This SECURITY AGREEMENT dated as of February 2, 2012 (this "Agreement"), is among CAMERON INTERNATIONAL CORPORATION, a Delaware corporation ("Cameron"), certain subsidiaries of Cameron party hereto from time to time (the "Subsidiary Debtors" and, collectively with Cameron, the "Debtors"), and CITIBANK, N.A. (the "Secured Party").

INTRODUCTION

A. Reference is made to the Amended and Restated Continuing Agreement for Letters of Credit dated as of February 2, 2012 (as amended or otherwise modified from time to time, the "L/C Agreement") among Cameron, certain subsidiaries of Cameron party thereto from time to time, and the Secured Party.

B. It is a condition precedent to the effectiveness of the L/C Agreement and the issuing of Letters of Credit thereunder that the Debtors shall have entered into this Agreement, in order to secure the Debtors' obligations under the L/C Agreement and all other Secured Obligations (as defined below).

In consideration of the credit and other direct and indirect benefits expected to be received in connection with the L/C Agreement, including as a result of the shared identity of interest as members of a combined group of companies, and for other good, valuable, and reasonably equivalent consideration, each Debtor jointly and severally agrees with the Secured Party as follows:

SECTION 1.

DEFINITIONS

1.1 Defined Terms. Terms defined above and elsewhere in this Agreement shall have their specified meanings. Capitalized terms used herein but not defined herein shall have the meanings specified by the L/C Agreement. All terms used herein and defined in the UCC shall have the same definitions herein as specified therein.

1.2 Interpretation. Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Debtor, shall refer to such Debtor's Collateral or the relevant part thereof. Each Debtor agrees to the terms and provisions of Sections 1.02, 1.03, and 1.04 of the L/C Agreement and such terms and provisions are incorporated herein for all purposes.

1.3 Certain Definitions. The following terms shall have the following meanings:

"Collateral" has the meaning specified in Section 2.1.

"Collateral Account" has the meaning specified in the L/C Agreement.

"Investment Property" means all investment property now owned or hereafter acquired by any Debtor, wherever located, including (i) all securities, whether certificated or uncertificated, including stocks, bonds, interests in limited liability companies, partnership interests, treasuries, certificates of deposit, and mutual fund shares; (ii) all securities entitlements of any Debtor, including the rights of any Debtor to any securities account and the financial assets held by a securities intermediary in such securities account and any free credit balance or other money owing by any securities intermediary with respect to that account; (iii) all securities accounts of any Debtor; (iv) all commodity contracts of any Debtor; and (v) all commodity accounts held by any Debtor.

"Liquid Assets" means all cash and cash equivalents at any time held by any of the Debtors, all monies, proceeds or sums due or to become due therefrom or thereon and all documents (including, but not limited to passbooks, certificates and receipts) evidencing all funds and investments.

"Proceeds" means all of each Debtor's present and future (a) proceeds of the Collateral, whether arising from the collection, sale, lease, exchange, assignment, licensing, or other disposition of the Collateral, (b) any and all payments (in any form whatsoever) made or due and payable from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any Governmental Authority (or any person acting under authority from a Governmental Authority), (c) claims against third parties for impairment, loss, damage, or impairment of the value of such Collateral, and (d) any and all proceeds of, and all claims for, any insurance, indemnity, warranty or guaranty payable from time to time with respect to any of the Collateral, in each case whether represented as money, deposit accounts, accounts, general intangibles, securities, instruments, documents, chattel paper, inventory, equipment, fixtures, or goods.

"Secured Obligations" means (a) the Obligations and (b) any increases, extensions, renewals, replacements, and rearrangements of the foregoing obligations under any amendments, supplements, and other modifications of the agreements creating the foregoing obligations, in each case, whether direct or indirect, absolute or contingent.

"State of Organization" means the jurisdiction of organization of each of the Debtors as listed on Schedule 3.3, as the same may be changed in accordance with Section 4.3.

"UCC" means the Uniform Commercial Code as in effect on the date hereof in the State of New York, as amended from time to time, and any successor statute.

SECTION 2.

GRANT OF SECURITY INTEREST

2.1 Grant of Security Interest. Each Debtor hereby pledges and grants to the Secured Party, a Lien on and security interest in and to all of such Debtor's right, title, and interest in and to the following property (the "Collateral") to secure the payment and performance in full of the Secured Obligations: (a) all Collateral Accounts, (b) all Investment Property and Liquid Assets from time to time on deposit in any Collateral Account, (c) any and all additions, accessions and improvements to, all substitutions and replacements for and all products of or derived from the foregoing, and (d) all Proceeds of the foregoing.

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To the extent that the Collateral is not subject to the UCC, each Debtor collaterally assigns all of such Debtor's right, title, and interest in and to such Collateral to the Secured Party to secure the payment and performance of the Secured Obligations to the full extent that such a collateral assignment is possible under the relevant law.

2.2 Fraudulent Transfer Laws. Anything contained in this Agreement to the contrary notwithstanding, the obligations of each Debtor under this Agreement shall be limited to the maximum liability that such Debtor may incur without rendering this Agreement subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any applicable state or federal law.

SECTION 3.

REPRESENTATIONS AND WARRANTIES

To induce the Secured Party to issue Letters of Credit for the account of the Debtors under the L/C Agreement, each Debtor hereby represents and warrants to the Secured Party that:

3.1 Ownership of Property; No Other Liens; Transferability.

(a) Each Debtor owns and has good title to each item of the Collateral, and is the record and beneficial owner of the Investment Property pledged by it hereunder, in each case free and clear of any and all Liens, options, or claims of others except for Liens permitted under Section 5.17 of the L/C Agreement.

(b) No financing statement or other public notice with respect to all or any part of the Collateral has been consented to by any Debtor or is on file or of record in any public office, except such as have been filed in favor of the Secured Party pursuant to this Agreement. No person other than the Secured Party has control or possession of all or any part of the Collateral, except an Account Institution that is subject to an Account Control Agreement.

(c) Except as expressly permitted by the L/C Agreement or any other Credit Document, there is no agreement, order, judgment or decree, and no Debtor shall enter into any agreement or take any other action, that could reasonably be expected to restrict the transferability of any of the Collateral or otherwise impair or conflict with such Debtor's obligations or the rights of the Secured Party hereunder.

3.2 Perfected First-Priority Liens. The security interests granted pursuant to this Agreement (a) will, upon completion of the filing of UCC financing statements describing the Collateral in the offices located in the jurisdictions listed on Schedule 3.3 and the entry into an Account Control Agreement with respect to each Collateral Account, constitute valid perfected security interests in the Collateral in favor of the Secured Party as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof against all creditors of such Debtor and any Persons purporting to purchase any Collateral from such Debtor and (b) are prior to all other Liens on the Collateral.

3.3 Debtor's Legal Name; Jurisdiction of Organization; Chief Executive Office. Each Debtor's exact legal name is set forth on the signature page hereof, and from and after an amendment or modification thereto, on a written notification delivered to the Secured Party pursuant to Section 4.3. Except as set forth in Schedule 3.3, such Debtor has not conducted business under any name other than its current name during the last five years prior to the date of this Agreement. On the date hereof, such Debtor's jurisdiction of organization, type of organization, identification number from the jurisdiction of organization (if any), and the location of such Debtor's chief executive office or sole place of business or principal residence, as the case may be, are specified on Schedule 3.3.

3.4 No Consents or Approvals Required. Except the filing of UCC financing statements as contemplated by Section 3.2 and the entry into an Account Control Agreement with respect to each Collateral Account, no consent of any Person and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority is required in connection with (a) the execution, delivery, performance, validity or enforceability of this Agreement, (b) the perfection or maintenance of the security interest created hereby (including the first-priority nature thereof), or (c) the exercise by the Secured Party of the rights provided for in this Agreement.

SECTION 4.

COVENANTS AND AGREEMENTS

Each Debtor covenants and agrees with the Secured Party that, from and after the date of this Agreement until this Agreement terminates in accordance with Section 6.17(a):

4.1 Reserved.

4.2 Maintenance of Perfected Security Interest; Further Documentation; Filing Authorization; Further Assurances; Power of Attorney.

(a) Such Debtor shall maintain the security interest created by this Agreement in the Collateral as an Acceptable Security Interest and shall defend such security interest against the claims and demands of all Persons whomsoever.

(b) In addition to the reporting requirements under Section 5.01 of the L/C Agreement, such Debtor will furnish to the Secured Party from time to time statements and schedules further identifying and describing the assets and property of such Debtor and such other reports in connection with the Collateral as the Secured Party may reasonably request, all in reasonable detail.

(c) Each Debtor further agrees to take any other action reasonably requested by the Secured Party to ensure the attachment, perfection and priority of, and the ability of the Secured Party to enforce, the security interest in any and all of the Collateral including, without limitation, (i) executing, approving, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that any Debtor's signature thereon is required therefor; and (ii) complying with any provision of any statute, law, regulation or treaty of the United States or any other country, including the UCC of any applicable jurisdictions, as to any Collateral if compliance with such provision is a condition to the attachment, perfection or priority of, or the ability of the Secured Party to enforce, the security interest in such Collateral.

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(d) Each Debtor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any applicable jurisdiction in which the Uniform Commercial Code has been adopted and is in effect any initial financing statements and amendments thereto that (a) sufficiently describe the Collateral, and (b) contain any other information required by the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment. Each Debtor agrees to furnish any such information to the Secured Party promptly upon request. Each Debtor also ratifies its authorization for the Secured Party to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

(e) During the existence of an Event of Default,

(i) At the Secured Party's written request, each Debtor shall take any actions reasonably requested by the Secured Party with respect to such Event of Default, including diligently endeavoring to cure any material defect existing or claimed, and taking all reasonably necessary and desirable steps for the defense of any legal proceedings, including the employment of counsel, the prosecution or defense of litigation, and the release or discharge of all adverse claims;

(ii) The Secured Party, whether or not named as a party to any legal proceedings, is authorized to take any additional steps as the Secured Party deems necessary or desirable for the defense of any such legal proceedings or the protection of the validity or priority of this Agreement and the security interests, collateral assignments, and other Liens created hereunder, including the employment of independent counsel, the prosecution or defense of litigation, the compromise or discharge of any adverse claims made with respect to any Collateral and the payment or removal of prior liens or security interests, and the expenses of the Secured Party in taking such action shall be paid by the Debtors; and

(iii) Each Debtor agrees that, if such Debtor fails to perform under this Agreement or any other Credit Document to which such Debtor is a party, the Secured Party may, but shall not be obligated to, perform such Debtor's obligations under this Agreement or such other Credit Document, and any reasonable expenses incurred by the Secured Party in performing such Debtor's obligations shall be paid by such Debtor. Any such performance by the Secured Party may be made by the Secured Party in reasonable reliance on any statement, invoice, or claim, without inquiry into the validity or accuracy thereof. The amount and nature of any expense of the Secured Party hereunder shall be conclusively established by a certificate of any officer of the Secured Party absent manifest error, and such amount shall be included in the Secured Obligations.

(f) Each Debtor irrevocably appoints the Secured Party as such Debtor's attorney in fact, with full authority to act during the existence of an Event of Default, for such Debtor and in the name of such Debtor, to take any action and execute any agreement which the Secured Party deems necessary or advisable to accomplish the purposes of this Agreement, including the actions that Secured Party is expressly authorized to take pursuant to this Agreement (including pursuant to paragraph (e) above), and instituting proceedings the Secured Party deems necessary or desirable to enforce the rights of the Secured Party with respect to this Agreement.

4.3 Changes in Name, etc. Such Debtor will not, except upon 30 days' prior written notice to the Secured Party or such lesser period to which the Secured Party may agree in writing, (a) change its type of organization, jurisdiction of organization or other legal structure from that referred to in Section 3.3, (b) change its organizational number if it has one, or (c) change its name. Promptly following such notice to the Secured Party and before taking any action described in clause (a), (b), or (c) above, such Debtor shall deliver to the Secured Party all additional approved or executed financing statements and other executed documents reasonably requested by the Secured Party to maintain the validity, perfection, and priority of the security interests provided for or required herein.

4.4 No Transfer of Collateral. No Debtor shall sell, offer to sell, convey, assign or otherwise transfer, grant any option with respect to, or transfer out of a Collateral Account, any of the Collateral pledged by it hereunder or any interest therein except as permitted by the L/C Agreement. Such Debtor shall not grant "control" (within the meaning of such term under Article 9-106 of the UCC) over any Collateral to any Person other than the Secured Party.

4.5 Proceeds to be Held as Collateral. Unless otherwise expressly provided in the L/C Agreement or this Agreement, all Proceeds of any Collateral received by such Debtor hereunder shall be kept in the applicable Collateral Account. All Proceeds in a Collateral Account shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in the L/C Agreement.

4.6 Collateral Accounts. For each Collateral Account, such Debtor shall take any actions requested by the Secured Party to enable the Secured Party to obtain "control" (within the meaning of Section 9-104 of the UCC) with respect thereto, including executing, and causing the Account Institution with respect to such Collateral Account to execute, an Account Control Agreement reasonably acceptable to the Secured Party. The Secured Party agrees with each Debtor that the Secured Party will not give any entitlement orders or instructions to an Account Institution directing the disposition of Collateral in a Collateral Account, unless an Event of Default exists as provided in the L/C Agreement. The Secured Party agrees promptly to notify such Debtor after it gives any entitlement orders or instructions to an Account Institution directing the disposition of Collateral in a Collateral Account, provided that the failure to give such notice shall not affect the validity of such entitlement orders or instructions.

SECTION 5.

REMEDIAL PROVISIONS

During the existence of an Event of Default, the Secured Party may, in addition to the other rights and remedies provided for in any other Credit Document or otherwise available to it, exercise one or more of the remedies specified elsewhere in this Agreement or the following remedies:

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5.1 General Interim Remedies. During the existence of an Event of Default, the Secured Party may exercise one or more of the following remedies:

(a) To the extent permitted by law, the Secured Party may exercise all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) or any other applicable law.

(b) The Secured Party may prosecute actions in equity or at law for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted or for the enforcement of any other appropriate legal or equitable remedy.

(c) The Secured Party may exercise any and all rights and remedies of any of the Debtors under or in connection with the Collateral, or otherwise in respect of the Collateral, including without limitation, (i) any and all rights of such Debtor to demand or otherwise require payment of any amount under the Collateral, (ii) withdraw, or cause or direct the withdrawal, of all funds and securities from the Collateral Accounts and (iii) exercise all other rights and remedies with respect to the Collateral, including without limitation, those set forth in Section 9607 of the UCC.

(d) The Secured Party may direct the disposition of, and give instructions or entitlement orders with respect to, Collateral and the Collateral Accounts, and may apply such Collateral to the Secured Obligations as it sees fit, in its sole discretion.

5.2 Foreclosure.

(a) During the existence of an Event of Default, the Secured Party may foreclose on the Collateral in any manner permitted by the courts of or in the State of New York or the jurisdiction in which any Collateral is located. If the Secured Party should institute a suit against any Collateral or any Debtor for the collection of the Secured Obligations and for the foreclosure of this Agreement, the Secured Party may at any time before the entry of a final judgment dismiss the same, and take any other action permitted by this Agreement.

(b) To the extent permitted by law, the Secured Party may exercise all the foreclosure rights and remedies of a secured party under the UCC during the existence of an Event of Default. In connection therewith, the Secured Party may sell any Collateral at public or private sale, at the office of the Secured Party or elsewhere, for cash or credit and upon such other terms as the Secured Party deems commercially reasonable. The Secured Party may sell any Collateral at one or more sales, and the security interest granted hereunder shall remain in effect as to the unsold portion of the Collateral. Each Debtor agrees that to the extent permitted by law such sales may be made without notice. If notice is required by law, each Debtor hereby deems ten days advance notice of the time and place of any public or private sale reasonable notification, recognizing that if any portion of the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, shorter notice may be reasonable. The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Party may adjourn any sale by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was adjourned. In the event that any sale hereunder is not completed or is defective in the opinion of the Secured Party, the Secured Party shall have the right to cause subsequent sales to be made hereunder. Any statements of fact or other recitals made in any bill of sale, assignment, or other document representing any sale hereunder, including statements relating to the occurrence of an Event of Default, acceleration of the Secured Obligations, notice of the sale, the time, place, and terms of the sale, and other actions taken by the Secured Party in relation to the sale may be conclusively relied upon by the purchaser at any sale hereunder. The Secured Party may delegate to any agent the performance of any acts in connection with any sale hereunder, including the sending of notices and the conduct of the sale.

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5.3 Application of Proceeds. Unless otherwise specified herein, any cash proceeds received by the Secured Party from the sale of, collection of, or other realization upon any part of the Collateral or any other amounts received by the Secured Party hereunder may be, at the reasonable discretion of the Secured Party (i) held by the Secured Party in one or more Collateral Accounts maintained with the Secured Party as cash collateral for the Secured Obligations or (ii) applied in the order specified in Section 7.03 of the L/C Agreement.

5.4 Waiver of Certain Rights. To the full extent each Debtor may do so under applicable law, such Debtor shall not insist upon, plead, claim, or take advantage of any law providing for any appraisement, valuation, stay, extension, or redemption, and such Debtor hereby waives and releases the same, and all rights to a marshaling of the assets of such Debtor, including the Collateral of such Debtor, or to a sale in inverse order of alienation in the event of foreclosure of the liens and security interests hereby created. Such Debtor shall not assert any right under any law pertaining to the marshaling of assets, sale in inverse order of alienation, the administration of estates of decedents or other right to defeat, reduce, or otherwise adversely affect in any respect the rights of the Secured Party under the terms of this Agreement.

5.5 Remedies Cumulative. The Secured Party's remedies under this Agreement and the Credit Documents to which any Debtor is a party shall be cumulative, and no delay in enforcing this Agreement and the Credit Documents to which any Debtor is a party shall act as a waiver of the Secured Party's rights hereunder.

5.6 Reinstatement. The obligations of each Debtor under this Agreement shall continue to be effective or automatically be reinstated, as the case may be, if at any time payment of any of the Secured Obligations is rescinded or otherwise must be restored or returned by the Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Debtor or any other obligor or otherwise, all as though such payment had not been made.

5.7 Deficiency. Each Debtor shall remain liable for any deficiency if the proceeds of any sale or other disposition of any Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorney employed by the Secured Party to collect such deficiency.

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SECTION 6.

MISCELLANEOUS

6.1 Amendments. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 8.01 of the L/C Agreement.

6.2 Notices. All notices, requests and demands to or upon the Secured Party or any Debtor hereunder shall be effected in the manner and to the addresses or telecopy numbers provided for in Section 8.02 of the L/C Agreement.

6.3 No Waiver by Course of Conduct; Cumulative Remedies; No Duty. No failure to exercise, nor any delay in exercising, on the part of the Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Secured Party would otherwise have on any future occasion. The rights and remedies provided herein and in the other Credit Documents are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law. The powers conferred on Secured Party under this Agreement are solely to protect Secured Party’s rights under this Agreement and shall not impose any duty upon it to exercise any such powers. Except as expressly provided hereunder, Secured Party shall have no duty as to any of the Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to the Collateral.

6.4 Costs and Expenses. Each Debtor agrees to pay on demand the costs and expenses of the Secured Party as set forth in Section 8.04 of the L/C Agreement.

6.5 Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Debtor and shall inure to the benefit of the Secured Party and its successors and assigns; provided that no Debtor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Secured Party.

6.6 Counterparts. This Agreement may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic transmission shall be effective as delivery of an original manually executed counterpart of this Agreement.

6.7 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid, or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid, or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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6.8 Section Headings. The Section headings used in this Agreement are included for convenience of reference only and shall not affect the interpretation of this Agreement.

6.9 Integration; Direct Conflict. This Agreement and the other Credit Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. In the event of a direct conflict between this Agreement and the L/C Agreement, the L/C Agreement shall control; provided, however, the parties understand and agree that this Agreement sets forth additional covenants, obligations and rights and the parties will use all reasonable efforts to construe the provisions and covenants in this Agreement as not being in direct conflict with the L/C Agreement.

6.10 Additional Debtors. Each Subsidiary of Cameron that is required to become a party to this Agreement after the date hereof pursuant to Section 6.03 of the L/C Agreement shall become a Debtor for all purposes of this Agreement upon execution and delivery by such Subsidiary of a supplement agreement or joinder agreement in the form of Annex I, upon the execution of which such additional Debtor shall become a Debtor hereunder with the same force and effect as if originally named as a Debtor herein. The execution and delivery of any instrument adding an additional Debtor as a party to this Agreement shall not require the consent of any other Debtor hereunder. The rights and obligations of each Debtor hereunder shall remain in full force and effect notwithstanding the addition of any new Debtor as a party to this Agreement.

6.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAW RULES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

6.12 WAIVER OF JURY TRIAL. EACH DEBTOR HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

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6.13 SUBMISSION TO JURISDICTION.EACH DEBTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (OR THE STATE COURTS SITTING IN THE BOROUGH OF MANHATTAN IN THE EVENT THE SOUTHERN DISTRICT OF NEW YORK LACKS SUBJECT MATTER JURISDICTION), AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING BROUGHT BY THE LETTER OF CREDIT ISSUER ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH DEBTOR HEREBY AGREES THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH DEBTOR AGREES THAT ANY ACTION OR PROCEEDING BROUGHT BY CAMERON OR ANY OF ITS SUBSIDIARIES AGAINST THE LETTER OF CREDIT ISSUER OR ITS AFFILIATES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (OR THE STATE COURTS SITTING IN THE BOROUGH OF MANHATTAN IN THE EVENT THE SOUTHERN DISTRICT OF NEW YORK LACKS SUBJECT MATTER JURISDICTION), AND ANY APPELLATE COURT FROM ANY THEREOF. NOTHING IN THIS AGREEMENT OR IN ANY OTHER CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT THE LETTER OF CREDIT ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AGAINST ANY DEBTOR OR ITS PROPERTIES IN ANY COURT OF COMPETENT JURISDICTION, INCLUDING THE JURISDICTIONS OF INCORPORATION OF ANY DEBTOR NOT INCORPORATED IN THE UNITED STATES.

6.14 SERVICE OF PROCESS. EACH DEBTOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT ITS ADDRESS LISTED UNDER ITS SIGNATURE HERETO. EACH DEBTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY DEBTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH GUARANTOR HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS.

6.15 Appointment of Process Agent. Any Debtor that is not incorporated under the laws of the United States of America (a "Non-U.S. Debtor") irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the Effective Date at 111 Eighth Avenue, New York, NY 10011, as its agent to receive on behalf of it and its properties service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by mailing by certified mail a copy of such process to the applicable Non-U.S. Debtor, in care of the Process Agent at the Process Agent's above address, with a copy to Cameron, at its address specified in the L/C Agreement, and each Non-U.S. Debtor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each Non-U.S. Debtor also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing by certified mail of copies of such process to it at its address listed under its signature hereto. Each Non-U.S. Debtor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any

other manner provided by law. Nothing in this Section shall affect the right of the Letter of Credit Issuer to serve legal process in any other manner permitted by applicable law or affect the right of the Letter of Credit Issuer to bring any suit, action or proceeding against each Non-U.S. Debtor or its property in the courts of other jurisdictions.

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6.16 Indemnification. Each Debtor hereby indemnifies and holds harmless the Letter of Credit Issuer and each of its directors, officers, employees and attorneys (collectively, "Indemnified Parties") from and against any and all expenses, losses, claims, damages, liabilities and expenses (including reasonable fees and disbursements of counsel and claims, damages, losses, liabilities and expenses related to environmental matters) (collectively, "Losses") for which any of them may become liable or which may be incurred by or asserted against an Indemnified Party, in each case arising out of, related to or in connection with (i) the fraud, forgery or illegal action of parties other than the Indemnified Party, (ii) the enforcement of this Agreement or any rights or remedies under or in connection with this Agreement, or (iii) the acts or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority or cause or event which is beyond the control of such Indemnified Party; in each case EXPRESSLY INCLUDING ANY SUCH LOSSES ATTRIBUTABLE TO THE NEGLIGENCE OF SUCH INDEMNIFIED PARTY, BUT EXCLUDING ANY SUCH LOSSES ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY AS DETERMINED PURSUANT TO A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. IT IS THE INTENT OF THE PARTIES HERETO THAT EACH INDEMNIFIED PARTY SHALL, TO THE EXTENT PROVIDED IN THIS SECTION 6.16, BE INDEMNIFIED FOR ITS OWN ORDINARY NEGLIGENCE. The Letter of Credit Issuer will provide Cameron prompt notice of any matter (other than matters solely among Indemnified Parties) as to which indemnification pursuant to this Section 6.16 is claimed. Any Indemnified Party that proposes to settle or compromise any such indemnified claim shall give Cameron written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding.

6.17 Termination; Releases.

(a) This Agreement and the security interest created hereby shall terminate when (i) all the Secured Obligations have been indefeasibly paid in full, (ii) the Commitment of the Secured Party to the Debtors has been fully and finally terminated, and (iii) either (A) each Letter of Credit has expired or been terminated, or (B) there are no Secured Letters of Credit or other Letters of Credit that are required to be secured under the L/C Agreement, at which time the Secured Party shall execute and deliver to the Debtors or the Debtors' designee, at the Debtors' expense, all Uniform Commercial Code termination statements and similar documents which the Debtors shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 6.17(a) shall be without recourse to or warranty by the Secured Party.

(b) If the Secured Party shall release any Collateral pursuant to Section 2.13(h) of the L/C Agreement, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such section. In connection therewith, the Secured Party, at the request and expense of any Debtor, shall execute and deliver to such Debtor such documents as such Debtor shall reasonably request to evidence such release.

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(c) Each Debtor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Secured Party subject to such Debtor's rights under Section 9-509(d)(2) of the UCC.

THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS, AS DEFINED IN THE L/C AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Signature pages follow.]

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FORM OF SUBSIDIARY GUARANTY

This Subsidiary Guaranty dated as of [], 20[ ] (this "Guaranty") is made by each of the undersigned (individually a "Guarantor" and collectively, the "Guarantors") in favor of Citibank, N.A.

R E C I T A L S:

A. Cameron International Corporation, a Delaware corporation (the "Cameron"), certain subsidiaries of Cameron (the "Subsidiary Applicants"), and Citibank, N.A., as letter of credit issuer (the "Letter of Credit Issuer"), have entered into a certain Amended and Restated Continuing Agreement for Letters of Credit dated as of February 2, 2012 (as from time to time modified, supplemented or amended, the "Agreement"). Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term by the Agreement.

B. Each Guarantor is a subsidiary of Cameron and will receive substantial and direct benefits from the extensions of credit contemplated by the Agreement and is entering into this Guaranty to induce the Letter of Credit Issuer to extend credit to the Applicants thereunder.

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration and as an inducement to the Letter of Credit Issuer to issue Letters of Credit at the request of Applicants, each Guarantor hereby agrees as follows:

Section 1. Guaranty. Each Guarantor hereby absolutely, irrevocably and unconditionally guarantees prompt, full and complete payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of (a) all Obligations under the Agreement and (b) all other amounts from time to time owing to the Letter of Credit Issuer by any Applicant under the Agreement and the other Credit Documents, in each case, whether absolute or contingent and whether for principal, interest, fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the "Guaranteed Obligations"). This is a guaranty of payment, not a guaranty of collection.

Section 2. Waivers. Each Guarantor waives notice of the acceptance of this Guaranty and of the extension or incurrence of the Guaranteed Obligations or any part thereof. Each Guarantor further waives promptness, presentment, protest, notice, filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Applicant or any other Subsidiary of Cameron, demand or action on delinquency in respect of the Guaranteed Obligations or any part thereof, including any right to require the Letter of Credit Issuer to sue Cameron or any other Applicant, any other guarantor or any other person obligated with respect to the Guaranteed Obligations or any part thereof, or otherwise to enforce payment thereof against any collateral securing the Guaranteed Obligations or any part thereof.

Section 3. Guaranty Absolute. Each Guarantor hereby agrees that, to the fullest extent permitted by law, its obligations hereunder shall be continuing, irrevocable, absolute and unconditional under any and all circumstances and not subject to any reduction, limitation, impairment, termination, defense (other than payment in full, subject however to Section 8 hereof), reduction by setoff or counterclaim, or recoupment whatsoever (all of which are hereby expressly waived by it to the fullest extent permitted by law), whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise. The validity and enforceability of this Guaranty shall not be impaired or affected by and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to any of the following:

(a) any amendment, waiver, extension, modification or renewal of, or indulgence with respect to, or substitution for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time, including any renewal or extension of the time or change of the manner or place of payment;

(b) any failure or omission to perfect or maintain any lien on, or preserve rights to, any security or collateral or to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof;

(c) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof;

(d) any release, surrender, compromise, settlement, waiver, non- perfection, impairment, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligations of any person thereof;

(e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof;

(f) the application of payments received from any source to the payment of indebtedness other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this Guaranty even though the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this Guaranty;

(g) any change in the corporate existence, structure or ownership of any Applicant or the insolvency, bankruptcy or any other change in legal status of any Applicant;

(h) any law, decree, regulation or other governmental act of any jurisdiction or any other event in any way affecting any term of the Guaranteed Obligations or the Letter of Credit Issuer's rights with respect thereto, including, without limitation: (i) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a Non-USD Currency (as hereinafter defined) for U.S. Dollars or the remittance of funds outside of such jurisdiction or the unavailability of U.S. Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (ii) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any governmental authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (iii) any expropriation, confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives any Applicant of any assets or its use or of the ability to operate its business or a material part thereof; or (iv) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Guaranty);

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(i) the failure of any Applicant to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this Guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this Guaranty;

(j) the existence of any claim, setoff or other right which such Guarantor may have at any time against any Applicant or any other guarantor in connection herewith or with any unrelated transaction;

(k) the Letter of Credit Issuer's election, in any case or proceeding instituted under Chapter 11 of the United States Bankruptcy Code, of the application of Section 1111(b)(2) of the United States Bankruptcy Code;

(l) any borrowing, use of cash collateral, or grant of a security interest by any Applicant, as debtor in possession, under Section 363 of the United States Bankruptcy Code;

(m) the disallowance of all or any portion of any of the Letter of Credit Issuer's claims for repayment of the Guaranteed Obligations under Section 502 or 506 of the United States Bankruptcy Code; or

(n) any other fact or circumstance which might otherwise constitute a defense available to such Guarantor or grounds at law or equity for the discharge or release of such Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (m) of this paragraph.

It is agreed that each Guarantor's liability hereunder is independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Applicant of the Guaranteed Obligations in the manner agreed upon among the Letter of Credit Issuer and the Applicants as applicable.

Without limiting the generality of the foregoing, each Guarantor guarantees that it shall pay the Letter of Credit Issuer strictly in accordance with the express terms of any document or agreement evidencing any Guaranteed Obligation, including in the amounts and in the currency expressly agreed to thereunder, irrespective of and without giving effect to any laws of the jurisdiction where any Applicant is principally located in effect from time to time, or any order, decree or regulation in the jurisdiction where any Applicant is principally located.

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Section 4. Financial Condition of Applicants. Credit may be granted or continued from time to time by the Letter of Credit Issuer to any Applicant without notice to or authorization from any Guarantor regardless of such Applicant's financial or other condition at the time of any such grant or continuation. The Letter of Credit Issuer shall not have an obligation to disclose or discuss with any Guarantor its assessment of the financial condition of any Applicant.

Section 5. Subrogation and Subordination. Until the payment in full of the Guaranteed Obligations, the termination of the Agreement and all commitments which could give rise to any Guaranteed Obligation, the and the other conditions of this Guaranty have been satisfied ("Guaranty Termination"), no Guarantor shall have any right of subrogation with respect to the Guaranteed Obligations and hereby waives, until Guaranty Termination occurs, (a) any right to enforce any remedy which the Letter of Credit Issuer now has or may hereafter have against any Applicant, any endorser or any other guarantor of all or any part of the Guaranteed Obligations, (b) any benefit of, and any right to participate in, any security or collateral given to the Letter of Credit Issuer to secure payment of the Guaranteed Obligations or any part thereof or any other liability of any Guarantor to the Letter of Credit Issuer, and (c) any right of subrogation, reimbursement, exoneration, contribution or indemnification, in each case, whether or not such claim, remedy or right arises in equity or under contract, statute or common law. If any amount shall be paid to a Guarantor in violation of the preceding sentence at any time prior to the occurrence of Guaranty Termination, such amount shall be held in trust for the benefit of the Letter of Credit Issuer and shall forthwith be paid to the Letter of Credit Issuer to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by such Guarantor under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents. Each Guarantor hereby agrees that any indebtedness of any Applicant to such Guarantor shall be subordinated to the Obligations under the Agreement in the manner and on terms satisfactory to the Letter of Credit Issuer.

Section 6. Remedies. Each Guarantor authorizes the Letter of Credit Issuer to take any action or exercise any remedy, in each case, as permitted or available at law or equity, with respect to any collateral from time to time securing the Guaranteed Obligations, which the Letter of Credit Issuer in its sole discretion shall determine, without notice to such Guarantor.

Section 7 Notice of Remedies. In the event the Letter of Credit Issuer in its sole discretion elects to give notice of any action with respect to any collateral securing the Guaranteed Obligations or any part thereof, 10 days' written notice mailed to a Guarantor by ordinary mail at the address shown hereon shall be deemed reasonable notice of any matters contained in such notice. Each Guarantor consents and agrees that the Letter of Credit Issuer shall not be under any obligation to marshal any assets in favor of such Guarantor or against or in payment of any or all of the Guaranteed Obligations.

Section 8. Payment Upon Demand; Reinstatement. In the event that acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy, administration or reorganization of any Applicant, or otherwise, all such amounts shall nonetheless be payable by each Guarantor forthwith upon demand by the Letter of Credit Issuer. Each Guarantor further agrees that, to the extent that any Applicant makes a payment or payments to the Letter of Credit Issuer on the Guaranteed Obligations, or the Letter of Credit Issuer receives any proceeds of collateral securing the Guaranteed Obligations, which payment or receipt of proceeds or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be returned or repaid to such Applicant, its estate, trustee, receiver, debtor in possession or any other party, including, without limitation, such Guarantor, under any insolvency or bankruptcy law, state, federal, or foreign law, common law or equitable cause, then to the extent of such payment, return or repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date when such initial payment, reduction or satisfaction occurred.

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Section 9. Representations and Warranties. Each Guarantor represents and warrants that:

it is a corporation, partnership or limited liability company (or comparable foreign entity) duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing (or foreign equivalent) under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted;

it 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;

the execution, delivery and performance by such Guarantor of this Guaranty are within its corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) its memorandum and articles of association, charter or by-laws or (ii) any law or any contractual restriction binding on or affecting such Guarantor or any entity that controls it;

no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by such Guarantor of this Guaranty; and

this Guaranty has been duly executed and delivered by such Guarantor and is its legal, valid and binding obligation, enforceable against such Guarantor in accordance with its terms.

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Section 10. No Waiver; Amendments. No delay on the part of the Letter of Credit Issuer in the exercise of any right, power or remedy shall operate as a waiver thereof, and no single or partial exercise by the Letter of Credit Issuer of any right, power or remedy shall preclude any further exercise thereof; nor shall any amendment, supplement, modification or waiver of any of the terms or provisions of this Guaranty be binding upon the Letter of Credit Issuer, except as expressly set forth in a writing duly signed and delivered by the Letter of Credit Issuer. The failure by the Letter of Credit Issuer at any time or times hereafter to require strict performance by any Applicant or any Guarantor of any of the provisions, warranties, terms and conditions contained in any security agreement, agreement, guaranty, instrument or document now or at any time or times hereafter executed pursuant to the terms of, or in connection with, the Agreement by any Applicant or any Guarantor and delivered to the Letter of Credit Issuer shall not waive, affect or diminish any right of the Letter of Credit Issuer at any time or times hereafter to demand strict performance thereof, and such right shall not be deemed to have been waived by any act or knowledge of the Letter of Credit Issuer, its agents, officers or employees, unless such waiver is contained in an instrument in writing duly signed and delivered by the Letter of Credit Issuer. No waiver by the Letter of Credit Issuer of any default shall operate as a waiver of any other default or the same default on a future occasion, and no action by the Letter of Credit Issuer permitted hereunder shall in any way affect or impair the Letter of Credit Issuer's rights or powers, or the obligations of any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any Guaranteed Obligations owing by any Applicant to the Letter of Credit Issuer shall be conclusive and binding on each Guarantor irrespective of whether such Guarantor was a party to the suit or action in which such determination was made.

Section 11. Continuing Guaranty. This is a continuing guaranty and applies to all Guaranteed Obligations whenever arising. Subject to the provisions of Section 8 hereof, this Guaranty shall continue in full force and effect until Guaranty Termination.

Section 12. Place and Currency of Payment. If any Guaranteed Obligation is payable in U.S. Dollars, each Guarantor agrees to make payment hereunder to the Letter of Credit Issuer in U.S. Dollars at 1615 Brett Road, OPS III, New Castle, DE 19720. If any Obligation is payable in a currency other than U.S. Dollars (a "Non-USD Currency") and/or at a place other than the United States, and such payment is not made as and when agreed, each Guarantor agrees to, at the Letter of Credit Issuer's option, either (a) make payment in such Non-USD Currency and at the place where such Guaranteed Obligation is payable, or (b) pay the Letter of Credit Issuer in U.S. Dollars at 1615 Brett Road, OPS III, New Castle, DE 19720. In the event of a payment pursuant to clause (a) above, each Guarantor agrees to pay the Letter of Credit Issuer the equivalent of the amount of such Guaranteed Obligation in U.S. Dollars calculated at the Exchange Rate (as defined in the Agreement); provided, however, that the foregoing provisions of this sentence shall not apply to any payments hereunder in respect of Guaranteed Obligations that have been re-denominated into a Non-USD Currency as a result of the application of any law, order, decree or regulation in any jurisdiction other than the United States, which Guaranteed Obligations shall, for purposes of this Guaranty, be deemed to remain denominated in U.S. Dollars and payable to the Letter of Credit Issuer in accordance with the first sentence of this Section 12.

Section 13. Set-Off. In addition to and without limitation of any rights, powers or remedies of the Letter of Credit Issuer under applicable law, if any Guarantor fails to pay any of its obligations hereunder when due and payable, the Letter of Credit Issuer may, in its sole discretion, with notice after the fact to such Guarantor and regardless of the acceptance of any security or collateral for the payment hereof, appropriate and apply toward the payment of the Guaranteed Obligations (a) any indebtedness due or to become due from the Letter of Credit Issuer to such Guarantor, and (b) any moneys, credits or other property belonging to such Guarantor (including all account balances, whether provisional or final and whether or not collected or available) at any time held by or coming into the possession of the Letter of Credit Issuer whether for deposit or otherwise.

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Section 14. Taxes. Any and all payments by a Guarantor hereunder will be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding income or franchise taxes imposed on the Letter of Credit Issuer's net income by the jurisdiction under the laws of which the Letter of Credit Issuer is organized or any political subdivision thereof or by the jurisdiction of the Letter of Credit Issuer's lending office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being "Taxes"). If a Guarantor is required by law to deduct any Taxes from or in respect of any sum payable hereunder (a) the sum payable will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Letter of Credit Issuer will receive an amount equal to the sum it would have received had no such deductions been made, (b) such Guarantor will make such deductions, and (c) such Guarantor will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. In addition, each Guarantor will pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Guaranty or the Guaranteed Obligations ("Other Taxes"). Such Guarantor will promptly furnish to the Letter of Credit Issuer the original or a certified copy of a receipt evidencing payment thereof. Each Guarantor will indemnify the Letter of Credit Issuer for the full amount of Taxes or Other Taxes paid by the Letter of Credit Issuer or any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted, within 30 days of the Letter of Credit Issuer's request therefor. Without prejudice to the survival of any other agreement contained herein, the Guarantors' agreements and obligations contained in this Section will survive Guaranty Termination.

Notwithstanding anything to the contrary contained herein or in any document or agreement evidencing a Guaranteed Obligation, the Guarantors and the Letter of Credit Issuer (and each of their respective employees, representatives or other agents) may disclose to the U.S. Internal Revenue Service or any other government agency or regulatory body having jurisdiction over the parties, the U.S. tax treatment and U.S. tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to any of the foregoing persons relating to such U.S. tax treatment and U.S. tax structure.

Section 15. Guarantors' Credit Decision, Etc. Each Guarantor has, independently and without reliance on the Letter of Credit Issuer and based on such documents and information as such Guarantor has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty. Each Guarantor has adequate means to obtain from the Applicants on a continuing basis information concerning the financial condition, operations and business of the Applicants, and no Guarantor is relying on the Letter of Credit Issuer to provide such information now or in the future. Each Guarantor acknowledges that it will receive substantial direct and indirect benefit from the extensions of credit contemplated by this Guaranty.

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Section 16. GOVERNING LAW. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAWS RULES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (OR THE STATE COURTS SITTING IN THE BOROUGH OF MANHATTAN IN THE EVENT THE SOUTHERN DISTRICT OF NEW YORK LACKS SUBJECT MATTER JURISDICTION), AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING BROUGHT BY THE LETTER OF CREDIT ISSUER ARISING OUT OF OR RELATING TO THIS GUARANTY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH GUARANTOR HEREBY AGREES THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH GUARANTOR AGREES THAT ANY ACTION OR PROCEEDING BROUGHT BY CAMERON OR ANY OF ITS SUBSIDIARIES AGAINST THE LETTER OF CREDIT ISSUER OR ITS AFFILIATES ARISING OUT OF OR RELATING TO THIS GUARANTY SHALL BE BROUGHT EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (OR THE STATE COURTS SITTING IN THE BOROUGH OF MANHATTAN IN THE EVENT THE SOUTHERN DISTRICT OF NEW YORK LACKS SUBJECT MATTER JURISDICTION), AND ANY APPELLATE COURT FROM ANY THEREOF. NOTHING IN THIS GUARANTY OR IN ANY OTHER CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT THE LETTER OF CREDIT ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY OR ANY OTHER CREDIT DOCUMENT AGAINST ANY GUARANTOR OR ITS PROPERTIES IN ANY COURT OF COMPETENT JURISDICTION, INCLUDING THE JURISDICTIONS OF INCORPORATION OF ANY GUARANTOR NOT INCORPORATED IN THE UNITED STATES.

Section 17. SERVICE OF PROCESS. EACH GUARANTOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT ITS ADDRESS LISTED UNDER ITS SIGNATURE HERETO. EACH GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH GUARANTOR HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY AND THE OTHER CREDIT DOCUMENTS.

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Section 18. DAMAGES. EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY ACTION OR PROCEEDING REFERRED TO IN SECTION 17 ANY EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES.

Section 19. Appointment of Process Agent. Any Guarantor that is not incorporated under the laws of the United States of America (a "Non-U.S. Guarantor") irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the Effective Date at 111 Eighth Avenue, New York, NY 10011, as its agent to receive on behalf of it and its properties service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by mailing by certified mail a copy of such process to the applicable Non-U.S. Guarantor, in care of the Process Agent at the Process Agent's above address, with a copy to Cameron, at its address specified in the Agreement, and each Non-U.S. Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each Non-U.S. Guarantor also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing by certified mail of copies of such process to it at its address listed under its signature hereto. Each Non-U.S. Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section shall affect the right of the Letter of Credit Issuer to serve legal process in any other manner permitted by applicable law or affect the right of the Letter of Credit Issuer to bring any suit, action or proceeding against each Non-U.S. Guarantor or its property in the courts of other jurisdictions.

Section 20. WAIVER OF JURY TRIAL. EACH GUARANTOR IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 21. Judgment. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in U.S. Dollars into a Non-USD Currency, each Guarantor agrees that the rate of exchange used will be that at which, in accordance with normal banking procedures, the Letter of Credit Issuer could purchase U.S. Dollars with such Non-USD Currency on the business day preceding that on which final judgment is given. The obligation of each Guarantor in respect of any sum due hereunder will, notwithstanding any judgment in a Non-USD Currency, be discharged only to the extent that on the date such Guarantor makes payment to the Letter of Credit Issuer of any sum adjudged to be so due in such Non-USD Currency, the Letter of Credit Issuer may, in accordance with normal banking procedures, purchase U.S. Dollars with such Non-USD Currency; if the U.S. Dollars so purchased are less than the sum originally due to the Letter of Credit Issuer in U.S. Dollars, each Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Letter of Credit Issuer against such loss, and if the U.S. Dollars so purchased exceed the sum originally due to the Letter of Credit Issuer in U.S. Dollars, the Letter of Credit Issuer agrees to remit to such Guarantor such excess.

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Section 22. Indemnity. Each Guarantor hereby indemnifies and holds harmless the Letter of Credit Issuer and each of its directors, officers, employees and attorneys (collectively, "Indemnified Parties") from and against any and all expenses, losses, claims, damages, liabilities and expenses (including reasonable fees and disbursements of counsel and claims, damages, losses, liabilities and expenses related to environmental matters) (collectively, "Losses") for which any of them may become liable or which may be incurred by or asserted against an Indemnified Party, in each case arising out of, related to or in connection with (i) any Letter of Credit or any pre-advice of its issuance, (ii) any transaction in which any proceeds of all or any part of the Letters of Credit are applied, (iii) breach by Cameron or any Subsidiary Applicant of any Credit Document, (iv) violation by Cameron or any Subsidiary Applicant of any Environmental Law or any other law, rule, regulation or order, (v) any investigation, litigation, or proceeding, whether or not any Indemnified Party is a party thereto, arising out of or related to or in connection with any of the foregoing or any Letter of Credit or any Credit Document, including any action or proceeding to compel or restrain any presentation or payment under any Letter of Credit, or for the wrongful dishonor of or honoring a presentation under any Letter of Credit, (vi) any transfer, sale delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Party in connection with any Letter of Credit, (vii) any independent undertaking issued by the beneficiary of any Letter of Credit, (viii) any unauthorized Notice of Letter of Credit or Letter of Credit or error in computer transmission, (ix) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated, (x) any third person seeking to enforce the rights of an Applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document, (xi) the fraud, forgery or illegal action of parties other than the Indemnified Party, (xii) the enforcement of this Guaranty, the Agreement or any other Credit Document or any rights or remedies under or in connection with this Guaranty, the Agreement or any Credit Document, (xiii) the Letter of Credit Issuer's performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation, or (xiv) the acts or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority or cause or event which is beyond the control of such Indemnified Party; in each case

EXPRESSLY INCLUDING ANY SUCH LOSSES ATTRIBUTABLE TO THE NEGLIGENCE OF SUCH INDEMNIFIED PARTY, BUT EXCLUDING ANY SUCH LOSSES ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY AS DETERMINED PURSUANT TO A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. IT IS THE INTENT OF THE PARTIES HERETO THAT EACH INDEMNIFIED PARTY SHALL, TO THE EXTENT PROVIDED IN THIS SECTION 22, BE INDEMNIFIED FOR ITS OWN ORDINARY NEGLIGENCE. The Letter of Credit Issuer will provide Cameron prompt notice of any matter (other than matters solely among Indemnified Parties) as to which indemnification pursuant to this Section 22 is claimed. Any Indemnified Party that proposes to settle or compromise any such indemnified claim shall give Cameron written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding.

-10-

Section 23. Contribution and Subrogation. In order to provide for just and equitable contribution among the Guarantors, each Guarantor agrees that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the "Funding Guarantor"), each other Guarantor (each a "Contributing Guarantor") shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 23 shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Section 24. Fraudulent Transfer Laws. Anything contained in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor under this Guaranty on any date shall be limited to a maximum aggregate amount equal to the largest amount that would not, on such date, render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code of the United States or any applicable provisions of comparable debtor relief laws of any applicable jurisdiction (collectively, the "Fraudulent Transfer Laws"), but only to the extent that any Fraudulent Transfer Law has been found in a final non-appealable judgment of a court of competent jurisdiction to be applicable to such obligations as of such date, in each case

a. after giving effect to all liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws, but specifically excluding

(1) any liabilities of such Guarantor in respect of intercompany indebtedness to any Applicant or other affiliates of any Applicant to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder;

(2) any liabilities of such Guarantor under this Guaranty; and

(3) any liabilities of such Guarantor under other guaranties of and joint and several co-borrowings of debt entered into on the date this Guaranty becomes effective, which contain a limitation as to maximum amount substantially similar to that set forth in this Section 24 (each such other guaranty and joint and several co-borrowing entered into on the date this Guaranty becomes effective, a "Competing Guaranty") to the extent such Guarantor's liabilities under such Competing Guaranty exceed an amount equal to (x) the aggregate principal amount of such Guarantor's obligations under such Competing Guaranty (notwithstanding the operation of that limitation contained in such Competing Guaranty that is substantially similar to this Section 24), multiplied by (y) a fraction (I) the numerator of which is the aggregate principal amount of such Guarantor's obligations under such Competing Guaranty (notwithstanding the operation of that limitation contained in such Competing Guaranty that is substantially similar to this Section 24), and (II) the denominator of which is the sum of (A) the aggregate principal amount of the obligations of such Guarantor under all other Competing Guarantees (notwithstanding the operation of those limitations contained in such other Competing Guarantees that are substantially similar to this Section 24), (B) the aggregate principal amount of the obligations of such Guarantor under this Guaranty (notwithstanding the operation of this Section 24), and (C) the aggregate principal amount of the obligations of such Guarantor under such Competing Guaranty (notwithstanding the operation of that limitation contained in such Competing Guaranty that is substantially similar to this Section 24)); and

-1-

b. after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement (including any right of contribution under Section 23).

Section 25. Miscellaneous.

a. Severability. Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Guaranty.

b. Notice. Except as otherwise expressly provided herein, any notice required or desired to be served, given or delivered to any party hereto under this Guaranty shall be served, given or delivered in accordance with Section 8.02 of the Agreement.

c. Fees and Expenses. Each Guarantor agrees to pay all costs, fees and expenses (including reasonable attorneys' fees of the Letter of Credit Issuer) incurred by the Letter of Credit Issuer in collecting or enforcing the obligations of such Guarantor under this Guaranty.

d. Successors and Assigns. This Guaranty shall bind each Guarantor and its successors and assigns and shall inure to the benefit of the Letter of Credit Issuer and its successors and assigns. All references herein to an Applicant shall be deemed to include its respective successors and assigns including, without limitation, a receiver, trustee or debtor in possession of or for such Applicant.

[Signature Page Follows.]

-12-

	CAMERON INTERNATIONAL CORPORATION

	By:
	Name:
	Title:

	CITIBANK, N.A.

	By:
	Name:
	Title:

	CAMERON INTERNATIONAL CORPORATION

	By:
	Name:
	Title:

	CITIBANK, N.A.

	By:
	Name:
	Title:

		Page
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

Section 1.01.	Certain Defined Terms	1
Section 1.02.	Computation of Time Periods	17
Section 1.03.	Accounting Terms	18
Section 1.04.	Miscellaneous	18

ARTICLE II
AMOUNT AND TERMS OF THE LETTERS OF CREDIT

Section 2.01.	Letters of Credit	18
Section 2.02.	Fees	21
Section 2.03.	Administration; Reimbursement; Demand Loans	22
Section 2.04.	Default Interest	23
Section 2.05.	Yield Protection	23
Section 2.06.	Capital Adequacy	24
Section 2.07.	Illegality	24
Section 2.08.	Payments and Computations	25
Section 2.09.	Taxes	25
Section 2.10.	Reduction or Termination of the Commitment; Effect of Termination	26
Section 2.11.	Transfers; Assignments of Proceeds	26
Section 2.12.	Modifications of a Letter Credit	27
Section 2.13.	Collateral	27

ARTICLE III
CONDITIONS

Section 3.01.	Initial Conditions Precedent	30
Section 3.02.	Additional Conditions Precedent to Each Letter of Credit	32

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

Section 4.01.	Representations and Warranties	33

ARTICLE V
COVENANTS

Section 5.01.	Reporting	37
Section 5.02.	Use of Proceeds	40
Section 5.03.	Notice of Default	40
Section 5.04.	Conduct of Business	40
Section 5.05.	Taxes	40
Section 5.06.	Insurance	40
Section 5.07.	Compliance with Laws	41
Section 5.08.	Maintenance of Properties	41
Section 5.09.	Inspection	41
Section 5.10.	JPMorgan Credit Agreement	41
Section 5.11.	Further Assurances	41
Section 5.12.	[Reserved]	42

		Page

Section 5.13.	Indebtedness	42
Section 5.14.	Merger	42
Section 5.15.	Sale of Assets	43
Section 5.16.	[Reserved]	43
Section 5.17.	Liens	43
Section 5.18.	Affiliates	44
Section 5.19.	Environmental Matters	44
Section 5.20.	Restrictions on Restricted Subsidiary Payments	44
Section 5.21.	ERISA Compliance	45
Section 5.22.	Total Debt to Total Capitalization Ratio	45
Section 5.23.	Removal of Collateral	45

ARTICLE VI
COLLATERAL ACCOUNTS

Section 6.01.	Generally	45
Section 6.02.	Control over Accounts	45
Section 6.03.	Changes to Collateral Accounts	45
Section 6.04.	Fees and Expenses Related to Collateral Accounts	46

ARTICLE VII
EVENTS OF DEFAULT

Section 7.01.	Events of Default	46
Section 7.02.	Remedies	49
Section 7.03.	Application of Amounts Received Following the Occurrence of an Event of Default	49


ARTICLE VIII
MISCELLANEOUS

Section 8.01.	Amendments, Etc	50
Section 8.02.	Notices, Etc	51
Section 8.03.	No Waiver; Remedies	54
Section 8.04.	Costs, Expenses; Indemnity; Limitation of Liability	54
Section 8.05.	Right of Set-Off	56
Section 8.06.	Assignments	56
Section 8.07.	Governing Law; Entire Agreement	57
Section 8.08.	Interest	57
Section 8.09.	Confidentiality	57
Section 8.10.	Execution in Counterparts	58
Section 8.11.	Domicile of Loans	58
Section 8.12.	Binding Effect	58
Section 8.13.	WAIVER OF JURY TRIAL	59
Section 8.14.	Severability	59
Section 8.15.	FORUM SELECTION AND CONSENT TO JURISDICTION	59
Section 8.16.	DAMAGES	60
Section 8.17.	Appointment of Process Agent	60
Section 8.18.	Patriot Act Notice	60

		Page

Section 8.19.	Survival of Agreements, Representations and Warranties, Etc	61
Section 8.20.	Judgment Currency	61
Section 8.21.	Currency Conversion	61
Section 8.22.	Exchange Rates	62
Section 8.23.	Additional Subsidiary Applicants	62
Section 8.24.	Amendment and Restatement	64

SCHEDULES:

Schedule 1.01(a)	Existing Letters of Credit
Schedule 1.01(b)	Exiting Letters of Credit
Schedule 1.01(c)	Pricing Schedule
Schedule 4.01(h)(i)	Subsidiaries
Schedule 4.01(h)(ii)	Subsidiary Applicants
Schedule 4.01(v)	Collateral Accounts
Schedule 5.17	Liens

EXHIBITS:

Exhibit A	Form of Collateral Provider Guaranty
Exhibit B	Form of Compliance Certificate
Exhibit C	Form of Joinder Agreement
Exhibit D	Form of Request to Withdraw Collateral
Exhibit E	Form of Security Agreement
Exhibit F	Form of Subsidiary Guaranty
Exhibit G	Form of Notice of Letter of Credit
Exhibit H	Form of Collateral Certificate

	Cameron International Corporation
	1333 West Loop South, Suite 1700
	Houston, Texas 77027
	Attention: William Lemmer
	Telecopier No.: 713-513-3499
	Email address: William.lemmer@c-a-m.com

	With a copy to:

	Cameron International Corporation
	1333 West Loop South, Suite 1700
	Houston, Texas 77027
	Attention: Keith Jennings
	Telecopier No.: 713-513-3355
	Email address: Keith.Jennings@c-a-m.com

	Citibank, N.A.
	1615 Brett Road OPS III
	New Castle, DE 19720
	Attention: Lorie Paulin
	Telecopier No.: 212-994-0961
	Email address: lorie.paulin@citi.com

	With copies to:

	Citibank, N.A.
	388 Greenwich Street, 34th Floor
	New York, NY 10013
	Attention: Robert Malleck
	Telephone: (212) 816-5435
	Facsimile: (646) 192-1688
	Email: robert.malleck@citi.com

	Citi Global Energy
	811 Main Street, Suite 4000
	Houston TX 77002
	Attention: Nannette N. Dockal
	Telephone:713-821-4737
	Facsimile :713-481-0245
	Email: nannette.n.dockal@citi.com

	APPLICANTS:

	CAMERON INTERNATIONAL CORPORATION

	By:
		H. Keith Jennings
		Vice President and Treasurer

	CAMERON LIMITED

	By:
		H. Keith Jennings
		Attorney-in-fact

	CAMERON FRANCE S.A.S.

	By:
		H. Keith Jennings
		Attorney-in-fact

	CAMERON ITALY S.R.L

	By:
		H. Keith Jennings
		Attorney-in-fact

	CAMERON ITALY HOLDING S.R.L.

	By:
		H. Keith Jennings
		Attorney-in-fact

	CAMERON SYSTEMS S.R.L.

	By:
		H. Keith Jennings
		Attorney-in-fact

	CAMERON GMBH

	By:
		H. Keith Jennings
		Attorney-in-fact

	CAMERON DO BRASIL LTDA

	By:
		H. Keith Jennings
		Vice President and Treasurer

	CAMERON SYSTEMS DE VENEZUELA, S.A.

	By:
		H. Keith Jennings
		Attorney-in-fact

	CAMERON VENEZOLANA, S.A.

	By:
		H. Keith Jennings
		Attorney-in-fact

	CAMERON CANADA CORPORATION

	By:
		H. Keith Jennings
		Attorney-in-fact

	LETTER OF CREDIT ISSUER :

	CITIBANK, N.A., as Letter of Credit Issuer

	By:
	Name:
	Title:

CUST NAME	Bene Name	Bene Country	LC Number	LC EFFECTIVE DATE	LC EXPIRY DATE	TXN CCY	CL AMT TXN CCY AVAIL	CL AMT CL CCY AVAIL	DECODE( B.PROD SUB TYPE
Cooper Cameron Corporation	SINOPEC USA INC.	US	63655873	10/25/2010 0:00	5/31/2012 0:00	USD	34074.4	34074.4	PERF
Cameron International Corporation	INOX AIR PRODUCTS LIMITED	IN	63655910	10/28/2010 0:00	8/10/2012 0:00	USD	76021.6	76021.6	PERF
Cameron International Corporation	EL NASR FERTILIZER AND CHEMICAL	EG	63655936	10/29/2010 0:00	10/25/2012 0:00	USD	348773.6	348773.6	PERF
Cameron International Corporation	Doha Petroleum Construction Co.	QA	63656176	12/1/2010 0:00	3/31/2012 0:00	USD	1189880	1189880	PERF
Cameron International Corporation	DOHA PETROLEUM CONSTRUCTION CO.	QA	63656172	12/1/2010 0:00	6/30/2013 0:00	USD	594940	594940	PERF
Cameron International Corporation	BOISE-KUNA IRRIGATION DISTRICT	US	63656184	12/1/2010 0:00	2/28/2012 0:00	USD	129531.5	129531.5	PERF
Cameron International Corporation	OKWANG IND. CO., LTD.	KR	63656536	1/5/2011 0:00	3/1/2012 0:00	USD	15676.5	15676.5	PERF
Cameron International Corporation	SINOPEC USA INC.	US	63656588	1/7/2011 0:00	10/7/2012 0:00	USD	22400	22400	FIN
Cameron International Corporation	CORPORACION NACIONAL	CL	63656583	1/11/2011 0:00	12/31/2015 0:00	USD	11323	11323	PERF
Cameron International Corporation	BHP BILLITON PETROLEUM PTY LTD.	AU	63656786	1/28/2011 0:00	3/5/2013 0:00	USD	1748534.7	1748534.7	PERF
Cameron International Corporation	CITIBANK LIMITED, SYDNEY	AU	63657162	3/15/2011 0:00	2/1/2016 0:00	AUD	21005290.3	22776036.3	PERF
Cameron International Corporation	ECOPETROL S.A.	CO	63657607	5/9/2011 0:00	10/31/2012 0:00	USD	9109.4	9109.4	PERF
Cameron Systems SRL	ALSTOM ASIA PACIFIC SDN BHD	MY	63657982	6/29/2011 0:00	11/3/2013 0:00	EUR	380000	509808	PERF
Cameron International Corporation	AKER MH AS	NO	63658252	7/29/2011 0:00	9/18/2013 0:00	USD	10600000	10600000	PERF
Cameron International Corporation	AKER MH AS	NO	63658253	7/29/2011 0:00	11/18/2013 0:00	USD	10600000	10600000	PERF
Cameron International Corporation	HIGHPOWER SYSTEMS INC.	VI	63658537	9/6/2011 0:00	4/18/2012 0:00	USD	65166.1	65166.1	PERF
Cameron International Corporation	BANK OF CHINA, HEAD OFFICE	CN	63658567	9/8/2011 0:00	8/15/2013 0:00	USD	165475.7	165475.7	PERF
Cameron International Corporation	BANK OF CHINA, HEAD OFFICE	CN	63658568	9/8/2011 0:00	7/15/2013 0:00	USD	574134.1	574134.1	PERF
Cameron International Corporation	NEW YORK POWER AUTHORITY	US	63658583	9/8/2011 0:00	2/28/2012 0:00	USD	25000	25000	PERF
Cameron International Corporation	MEGHA ENGINEERING	IN	63658588	9/9/2011 0:00	7/30/2012 0:00	USD	172500	172500	PERF
Cameron International Corporation	NILIT LTD.	IL	63658589	9/9/2011 0:00	3/14/2012 0:00	USD	51300	51300	PERF
Cameron International Corporation	PROFIT VAST INTERNATIONAL LIMITED	CN	63658590	9/9/2011 0:00	2/28/2013 0:00	USD	136250	136250	PERF
Cameron International Corporation	SAMSUNG-BP CHEMICAL CO., LTD.	KR	63658591	9/9/2011 0:00	2/28/2013 0:00	USD	307000	307000	PERF
Cameron International Corporation	DAELIM INDUSTRRIAL CO., LTD.	KR	63658612	9/14/2011 0:00	6/16/2014 0:00	USD	893284.5	893284.5	PERF
Cameron International Corporation	BANK OF CHINA LTD.	CN	63658620	9/14/2011 0:00	3/20/2012 0:00	USD	300000	300000	PERF
Cameron International Corporation	BANK OF CHINA LTD	CN	63658621	9/14/2011 0:00	3/20/2012 0:00	USD	200000	200000	PERF
Cameron International Corporation	CBI INC.	US	63658623	9/14/2011 0:00	8/31/2012 0:00	USD	1036239.4	1036239.4	PERF
Cameron International Corporation	CBI INC.	US	63658622	9/14/2011 0:00	5/31/2012 0:00	USD	82057.1	82057.1	PERF
Cameron International Corporation	POWERMEX GMBH CORP	VG	63658722	9/27/2011 0:00	7/12/2012 0:00	USD	799123.87	799123.87	PERF
Cameron International Corporation	LG CHEM	KR	63658743	9/27/2011 0:00	8/10/2012 0:00	USD	324900	324900	PERF
Cameron International Corporation	LG CHEM	KR	63658744	9/27/2011 0:00	8/10/2012 0:00	USD	162450	162450	PERF
Cameron International Corporation	KONKOLA COPPER MINES PLC.	ZM	63658860	10/7/2011 0:00	2/29/2012 0:00	EUR	62240	83501.18	PERF

Cameron International Corporation	GYM S.A.	PE	63658884	10/11/2011 0:00	11/30/2012 0:00	USD	55467	55467	PERF
Cameron International Corporation	GYM S.A.	PE	63658885	10/11/2011 0:00	11/30/2012 0:00	USD	36570	36570	PERF
Cameron International Corporation	GYM S.A.	PE	63658886	10/11/2011 0:00	11/30/2012 0:00	USD	46461	46461	PERF
Cameron System Srl	TECNIMONT KT S.P.A.	IT	63658895	10/13/2011 0:00	4/30/2012 0:00	EUR	120000	160992	PERF
Cameron International Corporation	KONKOLA COPPER MINES PLC.	ZM	63658912	10/14/2011 0:00	2/29/2012 0:00	USD	503934.4	503934.4	PERF
Cameron International Corporation	SINOPEC USA, INC.	US	63658913	10/14/2011 0:00	7/3/2013 0:00	USD	126822.2	126822.2	PERF
Cameron International Corporation	CHINA PETROLEUM TECHNOLOGY AND	CN	63658914	10/14/2011 0:00	10/31/2013 0:00	USD	18120	18120	PERF
Cameron System Srl	TERNA S.A.	GR	63658866	10/17/2011 0:00	9/20/2012 0:00	EUR	455475.4	611065.8	PERF
Cameron System Srl	TERNA S.A.	GR	63658861	10/17/2011 0:00	9/20/2013 0:00	EUR	455475.4	611065.8	PERF
Cameron International Corporation	AIR LIQUIDE ENGINEERING	FR	63659026	10/27/2011 0:00	6/30/2013 0:00	USD	146359.6	146359.6	PERF
Cameron International Corporation	CHINA MACHINERY ENGINEERING	CN	63659027	10/27/2011 0:00	12/15/2012 0:00	USD	1078470	1078470	PERF
Cameron International Corporation	SINOPEC USA INC	US	63659028	10/27/2011 0:00	7/1/2013 0:00	USD	148798	148798	PERF
Cameron International Corporation	CHINA MACHINERY ENGINEERING	CN	63659037	10/28/2011 0:00	12/15/2012 0:00	USD	1078470	1078470	PERF
Cameron International Corporation	JSC CRYOGENAMSH	RU	63659109	11/4/2011 0:00	11/30/2014 0:00	USD	53878	53878	PERF
Cameron System Srl	SFERA LLC	RU	63659110	11/4/2011 0:00	8/31/2012 0:00	EUR	948000	1271836.8	PERF
Cameron International Corporation	AMEC AMERICAS LTD.	CA	63659178	11/15/2011 0:00	3/31/2012 0:00	EUR	31150.17	41791.07	PERF
Cameron International Corporation	GAS NATURAL DE LIMA Y CALLAO S.A.	PE	63659185	11/15/2011 0:00	11/15/2012 0:00	USD	15368.4	15368.4	PERF
Cameron International Corporation	AIR LIQUIDE ENGINEERING	FR	63659190	11/16/2011 0:00	8/1/2012 0:00	USD	150021.2	150021.2	PERF
Cameron International Corporation	CITIBANK, N.A.	QA	63659191	11/17/2011 0:00	4/21/2013 0:00	USD	148672.6	148672.6	FIN
Cameron International Corporation	CITIBANK, N.A., LONDON	GB	63659192	11/17/2011 0:00	5/1/2013 0:00	USD	749971	749971	PERF
Cameron System Srl	KONKOLA COPPER MINES PLC.	ZM	63659242	11/23/2011 0:00	7/31/2013 0:00	EUR	31120	41750.59	PERF
Cameron International Corporation	AIR LIQUIDE ENGINEERING	FR	63659318	12/7/2011 0:00	6/30/2013 0:00	USD	172833.14	172833.14	PERF
Cameron System Srl	SFERA LLC	RU	63659317	12/7/2011 0:00	12/15/2012 0:00	EUR	2586900	3470585.04	PERF
Cameron System Srl	SFERA LLC	RU	63659316	12/7/2011 0:00	12/25/2012 0:00	EUR	2656242	3563614.27	PERF
Cameron System Srl	CONTROL PROCESS S.A.	PL	63659308	12/7/2011 0:00	6/30/2013 0:00	USD	822000	822000	PERF
Cameron International Corporation	CITIBANK N.A. LONDON	GB	63659328	12/8/2011 0:00	3/31/2012 0:00	USD	287592.32	287592.32	PERF
Cameron International Corporation	BIOVET JSC	BG	63659411	12/13/2011 0:00	1/31/2013 0:00	EUR	135000	181116	PERF
Cameron International Corporation	AIR LIQUIDE ENGINEERING SA	FR	63659412	12/13/2011 0:00	6/30/2013 0:00	USD	222311.15	222311.15	PERF
Cameron International Corporation	CITIBANK DEL PERU S.A.,	PE	63659431	12/14/2011 0:00	3/17/2012 0:00	USD	329228.76	329228.76	PERF
Cameron International Corporation	SINOPEC USA INC.	US	63659497	12/20/2011 0:00	10/14/2013 0:00	USD	6767.78	6767.78	FIN
Cameron International Corporation	JT INTERNATIONAL HOLDING B.V.	NL	63659489	12/20/2011 0:00	10/31/2012 0:00	USD	98050	98050	PERF
Cameron International Corporation	SINOPEC USA INC.	US	63659498	12/20/2011 0:00	10/14/2013 0:00	USD	144579	144579	PERF
Cameron International Corporation	CITIBANK CANADA	CA	63659499	12/21/2011 0:00	11/1/2015 0:00	USD	125565.5	125565.5	PERF
Cameron International Corporation	TECHINT S.A. DE C.V.	MX	63659515	12/22/2011 0:00	6/21/2012 0:00	USD	156329.6	156329.6	PERF
Cameron International Corporation	TECHINT S.A. DE C.V.	MX	63659514	12/23/2011 0:00	6/21/2012 0:00	USD	117247.2	117247.2	PERF
Cameron International Corporation	Chiyoda corporation ‐ jgc	JP	63659501	12/23/2011 0:00	6/15/2015 0:00	USD	390066.6	390066.6	FIN
Cameron International Corporation	ENAP SIPETROL, S.A.	EC	63659544	12/27/2011 0:00	6/20/2012 0:00	USD	1055782.1	1055782.1	PERF
Cameron International Corporation	SAMSUNG HEAVY INDUSTRIES CO LTD	KR	63659561	12/27/2011 0:00	10/4/2012 0:00	USD	148500.9	148500.9	PERF
Cameron International Corporation	Hyundai heavy industries co., ltd.	KR	63659591	12/29/2011 0:00	12/31/2015 0:00	USD	149500	149500	FIN

	Level I	Level II	Level III	Level IV	Level V	Level VI
	Status	Status	Status	Status	Status	Status
Commitment Fee	.150%	.175%	.200%	.250%	.350%	.450%
Issuance Fee – Secured Letters of Credit	.250%	.250%	.250%	.250%	.375%	1.000%
Issuance Fee – Unsecured Financial Letters of Credit	1.250%	1.250%	1.500%	2.000%	2.250%	2.500%
Issuance Fee – Unsecured Performance Letters of Credit	.625%	.625%	.750%	1.000%	1.125%	1.250%

CAMERON INTERNATIONAL CORPORATION -- SUBSIDIARIES & JOINT VENTURES
(Active as of May 16, 2013)
	% Owned		State/Country of
	By	% Owned	Incorporation or
Cameron International Corporation (Delaware) -- Parent - 100	Subsidiary	By CAM	Organization

1 - Cameron Algerie S.á.r.l. 13		100%	Algeria
1 - Cameron Al Rushaid Limited Company⁶		50%	Saudi Arabia
1 - Cameron Gabon, S.A. (1 share owned by Chairman)		100%	Gabon
1 - Cameron/Curtiss-Wright EMD LLC		50%	USA (Delaware)
1 - Cameron Offshore Systems Nigeria Limited		100%	Nigeria
1 - Cameron Services Middle East LLC (Joint Venture - 51% owned by 3rd party)	25%	24%	Oman
1 - Cameron Venezolana, S.A. - (51% owned by Cameron Petroleum Equipment Group, Inc.)	51%	49%	Venezuela
1 - Cameron Angola - Prestaçao de Serviços, Limitada 13	1%	99%	Angola
1 - Compression Services Company		100%	USA (Ohio)
1 - Cooper Cameron Foreign Sales Company Ltd.		100%	Barbados
1 - Cameron German Holdings GmbH		100%	Germany
1- OneSubsea Lux German Holdings SARL		100%	Luxembourg
1 - Cameron Foreign Holdings Corp.²⁹	46.95%	53.05%	USA (Delaware)
1- Beltway 8 Insurance Ltd.		100.00%	Bermuda
1 - Cameron International Holding Corp.¹²	11.13%	88.87%	USA (Nevada)
2 - Pressure Peak for Oil Equipment and Appliances Services and General Trading, Limited Liability Private Company	100%		Iraq
2 - Cameron Global Holdings LP³⁰	100%		Canada (Ontario)
3 - Cameron Lux I SARL⁹	100%		Luxembourg
4 - Angola Oilfield Equipment Limited¹⁸	49%		Cayman Islands
4 - Cameron Middle East Ltd.	100%		Cayman Islands
5 - Cameron Middle East FZE	100%		United Arab Emirites
4 - Cameron Products Ltd.	100%		Cayman Islands
4 - Cameron Russia Ltd.	100%		Cayman Islands
4 - Cameron Services Russia Ltd.	100%		Cayman Islands
4 - Cameron Cayman Limited¹⁹	100%		Cayman Islands
5 - ShanDong Cameron Petroleum Equipment, Ltd.	100%		China
4 - Cameron (Trinidad) Limited	100%		Trinidad and Tobago
4 - Cameron International Malaysia Sdn Bhd (Malaysia residents own 2 shares) [in process of liquidation]	99.99%		Malaysia
4 - Cooper Cameron Libya Limited	50%		Malta
4 - Cameron Lux II SARL	100%		Luxembourg
5 - Cameron Lux III SARL	100%		Luxembourg
6 - Cameron Lux V SARL	100%		Luxembourg
7 - CIC Oilfield Services LLC	100%		USA (Delaware)
7 - Cameron Lux IV SARL	100%		Luxembourg

	% Owned		State/Country of
	By	% Owned	Incorporation or
Cameron International Corporation (Delaware) -- Parent - 100	Subsidiary	By CAM	Organization

8 - Cameron International Malaysia Systems Sdn Bhd	100%		Malaysia
7 - Cameron GH GmbH & Co. KG²⁷	100%		Germany
7 - Cameron Flow Control Technology GmbH	100%		Germany
7 - Cameron Ireland Limited	100%		Ireland
7 - Cameron Systems (Ireland) Limited	100%		Ireland
8 - Cameron Subsea IP Limited	100%		Ireland
7 - Cameron Italy Holding S.r.l.	100%		Italy
8 - Cameron Italy S.R.L.	100%		Italy
8- Cameron Systems S.R.L.	100%		Italy
7 - Cameron Holding (Dutch) B.V.	100%		Netherlands
8 - Cameron Canada Corporation²³	100%		Canada (Nova Scotia)
9 - OneSubsea Canada ULC	100%		Canada (Alberta)
9 - Cameron Lux APME SARL	100%		Luxembourg
9 - 7286902 Canada Inc.	100%		Canada (Alberta)
10 - I.C.I. Solutions Inc.³⁴	100%		Canada (Alberta)
11 - I.C.I. Artificial Lift Inc.	100%		Canada (Alberta)
12 - Oil River Services Ltd.	100%		Canada (Saskatchewan)
11 - 1238585 Alberta Ltd.	100%		Canada (Alberta)
8 - Cameron do Brasil Ltda. (1 share owned by Cameron Lux II SARL)	100%		Brazil
9 - On/Off Manufatura e Comércio de Vávulas Ltda.	100%		Brazil
[1 share owned by Cameron Lux I SARL]
10 - Vescon Equipamentos Industriais Ltda.	100%		Brazil
7 - Cameron Petroleum (UK) Limited	100%		United Kingdom
8 - Cameron Petroleum Investments Limited	100%		United Kingdom
9 - Cameron Manufacturing (India) Private Limited	100%		India
9 - Flow Control-Tati Production Sdn. Bhd.	49%		Malaysia
8 - International Valves Limited	100%		United Kingdom
8 - Cameron Technologies UK Limited	100%		United Kingdom
8 - Cameron Systems Limited	100%		United Kingdom
8 - Axsia Howmar Limited	100%		United Kingdom
9 - Fluid Processing (L) Bhd	100%		Labuan
8 - Cameron Products Limited	100%		United Kingdom
8 - Cameron France, S.A.S.	100%		France
8 - NATCO Luxembourg SARL	100%		Luxembourg
9 - Cameron Norge Holding AS	100%		Norway
10 - Cameron Systems AS	100%		Norway

	% Owned		State/Country of
	By	% Owned	Incorporation or
Cameron International Corporation (Delaware) -- Parent - 100	Subsidiary	By CAM	Organization

	100%
7 - Cameron Poland sp. zo.o.

Cameron International Corporation	SAMSUNG HEAVY INDUSTRIES CO. LTD	KR	63659620	1/5/2012 0:00	9/29/2012 0:00	USD	154117.2	154117.2	FIN
Cameron International Corporation	PROGETTI EUROPA AND GLOBAL SPA	IT	63659622	1/5/2012 0:00	8/31/2012 0:00	USD	35219	35219	FIN
Cameron International Corporation	JSC CRYOGENMASH	RU	63659613	1/9/2012 0:00	1/15/2015 0:00	USD	175040	175040	PERF
Cameron International Corporation	SINOPEC USA INC.	US	63659671	1/10/2012 0:00	10/10/2013 0:00	USD	26685.5	26685.5	PERF
Cameron International Corporation	AIR LIQUIDE (HANGZHOU) CO LTD.	CN	63659694	1/12/2012 0:00	2/7/2013 0:00	USD	388500	388500	PERF
Cameron International Corporation	AIR LIQUIDE ENGINEERING SA	FR	63659697	1/12/2012 0:00	9/24/2012 0:00	USD	131760.9	131760.9	PERF
Cameron International Corporation	DAEWOO SHIPBUILDING AND	KR	63659727	1/18/2012 0:00	9/30/2012 0:00	USD	99726.32	99726.32	FIN
Cameron International Corporation	CITIBANK N.A. LONDON	GB	63659756	1/20/2012 0:00	10/30/2013 0:00	USD	173169.44	173169.44	PERF
Cameron International Corporation	POWERMEX GMBH CORP.	VG	63659757	1/20/2012 0:00	7/12/2012 0:00	USD	532749.25	532749.25	PERF
Cameron International Corporation	MONNET ISPAT AND ENERGY LTD	IN	63659758	1/20/2012 0:00	6/26/2012 0:00	USD	51250	51250	PERF
Cameron International Corporation	RELIANCE INDUSTRIES LIMITED	IN	63659766	1/23/2012 0:00	6/4/2012 0:00	EUR	128500	172395.6	PERF
Cameron International Corporation	RELIANCE INDUSTRIES LIMITED	IN	63659773	1/24/2012 0:00	6/4/2012 0:00	EUR	321250	430989	PERF
Cameron International Corporation	BANK OF CHINA	CN	63659787	1/25/2012 0:00	9/30/2012 0:00	USD	160000	160000	PERF
Cameron International Corporation	BANK OF CHINA HEAD OFFICE	CN	63659788	1/25/2012 0:00	9/30/2012 0:00	USD	180000	180000	PERF
Cameron International Corporation	BANK OF CHINA	CN	63659789	1/25/2012 0:00	9/30/2012 0:00	USD	200000	200000	PERF
Cameron International Corporation	BANK OF CHINA	CN	63659790	1/25/2012 0:00	9/30/2012 0:00	USD	380000	380000	PERF
Cameron International Corporation	BANK OF CHINA	CN	63659791	1/25/2012 0:00	9/30/2012 0:00	USD	180000	180000	PERF
Cameron International Corporation	BANK OF CHINA	CN	63659792	1/25/2012 0:00	9/30/2012 0:00	USD	320000	320000	PERF
Cameron International Corporation	BANK OF CHINA	CN	63659793	1/25/2012 0:00	9/30/2012 0:00	USD	380000	380000	PERF
Cameron International Corporation	BANK OF CHINA	CN	63659794	1/25/2012 0:00	9/30/2012 0:00	USD	640000	640000	PERF
Cameron International Corporation	BANK OF CHINA	CN	63659797	1/25/2012 0:00	9/30/2012 0:00	USD	720000	720000	PERF
Cameron International Corporation	BANK OF CHINA	CN	63659795	1/25/2012 0:00	9/30/2012 0:00	USD	160000	160000	PERF
Cameron International Corporation	BANK OF CHINA	CN	63659796	1/25/2012 0:00	9/30/2012 0:00	USD	460000	460000	PERF
Cameron International Corporation	BANK OF CHINA	CN	63659798	1/25/2012 0:00	9/30/2012 0:00	USD	340000	340000	PERF
Cameron International Corporation	BANK OF CHINA	CN	63659842	1/31/2012 0:00	8/6/2012 0:00	USD	600000	600000	PERF
Cameron International Corporation	SINOPEC USA INC.	US	63659845	1/31/2012 0:00	9/12/2013 0:00	USD	50309	50309	PERF
Cameron International Corporation	DAEWOO SHIPBUILDING AND	KR	63659846	1/31/2012 0:00	9/30/2012 0:00	USD	494865.5	494865.5	PERF
Cameron International Corporation	KONKOLA COPPER MINES PLC.	ZM	63659849	2/1/2012 0:00	7/31/2013 0:00	USD	143328.6	143328.6	PERF

Subsidiary Applicant	Jurisdiction of	Address	Organizational
Subsidiary Applicant	Jurisdiction of		Number
	Organization		Number
	Organization
Cameron France S.A.S.	France	Plaine Saint-Pierre C-S 620 Beziers Cedex France 34535	582 122 230
Cameron Italy S.R.L	Italy	Via Italo Betto 11 Voghera (PV) Pavia, Italy 27058	12055830157
Cameron Italy Holding S.R.L.	Italy	Via Vittor Pisani, 20 Milan Italy 20124	07138870964
Cameron Systems S.R.L.	Italy	Via Cantu 8/10 Cinisello Balsamo (MI) Milan, Italy 20092)	02980670968
Cameron Systems de Venezuela, S.A.	Venezuela	Rodner, Martinez & Associates Edificio Torre Clement, Piso 2 Piso 2, Avenida Venezuela; Urbanizacion El Rosal Caracas, Venezuela 1060	J-070418881-8
Cameron Venezolana, S.A.	Venezuela	Rodner, Martinez & Associates Edificio Torre Clement, Piso 2 Piso 2, Avenida Venezuela; Urbanizacion El Rosal Caracas, Venezuela 1060	J-07039128-6
Cameron Canada Corporation	Canada (Nova Scotia)	McInnes Cooper Purdy’s Wharf Tower II 1300-1969 Upper Water Street Halifax Nova Scotia B3J 2V1	3200556
Cameron de Mexico, S.A. de S.V.	Mexico	Avenida Acacias S/N Col. Cd. Industrial Bruno Paglia Tejeria Veracruz, Mexico C.P. 91697	CCM-931027JG5
Cameron (Singapore) Pte. Ltd.	Singapore	No. 2 Gul Circle Jurong Industrial Estate Jurong, Singapore 629560	197401101H

Account Number	Account Institution	Collateral Provider
6733001841	Union Bank, N.A.	Cameron International Corporation

Cameron	$	13,706,425
Cameron Canada Corporation	$	2,363,312
CES US	$	1,437,892
FloTec US	$	704,091
Cameron Technologies U.S., Inc.	$	311,967
Cameron Valves & Measurement Australia	$	73,091
Cameron Valves & Measurement US	$	24,718
TOTAL	$	18,621,496

	Very truly yours,

	CAMERON INTERNATIONAL CORPORATION

	By:
	Name:
	Title:

	NEW SUBSIDIAR[Y][IES]:

	[NAME OF NEW SUBSIDIARY]

	By:
	Name:
	Title:
	Address:

	ACKNOWLEDGED AND ACCEPTED:

	CAMERON INTERNATIONAL CORPORATION

	By:
	Name:
	Title:

Cameron Venezolana, S.A.	Venezuela	Rodner, Martinez & Associates Edificio Torre Clement, Piso 2 Piso 2, Avenida Venezuela; Urbanizacion El Rosal Caracas, Venezuela 1060	J-07039128-6
Cameron Canada Corporation	Canada (Nova Scotia)	McInnes Cooper Purdy’s Wharf Tower II 1300-1969 Upper Water Street Halifax Nova Scotia B3J 2V1	3200556
Cameron de Mexico, S.A. de S.V.	Mexico	Avenida Acacias S/N Col. Cd. Industrial Bruno Paglia Tejeria Veracruz, Mexico C.P. 91697	CCM-931027JG5
Cameron (Singapore) Pte. Ltd.	Singapore	No. 2 Gul Circle Jurong Industrial Estate Jurong, Singapore 629560	197401101H
[NEW SUBSIDIARY]	[______]	[___________]	[________]

SECTION 1. DEFINITIONS		1

1.1	Defined Terms	1

1.2	Interpretation	1

1.3	Certain Definitions	1

SECTION 2. GRANT OF SECURITY INTEREST		2

2.1	Grant of Security Interest	2

2.2	Fraudulent Transfer Laws	3

SECTION 3. REPRESENTATIONS AND WARRANTIES		3

3.1	Ownership of Property; No Other Liens; Transferability	3

3.2	Perfected First-Priority Liens	3

3.3	Debtor's Legal Name; Jurisdiction of Organization; Chief Executive Office	4

3.4	No Consents or Approvals Required	4

SECTION 4. COVENANTS AND AGREEMENTS		4

4.1	Reserved	4

4.2	Maintenance of Perfected Security Interest; Further Documentation; Filing Authorization; Further Assurances; Power of Attorney	4

4.3	Changes in Name, etc	6

4.4	No Transfer of Collateral	6

4.5	Proceeds to be Held as Collateral	6

4.6	Collateral Accounts	6

SECTION 5. REMEDIAL PROVISIONS		6

5.1	General Interim Remedies	7

5.2	Foreclosure	7

5.3	Application of Proceeds	8

5.4	Waiver of Certain Rights	8

5.5	Remedies Cumulative	8
5.6	Reinstatement	8

5.7	Deficiency	8

SECTION 6. MISCELLANEOUS		9

6.1	Amendments	9

6.2	Notices	9

6.3	No Waiver by Course of Conduct; Cumulative Remedies; No Duty	9

6.4	Costs and Expenses	9

6.5	Successors and Assigns	9

6.6	Counterparts	9


6.7	Severability	9

6.8	Section Headings	10

6.9	Integration; Direct Conflict	10

6.1	Additional Debtors	10

6.11	GOVERNING LAW	10

6.12	WAIVER OF JURY TRIAL	10

6.13	Submission to Jurisdiction	10

6.14	SERVICE OF PROCESS	11

6.15	Appointment of Process Agent	11

6.16	Indemnification	12

6.17	Termination; Releases	12

SCHEDULES

Schedule 3.3 -	Debtors' Organization, Location, and Filing Information

ANNEXES

Annex I -	Form of Supplement Agreement

	CITIBANK, N.A., as Secured Party

	By:
	Name:	Robert Malleck
	Title:	Managing Director

Entity	Prior/Assumed Names	Jurisdiction of Formation and Type of Entity	File # in Domestic Jurisdiction	Address of Chief Executive Office
Cameron International Corporation	1.AOP Industries 2.Cameron International Delaware Corporation 3.Cameron Systems Corporation 4.CCC Corporation 5.Dynatorque	Delaware	2447586	1333 West Loop South, Suite 1700 Houston, TX 77027
[ ]	[ ]	[ ]	[ ]	[ ]

		Jurisdiction of	File # in
	Prior	Formation and	Domestic	Address of Chief
Entity	Names	Type of Entity	Jurisdiction	Executive Office
[NEW DEBTOR]	[___]	[_____]	[______]	[______]

	Citi Global Energy
	811 Main Street, Suite 4000
	Houston, TX 77002
	Attention: Nannette N. Dockal
	Telephone: 713-821-4737
	Facsimile: 713-481-0245 Email:
	nannette.n.dockal@citi.com