if we materially change the terms of the Tender Offer or the information concerning the Tender Offer, or if we waive a material condition of the Tender Offer, we will disseminate additional tender offer materials and extend the Tender Offer to the extent required by Rule 13e-4(d)(2) and Rule 13e-4(e)(3) under the Securities Exchange Act of 1934, as amended.

When Will Holders Receive Payment for Tendered Debentures?

•  You will receive payment for your Debentures that are properly tendered and not validly withdrawn promptly after the Expiration Date. We refer to the date that payment of the Purchase Price for the Debentures will be made as the “Payment Date.” Accrued and unpaid interest will be paid to, but not including, the Payment Date. Under no circumstances will any interest be paid or payable because of any delay in the transmission of funds by the Depositary. You should read the section titled “The Tender Offer — Acceptance of Debentures for Purchase; Payment for Debentures” for more information.

Can Holders Withdraw Tendered Debentures?

•  You may withdraw your tendered Debentures at any time on or before the Tender Offer expires at 9:00 a.m., New York City time, on May 5, 2004, or, if the Tender Offer is extended, the time and date when the extended Tender Offer expires. You may also withdraw your Debentures if we have not accepted them for payment by May 15, 2004.

How Do Holders Withdraw Previously Tendered Debentures?

•  To withdraw your previously tendered Debentures, you must deliver a written or facsimile transmission (or a properly transmitted “Request Message” through ATOP) notice of withdrawal with the required information to the Depositary on the address on the back cover of this Offer to Purchase before your right to withdraw has expired. You may not rescind a withdrawal of tendered Debentures. However, you may retender your Debentures by again following the proper tender procedures. You should read the section titled “The Tender Offer — Withdrawal of Tenders” for more information on how to withdraw previously tendered Debentures.

What Happens to Debentures that are Not Tendered?

•  Any Debentures that remain outstanding after the completion of the Tender Offer will continue to be our obligations. Holders of those outstanding Debentures will continue to have all the rights associated with those Debentures. You should read the section titled “Certain Considerations — Treatment of Debentures Not Tendered in the Tender Offer.”

May Holders Still Convert Debentures into Shares of the Company’s Common Stock? What is the Conversion Rate?

•  Yes. However, if you tender your Debentures in the Tender Offer, you may convert your Debentures only if you properly withdraw your Debentures before your right to withdraw has expired. The Debentures are convertible into shares of our common stock at the conversion rate (subject to adjustment) of 10.5158 shares of our common stock for each $1,000 principal amount of Debentures, which is equal to a conversion price of $95.095 per share. Our common stock is listed on the New York Stock Exchange under the symbol “CAM.” On April 21, 2004, the closing price of our common stock, as reported on the New York Stock Exchange, was $46.61 per share.

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What are the Tax Consequences to Holders if They Tender Their Debentures?

•  Holders should consult their own tax advisors regarding the federal, state, local and foreign income, franchise, personal property and any other tax consequences of the tendering of the Debentures pursuant to the Tender Offer. A U.S. Holder who sells Debentures to the Company pursuant to the Tender Offer will generally recognize gain or loss in an amount equal to the difference between the amount received in exchange for the Debentures and such Holder’s adjusted tax basis in the Debentures sold. See “Material United States Federal Income Tax Considerations — Consequences to Tendering U.S. Holders.” Non-U.S. Holders should refer to “Material United States Federal Income Tax Considerations — Consequences to Tendering Non-U.S. Holders” for a discussion of certain U.S. federal income tax consequences applicable to Non-U.S. Holders who tender their Debentures pursuant to the Tender Offer, including the possible imposition of a 30% withholding tax and the taxation of any gain recognized on the sale.

Do Holders Have to Pay a Brokerage Commission for Tendering Debentures?

•  No brokerage commissions are payable by Holders to the Company, the Dealer Manager, the Trustee, the Depositary or the Information Agent in connection with the tender of your Debentures in the Tender Offer. Except as set forth in Instruction 8 to the Letter of Transmittal, we will pay any transfer taxes with respect to the transfer and sale of Debentures pursuant to the Tender Offer.

Where Can Holders Get More Information Regarding the Tender Offer?

•  If you have any questions or requests for assistance or for additional copies of this Offer to Purchase or the Letter of Transmittal, please contact Georgeson Shareholder Communications, the Information Agent for the Tender Offer, at 800-387-8819. You may also contact us by writing or call us at Cooper Cameron Corporation, 1333 West Loop South, Suite 1700, Houston, Texas 77027, attention: Corporate Secretary, telephone: 713-513-3322. Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee through which they hold their Debentures with questions and requests for assistance.

Is the Company Making Any Recommendation About the Tender Offer?

•  Neither we nor the Dealer Manager, the Depositary, the Information Agent or the Trustee makes any recommendation as to whether or not you should tender your Debentures pursuant to the Tender Offer. Holders should determine whether or not to tender their Debentures pursuant to the Tender Offer based upon, among other things, their own assessment of the current market value of the Debentures, liquidity needs and investment objectives.

Information About the Debentures

What is the Amount of Currently Outstanding Debentures?

•  As of April 22, 2004, there was $200,000,000 aggregate principal amount of Debentures outstanding.

What is the Conversion Rate of the Debentures?

•  The Debentures are convertible into shares of our common stock at the conversion rate (subject to adjustment) of 10.5158 shares of our common stock for each $1,000 principal amount of Debentures, which is equal to a conversion price of $95.095 per share. Our common stock is listed on the New York Stock Exchange under the symbol “CAM.” On April 21, 2004, the closing price of our common stock, as reported on the New York Stock Exchange, was $46.61 per share.

Do Holders Have Any Rights to Require the Company to Repurchase the Debentures?

•  The Debentures may be redeemed at our option on or after May 18, 2006, at a price of $1,000 per $1,000 aggregate principal amount, plus accrued and unpaid interest to the redemption date. We are obligated to repurchase, at the option of the Holder, Debentures held by a Holder on May 18, 2006, May 18, 2011, and May 18, 2016, at a

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	purchase price equal to the principal amount plus accrued and unpaid interest. The purchase prices may be paid, at our option, in cash or our common stock or in any combination thereof.
•	If we undergo fundamental change as defined in the Indenture, including a change of control, each Holder may require us to purchase all or a portion of the Holder’s Debentures at a price equal to the principal amount of the Debentures plus accrued and unpaid interest.

      In this Offer to Purchase, “Cooper Cameron Corporation,” the “Company,” “we,” “us” and “our” refer to Cooper Cameron Corporation and its consolidated subsidiaries, unless the context requires otherwise.

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THE COMPANY

      Cooper Cameron Corporation designs, manufactures, markets and services equipment used by the oil and gas industry and industrial manufacturing companies. We are a leading international manufacturer of oil and gas pressure control equipment, including valves, wellheads, controls, chokes, blowout preventers and assembled systems for oil and gas drilling, production and transmission used in onshore, offshore and subsea applications. We also are a leading manufacturer of integrally geared centrifugal air compressors, separable gas compressors and turbochargers. We operate internationally and have manufacturing plants and service centers in numerous locations, including the United States, the United Kingdom, Canada, France, Norway, Ireland, Singapore, Germany, The Netherlands, Australia, Mexico, Argentina, Nigeria and Brazil.

      Our operations are currently organized into three business segments:

•  Cameron;

•  Cooper Cameron Valves; and

•  Cooper Compression.

      In February 2004, we acquired Petreco International Inc., a supplier of oil and gas separation products, for approximately $90 million, net of cash acquired and debt assumed. Petreco’s revenues in 2003 were approximately $117 million, and its income before taxes was approximately $12 million. Petreco is a market-leader in highly engineered custom processing products for the worldwide oil and gas industry. This acquisition will increase our presence in the oil and gas separation market and will complement our existing business.

      Our common stock is traded on the New York Stock Exchange under the symbol “CAM.”

      Our principal executive offices are located at 1333 West Loop South, Suite 1700, Houston, Texas 77027. Our telephone number at that location is (713) 513-3300.

      Additional information regarding the Company, its affiliates and its operations is included in the reports incorporated by reference in this Offer to Purchase. See “Documents Incorporated by Reference” and “Available Information.”

PURPOSE OF THE TENDER OFFER

      The principal purpose is to acquire all of the outstanding Debentures as a step in refinancing the indebtedness represented thereby. We will deliver the Debentures that we repurchase in the Tender Offer to the Trustee for cancellation, and those Debentures will cease to be outstanding.

SOURCES AND AMOUNT OF FUNDS

      The amount of funds required by the Company to purchase all the Debentures pursuant to the Tender Offer and to pay all fees and expenses in connection therewith is estimated to be approximately $200,500,000 plus approximately $1,750,000 in accrued interest.

      The Company’s obligation to accept for purchase and pay the Purchase Price for Debentures validly tendered pursuant to the Tender Offer is subject to the Financing Condition as described under “The Tender Offer — Conditions of the Tender Offer — Financing Condition.” We currently intend to obtain the funds necessary to pay the Purchase Price through the public or private sale of our debt or convertible debt securities. In addition, we have a revolving credit facility and a short-term liquidity facility that will be available to fund the Purchase Price if we are unable to complete the sale of our securities on acceptable terms.

      The Revolving Credit Facility was entered into on December 12, 2003, among us, several of our subsidiaries and a group of banks, including Bank One, N.A. as Agent, Credit Lyonnais New York Branch, as Syndication Agent, and ABN AMRO Bank N.V., Citibank, N.A., and the Royal Bank of Scotland plc, as Documentation Agents. The facility provides for a multi-currency borrowing capacity of up to $200 million (or its equivalent in other currencies) at an interest rate of LIBOR plus a spread, which currently is 0.40%, subject to adjustment based on our debt rating. Loans under the facility

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are unsecured. As of April 22, 2004, there were no borrowings outstanding under the revolving credit facility. The facility matures on December 12, 2007.

      The short-term liquidity facility was entered into on April 21, 2004, among us and certain lenders, including Citicorp North America, Inc., as Administrative Agent. The facility provides for unsecured borrowings in U.S. dollars of up to $200 million at an interest rate of LIBOR plus a spread, which currently is 0.65%, subject to adjustment based on our debt rating. No borrowings may be made under this facility unless we have less than $50 million of availability under the revolving credit facility described above and we have accepted for purchase Debentures validly tendered and not validly withdrawn pursuant to this Offer to Purchase. As of April 22, 2004, no amounts were outstanding under the facility. The facility matures on April 20, 2005.

      If, under these two facilities, sufficient borrowing capacity remains to fund the purchase of Debentures properly tendered and not validly withdrawn pursuant to the Tender Offer, then the Financing Condition will be satisfied. If the Financing Condition is not satisfied, we will not be required to accept for payment, purchase, or pay for, and may delay the acceptance for payment of, any tendered Debentures, in each event subject to Rule 14e-1(c) under the Exchange Act, and may terminate the Tender Offer.

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SUMMARY FINANCIAL INFORMATION

      Our audited consolidated financial statements as of the end of and for each of the fiscal years ended December 31, 2002 and December 31, 2003 are incorporated by reference in this Offer to Purchase from our annual report on Form 10-K/ A for the fiscal year ended December 31, 2003. See “Documents Incorporated by Reference” and “Available Information.”

      The following table sets forth certain summary financial data about us. This summary financial data as of December 31, 2002 and December 31, 2003 is derived from our audited consolidated financial statements. Ernst & Young LLP audited our consolidated financial statements for the fiscal years ended December 31, 2002 and 2003. You should read all of the information presented below with the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, which are incorporated by reference in this Offer to Purchase from our annual report on Form 10-K/ A for the year ended December 31, 2003.

		Year Ended December 31,
		2003		2002
Income Statement Data(1):
	Revenues	$	1,634,346	$	1,538,100
	Gross profit		452,696		435,596
	Income before cumulative effect of accounting change		57,241		60,469
	Cumulative effect of accounting change		12,209		—
	Net income		69,450		60,469
Earnings per share:
	Basic		1.28		1.12
	Diluted		1.25		1.10

		As of December 31,
		2003			2002
Balance Sheet Data(1):
	Current assets	$	1,147,701		$	1,017,861
	Non-current assets		992,984			979,809
	Total assets		2,140,685			1,997,670
	Current liabilities		679,919			374,810
	Non-current liabilities		324,043			581,557
	Total liabilities		1,003,962			956,367
	Net debt-to-capitalization(2)		12.0	%		13.9	%
	Stockholders’ equity		1,136,723			1,041,303
	Shares outstanding		53,803,058			54,511,100
	Net book value per share		21.13			19.10

	Year Ended December 31,
	2003		2002
Ratio of Earnings to Fixed Charges		6.8		8.1

(1)	In thousands except per share data and ratios.
(2)	Net of cash and short-term investments.

      For purposes of calculating the ratios of earnings to fixed charges, “earnings” represent income (including only distributed income of less than 50% owned entities) before income taxes and fixed charges. “Fixed charges” represent the sum of interest charges and the portion of rental expenses representative of an interest factor.

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CERTAIN CONSIDERATIONS

      In deciding whether to participate in the Tender Offer, each Holder should consider carefully, in addition to the other information contained or incorporated by reference in this Offer to Purchase, the information below:

Limited Trading Market

      The Debentures are not listed on any national or regional securities exchange or reported on a national quotation system. To the extent that Debentures are traded, prices for the Debentures may fluctuate greatly. In addition, quotations for securities that are not widely traded, such as the Debentures, may differ from actual trading prices and should be viewed as approximations. Holders are urged to contact their brokers to obtain the best available information as to current prices. To the extent that Debentures are tendered and accepted in the Tender Offer, the trading market for the Debentures would become more limited. Therefore, the market price for Debentures not tendered or not purchased may be affected adversely to the extent that the principal amount of Debentures tendered pursuant to the Tender Offer reduces the float. The reduced float also may tend to make the trading price more volatile. Holders of Debentures not tendered or not purchased may attempt to obtain quotations for their Debentures from their brokers; however, there can be no assurance that any trading market will exist for the Debentures following consummation of the Tender Offer. The extent of the public market for the Debentures following consummation of the Tender Offer will depend upon, among other things, the remaining outstanding principal amount of Debentures after the Tender Offer, the number of Holders of such Debentures remaining at such time and the interest in maintaining a market in the Debentures on the part of securities firms and other factors.

Ranking of Debentures

      As our senior unsecured obligations, any Debentures not tendered and purchased will continue to be effectively subordinated to all our existing and future secured indebtedness, as well as any indebtedness of our subsidiaries.

Treatment of Debentures Not Tendered in the Tender Offer

      Debentures not tendered and purchased in the Tender Offer will remain outstanding. The terms and conditions governing the Debentures, including the covenants and other protective provisions contained in the Indenture, will remain unchanged. No amendment to the Indenture is being sought.

      From time to time in the future, subject to applicable securities laws, we or our subsidiaries may acquire Debentures that are not tendered in the Tender Offer through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise upon such terms and at such prices as we or they may determine, which may be more or less than the price to be paid pursuant to the Tender Offer, and could be for cash or other consideration. Alternatively, we may, subject to certain conditions, redeem any and all of the Debentures not purchased pursuant to the Tender Offer at any time that we are permitted to do so under the Indenture. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) we or any of our subsidiaries will choose to pursue in the future.

THE TENDER OFFER

      The Offer Documents contain important information that should be read carefully before any decision is made with respect to the Tender Offer, and you should also consult with your financial and legal advisers, as appropriate.

Introduction

      The Company hereby offers, upon the terms and subject to the conditions set forth in the Offer Documents, to purchase for cash any and all of the outstanding Debentures that are validly tendered (and not validly withdrawn) to the Depositary on or before the Expiration Date for the consideration described below. We will accept tenders of Debentures in principal amounts of $1,000 or integral multiples thereof.

      Tenders of Debentures pursuant to the Tender Offer may be validly withdrawn at any time before the Expiration Date by following the procedures described herein. A Holder who validly withdraws previously tendered Debentures will

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not receive the Purchase Price unless such Debentures are retendered on or before the Expiration Date and accepted for payment in accordance with the terms and conditions of the Tender Offer.

      We have reserved the right to extend, amend or terminate the Tender Offer. See “— Expiration Date; Extension; Amendment; Termination.”

      Our board of directors has approved our making of the Tender Offer; however, none of the Company, our board of directors or employees, the Dealer Manager, the Depositary or the Information Agent or their respective affiliates make any recommendation to any Holder of Debentures as to whether to tender or refrain from tendering all or any portion of such Holder’s Debentures. Holders must make their own decision whether to tender Debentures. Holders are urged to review carefully all of the information contained or incorporated by reference in this Offer to Purchase. Holders should consult their own financial and tax advisors and must make their own decision as to whether to tender debentures and if so the amount of Debentures to tender.

Purchase Price

      The Purchase Price for each $1,000 principal amount of Debentures accepted for payment pursuant to the Tender Offer shall be $1,000, plus accrued and unpaid interest to, but not including, the Payment Date, payable in cash.

      Payment for Debentures validly tendered and accepted for payment will be made by the deposit of immediately available funds by us with the Depositary. The Depositary will act as agent for the tendering Holders for the purpose of receiving payments from us and transmitting such payments to Holders.

Expiration Date; Extension; Amendment; Termination

      The Tender Offer will expire at 9:00 a.m., New York City time, on Wednesday, May 5, 2004, unless extended or earlier terminated by us. If the Tender Offer is extended, the term “Expiration Date” shall mean the time and date on which the Tender Offer, as so extended, shall expire. We expressly reserve the right to extend the Tender Offer from time to time or for such period or periods as we may determine in our sole discretion by giving oral (to be confirmed in writing) or written notice of such extension to the Depositary and by making a public announcement by press release to the Dow Jones News Service at or before 9:00 a.m., New York City time, on the next business day following the previously scheduled Expiration Date. During any extension of the Tender Offer, all Debentures previously tendered and not accepted for purchase will remain subject to the Tender Offer and may, subject to the terms and conditions of the Tender Offer, be accepted for purchase by the Company.

      To the extent we are legally permitted to do so, we expressly reserve the right, in our sole discretion, at any time to (i) waive any condition of the Tender Offer, (ii) amend any of the terms of the Tender Offer, or (iii) modify the Purchase Price. Any waiver or amendment to the Tender Offer will apply to all Debentures tendered pursuant to the Tender Offer. If we make a material change in the terms of the Tender Offer or waive a material condition of the Tender Offer, we will give oral (to be confirmed in writing) or written notice of such amendment or such waiver to the Depositary and will disseminate additional Offer Documents and will extend the Tender Offer to the extent required by law.

      We expressly reserve the right, in our sole discretion, to terminate the Tender Offer if any of the conditions of the Tender Offer are not satisfied. Any such termination will be followed promptly by public announcement thereof. If we terminate the Tender Offer, we shall give immediate notice thereof to the Depositary, and all Debentures theretofore tendered and not accepted for payment shall be returned promptly to the tendering Holders thereof. If the Tender Offer is withdrawn or otherwise not completed, the Purchase Price will not be paid or become payable. See “— Withdrawal of Tenders;” and “— Conditions of the Tender Offer.”

Acceptance of Debentures for Purchase; Payment for Debentures

      Upon the terms and subject to the conditions of the Tender Offer, we will accept for purchase all Debentures validly tendered pursuant to the Tender Offer and not validly withdrawn. We reserve the right to accept for purchase and pay for all Debentures validly tendered on or before the Expiration Date and to keep the Tender Offer open or extend the Expiration Date to a later date and time announced by us. We will, promptly after the Expiration Date, pay for all Debentures properly tendered and not validly withdrawn.

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      We expressly reserve the right, in our sole discretion, to

•  delay acceptance for purchase of Debentures tendered under the Tender Offer or the payment for Debentures accepted for purchase (subject to Rule 14e-1(c) under the Exchange Act, which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the Holders thereof promptly after the termination or withdrawal of a tender offer), or

•  terminate the Tender Offer and not accept for purchase any Debentures not theretofore accepted for purchase if any of the conditions set forth under “— Conditions of the Tender Offer” shall not have been satisfied or waived by the Company.

In all cases, payment for Debentures accepted for purchase pursuant to the Tender Offer will be made only after timely receipt by the Depositary of certificates representing the Debentures (or confirmation of book-entry transfer thereof), a properly completed and duly executed Letter of Transmittal related thereto (or a facsimile thereof or satisfaction of DTC’s ATOP procedures) and any other documents required thereby.

      For purposes of the Tender Offer, we will be deemed to have accepted for purchase validly tendered Debentures if, as and when we give oral (confirmed in writing) or written notice thereof to the Depositary. Payment for Debentures accepted for purchase in the Tender Offer will be made by us by depositing such payment with the Depositary. The Depositary will act as agent for the tendering Holders for the purpose of receiving the Purchase Price and transmitting the Purchase Price (and accrued and unpaid interest up to, but not including, the Payment Date) to such Holders. Upon the terms and subject to the conditions of the Tender Offer, delivery by the Depositary of the Purchase Price shall be made on the Payment Date for Debentures that have been validly tendered and not validly withdrawn before the Expiration Date.

      Tenders of Debentures pursuant to the Tender Offer will be accepted only in principal amounts equal to $1,000 or any integral multiple thereof.

      If, for any reason, acceptance for purchase of, or payment for, validly tendered Debentures pursuant to the Tender Offer is delayed or we are unable to accept for purchase, or to pay for, validly tendered Debentures pursuant to the Tender Offer, then the Depositary may, nevertheless, on our behalf, retain tendered Debentures, without prejudice to our rights described under “— Expiration Date; Extension; Amendment; Termination”; “— Conditions of the Tender Offer”; and “— Withdrawal of Tenders” (subject to Rule 14e-1(c) under the Exchange Act, which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the Holders thereof promptly after the termination or withdrawal of a tender offer).

      If any tendered Debentures are not accepted for purchase for any reason pursuant to the terms and conditions of the Tender Offer, or if certificates are submitted evidencing more Debentures than those which are tendered, certificates evidencing unpurchased Debentures will be returned, without expense, to the tendering Holder, unless otherwise requested by such Holder in the box labeled “A. Special Issuance/ Delivery Instructions” in the Letter of Transmittal (or, in the case of any Debentures tendered by book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility (as defined below) pursuant to the procedures set forth under the caption “Procedures for Tendering Debentures,” such Debentures will be credited to the account maintained at the Book-Entry Transfer Facility from which such Debentures were delivered), promptly following the Expiration Date or the termination of the Tender Offer.

      The Company reserves the right to transfer or assign, in whole or from time to time in part, to one or more of its affiliates, the right to purchase all or any portion of the Debentures tendered pursuant to the Tender Offer, but any such transfer or assignment will not relieve the Company of its obligations under the Tender Offer and will in no way prejudice the rights of tendering Holders to receive payment for their Debentures validly tendered and not validly withdrawn and accepted for payment pursuant to the Tender Offer.

      Holders whose Debentures are tendered and accepted for purchase pursuant to the Tender Offer will be entitled to accrued and unpaid interest on their Debentures up to, but not including, the Payment Date. Under no circumstances will any additional interest be payable because of any delay in the transmission of funds to the Holders of purchased Debentures or otherwise.

      Tendering Holders of Debentures purchased in the Tender Offer will not be obligated to pay brokerage commissions, fees or transfer taxes with respect to the purchase of their Debentures unless the box labeled “A. Special Issuance/ Delivery Instructions” or the box labeled “B. Special Payment Instructions” on the Letter of Transmittal has been

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completed, as described in the Instructions thereto. The Company will pay all other charges and expenses in connection with the Tender Offer. See “Dealer Manager; Information Agent; Depositary” and “Miscellaneous.”

Procedures for Tendering Debentures

      There are three ways to tender your Debentures, depending on the manner in which you hold your Debentures:

•  If your Debentures are held of record by DTC, you may tender them through DTC’s Automated Tender Offer Program.

•  If your Debentures are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, meaning your Debentures are owned in “street name,” then you must instruct your broker, dealer, commercial bank, trust company or other nominee to tender your Debentures.

•  If your Debentures are registered in your name, you should

•  Complete and sign the Letter of Transmittal or a facsimile copy in accordance with the instructions to the Letter of Transmittal,

•  Mail or deliver the Letter of Transmittal and any other required documents to the Depositary, and

•  Either deliver the certificates for the tendered Debentures to the Depositary or transfer your Debentures pursuant to the book-entry transfer procedures described under “Book Entry Transfer”.

      A Holder with Debentures registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact and instruct that broker, dealer, commercial bank, trust company or other nominee if such holder desires to tender those Debentures. To be valid, tenders must be received by the Depositary on or before the Expiration Date.

      Valid Tender. For a Holder to validly tender Debentures pursuant to the Tender Offer, a properly completed and duly executed Letter of Transmittal or facsimile thereof, with any required signature guarantee, or in the case of a book-entry transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal, and any other required documents, must be received by the Depositary at the address set forth on the back cover of this Offer to Purchase on or before the Expiration Date. In addition, or on before the Expiration Date, either

•  such Debentures must be transferred pursuant to the procedures for book-entry transfer, and a confirmation of such tender must be received by the Depositary, including an Agent’s Message if the tendering Holder has not delivered a Letter of Transmittal, or

•  certificates for tendered Debentures must be received by the Depositary at such address.

      The term “Agent’s Message” means a message transmitted by DTC, received by the Depositary and forming part of the Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the DTC participant tendering Debentures that are the subject of such Book-Entry Confirmation that such DTC participant has received and agrees to be bound by the terms of the Tender Offer as set forth in this Offer to Purchase and the Letter of Transmittal and that the Company may enforce such agreement against such participant. Holders desiring to tender their Debentures before the Expiration Date through ATOP should note that such Holders must allow sufficient time for completion of the ATOP procedures during the normal business hours of DTC before such date.

      If the Debentures are held of record in the name of a person other than the signer of the Letter of Transmittal, or if certificates for unpurchased Debentures are to be issued to a person other than the registered Holder, the Debentures must be endorsed or accompanied by appropriate instruments of transfer entitling the signer of the Letter of Transmittal to tender the Debentures on behalf of the registered Holder, in any case signed exactly as the name of the registered Holder appears on the Debentures, with the signatures on the certificates or instruments of transfer guaranteed as described below.

      The method of delivery of Debentures, the Letter of Transmittal and all other required documents to the Depositary is at the election and risk of the Holder tendering Debentures. Delivery of such documents will be deemed made only when actually received by the Depositary. If such delivery is by mail, it is suggested that the Holder use properly insured, registered mail with return receipt requested, and that the mailing be made sufficiently in advance of the Expiration Date, to permit delivery to the Depositary before the Expiration Date.

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      No alternative, conditional or contingent tenders of Debentures will be accepted.

      Signature Guarantees. Signatures on the Letter of Transmittal must be guaranteed by a firm that is a participant in the Securities Transfer Agents Medallion Program or the Stock Exchange Medallion Program (generally a member of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office in the United States) (an “Eligible Institution”), unless the tendered Debentures are tendered:

•  by the registered Holder of such Debentures, or by a participant in DTC whose name appears on a security position listing as the owner of such Debentures, and neither the box labeled “B. Special Payment Instructions” nor the box labeled “A. Special Issuance/ Delivery Instructions” on the Letter of Transmittal has been completed, or

•  such Debentures are tendered for the account of an Eligible Institution.

      Book-Entry Transfer. Within two business days after the date of this Offer to Purchase, the Depositary will establish an account with respect to the Debentures at DTC for purposes of the Tender Offer. Any financial institution that is a participant in the DTC system and whose name appears on a security position listing as the owner of the Debentures may make book-entry delivery of Debentures by causing DTC to transfer such Debentures into the Depositary’s account in accordance with the DTC’s procedures for such transfer. The confirmation of a book-entry transfer of Debentures into the Depositary’s account at DTC as described above is referred to herein as a “Book-Entry Confirmation.” Although delivery of Debentures may be effected through book-entry at DTC, the Letter of Transmittal or facsimile thereof, with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must be transmitted to and received by the Depositary on or before the Expiration date at the address set forth on the back cover of this Offer to Purchase. Delivery of documents to DTC does not constitute delivery to the Depositary.

      Other Matters. Notwithstanding any other provision hereof, payment for Debentures accepted for payment pursuant to the Tender Offer will in all cases be made only after timely receipt by the Depositary of (i) certificates for, or a timely Book-Entry Confirmation with respect to, such Debentures, (ii) a properly completed and validly executed Letter of Transmittal (or a facsimile thereof), with any required signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message, and (iii) any other documents required by the Letter of Transmittal. Under no circumstances will interest be paid on the Purchase Price, regardless of any delay in making such payments.

      Tenders of Debentures pursuant to any of the procedures described above, and acceptance thereof by the Company for purchase, will constitute a binding agreement between the Company and the tendering Holder of such Debentures, upon the terms and subject to the conditions of the Tender Offer.

      By executing the Letter of Transmittal as set forth above (or by tendering Debentures through book-entry transfer), and subject to and effective upon acceptance for purchase of, and payment for, the Debentures tendered therewith, a tendering Holder (i) represents and warrants that (a) such Holder has the full power and authority to tender, sell, assign and transfer the tendered Debentures and (b) when the Debentures are accepted for payment by us, we will acquire good and unencumbered title to such Debentures, free and clear of all liens, restrictions, charges and encumbrances and not subject to adverse claims or rights, (ii) irrevocably sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to all the Debentures tendered thereby, (iii) waives any and all other rights with respect to the Debentures (including, without limitation, the tendering Holder’s waiver of any existing or past defaults and their consequences in respect of the Debentures, (iv) releases and discharges us from any and all claims such Holder may have now, or may have in the future, arising out of, or related to, the Debentures and (v) irrevocably constitutes and appoints the Depositary as the true and lawful agent and attorney-in-fact of such Holder with respect to any such tendered Debentures, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (a) deliver certificates representing such Debentures, or transfer ownership of such Debentures on the account books maintained by DTC, together, in any such case, with all accompanying evidences of transfer and authenticity, to us, (b) present such Debentures for transfer on the relevant security register, and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Debentures (except that the Depositary will have no rights to, or control over or liability for, funds from us, except as agent for the tendering Holders, for the Purchase Price, and accrued interest for any tendered Debentures that are purchased by us).

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      All questions as to the form of all documents and the validity (including time of receipt), acceptance for payment or withdrawal of tendered Debentures will be determined by the Company, in its sole discretion, whose determination shall be final and binding. Alternative, conditional or contingent tenders of Debentures will not be considered valid. The Company reserves the absolute right, in its sole discretion, to reject any or all tenders of Debentures that are not in proper form or the acceptance of which, in the Company’s opinion, would be unlawful. The Company also reserves the right to waive any defects or irregularities of tender as to particular Debentures, whether or not similar defects or irregularities are waived in the case of other Debentures.

      The Company’s interpretation of the terms and conditions of the Tender Offer (including the instructions in the Letter of Transmittal) will be final and binding.

      Any defect or irregularity in connection with tenders of Debentures must be cured within such time as the Company determines, unless waived by the Company. Tenders of Debentures shall not be deemed to have been made until all defects and irregularities have been waived by the Company or cured. None of the Company, the Depositary, the Trustee, the Information Agent, the Dealer Manager, or any other person will be under any duty to give notice of any defects or irregularities in tenders of Debentures or will incur any liability to Holders for failure to give any such notice.

Withdrawal of Tenders

      When Debentures may be Withdrawn. You may withdraw your tendered Debentures at any time on or before the Expiration Date. You may also withdraw your Debentures if we have not accepted them for payment by May 15, 2004. A withdrawal of previously tendered Debentures may not be rescinded. Any Debentures properly withdrawn will be deemed not validly tendered for purposes of the Tender Offer unless such Debentures are properly re-tendered.

      Holders who have withdrawn their previously tendered Debentures may re-tender Debentures at any time on or before the Expiration Date, by following one of the procedures described in “— Procedures for Tendering Debentures.” In the event of a termination of the Tender Offer, the Debentures tendered pursuant to the Offer will be promptly returned to the tendering Holder.

      Procedure for Withdrawing Debentures. For a withdrawal of Debentures to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. The withdrawal notice must:

•  specify the name of the person who tendered the Debentures to be withdrawn;

•  contain a description of the Debentures to be withdrawn;

•  specify the certificate numbers shown on the particular certificates evidencing such Debentures and the aggregate principal amount represented by such Debentures; and

•  be signed by the Holder of such Debentures in the same manner as the original signature on the Letter of Transmittal, including any required signature guarantees.

      Alternatively, the withdrawal notice must be accompanied by evidence satisfactory to us, in our sole discretion, that the person withdrawing the tender has succeeded to the beneficial ownership of the Debentures. In addition, any such notice of withdrawal must specify, in the case of Debentures tendered by delivery of certificates for such Debentures, the name of the registered Holder, if different from that of the tendering Holder or, in the case of Debentures tendered by book-entry transfer, the name and number of the account at DTC to be credited with the withdrawn Debentures. The signature on the notice of withdrawal must be guaranteed by an Eligible Institution unless such Debentures have been tendered for the account of an Eligible Institution. If certificates for the Debentures to be withdrawn have been delivered or otherwise identified to the Depositary, a signed notice of withdrawal will be effective immediately upon receipt by the Depositary of a written or facsimile transmission notice of withdrawal even if physical release is not yet effected. Any Debentures properly withdrawn will be deemed to be not validly tendered for purposes of the Tender Offer. Withdrawals of Debentures can be accomplished only in accordance with the foregoing procedures.

      If a Holder tenders its Debentures in the Tender Offer, such Holder may convert its Debentures only if such Holder withdraws its Debentures prior to the time such Holder’s right to withdraw has expired. The Debentures are convertible

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into shares of our common stock at a conversion rate (subject to adjustment) of 10.5158 shares per $1,000 principal amount, which is equal to a conversion price of $95.095 per share.

      Form and Validity. All questions as to the form and validity, including time of receipt, of notices of withdrawal of tenders will be determined by us, in our sole discretion, which determination will be final and binding. None of us, the Dealer Manager, the Depositary, the Information Agent or the Trustee or any other person will be under any duty to give notification of any defects or irregularities in any notices of withdrawal or be subject to any liability for failure to give any such notification.

Conditions of the Tender Offer

      Financing Condition. Notwithstanding any other provision of the Tender Offer, our obligation to accept for purchase and to pay the Purchase Price for Debentures validly tendered pursuant to the Tender Offer is subject to and conditioned upon our having available, immediately before acceptance of Debentures pursuant to the terms and conditions of the Tender Offer, financing with terms and conditions satisfactory to us and in an amount not less than the amount required to purchase the Debentures tendered in the Tender Offer. If the Financing Condition is not satisfied we will not be required to accept for payment, purchase, or pay for, and may delay the acceptance for payment of any tendered Debentures, in each event subject to Rule 14e-1(c) under the Exchange Act, and may terminate the Tender Offer.

      General Conditions. The Tender Offer is not conditioned on a minimum principal amount of Debentures being tendered. Notwithstanding any other provision of the Tender Offer, we may terminate or amend the Tender Offer or may postpone the acceptance for payment of, or the purchase of and payment for, Debentures tendered, subject to the rules under the Exchange Act, if at any time before the Expiration Date, any of the following events have occurred (or been determined by us to have occurred):

      (i) There shall have been instituted, overtly threatened or be pending any action or proceeding before or by any court, governmental, regulatory or administrative agency or instrumentality, or by any other person which (a) challenges the making of the Tender Offer, the acquisition of the Debentures pursuant to the Tender Offer or otherwise relates in any manner to the Tender Offer or (b) in our reasonable good faith judgment, would be materially adverse to the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of the Company and its subsidiaries taken as a whole or which would, in our reasonable good faith judgment, prohibit, prevent, restrict or delay consummation of the Tender Offer;

      (ii) There shall have occurred any development which would, in our reasonable good faith judgment, materially adversely affect the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of the Company and its subsidiaries taken as a whole;

      (iii) An order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been proposed, enacted, entered, issued, promulgated, enforced or deemed applicable by any court or governmental, regulatory or administrative agency or instrumentality (collectively, a “Legal Event”) that, in our reasonable good faith judgment, would prohibit, prevent, restrict or delay consummation of the Tender Offer;

      (iv) There shall have occurred or be likely to occur (a) any event materially adversely affecting the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of the Company and its subsidiaries taken as a whole that, in our reasonable good faith judgment, would prohibit, prevent, restrict or delay consummation of the Tender Offer, or (b) any legal event which in our reasonable good faith judgment is, or is likely to be, materially adverse to the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of the Company and its subsidiaries taken as a whole;

      (v) There shall have occurred (a) any general suspension of, or limitation on prices for, trading in the United States securities or financial markets, (b) any material change in the price of the Debentures which is adverse to the Company, (c) a material impairment in the trading market for debt securities, (d) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (e) any limitation (whether or not mandatory) by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, or other event that, in our reasonable good faith judgment, is likely to affect the extension of credit by banks

15

or other lending institutions, (f) there is (1) an outbreak or escalation of hostilities or acts of terrorism involving the United States or declaration of a national emergency or war by the United States or (2) any other calamity or crisis or any change in political, financial or economic conditions, if the effect of any such event in (1) or (2), in our reasonable good faith judgment, makes it impracticable or inadvisable to proceed with the Tender Offer, or (g) in the case of any of the foregoing existing on the date hereof, a material acceleration or worsening thereof; or

      (vi) There shall have occurred on or before the Expiration Date (a) a material increase in interest rates or (b) a material decrease in the trading price for our common stock that would, in either case, in our reasonable good faith judgment cause the consummation of the Tender Offer not to be in our best interest.

      The conditions of the Tender Offer are for our sole benefit and may be asserted by us in our sole discretion regardless of the circumstances giving rise to such conditions or may be waived by us, in whole or in part, in our sole discretion, whether or not any other condition of the Tender Offer also is waived. We have not made a decision as to what circumstances would lead us to waive any such condition, and any such waiver would depend on circumstances prevailing at the time of such waiver. Any determination by us concerning the events described in this section shall be final and binding upon all Holders.

      Although we have no present plans or arrangements to do so, we reserve the right to amend, at any time, the terms of the Tender Offer. We will give Holders notice of such amendments as may be required by applicable law.

MARKET AND TRADING INFORMATION FOR THE DEBENTURES AND OUR COMMON STOCK

      The Debentures are not listed on any national or regional securities exchange or reported on a national quotation system. To the extent that the Debentures are traded, prices of the Debentures may fluctuate greatly. Holders are urged to obtain current information with respect to the market prices for the Debentures.

      Our common stock is currently listed on the New York Stock Exchange under the symbol “CAM.” The following table sets forth, for each period indicated, the high and low sale prices for our common stock as reported on the NYSE.

	Common Stock
	Price
	High		Low
Year Ended December 31, 2002
Quarter ended March 31, 2002	$	52.98	$	36.40
Quarter ended June 30, 2002	$	59.60	$	47.99
Quarter ended September 30, 2002	$	50.86	$	35.94
Quarter ended December 31, 2002	$	53.31	$	38.56
Year Ended December 31, 2003
Quarter ended March 31, 2003	$	54.55	$	44.00
Quarter ended June 30, 2003	$	55.60	$	44.80
Quarter ended September 30, 2003	$	51.50	$	45.00
Quarter ended December 31, 2003	$	48.66	$	40.98
Year Ended December 31, 2004
Quarter ended March 31, 2004	$	49.49	$	40.05
Quarter ended June 30, 2004 (through April 21, 2004)	$	47.90	$	42.93

      On April 21, 2004 the last reported sales price of our common stock on the NYSE was $46.61 per share. Based on the current conversion rate for the Debentures of 10.5158 shares of common stock per $1,000 principal amount of Debentures, the current conversion price for the Debentures is $95.095 per share.

      We do not currently intend to pay dividends on our common stock.

16

DESCRIPTION OF DEBENTURES

      The following description of the Debentures is qualified by a more complete description contained under the caption “Description of Debentures” in the prospectus supplement filed pursuant to Rule 424(b)(5) on May 14, 2001 (Registration No. 333 — 51705) and by the Indenture relating to the Debentures, copies of which are available, without charge, from the Information Agent. You may also obtain copies, without charge, from the Commission as described under the heading “Available Information” below.

      The Debentures were issued pursuant to the Indenture between us and the Trustee. The terms of the Debentures are those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Debentures are subject to all such terms and the Holders of the Debentures are referred to the Indenture and the Trust Indenture Act for a statement thereof. Copies of the Indenture are available from the Information Agent at the address and telephone numbers set forth on the back cover of this Offer to Purchase.

      The Debentures were issued on May 16, 2001 in an original aggregate principal amount of $200,000,000, all of which remained outstanding as of April 22, 2004. Interest on the Debentures is payable semiannually, on each May 15 and November 15 to the persons in whose names the Debentures are registered at the close of business on May 1 and November 1 before the payment date, at an annual rate of 1.75%.

      The Debentures are convertible into shares of the Company’s common stock at a conversion rate (subject to adjustment) of 10.5158 shares per $1,000 principal amount, which is equal to a conversion price of $95.095 per share.

      The Debentures may be redeemed at our option on or after May 18, 2006 at a price of $1,000 per $1,000 aggregate principal amount, plus accrued and unpaid interest to the redemption date. We are obligated to repurchase, at the option of the Holder, Debentures held by a Holder on May 18, 2006, May 18, 2011, and May 18, 2016 at a purchase price equal to the principal amount plus accrued and unpaid interest. The purchase prices may be paid, at our option, in cash or by the issuance and the delivery of our common stock or in any combination thereof.

      Upon the occurrence of a fundamental change as defined in the Indenture, including a change of control, each Holder may require us to purchase all or a portion of the Holder’s debentures at a price equal to the principal amount of the Debentures plus accrued and unpaid interest.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

      The following is a discussion of the material United States federal income tax consequences of the Tender Offer to Holders. It is not a complete analysis of all the potential tax considerations relating to the Tender Offer. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, and currently effective administrative rulings and judicial decisions. These authorities may be changed, perhaps with retroactive effect, so as to result in U.S. federal income tax consequences different from those set forth below. The Company has not sought any ruling from the Internal Revenue Service (the “I.R.S.”) with respect to the statements made herein concerning the Debentures, and the Company cannot assure you that the I.R.S. will agree with such statements.

      This summary assumes that the Debentures are held as capital assets. This summary does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction, nor does it address tax considerations arising under United States federal estate, gift or alternative minimum tax laws. In addition, this discussion does not address all tax considerations that may be applicable to Holders’ particular circumstances or to Holders that may be subject to special tax rules, such as:

•  banks, insurance companies, or other financial institutions;

•  tax-exempt organizations;

•  dealers in securities, currencies or commodities;

•  expatriates;

•  traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

17

•  regulated investment companies and real estate investment trusts;

•  Holders whose functional currency is not the U.S. dollar;

•  persons holding Debentures in a tax-deferred or tax advantaged account;

•  persons that hold the Debentures as a position in a hedging transaction, straddle, conversion transaction or other risk reduction transaction;

•  persons deemed to sell the Debentures under the constructive sale provisions of the Code; or

•  partnerships or other pass-through entities.

      If a partnership holds Debentures, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding the Debentures, you should consult your tax advisor regarding the tax consequences of the ownership and disposition of the Debentures.

      As used in this discussion, the term “U.S. Holder” means a beneficial owner of a Debenture that is, for U.S. federal income tax purposes:

•  a citizen or resident of the United States;

•  a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision of the United States;

•  an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•  a trust that (i) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons or (ii) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

      The term “Non-U.S. Holder” means a beneficial owner of a Note that is, for U.S. federal income tax purposes, a nonresident alien or a corporation, estate or trust that is not a U.S. Holder.

      All Holders are urged to consult their own tax advisors regarding the specific federal, state, local, and foreign income and other tax considerations of the Tender Offer.

Consequences to Tendering U.S. Holders

      Sale of a Debenture. The receipt of cash by a U.S. Holder in exchange for a Debenture will be a taxable transaction for federal income tax purposes. A U.S. Holder will recognize capital gain or loss in an amount equal to the difference between (i) the amount of cash received (other than amounts attributable to accrued but unpaid interest, if any, which will be treated as such) and (ii) the U.S. Holder’s adjusted tax basis in the Debenture (not including any basis attributable to accrued but unpaid interest, if any). Such capital gain or loss will be long-term capital gain or loss if the U.S. Holder held the Debenture for more than one year at the time of such sale. The deductibility of capital losses is subject to certain limitations. The cash received attributable to accrued but unpaid interest that has not yet been included in the U.S. Holder’s income will be taxable as ordinary income except to the extent any amount received is attributable to prior accrued stated interest paid by the U.S. Holder upon acquisition of the Debenture, which may be subject to different treatment.

Consequences to Tendering Non-U.S. Holders

      Sale of a Debenture. The receipt of cash by a Non-U.S. Holder in exchange for a Debenture (other than any accrued but unpaid interest, which will be treated as such) generally will not be subject to U.S. federal income tax unless (i) gain on the disposition is effectively connected with such Non-U.S. Holder’s conduct of a United States trade or business (and, if certain tax treaties apply, is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States), or (ii) such Non U.S. Holder is an individual and is present in the United States for 183 days or more during the year of receipt and certain other conditions exist, or (iii) the Company is a United States real property holding corporation under the “FIRPTA” rules adopted in 1980. The Company does not believe that it currently is a United States real property holding corporation or that it will become one in the future.

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      The gross amounts of payments attributable to accrued interest paid to a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax, provided that (1) such Holder does not actually or constructively own 10% or more of the combined voting power of all classes of stock of the Company that are entitled to vote, (2) the Holder is not (a) a controlled foreign corporation that is related to the Company through stock ownership or (b) a bank receiving interest on a loan entered into in the ordinary course of business, (3) such interest is not effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the United States, and (4) the Company or the applicable paying agent (“Withholding Agent”) has received appropriate documentation (generally on an I.R.S. Form W-8BEN or substantially similar form, as discussed below) establishing that the Non-U.S. Holder is not a U.S. person. A Non-U.S. Holder that does not qualify for exemption from U.S. federal income tax under this paragraph generally will be subject to withholding of U.S. federal income tax at a 30% rate (or lower applicable treaty rate) on payments of accrued interest.

      The I.R.S. Form W-8BEN or substantially similar form must be signed by the Non-U.S. Holder under penalties of perjury certifying that such person is a Non-U.S. Holder and providing a name, address and Taxpayer Identification Number, if any. A Non-U.S. Holder must inform the Withholding Agent of any change in the information on the statement within 30 days of the change. If a Non-U.S. Holder holds a Debenture through a securities clearing organization or other qualified financial institution, the organization or institution may provide a signed statement to the Withholding Agent. However, in that case, the signed statement generally must be accompanied by a copy of the executed I.R.S. Form W-8BEN or substantially similar form such Non-U.S. Holder provided to the organization or institution. If the Non-U.S. Holder is a partner in a partnership holding Debentures, the partnership as well as the Non U.S. Holder must comply with applicable certification requirements. There are also special rules applicable to intermediaries.

      Effectively Connected Income or Gain. Income or gain on the sale of a Debenture held by a Non-U.S. Holder that is effectively connected with the conduct of a United States trade or business is (and, if certain tax treaties apply, is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States) subject to regular federal income tax on that gain in generally the same manner as if such Holder were a U.S. Holder. Payments of interest that are effectively connected with the conduct of a United States trade or business will not, however, be subject to the 30% withholding tax described above, provided that the Non-U.S. Holder provides the withholding agent with a properly executed I.R.S. Form W-8ECI. In addition, if the Non-U.S. Holder is a corporation, it may be subject to a branch profits tax equal to 30% of its effectively connected adjusted earnings and profits for the taxable year of the sale, unless it qualifies for a lower rate under an applicable tax treaty.

Backup Withholding

      U.S. Holders. A U.S. Holder may be subject to backup withholding (currently at a 28% rate) with respect to the receipt of cash in exchange for a Debenture unless the U.S. Holder provides the Company a correct Taxpayer Identification Number (“TIN”) and otherwise complies with applicable United States information reporting and certification requirements. Any amount paid as backup withholding would be creditable against the U.S. Holder’s federal income tax liability, provided that the requisite information is furnished to the I.R.S.

      Non-U.S. Holders. A Non-U.S. Holder may be subject to backup withholding (currently at a 28% rate) with respect to the receipt of cash in exchange for a Debenture, unless its status as a Non- U.S. Holder is certified on an I.R.S. Form W-8BEN or substantially similar form in the manner described above under “— Consequences to Tendering Non-U.S. Holders.”

      All Holders should consult their own tax advisors to determine the federal, state, local and foreign tax consequences of the tender of Debentures pursuant to the Tender Offer.

      Any amount paid as backup withholding would be creditable against the Non-U.S. Holder’s federal income tax liability, provided that the requisite information is furnished to the I.R.S.

19

DEALER MANAGER; INFORMATION AGENT; DEPOSITARY

Dealer Manager

      We have retained UBS Securities LLC to act as the exclusive Dealer Manager for the Tender Offer. In its capacity as Dealer Manager, UBS Securities LLC may contact Holders regarding the Tender Offer and may request Custodians to forward this Offer to Purchase and related materials to beneficial owners of Debentures.

      We have agreed to pay UBS Securities LLC customary fees for its services as Dealer Manager and to reimburse certain expenses in connection with the Tender Offer. We also have agreed to indemnify UBS Securities LLC and its affiliates against certain liabilities under federal or state law or otherwise caused by, relating to or arising out of the Tender Offer.

      UBS Securities LLC and its affiliates have provided to us, and may in the future provide to us from time to time, investment banking, commercial banking and financial advisory services and engage in other commercial dealings with us in the ordinary course of business. UBS Securities LLC and its affiliates are also assisting us in connection with arranging financing for the Tender Offer. They have received, and expect to receive, customary fees and commissions for these services. At any given time, UBS Securities LLC or its affiliates may trade the Debentures or other of our securities for its or their own account, or for the accounts of its or their customers and, accordingly, may hold a long or short position in the Debentures or those securities.

      Any holder who has questions concerning the terms of the Tender Offer may contact the Dealer Manager at the address and telephone numbers set forth on the back cover of this Offer to Purchase.

Information Agent

      Georgeson Shareholder Communications has been appointed the Information Agent with respect to the Tender Offer. We will pay the Information Agent customary fees for its services and reimburse the Information Agent for its reasonable out-of-pocket expenses in connection therewith. We also have agreed to indemnify the Information Agent for certain liabilities. Requests for additional copies of documentation may be directed to the Information Agent at the address and telephone numbers set forth on the back cover of this Offer to Purchase.

Depositary

      J.P. Morgan Trust Company, National Association, has been appointed the Depositary for the Tender Offer. All deliveries and correspondence sent to the Depositary should be directed to the address set forth on the back cover of this Offer to Purchase. We will pay the Depositary customary fees for its services and reimburse the Depositary for its reasonable out-of-pocket expenses in connection therewith. We have also agreed to indemnify the Depositary for certain liabilities. J.P. Morgan Trust Company, National Association, as Depositary for the Tender Offer and as Trustee under the Indenture, makes no representation or warranty, express or implied, as to the accuracy or completeness of any information contained in this Offer to Purchase, except for such information that specifically pertains to J.P. Morgan Trust Company, National Association, itself.

Miscellaneous

      In connection with the Tender Offer, directors and officers, we and our affiliates may solicit tenders by use of the mails, personally or by telephone, facsimile, telegram, electronic communication or other similar methods. We also will pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this Offer to Purchase and related documents to the beneficial owners of the Debentures and in handling or forwarding tenders of Debentures. We will not pay any fees or commissions to any broker, dealer or other person, other than the Dealer Manager, in connection with the solicitation of tenders of Debentures pursuant to the Tender Offer.

20

DOCUMENTS INCORPORATED BY REFERENCE

      The following documents have been filed with the Securities and Exchange Commission (the “Commission”) and are incorporated herein by reference:

•  the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003, including the Company’s audited financial statements for the two fiscal years ended December 31, 2003;

•  our Tender Offer Statement on Schedule TO filed with the Commission on the date of this Offer to Purchase.

•  the Supplemental Indenture relating to the Debentures, dated as of May 16, 2001, between us and Bank One Trust Company, National Association, as trustee, filed as Exhibit 4.1 to our Current Report on Form 8-K dated May 16, 2001; and

•  the Indenture relating to the Debentures, dated as of May 8, 1998, between us and Bank One Trust Company, National Association, as trustee, filed as Exhibit 4.3 to our Registration Statement on Form S-3 (Registration No. 333 — 51705).

      We will provide without charge to each person to whom this Offer to Purchase is delivered, upon the request of such person, a copy of any or all the documents incorporated herein by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests for such documents should be directed to Cooper Cameron Corporation, 1333 West Loop South, Suite 1700, Houston, Texas 77027, Attention: Corporate Secretary, phone number 713-513-3322. You also may obtain copies of these documents and other information about us from our web site at www.coopercameron.com; however, such other information is not incorporated by reference into this offer to purchase.

AVAILABLE INFORMATION

      We currently are subject to the periodic reporting requirements of the Exchange Act and, in accordance therewith, we file reports and other information with the Commission. These reports and other information may be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, which may be contacted by telephone at 1-(800)SEC-0330. Copies of these materials may be obtained at prescribed rates from the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. These materials also may be accessed electronically at the Commission’s site on the World Wide Web located at http://www.sec.gov. Statements made in this Offer to Purchase concerning the provisions of any contract, agreement, indenture, security document or other document referred to herein are not necessarily complete. With respect to each such statement concerning a contract, agreement, indenture, security document or other document filed with the Commission, reference is made to such filing for a more complete description of the matter involved, and each such statement is qualified in its entirety by such reference.

      Pursuant to Rule 13e-4 under the Exchange Act, we have filed with the Commission a tender offer statement on Schedule TO that contains additional information about the Tender Offer. The Schedule TO, including the exhibits and any amendments to the Schedule TO, may be examined, and copies may be obtained, at the same places and in the same manner as described in the immediately preceding paragraph.

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MISCELLANEOUS

      The Tender Offer is not being made to (nor will tenders of Debentures be accepted from or on behalf of) Holders of Debentures in any jurisdiction in which the making or acceptance of the Tender Offer would not be in compliance with the laws of such jurisdiction. However, we, in our sole discretion, may take such action as we may deem necessary to make or extend the Tender Offer in any such jurisdiction.

      No person has been authorized to give any information or make any representation on behalf of us that is not contained in this Offer to Purchase or in the Letter of Transmittal and, if given or made, such information or representation should not be relied upon.

COOPER CAMERON CORPORATION

22

The Depositary for the Tender Offer is:

J.P. Morgan Trust Company, National Association

By Facsimile (Eligible Institutions Only):

Attn: Investor Relations
(214)468-6494
(Confirm by Telephone (800)275-2048 By Mail or Hand:

J.P. Morgan Trust Company, N.A.
Attn: Frank Ivins
2001 Bryan Street, 9th Floor
Dallas, TX 75201

      Any questions or requests for assistance may be directed to the Dealer Manager at the address and telephone numbers set forth below. Requests for additional copies of this Offer to Purchase and the Letter of Transmittal may be directed to the Information Agent. Beneficial owners may also contact their Custodian for assistance concerning the Tender Offer.

The Information Agent for the Tender Offer is:

Georgeson Shareholder Communications

17 State Street

10th Floor

New York, NY 10004

Banks and Brokers Call Collect: (212) 440-9800

All Others Please Call Toll-Free: 800-387-8819

The Dealer Manager for the Tender Offer is:

UBS Investment Bank

Liability Management Group

677 Washington Boulevard

Stamford, CT 06901

Attention: Liability Management Group

Toll Free: (888) 722-9555 (x4210)

Call Collect: (203) 719-4210

EX-99.B2

EXHIBIT (b)(2)

364 DAY CREDIT AGREEMENT

AMONG

COOPER CAMERON CORPORATION,

AS BORROWER,

THE LENDERS NAMED HEREIN,

CITICORP NORTH AMERICA, INC.

AS ADMINISTRATIVE AGENT,

CITIGROUP GLOBAL MARKETS, INC.

AND UBS SECURITIES LLC

AS JOINT LEAD ARRANGERS AND CO-BOOK RUNNERS,

DATED AS OF

APRIL 21, 2004

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		1
ARTICLE II THE CREDITS		13
2.1 Commitment		13
2.2 [Intentionally Deleted]		13
2.3 Ratable Loans		13
2.4 Types of Advances		13
2.5 [Intentionally Deleted]		13
2.6 Facility Fee; Usage Fee; Reductions in Aggregate Commitment		13
2.7 Minimum Amount of Each Advance		14
2.8 Principal Payments		14
2.9 Method of Selecting Types and Interest Periods for New Advances		15
2.10 Conversion and Continuation of Outstanding Advances		15
2.11 Method of Borrowing		15
2.12 Changes in Interest Rate, etc		16
2.13 Rates Applicable After Default		16
2.14 Method of Payment		16
2.15 [Intentionally Deleted]		17
2.16 Noteless Agreement; Evidence of Indebtedness		17
2.17 Telephonic Notices		17
2.18 Interest Payment Dates; Interest and Fee Basis		18
2.19 Notification of Advances, Interest Rates, Prepayments and Commitment Reductions		18
2.20 Lending Installations		18
2.21 Non-Receipt of Funds by the Administrative Agent		18
2.22 [Intentionally Deleted]		19
2.23 Judgment Currency		19
2.24 [Intentionally Deleted]		19
2.25 Lender Replacement		19
2.26 [Intentionally Deleted]		20
ARTICLE III YIELD PROTECTION; TAXES		20
3.1 Yield Protection		20
3.2 Changes in Capital Adequacy Regulations		20

	Page
3.3 Availability of Types of Advances		21
3.4 Funding Indemnification		21
3.5 Taxes		21
3.6 Lender Statements; Survival of Indemnity		23
ARTICLE IV CONDITIONS PRECEDENT		24
4.1 Initial Credit Extensions		24
4.2 Each Credit Extension		26
ARTICLE V REPRESENTATIONS AND WARRANTIES		26
5.1 Existence and Standing		26
5.2 Authorization and Validity		26
5.3 No Conflict; Government Consent		27
5.4 Financial Statements		27
5.5 Taxes		27
5.6 Litigation and Contingent Obligations		27
5.7 Subsidiaries		28
5.8 ERISA		28
5.9 Accuracy of Information		28
5.10 Regulation U		28
5.11 Material Agreements		28
5.12 Compliance With Laws		28
5.13 Ownership of Properties		29
5.14 Plan Assets; Prohibited Transactions		29
5.15 Environmental Matters		29
5.16 Investment Company Act		29
5.17 Public Utility Holding Company Act		29
5.18 Reportable Transaction		29
ARTICLE VI COVENANTS		29
6.1 Financial Reporting		30
6.2 Use of Proceeds		31
6.3 Notice of Default		31
6.4 Conduct of Business		31

	Page
6.5 Taxes		31
6.6 Insurance		32
6.7 Compliance with Laws		32
6.8 Maintenance of Properties		32
6.9 Inspection		32
6.10 Capital Stock and Dividends		32
6.11 Indebtedness		32
6.12 Merger		33
6.13 Sale of Assets		33
6.14 Sale of Accounts		34
6.15 Liens		34
6.16 Affiliates		34
6.17 Environmental Matters		35
6.18 Restrictions on Subsidiary Payments		35
6.19 ERISA Compliance		35
6.20 Financial Covenants		35
ARTICLE VII DEFAULTS		36
ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES		38
8.1 Acceleration		38
8.2 Amendments		38
8.3 Preservation of Rights		39
ARTICLE IX GENERAL PROVISIONS		39
9.1 Survival of Representations		39
9.2 Governmental Regulation		40
9.3 Headings		40
9.4 Entire Agreement		40
9.5 Several Obligations; Benefits of this Agreement		40
9.6 Expenses; Indemnification		40
9.7 Numbers of Documents		41
9.8 Accounting		42
9.9 Severability of Provisions		42

	Page
9.10 Nonliability of Lenders		42
9.11 Confidentiality		42
9.12 Nonreliance		43
9.13 Disclosure		43
9.14 Usury Not Intended		43
ARTICLE X THE AGENT		44
10.1 Appointment; Nature of Relationship		44
10.2 Powers		44
10.3 General Immunity		44
10.4 No Responsibility for Loans, Recitals, etc		44
10.5 Action on Instructions of Lenders		45
10.6 Employment of Agents and Counsel		45
10.7 Reliance on Documents; Counsel		45
10.8 Administrative Agent’s Reimbursement and Indemnification		45
10.9 Notice of Default		46
10.10 Rights as a Lender		46
10.11 Lender Credit Decision		46
10.12 Successor Administrative Agent		47
10.13 Administrative Agent and Arranger Fees		47
10.14 Delegation to Affiliates		47
ARTICLE XI SETOFF; RATABLE PAYMENTS		48
11.1 Setoff		48
11.2 Ratable Payments		48
ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS		48
12.1 Successors and Assigns		48
12.2 Participations		49
12.3 Assignments		50
12.4 Dissemination of Information		50
12.5 Tax Treatment		51
ARTICLE XIII NOTICES		51
13.1 Notices		51

	Page
13.2 Change of Address		51
ARTICLE XIV COUNTERPARTS		51
ARTICLE XV CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL		52
15.1 CHOICE OF LAW		52
15.2 CONSENT TO JURISDICTION		52
15.3 WAIVER OF JURY TRIAL		52

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364 DAY CREDIT AGREEMENT

     This Agreement, dated as of April 21, 2004, is among Cooper Cameron Corporation, the Lenders (defined below), and Citicorp North America, Inc., as Administrative Agent. The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

     As used in this Agreement:

     “Administrative Agent” means Citicorp in its capacity as contractual representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Agent appointed pursuant to Article X.

     “Administrative Agency Fee Letter” means the administrative agency fee letter dated as of April 21, 2004, between the Administrative Agent and the Borrower.

     “Advance” means a borrowing hereunder, (a) made by the Lenders on the same Borrowing Date, or (b) converted or continued by the Lenders on the same date of conversion or continuation, consisting, in either case, of the aggregate amount of the several Loans of the same Type and, in the case of Eurocurrency Loans, for the same Interest Period.

     “Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person owns 15% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.

     “Aggregate Commitment” means the aggregate of the Commitments of all the Lenders, as reduced from time to time pursuant to the terms hereof.

     “Aggregate Outstanding Credit Exposure” means, at any time, the aggregate of the Outstanding Credit Exposure of all the Lenders.

     “Agreement” means this credit agreement, as it may be amended, restated, modified or supplemented and in effect from time to time.

     “Agreement Accounting Principles” means generally accepted accounting principles as in effect from time to time, applied in a manner consistent with that used in preparing the financial statements referred to in Section 5.4.

     “Alternate Base Rate” means, for any day, a rate of interest per annum equal to the higher of (a) the Prime Rate for such day and (b) the sum of the Federal Funds Effective Rate for such day plus 1/2% per annum.

     “Applicable Fee Rate” means, at any time, the percentage rate per annum at which Facility Fees or usage fees are accruing at such time as set out in the attached Pricing Schedule.

     “Applicable Margin” means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type as set out in the attached Pricing Schedule.

     “Arrangers” means Citigroup Capital Markets, Inc., a Delaware corporation, and UBS Securities LLC, a Delaware limited liability company, and their respective successors, in their capacity as Joint Lead Arrangers and Co-Book Runners.

     “Article” means an article of this Agreement unless another document is specifically referenced.

     “Asset Disposition” means any sale, transfer, or other disposition of any asset of the Borrower or any Subsidiary in a single transaction or in a series of related transactions (other than the sale of inventory in the ordinary course, the sale of obsolete or excess machinery, equipment, or furniture in the ordinary course, and the sale of accounts and notes receivable permitted by Section 6.14).

     “Attributable Debt” means as at the time of determination (a) with respect to a Synthetic Lease, the present value (discounted at the explicit or implicit interest rate applicable to such Synthetic Lease at such time) of the total obligations of the lessee for rental payments during the remaining term of such Synthetic Lease at such time and (b) with respect to an accounts or notes receivable financing or securitization program, the outstanding balance of amounts advanced in respect of the receivables and notes under such program.

     “Authorized Officer” means, with respect to the Borrower, any of the chief executive officer, president, chief financial officer, treasurer, or controller, acting singly.

     “Available Aggregate Commitment” means, at any time, the Aggregate Commitment then in effect minus the Aggregate Outstanding Credit Exposure at such time.

     “Borrower” means Cooper Cameron Corporation and its successors and assigns.

     “Borrowing Date” means a date on which an Advance is made hereunder.

     “Borrowing Notice” is defined in Section 2.9.

     “Business Day” means (a) with respect to any borrowing, payment or rate selection of Eurocurrency Advances, a day (other than a Saturday or Sunday) on which banks generally are open in New York for the conduct of substantially all of their commercial lending activities, interbank wire transfers can be made on the Fedwire system and dealings in Dollars are carried on in the London interbank market and (b) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in New York for the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire system.

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     “Capitalized Lease” of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

     “Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

     “Cash Equivalents” means any of the following, to the extent having a maturity of not greater than 270 days from the date of acquisition thereof: (a) readily marketable direct obligations of the Government of the United States or any agency or instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of the Government of the United States, (b) insured certificates of deposit of or time deposits with any commercial bank that is a Lender or a member of the Federal Reserve System, issues (or the parent of which issues) commercial paper rated as described in clause (c) below, is organized under the laws of the United States or any State thereof and has combined capital and surplus of at least $1 billion or (c) commercial paper in an aggregate amount of no more than $500,000,000, per issuer outstanding at any time, issued by any corporation organized under the laws of any State of the United States and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or “A-1” (or the then equivalent grade) by Standard & Poor’s.

     “CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, and all rules and regulations and requirements thereunder in each case as now or hereafter in effect.

     “Change in Control” means the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 50% or more of the outstanding shares of voting stock of the Borrower.

     “Citicorp” means Citicorp North America, Inc., a Delaware corporation having its principal office in New York, New York, in its individual capacity, and its successors.

     “Closing Date” means the date on or after the date of this Agreement on which all conditions precedent set out in Section 4.1 hereof (other than the condition set out in Section 4.1.3) have been satisfied or waived by the party or parties entitled to performance thereof.

     “Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.

     “Commitment” means, for each Lender, the obligation of such Lender to make Revolving Loans to the Borrower in an aggregate amount not exceeding the amount set out opposite its signature below, 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.

     “Compliance Certificate” means a certificate substantially in the form of Exhibit B.

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     “Consolidated EBITDA” means (a) Consolidated Net Income for any applicable period plus, to the extent deducted from revenues in determining Consolidated Net Income (a) Consolidated Interest Expense for such period, (ii) expenses for income and franchise taxes paid or accrued during such period, (iii) depreciation and amortization for such period, (iv) non-recurring, non-cash charges for such period, and (iv) extraordinary losses incurred during such period other than in the ordinary course of business minus, to the extent included in Consolidated Net Income, extraordinary gains realized in such period other than in the ordinary course of business, all calculated for the Borrower and its Subsidiaries on a consolidated basis, and (b) includes, on a pro forma basis, Consolidated EBITDA of any Person acquired in accordance with Section 6.12 for the four fiscal quarters most recently ended prior to the date of such acquisition, provided that the Consolidated EBITDA of any such acquired Person may be included in the Consolidated EBITDA of the Borrower only if the Borrower provides to the Administrative Agent, prior to or simultaneously with the delivery of any Compliance Certificate including the Consolidated EBITDA of such Person, financial statements of such Person for the fiscal year of such Person most recently ended, audited by independent certified public accountants reasonably acceptable to the Administrative Agent and including, at a minimum, a balance sheet, income statement, and statement of cash flows.

     “Consolidated Indebtedness” means at any time the Indebtedness of the Borrower and its Subsidiaries calculated on a consolidated basis as of such time.

     “Consolidated Interest Expense” means, with reference to any period, the interest expense, whether paid or accrued, of the Borrower and its Subsidiaries calculated on a consolidated basis for such period as determined in accordance with Agreement Accounting Principles.

     “Consolidated Net Income” means, for any period, the net income (or loss) of the Borrower and its Subsidiaries calculated on a consolidated basis for such period in accordance with Agreement Accounting Principles.

     “Consolidated Net Worth” means at any time the consolidated stockholders’ equity of the Borrower and its Subsidiaries calculated on a consolidated basis as of such time; provided that any changes in consolidated stockholders’ equity as a result of (a) foreign currency translation adjustments and (b) any change in the fair value of any Financial Contract pursuant to Financial Accounting Standards Board Bulletin No 133, in each case after the date hereof, shall be excluded when computing Consolidated Net Worth.

     “Contingent Obligation” of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, bank guaranties, operating agreement, take-or-pay contract, a standby letter of credit which supports a payment obligation, or the obligations of any such Person as general partner of a partnership with respect to the liabilities of the partnership, and specifically excluding commercial letters of credit, standby letters of credit, and bank guaranties, in each case, which support performance obligations.

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     “Conversion/Continuation Notice” is defined in Section 2.10.

     “Controlled Group” means all members of a controlled group of corporations or other business entities and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code.

     “Coverage Ratio” means, for any applicable computation period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.

     “Credit Extension” means the making of an Advance hereunder.

     “Credit Extension Date” means the Borrowing Date for an Advance.

     "Default” means an event described in Article VII.

     “Dollars” and “$” shall mean the lawful currency of the United States of America.

     “Eligible Assignee” means (i) any Lender, (ii) any Affiliate of a Lender, and (iii) any other Person not covered by clause (i) or (ii) of this definition which is approved by the Administrative Agent, and, so long as no Default exists, is approved by the Borrower, in either case, such approval not to be unreasonably withheld.

     “Engagement Letter” means that certain engagement letter dated April 21, 2004, among the Lenders, Citigroup Global Markets, Inc., UBS Securities LLC, Banc One Capital Markets, Inc., and the Borrower, as amended from time to time.

     “Environmental Laws” means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to (a) the protection of the environment, (b) the effect of the environment on human health, (c) emissions, discharges or releases of pollutants, contaminants, hazardous substances or wastes into surface water, ground water or land, or (d) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or the clean-up or other remediation thereof.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder.

     “Eurocurrency Advance” means an Advance which, except as otherwise provided in Section 2.12, bears interest at the applicable Eurocurrency Rate.

     “Eurocurrency Loan” means a Loan which, except as otherwise provided in Section 2.12, bears interest at the applicable Eurocurrency Rate.

     “Eurocurrency Rate” means, with respect to a Eurocurrency Advance for the relevant Interest Period, the sum of (a) the quotient of (i) the Eurocurrency Reference Rate applicable to

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such Interest Period, divided by (ii) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, plus (b) the Applicable Margin.

     “Eurocurrency Reference Rate” means, with respect to a Eurocurrency Advance for the relevant Interest Period, the applicable British Bankers’ Association Interest Settlement Rate for deposits in Dollars appearing on Reuters Screen FRBD or the applicable Reuters Screen for Dollars as of 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period, provided that, (a) if Reuters Screen FRBD or the applicable Reuters Screen for Dollars is not available to the Administrative Agent for any reason, the applicable Eurocurrency Reference Rate for the relevant Interest Period shall instead be the applicable British Bankers’ Association Interest Settlement Rate for deposits in Dollars as reported by any other generally recognized financial information service as of 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period, and (b) if no such British Bankers’ Association Interest Settlement Rate is available, the applicable Eurocurrency Reference Rate for the relevant Interest Period shall instead be the rate determined by the Administrative Agent to be the arithmetic average of the rates reported to the Administrative Agent by each Reference Lender as the rate at which such Reference Lender offers to place deposits in Dollars with first-class banks in the London interbank market at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, in the approximate amount of such Reference Lender’s relevant Eurocurrency Loan and having a maturity equal to such Interest Period. If any Reference Lender fails to provide such quotation to the Administrative Agent, then the Administrative Agent shall determine the Eurocurrency Reference Rate on the basis of the quotations of the remaining Reference Lender(s).

     “Excluded Taxes” means, in the case of each Lender or applicable Lending Installation and the Administrative Agent, taxes imposed on its overall net income, and franchise taxes imposed on it, by (a) the jurisdiction under the laws of which such Lender or the Administrative Agent is incorporated or organized or (b) the jurisdiction in which the Administrative Agent’s or such Lender’s principal executive office or such Lender’s applicable Lending Installation is located.

     “Exhibit” refers to an exhibit to this Agreement, unless another document is specifically referenced.

     “Existing Credit Agreement” means the Credit Agreement dated as of December 12, 2003, among Cooper Cameron Corporation, Cooper Cameron (U.K.) Limited, Cameron GmbH, Cooper Cameron (Singapore) Pte. Ltd., Cooper Cameron Canada Corp., Cooper Cameron (Luxembourg) SARL, the Lenders (defined therein), Credit Lyonnais New York Branch, as Syndication Agent, ABN AMRO Bank N.V., Citibank, N.A., and The Royal Bank of Scotland plc, as Documentation Agents, and Bank One, NA, as L/C Issuer and Agent, as it may be amended, restated, modified or supplemented and in effect from time to time.

     “Facility Fee” is defined in Section 2.6.1.

     “Facility Termination Date” means April 21, 2005, or any earlier date on which the Aggregate Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof.

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     “Federal Funds Effective Rate” means, for any day, an interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:00 a.m. (Central Time) on such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent in its sole discretion.

     “Financial Contract” of a Person means (a) any exchange-traded or over-the-counter futures, forward, swap or option contract or other financial instrument with similar characteristics, or (b) any Rate Management Transaction.

     “Floating Rate” means, for any day, a rate per annum equal to the Alternate Base Rate for such day, in each case changing when and as the Alternate Base Rate changes.

     “Floating Rate Advance” means an Advance which, except as otherwise provided in Section 2.12, bears interest at the Floating Rate.

     “Floating Rate Loan” means a Loan which, except as otherwise provided in Section 2.12, bears interest at the Floating Rate.

     “Hazardous Materials” means the substances identified as such pursuant to CERCLA and any chemicals regulated under any other Environmental Law, including without limitation pollutants, contaminants, petroleum or petroleum products Released into the environment, radionuclides, radioactive materials, and medical and infectious waste.

     “Indebtedness” of a Person means such Person’s (a) obligations for borrowed money, (b) obligations representing the deferred purchase price of Property or services (other than accounts payable arising in the ordinary course of such Person’s business payable on terms customary in the trade), (c) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from Property now or hereafter owned or acquired by such Person, (d) obligations which are evidenced by notes, acceptances, or other instruments, (e) obligations of such Person to purchase securities or other Property arising out of or in connection with the sale of the same or substantially similar securities or Property, (f) Capitalized Lease Obligations, (g) Contingent Obligations, (h) reimbursement obligations of such Person in respect of letters of credit or acceptance financing, (i) Off-Balance Sheet Liabilities, (j) any other obligation for borrowed money which in accordance with Agreement Accounting Principles would be shown as a liability on the consolidated balance sheet of such Person.

     “Interest Period” means, with respect to a Eurocurrency Advance, a period of one, two, three or six months commencing on a Business Day selected by the Borrower pursuant to this Agreement. Such Interest Period shall end on the day which corresponds numerically to such date one, two, three or six months (or such other applicable period) thereafter, provided that if there is no such numerically corresponding day in such next, second, third or sixth succeeding month (or such other applicable period), such Interest Period shall end on the last Business Day of such next, second, third or sixth succeeding month (or such other applicable period). If an

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Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day, provided that if said next succeeding Business Day falls in a new calendar month, such Interest Period shall end on the immediately preceding Business Day.

     “Lenders” means the lending institutions listed on the signature pages of this Agreement and their respective successors and assigns.

     “Lending Installation” means, with respect to a Lender or the Administrative Agent, the office, branch, subsidiary or affiliate of such Lender or the Administrative Agent listed on the administration information sheets provided to the Administrative Agent in connection herewith or otherwise selected by such Lender or the Administrative Agent pursuant to Section 2.20.

     “Lien” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).

     “Loan” means a Revolving Loan.

     “Loan Documents” means this Agreement, any Notes issued pursuant to Section 2.16, and any other documents and agreements contemplated hereby and executed by the Borrower with or in favor of the Administrative Agent or any Lender, as any such agreement, instrument or document may be amended, modified or supplemented from time-to-time.

     “Material Adverse Effect” means a material adverse effect on (a) the business, Property, condition (financial or otherwise), results of operations, or prospects of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower to perform its obligations under the Loan Documents to which it is a party, or (c) the validity or enforceability of this Agreement, any Notes, or any of the other material Loan Documents or the rights or remedies of the Administrative Agent or the Lenders thereunder.

     “Material Indebtedness” is defined in Section 7.5.

     “Material Subsidiary” means any Subsidiary of the Borrower, which Subsidiary holds or constitutes 10% or more of either the consolidated assets or Consolidated EBITDA of the Borrower.

     “Moody’s” means Moody’s Investors Service, Inc., and any successor thereto which is a nationally recognized statistical rating organization.

     “Multiemployer Plan” means a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

     “Net Cash Proceeds” means (a) in connection with any Asset Disposition, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price

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adjustment receivable or otherwise, but only as and when received) of such Asset Disposition, net of attorneys’ fees, accountants’ fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset which is the subject of such Asset Disposition and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and (b) in connection with any issuance or sale of equity securities or debt securities or instruments or the incurrence of loans (other than borrowings under the Existing Credit Agreement), the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith.

     “Non-U.S. Lender” is defined in Section 3.5(d).

     “Note” is defined in Section 2.16.

     “Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all accrued and unpaid fees and all expenses, reimbursements, indemnities, obligations under any Rate Management Transaction with any Lender in connection with Loans under this Agreement, and other obligations of the Borrower to the Lenders or to any Lender, the Administrative Agent, or any indemnified party arising under the Loan Documents, including without limitation any such Obligations incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not allowed or allowable in such proceeding.

     “Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any liability under any Sale and Leaseback Transaction which is not a Capitalized Lease, (c) any liability under any Synthetic Lease transaction entered into by such Person, or (d) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheets of such Person, but excluding from this clause (d) Operating Leases.

     “Operating Lease” of a Person means any lease of Property (other than a Capitalized Lease) by such Person as lessee which has an original term (including any required renewals and any renewals effective at the option of the lessor) of one year or more.

     “Other Taxes” is defined in Section 3.5(b).

     “Outstanding Credit Exposure” means, as to any Lender at any time, the aggregate principal amount of its Loans outstanding at such time.

     “Participants” is defined in Section 12.2.1.

     “Payment Date” means the last day of each March, June, September and December.

     “PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.

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     “Person” means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

     “Plan” means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which the Borrower or any member of the Controlled Group may have any liability.

     “Pricing Schedule” means the Schedule attached hereto identified as such.

     “Prime Rate” means a rate per annum equal to the prime rate of interest announced from time to time by Citibank, N.A. or its parent (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes.

     “Property” of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.

     “Pro Rata Share” means, with respect to a Lender, a portion equal to a fraction the numerator of which is such Lender’s Commitment and the denominator of which is the Aggregate Commitment.

     “Rate Management Transaction” means any transaction (including an agreement with respect thereto) now existing or hereafter entered into by the Borrower or any of its Subsidiaries which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.

     “Reference Lenders” means Citibank, N.A. and Bank One, NA.

     “Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.

     “Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System.

     “Release” shall have the meaning set forth in CERCLA or under any other Environmental Law.

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     “Reportable Event” means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, with respect to a Plan, excluding, however, such events as to which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event, provided that a failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code.

     “Reports” is defined in Section 9.6.

     “Required Lenders” means Lenders in the aggregate having at least 51% of the Aggregate Commitment or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding at least 51% of the Aggregate Outstanding Credit Exposure.

     “Reserve Requirement” means, with respect to an Interest Period, the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed under Regulation D on Eurocurrency liabilities.

     “Revolving Loan” means, with respect to a Lender, such Lender’s loan made pursuant to its commitment to lend set out in Section 2.1 (or any conversion or continuation thereof).

     “S&P” means Standard and Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc., and any successor thereto which is a nationally recognized statistical rating organization.

     “Sale and Leaseback Transaction” means any sale or other transfer of Property by any Person with the intent to lease such Property as lessee.

     “Schedule” refers to a specific schedule to this Agreement, unless another document is specifically referenced.

     “Section” means a numbered section of this Agreement, unless another document is specifically referenced.

     “Senior Convertible Notes” means the Borrower’s 1.75% Senior Convertible Notes due May 2021.

     “Single Employer Plan” means a Plan, other than a Multiemployer Plan, maintained by the Borrower or any member of the Controlled Group for employees of the Borrower or any member of the Controlled Group.

     “Subsidiary” of a Person means (a) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (b) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Borrower.

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     “Substantial Portion” means, with respect to the Property of the Borrower and its Subsidiaries, Property which represents more than the greater of (a) $300,000,000 and (b) 20% of the consolidated assets of the Borrower and its Subsidiaries as would be shown in the consolidated financial statements of the Borrower and its Subsidiaries as at the beginning of the quarter ending with the month in which such determination is made.

     “Synthetic Lease” means (a) any lease that is treated as an Operating Lease under Agreement Accounting Principles but for which the Borrower or any of the Subsidiaries is viewed as the owner of the leased Property under the Code and (b) guaranties by the Borrower or any of the Subsidiaries of the obligations of the lessor of such leased Property which are secured by the payments due under the lease of such Property.

     “Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

     “Termination Event” means, with respect to a Plan which is subject to Title IV of ERISA, (a) a Reportable Event, (b) the withdrawal of the Borrower or any other member of a Controlled Group from such Plan during a plan year in which the Borrower or any other member of a Controlled Group was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or was deemed such under Section 4068(f) of ERISA, (c) the termination of such Plan, the filing of a notice of intent to terminate such Plan or the treatment of an amendment of such Plan as a termination under Section 4041 of ERISA, (d) the institution by the PBGC of proceedings to terminate such Plan, or (e) any event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or appointment of a trustee to administer, such Plan.

     “Total Capitalization” means, at any time, the sum of Total Debt and Consolidated Net Worth at such time.

     “Total Debt” means, at any time, that part of the Consolidated Indebtedness of the Borrower and the Subsidiaries at such time which would be reflected on a balance sheet prepared in accordance with Agreement Accounting Principles.

     “Transferee” is defined in Section 12.4.

     “Type” means, with respect to any Advance, its nature as a Floating Rate Advance or a Eurocurrency Advance.

     “Unfunded Liabilities” means the amount (if any) by which the actuarial present value of the benefit attributed by the pension benefit formula under all Single Employer Plans to employee service rendered prior to that date (based on current and past compensation levels) exceeds the fair value of all Plan assets, all determined as of the last day of the Borrower’s fiscal year using a calculation methodology, discount rate, expected return on Plan assets, rate of compensation increase, and other gain or loss components required or permitted under Statement of Financial Accounting Standards No. 87 in presenting the projected benefit obligation.

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     “Unmatured Default” means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default.

     “Wholly-Owned Subsidiary” of a Person means (a) any Subsidiary all of the outstanding voting securities of which shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (b) any partnership, limited liability company, association, joint venture or similar business organization 100% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

     The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

ARTICLE II

THE CREDITS

     2.1 Commitment. From and including the date of this Agreement and prior to the Facility Termination Date, each Lender severally agrees, on the terms and conditions set out in this Agreement, to make Revolving Loans to the Borrower in Dollars upon the request of the Borrower from time to time, provided that, after giving effect to the making of each such Revolving Loan, such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow the Revolving Loans at any time prior to the Facility Termination Date. The Commitments to extend credit hereunder shall expire on the Facility Termination Date.

     2.2 [Intentionally Deleted].

     2.3 Ratable Loans. Each Advance hereunder shall consist of Revolving Loans made from the several Lenders ratably according to their Pro Rata Shares.

     2.4 Types of Advances. The Advances may be Floating Rate Advances or Eurocurrency Advances, or a combination thereof, selected by the Borrower in accordance with Sections 2.9 and 2.10.

     2.5 [Intentionally Deleted].

     2.6 Facility Fee; Usage Fee; Reductions in Aggregate Commitment.

     2.6.1 Facility Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Lender according to its Pro Rata Share a facility fee (the “Facility Fee”) at a per annum rate equal to the Applicable Fee Rate on the Aggregate Commitment from the date hereof to and including the Facility Termination Date, payable on the last day of each month hereafter and on the Facility Termination Date.

     2.6.2 Usage Fee. For all days on which the Aggregate Outstanding Credit Exposure exceeds 33% of the Aggregate Commitment, the Borrower agrees to pay to the Administrative Agent for the account of each Lender according to its Pro Rata Share a

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usage fee at a per annum rate equal to the Applicable Fee Rate on the amount of the Aggregate Outstanding Credit Exposure from the date hereof to and including the Facility Termination Date, payable on the last day of each month hereafter and on the Facility Termination Date.

     2.6.3 Reductions in Aggregate Commitment. (a) The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in integral multiples of $10,000,000, upon at least three Business Days’ written notice to the Administrative Agent, which notice shall specify the amount of any such reduction, provided that the amount of the Aggregate Commitment may not be reduced below the amount of the Aggregate Outstanding Credit Exposure unless the amount of the excess of the Aggregate Outstanding Credit Exposure over the amount of the reduced Aggregate Commitment is repaid concurrently with the reduction of the Aggregate Commitment. All accrued facility fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Credit Extensions hereunder.

          (b) Upon any payment of Advances pursuant to Section 2.8(b), the Aggregate Commitment shall automatically and permanently reduce by the amount of such payment. Any such reduction shall become effective immediately upon such payment and shall be ratable among the Lenders.

     2.7 Minimum Amount of Each Advance. Each Eurocurrency Advance shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 if in excess thereof, and each Floating Rate Advance shall be in the minimum amount of $1,000,000 and in multiples of $500,000 if in excess thereof, provided that any Floating Rate Advance may be in the amount of the Available Aggregate Commitment.

     2.8 Principal Payments. (a) The Borrower may from time to time pay, without penalty or premium, all outstanding Floating Rate Advances, or, in a minimum aggregate amount of $1,000,000 or any integral multiple of $500,000 in excess thereof, any portion of the outstanding Floating Rate Advances upon two Business Days’ prior notice to the Administrative Agent. The Borrower may from time to time pay, subject to the payment of any funding indemnification amounts required by Section 3.4 but without penalty or premium, all outstanding Eurocurrency Advances, or, in a minimum aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof, any portion of the outstanding Eurocurrency Advances upon three Business Days’ prior notice to the Administrative Agent.

       (b) Upon the issuance or sale of equity securities or debt securities or instruments or the incurrence of loans (other than borrowings under the Existing Credit Agreement and advances made in connection with treasury management products) by the Borrower or any of its Subsidiaries, the Borrower shall, within 5 Business Days of the date of such issuance, sale, or incurrence, apply the Net Cash Proceeds of such issuance, sale, or incurrence to repay the outstanding Advances in full (or, if the amount of the Net Cash Proceeds is less than the outstanding Advances, in an amount equal to the amount of the Net Cash Proceeds). Any such payment shall be without penalty or premium, but payments of Eurocurrency Advances shall be subject to the payment of any funding indemnification amounts required by Section 3.4.

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       (c) Upon any Asset Disposition by the Borrower or any of its Subsidiaries which yields Net Cash Proceeds in excess of $30,000,000, the Borrower shall, subject to Borrower’s reinvestment right pursuant to Section 6.13, within 5 Business Days of the date of such Asset Disposition, apply the Net Cash Proceeds of such Asset Disposition to repay the outstanding Advances in full (or, if the amount of the Net Cash Proceeds is less than the outstanding Advances, in an amount equal to the amount of the Net Cash Proceeds). Any such payment shall be without penalty or premium, but payments of Eurocurrency Advances shall be subject to the payment of any funding indemnification amounts required by Section 3.4.

     2.9 Method of Selecting Types and Interest Periods for New Advances. The Borrower shall select the Type of Advance and, in the case of each Eurocurrency Advance, the Interest Period applicable thereto from time to time. The Borrower shall give the Administrative Agent irrevocable notice (a “Borrowing Notice”) not later than 10:00 a.m. (Central Time) on the Borrowing Date of each Floating Rate Advance and three Business Days before the Borrowing Date for each Eurocurrency Advance, specifying (a) the Borrowing Date, which shall be a Business Day, of such Advance, (b) the aggregate amount of such Advance, (c) the Type of Advance selected, and (d) in the case of each Eurocurrency Advance, the Interest Period applicable thereto.

     2.10 Conversion and Continuation of Outstanding Advances. (a) Floating Rate Advances shall continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into Eurocurrency Advances pursuant to this Section 2.10 or are repaid in accordance with Section 2.8. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time each such Eurocurrency Advance shall be automatically converted into a Floating Rate Advance unless (i) such Eurocurrency Advance is or was repaid in accordance with Section 2.8 or (ii) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance either continue as a Eurocurrency Advance for the same or another Interest Period or be converted into a Floating Rate Advance.

       (b) Subject to the terms of Section 2.7, the Borrower may elect from time to time to convert all or any part of an Advance of any Type into any other Type or Types of Advances; provided that any conversion of any Eurocurrency Advance shall be made on, and only on, the last day of the Interest Period applicable thereto. The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of an Advance or continuation of a Eurocurrency Advance not later than 10:00 a.m. (Central Time) at least one Business Day, in the case of a conversion into a Floating Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Advance, prior to the date of the requested conversion or continuation, specifying (i) the requested date, which shall be a Business Day, of such conversion or continuation, and (ii) the amount and Type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a Eurocurrency Advance, the duration of the Interest Period applicable thereto.

     2.11 Method of Borrowing. On each Borrowing Date, each Lender shall make available its Loan or Loans not later than noon, Central Time, in Federal or other funds

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immediately available to the Administrative Agent at its address specified in or pursuant to Article XIII. Unless the Administrative Agent determines that any applicable condition specified in Article IV has not been satisfied, the Administrative Agent will make the funds so received from the Lenders available to the Borrower at the Administrative Agent’s aforesaid address. Notwithstanding the foregoing provisions of this Section 2.11, to the extent that a Loan made by a Lender matures on the Borrowing Date of a requested Loan, such Lender shall apply the proceeds of the Loan it is then making to the repayment of principal of the maturing Loan.

     2.12 Changes in Interest Rate, etc. Each Floating Rate Advance shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Advance is made or is converted from a Eurocurrency Advance into a Floating Rate Advance pursuant to Section 2.10 to but excluding the date it becomes due or is converted into a Eurocurrency Advance pursuant to Section 2.10 hereof, at a rate per annum equal to the Floating Rate for such day plus, if applicable, the Applicable Margin. Changes in the rate of interest on that portion of any Advance maintained as a Floating Rate Advance will take effect simultaneously with each change in the Alternate Base Rate. Each Eurocurrency Advance shall bear interest on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at the interest rate determined by the Administrative Agent as applicable to such Eurocurrency Advance based upon the Borrower’s selections under Section 2.9 and Section 2.10 and otherwise in accordance with the terms hereof. No Interest Period may end after the Facility Termination Date.

     2.13 Rates Applicable After Default. Notwithstanding anything to the contrary contained in Section 2.9 or 2.10, during the continuance of a Default or Unmatured Default the Required Lenders may, at their option, by notice to the Borrower declare that no Advance may be made as, converted into or continued at the end of the applicable Interest Period as a Eurocurrency Advance. During the continuance of a Default the Required Lenders may, at their option, by notice to the Borrower, declare that (a) each Eurocurrency Advance shall bear interest for the remainder of the applicable Interest Period at the rate otherwise applicable to such Interest Period plus 2% per annum and (b) each Floating Rate Advance shall bear interest at a rate per annum equal to the Floating Rate in effect from time to time plus 2% per annum, provided that, during the continuance of a Default under Section 7.6 or 7.7, the interest rates set out in clauses (a) and (b) above shall be applicable to all Credit Extensions without any election or action on the part of the Administrative Agent or any Lender. Any notice given by Required Lenders under this Section 2.13 may be revoked by Required Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the Lenders to changes in interest rates.

     2.14 Method of Payment. Each Advance shall be repaid and each payment of interest thereon shall be paid in Dollars. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower, by noon (local time) on the date when due and shall be applied ratably by the Administrative Agent among the Lenders. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by

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the Administrative Agent from such Lender. The Administrative Agent is hereby authorized to charge any account of the Borrower maintained with Administrative Agent or any of its Affiliates for each payment of principal, interest, and fees as it becomes due hereunder.

     2.15 [Intentionally Deleted].

     2.16 Noteless Agreement; Evidence of Indebtedness. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

       (b) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period with respect thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

       (c) The entries maintained in the accounts maintained pursuant to paragraphs (a) and (b) above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with their terms.

       (d) Any Lender may request that its Loans be evidenced by a promissory note substantially in the form of Exhibit E (a “Note”). In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender in a form supplied by the Administrative Agent. Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after any assignment pursuant to Section 12.3) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 12.3, except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in paragraphs (a) and (b) above.

     2.17 Telephonic Notices. The Borrower hereby authorizes the Lenders and the Administrative Agent to extend, convert or continue Advances, effect selections of Types of Advances and to transfer funds based on telephonic notices which the Administrative Agent or any Lender in good faith believes to be made by any person or persons that an Authorized Officer of the Borrower has designated in writing to the Administrative Agent, which written authorization(s) may be relied upon by the Administrative Agent, in the case of any person so authorized, until such time as the Administrative Agent shall have received written notice from an Authorized Officer of the Borrower revoking such person’s authority to make such telephonic notices, it being understood that the foregoing authorization is specifically intended to allow Borrowing Notices and Conversion/Continuation Notices to be given telephonically. The Borrower agrees to deliver promptly to the Administrative Agent a written confirmation, if such confirmation is requested by the Administrative Agent or any Lender, of each telephonic notice signed by an Authorized Officer. If the written confirmation differs in any material respect from

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the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error.

     2.18 Interest Payment Dates; Interest and Fee Basis. Interest accrued on each Floating Rate Advance shall be payable on each Payment Date, commencing with the first such date to occur after the date hereof, on any date on which the Floating Rate Advance is prepaid, whether due to acceleration or otherwise, and at maturity. Interest accrued on that portion of the outstanding principal amount of any Floating Rate Advance converted into a Eurocurrency Advance on a day other than a Payment Date shall be payable on the date of conversion. Interest accrued on each Eurocurrency Advance shall be payable on the last day of its applicable Interest Period, on any date on which the Eurocurrency Advance is prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued on each Eurocurrency Advance having an Interest Period longer than three months shall also be payable on the last day of each three-month interval during such Interest Period. Interest and fees (except as provided in the following sentence) shall be calculated for actual days elapsed on the basis of a 360-day year, except for Loans comprised of Floating Rate Advances, which shall be calculated for actual days elapsed on the basis of a 365-day year. Facility Fees and utilization fees shall be calculated for actual days elapsed on the basis of a 365-day year. Interest shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior to noon (local time) at the place of payment specified in Section 2.14. If any payment of principal or interest on an Advance shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment.

     2.19 Notification of Advances, Interest Rates, Prepayments and Commitment Reductions. Promptly after receipt thereof, the Administrative Agent will notify each Lender of the contents of each Aggregate Commitment reduction notice, Borrowing Notice, Conversion/Continuation Notice, and repayment notice received by it hereunder. The Administrative Agent will notify each Lender of the interest rate applicable to each Eurocurrency Advance promptly upon determination of such interest rate and will give each Lender prompt notice of each change in the Alternate Base Rate. Each Reference Lender agrees to furnish upon request timely information for the purpose of determining the Eurocurrency Rate.

     2.20 Lending Installations. Each Lender may book its Loans at any Lending Installation selected by such Lender, and may change its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation and the Loans and any Notes issued hereunder shall be deemed held by each Lender for the benefit of any such Lending Installation. Each Lender may, by written notice to the Administrative Agent and the Borrower in accordance with Article XIII, designate replacement or additional Lending Installations through which Loans will be made by it and for whose account Loan payments are to be made.

     2.21 Non-Receipt of Funds by the Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies the Administrative Agent prior to the date on which it is scheduled to make payment to the Administrative Agent of (a) in the case of a Lender, the proceeds of a Loan or (b) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made. The

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Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (ii) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

     2.22 [Intentionally Deleted].

     2.23 Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from the Borrower hereunder in the currency expressed to be payable herein (the “specified currency”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent’s main office on the Business Day preceding that on which final, non-appealable judgment is given. The obligations of the Borrower in respect of any sum due to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender or the Administrative Agent, as the case may be, in the specified currency, the Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or the Administrative Agent, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 12.2, such Lender or the Administrative Agent, as the case may be, agrees to remit such excess to the Borrower.

     2.24 [Intentionally Deleted].

     2.25 Lender Replacement. The Borrower shall be permitted to replace with an Eligible Assignee any Lender which (a) makes an assertion of the type described in Section 3.3 or requests reimbursement for amounts owing pursuant to Section 3.1 or 3.2 (either for its own account or for the account of any of its participants), (b) requires the Borrower to pay Taxes in respect of such Lender or (c) fails to make any Advance requested by it if the Required Lenders have made the Advances requested of them pursuant to the same Borrowing Notice; provided that (a) such replacement does not conflict with any applicable law, rule, regulation, or directive, (ii) no Default or Unmatured Default shall have occurred and be continuing at the time of such

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replacement, (iii) prior to any such replacement, such Lender being replaced shall not have eliminated the continued need for repayment of amounts owing pursuant to Section 3.1 or 3.2, as applicable; and (iv) the Borrower shall repay (or cause to be repaid) or the Eligible Assignee shall pay to the Lender being replaced, the amount of the Obligations owing to such Lender on the date of replacement (including any amounts owing under Sections 3.1, 3.2 and 3.4).

     2.26 [Intentionally Deleted].

ARTICLE III

YIELD PROTECTION; TAXES

     3.1 Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:

       (a) subjects any Lender or any applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its Eurocurrency Loans, or

       (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances), or

       (c) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Eurocurrency Loans or Commitment, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Eurocurrency Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurocurrency Loans held or interest received by it, by an amount deemed material by such Lender,

and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation, as the case may be, of making or maintaining its Eurocurrency Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation, as the case may be, in connection with such Eurocurrency Loans, Commitment, or Facility Fees, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for the actual increased cost or reduction in amount received.

     3.2 Changes in Capital Adequacy Regulations. If a Lender determines the amount of capital required or expected to be maintained by such Lender or any Lending Installation of such

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Lender or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defined), then, within 15 days of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender determines is attributable to this Agreement, its Outstanding Credit Exposure or its Commitment to make Loans, as the case may be, hereunder (after taking into account such Lender’s policies as to capital adequacy). “Change” means (a) any change after the date of this Agreement in the Risk-Based Capital Guidelines or (b) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or any Lending Installation or any corporation controlling any Lender. “Risk-Based Capital Guidelines” means (a) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (b) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

     3.3 Availability of Types of Advances. If any Lender determines that maintenance of its Eurocurrency Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders determine that (a) deposits of a type, currency and maturity appropriate to match fund Eurocurrency Advances are not available or (b) the interest rate applicable to Eurocurrency Advances does not accurately reflect the cost of making or maintaining Eurocurrency Advances, then the Administrative Agent shall suspend the availability of Eurocurrency Advances and require any affected Eurocurrency Advances to be repaid or converted to Floating Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.4. If the Administrative Agent suspends the availability of Eurocurrency Advances under this Section 3.3, the availability of Eurocurrency Advances shall be reinstated upon, as applicable (i) the replacement of the Lender (or Lenders) which determined that maintenance of its Eurocurrency Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, or (ii) the Required Lenders determine that (A) deposits of a type, currency and maturity appropriate to match fund Eurocurrency Advances are once again available or (B) the interest rate applicable to Eurocurrency Advances once again accurately reflects the cost of making or maintaining Eurocurrency Advances.

     3.4 Funding Indemnification. If any payment of a Eurocurrency Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a Eurocurrency Advance or prepayment of a Eurocurrency Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, the Borrower will indemnify each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any actual loss or cost in liquidating or employing deposits acquired to fund or maintain such Eurocurrency Advance.

     3.5 Taxes. (a) All payments by the Borrower to or for the account of any Lender or the Administrative Agent hereunder or under any Note shall be made free and clear of and

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without deduction for any and all Taxes. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender or the Administrative Agent, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.5) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent the original copy of a receipt evidencing payment thereof within 30 days after such payment is made. Each Lender agrees to use reasonable efforts to obtain the benefit of any tax or other credit or allowance which may be available to it as a consequence of any such deduction made by the Borrower in accordance herewith and will pay to the Borrower an amount equal to all or such portion of the net benefit actually received by such Lender as it determines to be attributable to this Agreement. Notwithstanding the foregoing, a Lender shall not be required to apply for any tax credit or allowance or to make a payment to the Borrower under this Section 3.5(a) if such Lender determines in good faith that to do so would be prejudicial to its own interests. Should it later develop because of loss carrybacks, tax credit carrybacks, or otherwise that a Lender in fact did not receive the net benefits so paid to the Borrower, the Borrower shall promptly reimburse such Lender for the amount by which the payment theretofore made to the Borrower exceeds the net benefit actually so received and determines to be attributable to this Agreement by such Lender, as reasonably determined in good faith by such Lender.

     (b) In addition, the Borrower hereby agrees to pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any Note or from the execution or delivery of, or otherwise with respect to, this Agreement or any Note (“Other Taxes”).

     (c) The Borrower hereby agrees to indemnify the Administrative Agent and each Lender for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on amounts payable under this Section 3.5) paid by the Administrative Agent or such Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payments due under this indemnification shall be made within 30 days of the date the Administrative Agent or such Lender makes demand therefor pursuant to Section 3.6.

     (d) Each Lender that is not incorporated under the laws of the United States of America or a state thereof (each a “Non-U.S. Lender”) agrees that it will, not more than ten Business Days after the date of this Agreement, (i) deliver to the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, and (ii) deliver to the Borrower and the Administrative Agent a United States Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to an exemption from United States backup withholding tax. Each Non-U.S. Lender further undertakes to deliver to the Borrower and the Administrative Agent (A) renewals or additional copies of such form (or any successor form) on or before the date that such form expires or

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becomes obsolete, and (B) after the occurrence of any event requiring a change in the most recent forms so delivered by it, such additional forms or amendments thereto as may be reasonably requested by the Borrower or the Administrative Agent. All forms or amendments described in the preceding sentence shall certify that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form or amendment with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

     (e) For any period during which a Non-U.S. Lender has failed to provide the Borrower with an appropriate form pursuant to clause (d), above (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which a form originally was required to be provided), such Non-U.S. Lender shall not be entitled to indemnification under this Section 3.5 with respect to Taxes imposed by the United States; provided that, should a Non-U.S. Lender which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to Taxes because of its failure to deliver a form required under clause (iv), above, the Borrower shall take such steps as such Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender to recover such Taxes.

     (f) Any Lender entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any Note pursuant to the law of any relevant jurisdiction or any treaty shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate.

     (g) If the U.S. Internal Revenue Service or any other governmental authority of the United States or any other country or any political subdivision thereof asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered or properly completed, because such Lender failed to notify the Administrative Agent of a change in circumstances which rendered its exemption from withholding ineffective, or for any other reason), such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax, withholding therefor, or otherwise, including penalties and interest, and including taxes imposed by any jurisdiction on amounts payable to the Administrative Agent under this subsection, together with all costs and expenses related thereto (including attorneys fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent). The obligations of the Lenders under this Section 3.5(g) shall survive the payment of the Obligations and termination of this Agreement.

     3.6 Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurocurrency Loans to reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or

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to avoid the unavailability of Eurocurrency Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set out in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurocurrency Loan shall be calculated as though each Lender funded its Eurocurrency Loan through the purchase of a deposit of the type, currency and maturity corresponding to the deposit used as a reference in determining the Eurocurrency Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower of such written statement. The obligations of each of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement.

ARTICLE IV

CONDITIONS PRECEDENT

     4.1 Initial Credit Extensions. The Lenders shall not be required to make the initial Credit Extensions hereunder unless, prior to or concurrently with the making of such initial Credit Extensions, the following conditions precedent have been satisfied:

          4.1.1 Closing Documents. The Administrative Agent shall have received on or before the Closing Date the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender:

               (a) Copies of the Borrower’s (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Borrower, (iii) Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA Patriot Act.

               (b) A certificate, signed by the chief financial officer of the Borrower, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the

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consolidated financial condition of the Borrower from that reflected in the Borrower’s consolidated financial statements as of December 31, 2003, and (iv) since December 31, 2003, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.

               (c) A written opinion of William C. Lemmer, general counsel of the Borrower, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1.

               (d) A written opinion of the outside counsel to the Borrower, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2.

               (e) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender.

               (f) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.

               (g) This Agreement, and all its attached Exhibits and Schedules.

               (h) The Administrative Agency Fee Letter.

               (i) Such other documents as any Lender or its counsel may have reasonably requested.

               4.1.2 Fees.

               (a) All fees, costs, and expenses of Citicorp and its affiliates (including, without limitation, legal fees and expenses of counsel to the Administrative Agent) to be paid on the Closing Date shall have been paid, or arrangements acceptable to Citicorp shall have been made for the payment thereof.

               (b) The Borrower shall have paid to the Lenders, for their respective accounts, the work fee agreed to pursuant to the terms of the Engagement Letter, or as otherwise agreed from time to time.

          4.1.3 Successful Tender Offer. There shall have occurred a successful tender offer (as defined below) with respect to the Senior Convertible Notes and the Borrower shall have accepted for purchase the tendered Senior Convertible Notes in accordance with the terms of such tender offer. A successful tender offer shall be one pursuant to which notes representing 49% or greater of the outstanding principal amount of the Senior Convertible Notes are tendered to the Borrower. As a condition to making the initial Credit Extension, the Administrative Agent may require the Borrower to deliver a certificate from an Authorized Officer of the Borrower, certifying that the requirements of this Section 4.1.3 have been satisfied.

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     4.2 Each Credit Extension. The Lenders shall not be required to make any Credit Extension unless on the applicable Credit Extension Date:

               (a) There exists no Default or Unmatured Default.

               (b) The representations and warranties contained in Article V (other than the representations and warranties contained in Section 5.6) are true and correct as of such Credit Extension Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date.

               (c) The Borrower has less than $50,000,000 of availability under the Existing Credit Agreement as a result of credit extensions thereunder.

     Each Borrowing Notice with respect to each Credit Extension shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(a) and (b) and (c) have been satisfied. As a condition to making a Credit Extension, the Administrative Agent may require the Borrower to deliver a certificate from an Authorized Officer of the Borrower, certifying that such officer (a) has reviewed the terms of this Agreement and (b) has no knowledge of the existence of any condition or event which constitutes a Default or Unmatured Default as of the date of such certificate and that the Borrower has less than $50,000,000 of availability under the Existing Credit Agreement.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

     The Borrower represents and warrants to the Lenders that:

     5.1 Existence and Standing. The Borrower is a corporation duly and properly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted. The Borrower and each of the Subsidiaries is duly qualified and in good standing (to the extent applicable) as a foreign corporation or other business entity and is duly authorized to conduct its business in each jurisdiction in which its business is conducted or proposed to be conducted except where the failure to qualify may not reasonably be expected to have a Material Adverse Effect.

     5.2 Authorization and Validity. The Borrower has the power and authority and legal right to execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder. The execution and delivery by the Borrower of the Loan Documents to which it is a party and the performance of its obligations thereunder have been duly authorized by proper corporate proceedings, and the Loan Documents to which the Borrower is a party constitute legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

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     5.3 No Conflict; Government Consent. Neither the execution and delivery by the Borrower of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (a) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries or (b) the Borrower’s or any of its Subsidiaries’ articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (c) the provisions of any indenture, instrument or agreement to which the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of its Subsidiaries, is required to be obtained by the Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

     5.4 Financial Statements. The December 31, 2003 consolidated financial statements of the Borrower and its Subsidiaries heretofore delivered to the Lenders were prepared in accordance with generally accepted accounting principles in effect on the date such statements were prepared and fairly present the consolidated financial condition and operations of the Borrower and its Subsidiaries at such date and the consolidated results of their operations for the period then ended.

     5.5 Taxes. The Borrower and its Subsidiaries have filed all United States federal tax returns and all other tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by the Borrower or any of its Subsidiaries, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with Agreement Accounting Principles and as to which no Lien exists. The United States income tax returns of the Borrower and its Subsidiaries have been audited by the Internal Revenue Service (or the applicable statute of limitations has expired) through the years ending December 31, 1999. No tax liens have been filed and no claims are being asserted with respect to any such taxes. The charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of any taxes or other governmental charges are adequate.

     5.6 Litigation and Contingent Obligations. There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, the Borrower has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4.

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     5.7 Subsidiaries. Schedule 1 contains an accurate list of all Subsidiaries of the Borrower as of the date of this Agreement, setting forth their respective jurisdictions of organization and the percentage of their respective capital stock or other ownership interests owned by the Borrower or other Subsidiaries. All of the issued and outstanding shares of capital stock of each Subsidiary or other ownership interests of such Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable, and are free and clear of all Liens. No authorized but unissued or treasury shares of capital stock of any Subsidiary are subject to any option, warrant, right to call, or commitment of any kind or character. Except as set out on Schedule 1, no Subsidiary has any outstanding stock or securities convertible into or exchangeable for any shares of its capital stock, or any right issued to any Person (either preemptive or other) to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments, or claims of any character relating to any of its capital stock or any stock or securities convertible into or exchangeable for any of its capital stock other than as expressly set out in the certificate or articles of incorporation or other charter document of the Borrower or such Subsidiary.

     5.8 ERISA. The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $50,000,000. Neither the Borrower nor any other member of the Controlled Group has incurred, or is reasonably expected by the Borrower to incur, any withdrawal liability to Multiemployer Plans. Each Plan complies in all material respects with all applicable requirements of law and regulations, no material Reportable Event has occurred with respect to any Plan, neither the Borrower nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Single Employer Plan.

     5.9 Accuracy of Information. No information, exhibit or report furnished by the Borrower or any of its Subsidiaries to the Administrative Agent or to any Lender in connection with the negotiation of, or compliance with, the Loan Documents contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not misleading.

     5.10 Regulation U. Margin stock (as defined in Regulation U) constitutes less than 25% of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale, pledge, or other restriction hereunder.

     5.11 Material Agreements. Neither the Borrower nor any Subsidiary is a party to any agreement or instrument or subject to any charter or other corporate restriction which could reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (a) any agreement to which it is a party, which default could reasonably be expected to have a Material Adverse Effect or (b) any agreement or instrument evidencing or governing Material Indebtedness.

     5.12 Compliance With Laws. The Borrower and its Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of their

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respective businesses or the ownership of their respective Property except for any failure to comply with any of the foregoing which could not reasonably be expected to have a Material Adverse Effect.

     5.13 Ownership of Properties. The Borrower and its Subsidiaries have good title, free of all Liens other than those permitted by Section 6.15, to all of the Property and assets reflected in the Borrower’s most recent consolidated financial statements provided to the Administrative Agent as owned by the Borrower and its Subsidiaries.

     5.14 Plan Assets; Prohibited Transactions. The Borrower is not an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the meaning of Section 4975 of the Code), and neither the execution of this Agreement nor the making of Credit Extensions hereunder gives rise to a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code.

     5.15 Environmental Matters. In the ordinary course of its business, the officers of the Borrower consider the effect of Environmental Laws on the business of the Borrower and its Subsidiaries, in the course of which they identify and evaluate potential risks and liabilities accruing to the Borrower and its Subsidiaries due to Environmental Laws. On the basis of this consideration, the Borrower has concluded that Environmental Laws cannot reasonably be expected to have a Material Adverse Effect. None of the Borrower or any of its Subsidiaries has received any notice to the effect that its operations are not in material compliance with any of the requirements of applicable Environmental Laws or are the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which non-compliance or remedial action is reasonably expected by the Borrower to have a Material Adverse Effect.

     5.16 Investment Company Act. None of the Borrower or any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

     5.17 Public Utility Holding Company Act. None of the Borrower or any of its Subsidiaries is a “holding company” or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

     5.18 Reportable Transaction. The Borrower does not intend to treat the Advances and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Administrative Agent of such intent.

ARTICLE VI

COVENANTS

     During the term of this Agreement, unless the Required Lenders shall otherwise consent in writing:

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     6.1 Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Lenders:

               (a) Within 90 days after the close of each of its fiscal years, an unqualified audit report certified by Ernst & Young, L.L.P., or any other independent certified public accountants reasonably acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including a balance sheet as of the end of such period, related profit and loss and statement of change of shareholders’ equity, and a statement of cash flows, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof; provided that, if any financial statement referred to in this Section 6.1(a) is readily available on-line through EDGAR as of the date on which such financial statement is required to be delivered hereunder and Borrower shall have notified the Lenders in its Compliance Certificate that such financial statement is so available, Borrower shall not be obligated to furnish copies of such financial statements. The 90-day period referenced above shall be extended for up to 15 days for any fiscal year as to which the Borrower has received an extension from the SEC for the filing of its annual report on SEC Form 10K.

               (b) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, a consolidated unaudited balance sheet as at the close of each such period and consolidated profit and loss and statement of change of shareholders’ equity and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by an Authorized Officer of the Borrower; provided that, if any financial statement referred to in this Section 6.1(b) is readily available on-line through EDGAR as of the date on which such financial statement is required to be delivered hereunder and Borrower shall have notified the Lenders in its Compliance Certificate that such financial statement is so available, Borrower shall not be obligated to furnish copies of such financial statements. The 45-day period referenced above shall be extended for up to 15 days for any fiscal quarter as to which the Borrower has received an extension from the SEC for the filing of its quarterly report on SEC Form 10Q.

               (c) Together with the financial statements required under Sections 6.1(a) and (b), a Compliance Certificate signed by an Authorized Officer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof.

               (d) As soon as possible and in any event (i) within 30 days after the Borrower knows that any Termination Event described in clause (a) of the definition of Termination Event with respect to any Plan has occurred, and (ii) within 10 Business Days after the Borrower knows that any other Termination Event with respect to any Plan has occurred, a statement, signed by an Authorized Officer of the Borrower, describing such Termination Event and the action which the Borrower proposes to take with respect thereto.

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               (e) As soon as possible and in any event within 30 days after receipt by the Borrower, a copy of (i) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (ii) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in either case, could reasonably be expected to exceed $5,000,000.

               (f) Promptly upon the furnishing thereof to the shareholders of the Borrower, copies of all financial statements, reports and proxy statements so furnished.

               (g) Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Borrower or any of its Subsidiaries files with the Securities and Exchange Commission, provided that, if such registration statements and reports are readily available on-line through EDGAR and Borrower shall have notified the Lenders in writing that such registration statements or reports are so available, Borrower shall not be obligated to furnish copies of such documents.

               (h) Such other information (including non-financial information) as the Administrative Agent or any Lender may from time to time reasonably request.

     6.2 Use of Proceeds. The Borrower will, and will cause each Subsidiary to, use the proceeds of the Credit Extensions for working capital and other general corporate purposes. The Borrower will not, nor will it permit any Subsidiary to, use any of the proceeds of the Advances in contravention of Regulation U.

     6.3 Notice of Default. The Borrower will, and will cause each Subsidiary to, give prompt notice in writing to the Lenders of the occurrence of any Default or Unmatured Default and of any other development, financial or otherwise, which could reasonably be expected to have a Material Adverse Effect.

     6.4 Conduct of Business. The Borrower will, and will cause each Subsidiary to, continue to operate its core business in the oil field service industry and carry on and conduct its business in substantially the same manner as it is presently conducted and do all things necessary to remain duly incorporated or organized, validly existing and (to the extent such concept applies to such entity) in good standing as a corporation, partnership or limited liability company in its jurisdiction of incorporation or organization, as the case may be, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted where the failure to so maintain its authority could reasonably be expected to cause a Material Adverse Effect; provided that Subsidiaries may enter into mergers permitted by Section 6.12 and may be liquidated if such liquidation may not reasonably be expected to have a Material Adverse Effect.

     6.5 Taxes. The Borrower will, and will cause each Subsidiary to, timely file complete and correct United States federal and applicable foreign, state and local tax returns required by law and pay when due all taxes, assessments and governmental charges and levies upon it or its income, profits or Property, except those which are being contested in good faith by appropriate

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proceedings and with respect to which adequate reserves have been set aside in accordance with Agreement Accounting Principles.

     6.6 Insurance. The Borrower will, and will cause each Subsidiary to, maintain with financially sound and reputable insurance companies insurance on all their Property in such amounts and covering such risks as is consistent with sound business practice, and the Borrower will furnish to any Lender upon request a summary of the insurance carried.

     6.7 Compliance with Laws. The Borrower will, and will cause each Subsidiary to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject including, without limitation, all Environmental Laws, the failure to comply with which could reasonably be expected to have a Material Adverse Effect or for which the compliance is being contested in good faith by appropriate proceedings.

     6.8 Maintenance of Properties. The Borrower will, and will cause each Subsidiary to, do all things necessary to maintain, preserve, protect and keep its Property in good repair, working order and condition, and make all necessary and proper repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted at all times.

     6.9 Inspection. The Borrower will, and will cause each Subsidiary to, permit the Administrative Agent, by its representatives and agents, to inspect any of the Property, books and financial records of the Borrower and each Subsidiary, to examine and make copies of the books of accounts and other financial records of the Borrower and each Subsidiary, and to discuss the affairs, finances and accounts of the Borrower and each Subsidiary with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Administrative Agent may designate The Administrative Agent shall give the Borrower three (3) Business Days’ notice of each such inspection, shall schedule such inspections during normal business hours, shall conduct the inspection in a manner that does not unreasonably and materially interfere with the business operations of the Borrower and its Subsidiaries, and if no Default has occurred and is continuing, shall conduct no more than one inspection during each calendar year. When no Default has occurred and is continuing, any such inspection or examination shall be at the Administrative Agent’s cost and expense. When a Default has occurred and is continuing, any such inspection or examination shall be at the Borrower’s cost and expense.

     6.10 Capital Stock and Dividends. If a Default or Unmatured Default exists before or after giving effect thereto, the Borrower will not, nor will it permit any Subsidiary to, (a) issue (except by a Subsidiary to the Borrower or any Wholly-Owned Subsidiary) any preferred stock, other capital stock or any equity securities of any kind, in each case, 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 capital stock and dividends payable in cash to the Borrower or a Wholly-Owned Subsidiary of the Borrower) or redeem, repurchase or otherwise acquire or retire any of its capital stock at any time outstanding.

     6.11 Indebtedness.

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               (a) The Borrower will not, nor will it permit any Subsidiary to, create, incur or suffer to exist any Indebtedness, except (i) the Obligations, (ii) Indebtedness which, in accordance with Agreement Accounting Principles is required to be shown on the balance sheet of such Person (other than Indebtedness owed by one of the Borrower’s Wholly-Owned Subsidiaries to the Borrower or to another Wholly-Owned Subsidiary), (iii) in an aggregate amount outstanding at any time not in excess of $100,000,000 constituting (A) Contingent Obligations in respect of a Person other than the Borrower or another Subsidiary and (B) Attributable Debt as lessor or guarantor under Synthetic Leases or, without duplication, other Off-Balance Sheet Liabilities, and (iv) Attributable Debt as seller, originator, or guarantor under accounts or notes receivable financing or securitization programs in an aggregate amount outstanding at any time not in excess of $150,000,000.

               (b) Notwithstanding the foregoing, the Borrower will not permit the Subsidiaries to create, incur or suffer to exist any Indebtedness (exclusive of any Indebtedness owed by a Subsidiary pursuant to the Existing Credit Agreement and any Indebtedness owed to the Borrower or to a Subsidiary) in an aggregate amount outstanding at any time in excess of the greater of (i) $200,000,000 and (ii) 15% of Consolidated Net Worth at such time; provided that, with respect to any Subsidiary acquired by the Borrower (or by any Subsidiary) after the date of this Agreement, for purposes of calculating compliance with this Section 6.11(b), there shall be excluded from such calculation the amount of Indebtedness owed by any such Subsidiary prior to its acquisition, other than any Indebtedness created in anticipation of such acquisition, if the Borrower provides to the Administrative Agent a balance sheet of such acquired Subsidiary as of a recent date evidencing the amount of such Indebtedness. To satisfy the foregoing requirement, any such balance sheet must be (A) audited by independent certified public accountants reasonably acceptable to the Administrative Agent or (B) if the Borrower provides to the Administrative Agent the balance sheet of such acquired Subsidiary for the fiscal year of such Subsidiary then most recently ended, but such year end balance sheet is either (1) audited by independent certified public accountants not reasonably acceptable to the Administrative Agent or (2) audited by independent certified public accountants reasonably acceptable to the Administrative Agent, but not relating to a recent date as reasonably determined by the Administrative Agent, then reviewed by independent certified public accountants reasonably acceptable to the Administrative Agent.

     6.12 Merger. The Borrower will not, nor will it permit any Subsidiary to, merge or consolidate with or into any other Person, except that (a) a Wholly-Owned Subsidiary may merge into the Borrower or any Wholly-Owned Subsidiary of the Borrower and (b) the Borrower or any Subsidiary may merge or consolidate with any other Person, so long as immediately thereafter (and after giving effect thereto), (i) no Default or Unmatured Default exists and (ii) in the case of a merger or a consolidation involving the Borrower, the Borrower is the continuing or surviving corporation.

     6.13 Sale of Assets. The Borrower will not, nor will it permit any Subsidiary to enter into any Asset Disposition from on and after the date of this Agreement, except for Asset Dispositions that in the aggregate do not constitute a Substantial Portion of the Property of the Borrower and the Subsidiaries. Notwithstanding the foregoing, the Borrower (or its Subsidiaries) may enter into and consummate an Asset Disposition that individually, or when aggregated with prior Asset Dispositions made after the date of this Agreement, would constitute

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a Substantial Portion of the Property of the Borrower and its Subsidiaries if: (a) concurrently with its entering into such Asset Disposition, the Borrower gives notice of its intent to (i) use the Net Cash Proceeds from such Asset Disposition to replace the assets which are the subject of such disposition or (ii) otherwise reinvest such Net Cash Proceeds in capital assets, (b) such replacement or reinvestment is completed within 180 days after the date the Borrower (or its applicable Subsidiary) receives the Net Cash Proceeds from the applicable Asset Disposition, and (c) the net proceeds received from such Asset Disposition equal or exceed (in the reasonable opinion of two Authorized Officers of the Borrower) the fair market value of the Property transferred.

     6.14 Sale of Accounts. The Borrower will not, nor will it permit any Subsidiary to, sell or otherwise dispose of any notes receivable or accounts receivable arising in the ordinary course of business on terms customary in the trade and which are due within 120 days after the invoice date, with or without recourse, other than in connection with accounts or notes receivable financing or securitization programs permitted under Section 6.11(a)(iv).

     6.15 Liens. The Borrower will not, nor will it permit any Subsidiary to, create, incur, or suffer to exist any Lien in, of or on the Property of the Borrower or any of its Subsidiaries, except:

               (a) Liens for taxes, assessments or governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with Agreement Accounting Principles shall have been set aside on its books.

               (b) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than 60 days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on its books.

               (c) Liens arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation.

               (d) Utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrower or its Subsidiaries.

               (e) Liens existing on the date hereof and described in Schedule 2.

               (f) Liens other than those permitted by subsections (a) through (e) above securing Indebtedness not at any time exceeding in the aggregate 10% of Consolidated Net Worth.

     6.16 Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or

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service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

     6.17 Environmental Matters. The Borrower will, and will cause each Subsidiary to, (a) conduct its business so as to comply with all applicable material Environmental Laws and shall promptly take corrective action to remedy any non-compliance with any applicable material Environmental Law, except where failure to comply or take action could not reasonably be expected to have a Material Adverse Effect and (b) establish and maintain a management system designed to ensure compliance with applicable material Environmental Laws and minimize financial and other risks to the Borrower and each Subsidiary arising under applicable material Environmental Laws or as the result of environmentally related injuries to Persons or Property. If the Administrative Agent or any Lender at any time has a reasonable basis to believe that there may be a material violation of any Environmental Law by the Borrower or any of the Subsidiaries, or any material liability arising thereunder or related to a Release of Hazardous Materials on any real property owned, leased, or operated by the Borrower or any of the Subsidiaries or a Release on real property adjacent to such real property, then the Borrower shall, upon the request of the Administrative Agent or such Lender, provide the Administrative Agent and each Lender with all such reports, certificates, engineering studies, and other written material or data relating thereto as the Administrative Agent or any Lender may reasonably require.

     6.18 Restrictions on Subsidiary Payments. The Borrower shall not, nor shall it permit any Subsidiary to, enter into any indenture, agreement, instrument or other arrangement which, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon the ability of any Subsidiary to (a) pay dividends or make other distributions on its capital stock, (b) make loans or advances to the Borrower, or (c) repay loans or advances from the Borrower.

     6.19 ERISA Compliance. With respect to any Plan, neither the Borrower nor any Subsidiary shall (a) incur any “accumulated funding deficiency” (as such term is defined in Section 302 of ERISA) in excess of $25,000,000, whether or not waived; (b) permit the occurrence of any Termination Event which could result in a liability to the Borrower or any other member of the Controlled Group in excess of $25,000,000; (c) become an “employer” (as such term is defined in Section 3(5) of ERISA) required to contribute to any Multiemployer Plan or a “substantial employer” (as such term in defined in Section 4001(a)(2) of ERISA) required to contribute to any Multiemployer Plan under circumstances such that withdrawal from such Multiemployer Plan could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the Borrower or its ability to perform its obligations under this Agreement or any other material Loan Document; or (d) permit the establishment or amendment of any Plan or fail to comply with the applicable provisions of ERISA and the Code with respect to any Plan, in each case, which could result in liability to the Borrower or any other member of a Controlled Group which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

     6.20 Financial Covenants. The Borrower on a consolidated basis with the Subsidiaries:

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          6.20.1 Coverage Ratio. As of the end of each fiscal quarter for the four fiscal quarters then ended, shall not permit the Coverage Ratio to be less than 3.00 to 1.0.

          6.20.2 Total Debt to Total Capitalization Ratio. Shall not permit the ratio of Total Debt to Total Capitalization to be greater than 60% at any time.

ARTICLE VII

DEFAULTS

     The occurrence of any one or more of the following events shall constitute a Default:

     7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date as of which made.

     7.2 Nonpayment of (a) principal of any Loan when due or (b) nonpayment of interest upon any Loan or of any Facility fee or usage fee, or other obligations under any of the Loan Documents within five days after the same becomes due.

     7.3 The breach by the Borrower of any of the terms or provisions of Sections 6.2, 6.3, 6.10 through 6.20.

     7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within 30 days after written notice from the Administrative Agent or any Lender.

     7.5 Failure of the Borrower or any Material Subsidiary to pay when due any Indebtedness aggregating in excess of $75,000,000 (“Material Indebtedness”); or the default by the Borrower or any Material Subsidiary in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event or condition is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Borrower or any Material Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Borrower or any Material Subsidiary shall not pay, or admit in writing its inability to pay, its debts generally as they become due.

     7.6 The Borrower or any Material Subsidiary shall (a) have an order for relief entered with respect to it under the Federal bankruptcy laws (or comparable foreign laws) as now or hereafter in effect, (b) make an assignment for the benefit of creditors, (c) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (d) institute any proceeding

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seeking an order for relief under the Federal bankruptcy laws (or comparable foreign laws) as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate or partnership action to authorize or effect any of the foregoing actions set out in this Section 7.6 or (f) fail to contest in good faith any appointment or proceeding described in Section 7.7.

     7.7 Without the application, approval or consent of the Borrower or any Material Subsidiary a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Material Subsidiary or any Substantial Portion of its Property, or a proceeding described in Section 7.6(d) shall be instituted against the Borrower or any Material Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days.

     7.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Material Subsidiaries which, when taken together with all other Property of the Borrower and its Material Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.

     7.9 The Borrower or any Material Subsidiary shall fail within 30 days to pay, bond or otherwise discharge one or more (a) judgments or orders for the payment of money in excess of $25,000,000 (or multiple judgments or orders for the payment of an aggregate amount in excess of $50,000,000) (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (b) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.

     7.10 The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $50,000,000 or any Reportable Event that could reasonably be expected to have a Material Adverse Effect shall occur in connection with any Plan.

     7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $25,000,000 or requires payments exceeding $10,000,000 per annum.

     7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are

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then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $25,000,000.

     7.13 The Borrower or any of its Subsidiaries shall (a) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (b) violate any Environmental Law, which, in the case of an event described in clause (a) or clause (b), could reasonably be expected to have a Material Adverse Effect.

     7.14 Any Change in Control shall occur.

     7.15 The occurrence of any “default” under any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided.

ARTICLE VIII

ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

     8.1 Acceleration. (a) If any Default described in Section 7.6 or Section 7.7 occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender. If any Default other than a Default under Section 7.6 or Section 7.7 exists, the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives.

               (a) If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7) and before any judgment or decree for the payment of the Obligations due have been obtained or entered, the Required Lenders (in their sole discretion) so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

     8.2 Amendments. Subject to the provisions of this Article VIII, the Required Lenders (or the Administrative Agent with the consent in writing of the Required Lenders) and the Borrower may enter into agreements supplemental hereto for the purpose of adding or modifying any provisions to the Loan Documents or changing in any manner the rights of the Lenders or the Borrower hereunder or waiving any Default hereunder; provided that no such supplemental agreement shall, without the consent of all of the Lenders:

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               (a) Extend the final maturity of any Loan, or forgive all or any portion of the principal amount of any Loan, or reduce the rate or extend the time of payment of interest or fees on any Loan.

               (b) Reduce the percentage specified in the definition of Required Lenders or otherwise change the percentage of Lenders which shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, or amend the definition of Pro Rata Share or the provisions of Section 11.2.

               (c) Extend the Facility Termination Date or reduce the amount or extend the payment date for, the mandatory payments required under Section 2.8(b).

               (d) Increase the amount of the Aggregate Commitment or the Commitment of any Lender hereunder.

               (e) Amend this Section 8.2.

               (f) Permit any assignment by the Borrower of its Obligations or its rights hereunder.

     No amendment of any provision of this Agreement relating to the Administrative Agent shall be effective without the written consent of the Administrative Agent. The Administrative Agent may waive payment of the fee required under Section 12.3.2 without obtaining the consent of any other party to this Agreement.

     8.3 Preservation of Rights. No delay or omission of the Lenders or the Administrative Agent to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Credit Extension notwithstanding the existence of a Default or the inability of the Borrower to satisfy the conditions precedent to such Credit Extension shall not constitute any waiver or acquiescence. Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by the Lenders required pursuant to Section 8.2, and then only to the extent in such writing specifically set out. All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the Lenders until the Obligations have been paid in full.

ARTICLE IX

GENERAL PROVISIONS

     9.1 Survival of Representations. All claims arising out of or relating to the representations and warranties of the Borrower contained in this Agreement (and the bases giving rise to such claims) shall survive the making of the Credit Extensions herein contemplated.

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     9.2 Governmental Regulation. Anything contained in this Agreement to the contrary notwithstanding, no Lender shall be obligated to extend credit to the Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation.

     9.3 Headings. Section headings in the Loan Documents are for convenience of reference only, and shall not govern the interpretation of any of the provisions of the Loan Documents.

     9.4 Entire Agreement. The Loan Documents embody the entire agreement and understanding among the Borrower, the Administrative Agent and the Lenders and supersede all prior agreements and understandings among the Borrower, the Administrative Agent and the Lenders relating to the subject matter thereof other than the Engagement Letter and the Administrative Agency Fee Letter.

     9.5 Several Obligations; Benefits of this Agreement. The respective obligations of the Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any other (except to the extent to which the Administrative Agent is authorized to act as such). The failure of any Lender to perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and assigns, provided, however, that the parties hereto expressly agree that the Arrangers shall enjoy the benefits of the provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically set forth therein and shall have the right to enforce such provisions on their own behalf and in their own name to the same extent as if they were a party to this Agreement.

     9.6 Expenses; Indemnification. (a) The Borrower shall reimburse the Administrative Agent and the Arrangers for any costs and reasonable out-of-pocket expenses (including attorneys’ fees of such Persons) paid or incurred by the Administrative Agent or the Arrangers in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent, the Arrangers and the Lenders for any costs and out-of-pocket expenses (including attorneys’ fees of such Persons) paid or incurred by the Administrative Agent, the Arrangers, or any Lender in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrower under this Section 9.6 include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s and its Subsidiaries’ assets for internal use by Administrative Agent from information furnished to it by or on behalf of the Borrower, after Administrative Agent has exercised its rights of inspection pursuant to this Agreement.

               (b) The Borrower hereby further agrees to indemnify the Administrative Agent, the Arrangers, each Lender, their respective affiliates, and each of their directors, officers and employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the

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Administrative Agent, any Arranger, any Lender or any affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the party seeking indemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement.

               (c) Each Person claiming a right to indemnification under this Section 9.6 shall promptly give the Borrower written notice of receipt by such Person of notice of the commencement of any action, suit or proceeding and the Borrower shall have the right, but not the obligation to participate in the defense of such action. Notwithstanding the foregoing, the failure of any such Person to so notify the Borrower promptly of any such action, suit, or proceeding shall not relieve the indemnifying party from any liability that it may have to the indemnified party hereunder, except to the extent that such failure has a material adverse effect on the indemnifying party’s ability to defend such claim. The Borrower may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Borrower in accordance with the foregoing.

          (i) The indemnified party shall consult in good faith with the indemnifying party and its counsel with respect to the defense and shall keep the indemnifying party reasonably informed as to the progress of the defense. The Administrative Agent shall supply the Borrower with such information and documents reasonably requested by the Borrower as are necessary or advisable for the Borrower to participate in any action, suit or proceeding.

          (ii) Except during the existence of a Default, no indemnified party shall enter into any settlement or other compromise with respect to any claim which is entitled to be indemnified under this Agreement if such settlement or compromise would result in any payment hereunder without the prior written consent of the Borrower, which consent shall not be unreasonably withheld.

          (iii) Upon payment in full of any claim by the Borrower pursuant to this Agreement, to or on behalf of the Administrative Agent, the Arrangers, any Lender or their respective Affiliates, the Borrower, without any further action, shall be subrogated to any and all claims that such indemnified party may have relating thereto (other than claims in respect of insurance policies maintained by such indemnified party at its own expense) and such indemnified party shall execute at its own expense such instruments of assignment and conveyance, evidence of claims and payment and such other documents, instruments and agreements as may be necessary to preserve any such claims and otherwise cooperate with the Borrower and give such further assurances as are necessary or advisable to enable the Borrower to vigorously pursue such claims.

     9.7 Numbers of Documents. All statements, notices, closing documents, and requests hereunder shall be furnished to the Administrative Agent with sufficient counterparts so that the Administrative Agent may furnish one to each of the Lenders.

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     9.8 Accounting. Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with Agreement Accounting Principles, except that any calculation or determination which is to be made on a consolidated basis shall be made for the Borrower and all its Subsidiaries, including those Subsidiaries, if any, which are unconsolidated on the Borrower’s audited financial statements. If at any time any change in generally accepted accounting principles would affect the computation of any financial ratio or requirement set out in any Loan Document, and Borrower shall so request, Administrative Agent, Lenders and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in generally accepted accounting principles (subject to the approval of the Required Lenders); provided that, until so amended, such ratio or requirement shall continue to be computed in the same manner as it was computed prior to such change.

     9.9 Severability of Provisions. Any provision in any Loan Document that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.

     9.10 Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arrangers, nor any Lender shall have any fiduciary responsibilities to the Borrower. None of the Administrative Agent, the Arrangers, or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that none of the Administrative Agent, any Arranger, or any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. None of the Administrative Agent, any Arranger, or any Lender shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to sue for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

     9.11 Confidentiality. Each Lender agrees that any confidential information which it may receive from the Borrower pursuant to this Agreement will be used only for purposes of this Agreement and will not be disclosed to any of its directors, officers or employees, or to any other Person except for disclosure (which, in the case of any disclosure pursuant to (d), (e), (f), or (g) shall be accompanied by a written notice that such information is subject to this Section 9.11) (a) to its Affiliates and to other Lenders and their respective Affiliates, (b) to legal counsel, accountants, and other professional advisors to such Lender or to a Transferee, (c) to regulatory officials, (d) to any Person as requested pursuant to or as required by law, regulation, or legal process, (e) to any Person in connection with any legal proceeding to which such Lender is a party, (f) to such Lender’s direct or indirect contractual counterparties in swap agreements or to

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legal counsel, accountants and other professional advisors to such counterparties, and (g) permitted by Section 12.4. Notwithstanding anything herein to the contrary, confidential information shall not include, and each Lender (and each employee, representative or other agent of any Lender) may disclose to any and all Persons, without limitation of any kind, the “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are or have been provided to such Lender relating to such tax treatment or tax structure; provided that with respect to any document or similar item that in either case contains information concerning such tax treatment or tax structure of the transactions contemplated hereby as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to such tax treatment or tax structure.

     9.12 Nonreliance. Each Lender hereby represents that it is not relying on or looking to any margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System) for the repayment of the Credit Extensions provided for herein.

     9.13 Disclosure. The Borrower and each Lender hereby (a) acknowledge and agree that Administrative Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with the Borrower and its Affiliates and (b) waive any liability of Administrative Agent or such Affiliate to the Borrower or any Lender, respectively, arising out of resulting from such investments, loans or relationships other than liabilities arising out of the gross negligence or willful misconduct of Administrative Agent or its Affiliates.

     9.14 Usury Not Intended. It is the intent of the Borrower and each Lender in the execution and performance of this Agreement and the other Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Lender including such applicable laws of the State of Texas and the United States of America from time-to-time in effect. In furtherance thereof, the Lenders and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the the maximum nonusurious interest rate under applicable law (the “Maximum Rate”) and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Lender receiving same shall credit the same on the principal of its Loans (or if such Loans shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Advances are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Loans (or, if the applicable Loans shall have been paid in full, refunded to the Borrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate,

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the Borrower and the Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Loans all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Loan Documents which may be in apparent conflict herewith.

ARTICLE X

THE AGENT

     10.1 Appointment; Nature of Relationship. Citicorp North America, Inc. is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the “Administrative Agent”) hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set out herein and in the other Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set out in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (a) does not hereby assume any fiduciary duties to any of the Lenders, (b) is a “representative” of the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and (c) is acting as an independent contractor, the rights and duties of which are limited to those expressly set out in this Agreement and the other Loan Documents. Each of the Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

     10.2 Powers. The Administrative Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have no implied duties to the Lenders, or any obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Administrative Agent.

     10.3 General Immunity. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to the Borrower, the Lenders or any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Loan Document or in connection herewith or therewith except to the extent such action or inaction is determined in a final non-appealable judgment by a court of competent jurisdiction to have arisen from the gross negligence or willful misconduct of such Person.

     10.4 No Responsibility for Loans, Recitals, etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to

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ascertain, inquire into, or verify (a) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder; (b) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document, including, without limitation, any agreement by an obligor to furnish information directly to each Lender; (c) the satisfaction of any condition specified in Article IV, except receipt of items required to be delivered solely to the Administrative Agent; (d) the existence or possible existence of any Default or Unmatured Default; (e) the validity, enforceability, effectiveness, sufficiency or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith; (f) the value, sufficiency, creation, perfection or priority of any Lien in any collateral security; or (g) the financial condition of the Borrower or any guarantor of any of the Obligations or of any of the Borrower’s or any such guarantor’s respective Subsidiaries. The Administrative Agent shall have no duty to disclose to the Lenders information that is not required to be furnished by the Borrower to the Administrative Agent at such time, but is voluntarily furnished by the Borrower to the Administrative Agent (either in its capacity as Administrative Agent or in its individual capacity).

     10.5 Action on Instructions of Lenders. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written instructions signed by the Required Lenders, and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders. The Lenders hereby acknowledge that the Administrative Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. The Administrative Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

     10.6 Employment of Agents and Counsel. The Administrative Agent may execute any of its duties as Administrative Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Administrative Agent and the Lenders and all matters pertaining to the Administrative Agent’s duties hereunder and under any other Loan Document.

     10.7 Reliance on Documents; Counsel. The Administrative Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by the Administrative Agent, which counsel may be employees of the Administrative Agent.

     10.8 Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in proportion to their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (a) for any amounts not reimbursed by the

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Borrower for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (b) for any other expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders) and (c) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Administrative Agent and (ii) any indemnification required pursuant to Section 3.5(g) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations and termination of this Agreement.

     10.9 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Unmatured Default hereunder unless the Administrative Agent has received written notice from a Lender or the Borrower referring to this Agreement describing such Default or Unmatured Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders.

     10.10 Rights as a Lender. In the event the Administrative Agent is a Lender, the Administrative Agent shall have the same rights and powers hereunder and under any other Loan Document with respect to its Commitment and its Loans as any Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, at any time when the Administrative Agent is a Lender, unless the context otherwise indicates, include the Administrative Agent in its individual capacity. The Administrative Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other transaction, in addition to those contemplated by this Agreement or any other Loan Document, with the Borrower or any of its Subsidiaries in which the Borrower or such Subsidiary is not restricted hereby from engaging with any other Person. The Administrative Agent, in its individual capacity, is not obligated to remain a Lender.

     10.11 Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, the Arranger or any other Lender and based on the financial statements prepared by the Borrower and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Loan Documents. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arranger or any other Lender and based on such documents and information as it shall deem appropriate at the time,

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continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents.

     10.12 Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, forty-five days after the retiring Administrative Agent gives notice of its intention to resign. The Administrative Agent may be removed at any time with or without cause by written notice received by the Administrative Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent (with the consent of the Borrower which shall not be unreasonably withheld). If no successor Administrative Agent shall have been so appointed by the Required Lenders within thirty days after the resigning Administrative Agent’s giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. Notwithstanding the previous sentence, the Administrative Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Administrative Agent hereunder. If the Administrative Agent has resigned or been removed and no successor Administrative Agent has been appointed, the Lenders may perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation or removal of the Administrative Agent, the resigning or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Administrative Agent, the provisions of this Article X shall continue in effect for the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documents. In the event that there is a successor to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent.

     10.13 Administrative Agent and Arranger Fees. The Borrower agrees to pay to the Administrative Agent and the Arrangers, for their respective accounts, the fees agreed to by the Borrower, the Administrative Agent and the Arrangers pursuant to the Engagement Letter and the Administrative Agency Fee Letter, or as otherwise agreed from time to time.

     10.14 Delegation to Affiliates. The Borrower and the Lenders agree that the Administrative Agent may delegate any of its duties under this Agreement to any of its

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Affiliates. Any such Affiliate (and such Affiliate’s directors, officers, agents and employees) which performs duties in connection with this Agreement shall be entitled to the same benefits of the indemnification, waiver and other protective provisions to which the Administrative Agent is entitled under Articles IX and X.

ARTICLE XI

SETOFF; RATABLE PAYMENTS

     11.1 Setoff. In addition to, and without limitation of, any rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Default occurs, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender or any Affiliate of any Lender to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part thereof, shall then be due.

     11.2 Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its Outstanding Credit Exposure (other than payments received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Aggregate Outstanding Credit Exposure held by the other Lenders so that after such purchase each Lender will hold its Pro Rata Share of the Aggregate Outstanding Credit Exposure. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to their respective Pro Rata Share of the Aggregate Outstanding Credit Exposure. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

     If an amount to be setoff is to be applied to Indebtedness of the Borrower to a Lender other than Indebtedness comprised of the Outstanding Credit Exposure of such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness comprised of such Outstanding Credit Exposure.

ARTICLE XII

BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

     12.1 Successors and Assigns. The terms and provisions of the Loan Documents shall be binding upon and inure to the benefit of the Borrower and the Lenders and their respective successors and assigns, except that (a) the Borrower shall not have the right to assign its rights or obligations under the Loan Documents and (b) any assignment by any Lender must be made in compliance with Section 12.3. The parties to this Agreement acknowledge that clause (b) of this Section 12.1 relates only to absolute assignments and does not prohibit assignments creating security interests, including, without limitation, (i) any pledge or assignment by any Lender of all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank or (ii)

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in the case of a Lender which is a fund, any pledge or assignment of all or any portion of its rights under this Agreement and any Note to its trustee in support of its obligations to its trustee; provided that no such pledge or assignment creating a security interest shall release the transferor Lender from its obligations hereunder unless and until the parties thereto have complied with the provisions of Section 12.3. The Administrative Agent may treat the Person which made any Loan or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies with Section 12.3; provided that the Administrative Agent may in its discretion (but shall not be required to) follow instructions from the Person which made any Loan or which holds any Note to direct payments relating to such Loan or Note to another Person. Any assignee of the rights to any Loan or any Note agrees by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the owner of the rights to any Loan (whether or not a Note has been issued in evidence thereof), shall be conclusive and binding on any subsequent holder or assignee of the rights to such Loan.

     12.2 Participations.

          12.2.1 Permitted Participants; Effect. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”) participating interests in any Outstanding Credit Exposure of such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner of its Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents.

          12.2.2 Voting Rights. Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Credit Extension or Commitment in which such Participant has an interest which would require consent of all of the Lenders pursuant to the terms of Section 8.2 or of any other Loan Document.

          12.2.3 Benefit of Setoff. The Borrower agrees that each Participant shall be deemed to have the right of setoff provided in Section 11.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1, agrees to share with each Lender, any amount received

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pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender.

     12.3 Assignments.

          12.3.1 Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more Eligible Assignees all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit C or in such other form as may be agreed to by the parties thereto. The consent of the Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to an Eligible Assignee which is not a Lender or an Affiliate thereof; provided that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to an Eligible Assignee which is not a Lender or an Affiliate thereof shall (unless each of the Borrower and the Administrative Agent otherwise consent) be in an amount not less than the lesser of (a) $5,000,000 or (b) the remaining amount of the assigning Lender’s Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

          12.3.2 Effect; Effective Date. Upon (a) delivery to the Administrative Agent of an assignment, together with any consents required by Section 12.3.1, and (b) payment of a $4,000 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such assignment. The assignment shall contain a representation by the assignee to the effect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the assignee in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such assignee shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Outstanding Credit Exposure assigned to such assignee. Upon the consummation of any assignment pursuant to this Section 12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the assignee desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment.

     12.4 Dissemination of Information. The Borrower authorizes each Lender to disclose to any Participant or Eligible Assignee or any other Person acquiring an interest in the Loan Documents by operation of law (each a “Transferee”) and any prospective Transferee any and

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all information in such Lender’s possession concerning the creditworthiness of the Borrower and its Subsidiaries, including without limitation any information contained in any Reports; provided that each Transferee and prospective Transferee agrees to be bound by Section 9.11 of this Agreement.

     12.5 Tax Treatment. If any interest in any Loan Document is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5(d).

ARTICLE XIII

NOTICES

     13.1 Notices. Except as otherwise permitted by Section 2.17 with respect to borrowing notices, all notices, requests and other communications to any party hereunder shall be in writing (including electronic transmission, facsimile transmission or similar writing) and shall be given to such party: in the case of the Borrower or the Administrative Agent, at its address or facsimile number set out on the signature pages hereof, in the case of any Lender, at its address or facsimile number set out in its administrative questionnaire or in the case of any party, at such other address or facsimile number as such party may hereafter specify for the purpose by notice to the Administrative Agent and the Borrower in accordance with the provisions of this Section 13.1. Each such notice, request or other communication shall be effective (a) if given by facsimile transmission, when transmitted to the facsimile number specified in this Section and confirmation of receipt is received, (b) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (c) if given by any other means, when delivered (or, in the case of electronic transmission, received) at the address specified in this Section; provided that notices to the Administrative Agent under Article II shall not be effective until received.

     13.2 Change of Address. The Borrower, the Administrative Agent and any Lender may each change the address for service of notice upon it by a notice in writing to the other parties hereto.

ARTICLE XIV

COUNTERPARTS

     This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. This Agreement shall be effective when it has been executed by the Borrower, the Administrative Agent, and the Lenders and each party has notified the Administrative Agent by facsimile transmission or telephone that it has taken such action.

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ARTICLE XV

CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

     15.1 CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

     15.2 CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR TEXAS STATE COURT SITTING IN HOUSTON, TEXAS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN HOUSTON, TEXAS.

     15.3 WAIVER OF JURY TRIAL. THE BORROWER, THE AGENT AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

[Signatures appear on the following pages.]

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     IN WITNESS WHEREOF, the Borrower, the Lenders, and the Administrative Agent have executed this Agreement as of the date first above written.

COOPER CAMERON CORPORATION
By:	/s/ Michael C. Jennings
	Michael C. Jennings Vice President & Treasurer
Address:		1333 West Loop South, Suite 1700
		Houston, Texas 77027
Attention:		Michael C. Jennings
		Vice President & Treasurer
Telephone:		(713) 513-3336
Telecopy:		(713) 513-3355

Signature Page to Credit Agreement

	CITICORP NORTH AMERICA, INC. individually and as Administrative Agent
Commitment $90,000,000
	By:	/s/ Amy K. Pincu
		Amy K. Pincu Director
	Address:		333 Clay Street
			Suite 3700
			Houston, Texas 77002
	Attention:		Amy Pincu
	Telephone:		(713) 654-2820
	Telecopy:		(713) 654-2849

Signature Page to Credit Agreement

Commitment $90,000,000	UBS LOAN FINANCE LLC
	By:	/s/ WILFRED V. SAINT
	Name:	Wilfred V. Saint
	Title:	Director, Banking Products Services, U.S.
	By:	/s/ JOSELIN FERNANDES
	Name:	Joselin Fernandes
	Title:	Associate Director, Banking Products Services, U.S.
	Address:		677 Washington Boulevard
			Stamford, Connecticut 06901
	Attention:		Denise Conzo
	Telephone:		(203) 719-3853
	Telecopy:		(203) 719-3888

Signature Page to Credit Agreement

Commitment $20,000,000	BANK ONE, NA,
	By:	/s/ Helen A. Carr
		Helen A. Carr
		First Vice President
	Address:		910 Travis Street
			6th Floor
			Mail Code TX2-4335
			Houston, Texas 77002
	Attention:		Helen Carr
	Telephone:		(713) 751-3731
	Telecopy:		(713) 751-3760

Signature Page to Credit Agreement

PRICING SCHEDULE

Applicable Margin	Level I Status	Level II Status	Level III Status	Level IV Status	Level V Status	Level VI Status
Eurocurrency Rate	55.0 bps	65.0 bps	75.0 bps	97.5 bps	117.5 bps	150.0 bps
Floating Rate	0 bps	0 bps	0 bps	0 bps	0 bps	50 bps

Applicable Fee Rate	Level I Status	Level II Status	Level III Status	Level IV Status	Level V Status	Level VI Status
Facility Fee	8.5 bps	10.0 bps	12.5 bps	15.0 bps	20.0 bps	25.0 bps
Usage Fee	12.5 bps	12.5 bps	12.5 bps	12.5 bps	12.5 bps	25.0 bps

     For the purposes of this Schedule, the following terms have the following meanings, subject to the final paragraph of this Schedule:

     “Level I Status” exists at any date if, on such date, the Borrower’s Moody’s Rating is A2 or better or the Borrower’s S&P Rating is A or better.

     “Level II Status” exists at any date if, on such date, (a) the Borrower has not qualified for Level I Status and (ii) the Borrower’s Moody’s Rating is A3 or better or the Borrower’s S&P Rating is A- or better.

     “Level III Status” exists at any date if, on such date, (a) the Borrower has not qualified for Level I Status or Level II Status and (ii) the Borrower’s Moody’s Rating is Baa1 or better or the Borrower’s S&P Rating is BBB+ or better.

     “Level IV Status” exists at any date if, on such date, (a) the Borrower has not qualified for Level I Status, Level II Status or Level III Status and (ii) the Borrower’s Moody’s Rating is Baa2 or better or the Borrower’s S&P Rating is BBB or better.

     “Level V Status” exists at any date if, on such date, (a) the Borrower has not qualified for Level I Status, Level II Status, Level III Status or Level IV Status and (ii) the Borrower’s Moody’s Rating is Baa3 or better or the Borrower’s S&P Rating is BBB- or better.

     “Level VI Status” exists at any date if, on such date, the Borrower has not qualified for Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status.

     “Moody’s Rating” means, at any time, the rating issued by Moody’s and then in effect with respect to the Borrower’s senior unsecured long-term debt securities without third-party credit enhancement.

     “S&P Rating” means, at any time, the rating issued by S&P and then in effect with respect to the Borrower’s senior unsecured long-term debt securities without third-party credit enhancement.

Pricing Schedule

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     “Status” means either Level I Status, Level II Status, Level III Status, Level IV Status, Level V Status or Level VI Status.

     The Applicable Margin and Applicable Fee Rate shall be determined in accordance with the foregoing table based on the Borrower’s Status as determined by the then-current Moody’s and S&P Ratings. The credit rating in effect on any date for the purposes of this Schedule is that in effect at the close of business on such date. If at any time the Borrower has no Moody’s Rating or no S&P Rating, Level IV Status shall exist. If the credit ratings from Moody’s and S&P fall within different categories, the Applicable Margin and Applicable Fee Rate shall be based on the higher of the two ratings unless the lower rating is two or more levels below the higher rating, in which case the rating which is one level above the lower rating will apply.

Pricing Schedule

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