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EXHIBIT 4.2




REGISTRATION RIGHTS AGREEMENT



Dated as of May 11, 2004



By and Between



COOPER CAMERON CORPORATION,



as Issuer,



and



UBS SECURITIES LLC,



CITIGROUP GLOBAL MARKETS INC.



and



BANC ONE CAPITAL MARKETS, INC.



as Initial Purchasers


1.50% Convertible Senior Debentures Due 2024



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TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	Section 1.
	 	Definitions.	 	 	3	 
	Section 2.
	 	Shelf Registration.	 	 	6	 
	Section 3.
	 	Liquidated Damages.	 	 	8	 
	Section 4.
	 	Registration Procedures.	 	 	10	 
	Section 5.
	 	Holder’s Obligations.	 	 	15	 
	Section 6.
	 	Registration Expenses.	 	 	15	 
	Section 7.
	 	Indemnification; Contribution.	 	 	16	 
	Section 8.
	 	Information Requirements.	 	 	19	 
	Section 9.
	 	Miscellaneous.	 	 	19	 







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REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered
into as of May 11, 2004, by and among Cooper Cameron Corporation, a Delaware
corporation (the “Company”), UBS Securities LLC, Citigroup Global Markets Inc.
and Banc One Capital Markets, Inc. (collectively, the “Initial Purchasers”),
pursuant to that certain Purchase Agreement, dated as of May 6, 2004 (the
“Purchase Agreement”) between the Company and the Initial Purchasers.



     In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Company has agreed to provide the registration rights set forth
in this Agreement. The execution of this Agreement is a condition to the
closing under the Purchase Agreement.



     The Company agrees with the Initial Purchasers (i) for their benefit as
Initial Purchasers and (ii) for the benefit of the beneficial owners (including
the Initial Purchasers) from time to time of the Debentures (as defined herein)
and the beneficial owners from time to time of the Underlying Common Stock (as
defined herein) issued upon conversion of the Debentures (each of the foregoing
a “Holder” and together the “Holders”), as follows:



     Section 1. Definitions. Capitalized terms used herein without definition shall
have their respective meanings set forth in the Purchase Agreement. As used in
this Agreement, the following terms shall have the following meanings:



     “Affiliate” means with respect to any specified person, an “affiliate,” as
defined in Rule 144, of such person.



     “Amendment Effectiveness Deadline Date” has the meaning set forth in
Section 2(d) hereof.



     “Applicable Conversion Price” means, as of any date of determination,
$1,000 divided by the Conversion Rate then in effect as of the date of
determination or, if no Debentures are then outstanding, the Conversion Rate
that would be in effect were Debentures then outstanding.



     “Business Day” means each day on which the New York Stock Exchange is open
for trading.



     “Common Stock” means the shares of common stock, par value $0.01 per
share, of the Company and any other shares of capital stock as may constitute
“Common Stock” for purposes of the Indenture, including the Underlying Common
Stock.



     “Conversion Rate” has the meaning assigned to such term in the Indenture.



     “Damages Accrual Period” has the meaning set forth in Section 3(b) hereof.



     “Damages Payment Date” means each interest payment date under the
Indenture in the case of Debentures, and each May 15 and November 15 in case of
the Underlying Common Stock.



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     “Debentures” means the 1.50% Convertible Subordinated Debentures due 2024
of the Company to be purchased pursuant to the Purchase Agreement.



     “Effectiveness Deadline Date” has the meaning set forth in section 2(a)
hereof.



     “Effectiveness Period” means a period of two years after the later of (1)
the original issuance of the Debentures and (2) the last date that the Company
or any of its Affiliates was the owner of such Debentures (or any predecessor
thereto), or such shorter period of time (x) as permitted by Rule 144(k) under
the Securities Act or any successor provisions thereunder or (y) that will
terminate when each of the Registrable Securities covered by the Shelf
Registration Statement ceases to be a Registrable Security.



     “Event” has the meaning set forth in Section 3(a) hereof.



     “Event Date” has the meaning set forth in Section 3(a) hereof.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder.



     “Filing Deadline Date” has the meaning set forth in Section 2(a) hereof.



     “Holder” has the meaning set forth in the third paragraph of this
Agreement.



     “Indenture” means the Indenture, dated as of May 11, 2004, between the
Company and the Trustee, pursuant to which the Debentures are being issued.



     “Initial Purchasers” has the meaning set forth in the preamble hereto.



     “Initial Shelf Registration Statement” has the meaning set forth in
Section 2(a) hereof.



     “Issue Date” means the first date of original issuance of the Debentures.



     “Liquidated Damages Amount” has the meaning set forth in Section 3(b)
hereof.



     “Material Event” has the meaning set forth in Section 4(j) hereof.



     “Notice and Questionnaire” means a written notice and questionnaire
delivered to the Company containing substantially the information called for by
the Selling Securityholder Notice and Questionnaire attached as Annex A to the
Offering Memorandum dated May 6, 2004 relating to the Debentures.



     “Notice Holder” means, on any date, any Holder that has delivered a Notice
and Questionnaire to the Company on or prior to such date, so long as all of
their Registrable Securities that have been registered for resale pursuant to a
Notice and Questionnaire have not been sold in accordance with a Shelf
Registration Statement.



     “Purchase Agreement” has the meaning set forth in the preamble hereof.



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     “Prospectus” means the prospectus included in any Shelf Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 415 promulgated under the
Securities Act), as amended or supplemented by any amendment to the
Registration Statement or prospectus supplement, including post-effective
amendments to the Registration Statement, and all materials incorporated by
reference or explicitly deemed to be incorporated by reference in such
Prospectus.



     “Record Holder” means (i) with respect to any Damages Payment Date
relating to any Debentures as to which any such Liquidated Damages Amount has
accrued, the holder of record of such Debenture on the record date with respect
to the interest payment date under the Indenture on which such Damages Payment
Date shall occur and (ii) with respect to any Damages Payment Date relating to
the Underlying Common Stock as to which any such Liquidated Damages Amount has
accrued, the registered holder of such Underlying Common Stock fifteen (15)
days prior to such Damages Payment Date.



     “Registrable Securities” means the Debentures until such Debentures have
been converted into the Underlying Common Stock and, at all times the
Underlying Common Stock and any securities of the Company into or for which
such Underlying Common Stock has been converted, and any security issued with
respect thereto upon any stock dividend, split or similar event until, in the
case of any such security, the earliest of (x) the date on which such security
has been effectively registered under the Securities Act and disposed of,
whether or not in accordance with the Shelf Registration Statement and (y) the
date that is two years after the later of (1) the original issuance of the
Debentures and (2) the last date that the Company or any of its Affiliates was
the owner of such Debentures (or any predecessor thereto), or such shorter
period of time as permitted by Rule 144(k) under the Securities Act or any
successor provisions thereunder.



     “Registration Expenses” has the meaning set forth in Section 6 hereof.



     “Registration Statement” means any registration statement of the Company
that covers any of the Registrable Securities pursuant to the provisions of
this Agreement including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits, and
all materials incorporated by reference or explicitly deemed to be incorporated
by reference in such registration statement.



     “Rule 144” means Rule 144 under the Securities Act, as such rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.



     “Rule 144A” means Rule 144A under the Securities Act, as such rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.



     “SEC” means the Securities and Exchange Commission.



     “Securities Act” means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.



     “Shelf Registration Statement” has the meaning set forth in Section 2(a)
hereof.



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     “Subsequent Shelf Registration Statement” has the meaning set forth in
Section 2(b) hereof.



     “Suspension Notice” has the meaning set forth in Section 4(j) hereof.



     “Suspension Period” has the meaning set forth in Section 4(j) hereof.



     “TIA” means the Trust Indenture Act of 1939, as amended.



     “Trustee” means SunTrust Bank, the Trustee under the Indenture.



     “Underlying Common Stock” means the Common Stock into which the Debentures
are convertible or issued upon any such conversion.



     Section 2.
Shelf Registration.



     (a) The Company shall prepare and file or cause to be prepared and filed
with the SEC, as soon as practicable but in any event by the date (the “Filing
Deadline Date”) that is ninety (90) days after the Issue Date, a Registration
Statement for an offering to be made on a delayed or continuous basis pursuant
to Rule 415 of the Securities Act (a “Shelf Registration Statement”)
registering the resale from time to time by Holders thereof of all of the
Registrable Securities (the “Initial Shelf Registration Statement”). The
Initial Shelf Registration Statement shall be on Form S-1 or S-3 or another
appropriate form permitting registration of such Registrable Securities for
resale by such Holders in accordance with the reasonable methods of
distribution elected by the Holders, approved by the Company, and set forth in
the Initial Shelf Registration Statement. The Company shall use its best
efforts to cause the Initial Shelf Registration Statement to be declared
effective under the Securities Act as promptly as is practicable but in any
event by the date (the “Effectiveness Deadline Date”) that is two hundred ten
(210) days after the Issue Date, and to keep the Initial Shelf Registration
Statement (or any Subsequent Shelf Registration Statement) continuously
effective under the Securities Act until the expiration of the Effectiveness
Period. At the time the Initial Shelf Registration Statement is declared
effective, each Holder that became a Notice Holder on or prior to the date that
is ten (10) Business Days prior to such time of effectiveness shall be named as
a selling securityholder in the Initial Shelf Registration Statement and the
related Prospectus in such a manner as to permit such Holder to deliver such
Prospectus to purchasers of Registrable Securities in accordance with
applicable law.



     (b) If the Initial Shelf Registration Statement or any Subsequent Shelf
Registration Statement (as defined below) ceases to be effective for any reason
at any time during the Effectiveness Period, the Company shall use its best
efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within thirty (30) days of such
cessation of effectiveness amend the Shelf Registration Statement in a manner
reasonably expected to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional Shelf Registration Statement
covering all of the securities that as of the date of such filing are
Registrable Securities (a “Subsequent Shelf Registration Statement”). If a
Subsequent Shelf Registration Statement is filed, the Company shall use its
best efforts to cause the
Subsequent Shelf Registration Statement to become effective as promptly as
is practicable after



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such filing and to keep such Subsequent Shelf Registration
Statement continuously effective until the end of the Effectiveness Period.



     (c) The Company shall supplement and amend the Shelf Registration
Statement if required by the rules, regulations or instructions applicable to
the registration form used by the Company for such Shelf Registration
Statement, if required by the Securities Act or as reasonably requested by the
Initial Purchasers or by the Trustee on behalf of the Holders of the
Registrable Securities covered by such Shelf Registration Statement.



     (d) Each Holder of Registrable Securities agrees that if such Holder
wishes to sell Registrable Securities pursuant to a Shelf Registration
Statement and related Prospectus, it will do so only in accordance with this
Section 2(d) and Section 4(j). Each Holder of Registrable Securities wishing to
sell Registrable Securities pursuant to a Shelf Registration Statement and
related Prospectus agrees to deliver a completed and executed Notice and
Questionnaire to the Company prior to any attempted or actual distribution of
Registrable Securities under the Shelf Registration Statement; provided that
Holders of Registrable Securities shall have at least twenty (20) Business Days
from the date on which the Notice and Questionnaire is first sent to such
Holders by the Company to complete and return the Notice and Questionnaire to
the Company. From and after the date the Initial Shelf Registration Statement
is declared effective, the Company shall, as promptly as practicable after the
date a Notice and Questionnaire is delivered, and in any event within the later
of (x) five (5) Business Days after such date or (y) five (5) Business Days
after the expiration of any Suspension Period (1) in effect when the Notice and
Questionnaire is delivered or (2) put into effect within five (5) Business Days
of such delivery date, (i) if required by applicable law, file with the SEC a
post-effective amendment to the Shelf Registration Statement or, if required by
applicable law, prepare and file a supplement to the related Prospectus or a
supplement or amendment to any document incorporated therein by reference or
file any other required document so that the Holder delivering such Notice and
Questionnaire is named as a selling securityholder in the Shelf Registration
Statement and the related Prospectus in such a manner as to permit such Holder
to deliver such Prospectus to purchasers of the Registrable Securities in
accordance with applicable law and, if the Company shall file a post-effective
amendment to the Shelf Registration Statement, use its best efforts to cause
such post-effective amendment to be declared effective under the Securities Act
as promptly as is practicable, but in any event by the date (the “Amendment
Effectiveness Deadline Date”) that is thirty (30) days after the date such
post-effective amendment is required by this clause to be filed; (ii) provide
such Holder a reasonable number of copies of any documents filed pursuant to
Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after
the effectiveness under the Securities Act of any post-effective amendment
filed pursuant to Section 2(d)(i); provided, however, that notwithstanding the
foregoing the Company shall not be required to take such actions set forth in
clause (i) above until ninety (90) days after the date a prior Shelf
Registration Statement filed pursuant to a request by Holders of Registrable
Securities is declared effective; provided, that if such Notice and
Questionnaire is delivered during a Suspension Period, or a Suspension Period
is put into effect within five (5) Business Days after such delivery date, the
Company shall so inform the Holder delivering such Notice and Questionnaire and
shall take the actions set forth in clauses (i), (ii) and (iii) above within
five (5) Business Days after expiration of the Suspension Period in accordance
with Section 4(j); provided further that if under applicable law, the Company
has more than one option as to the
type or manner of making any such filing, the Company shall make the
required filing or filings



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in the manner or of a type that is reasonably
expected to result in the earliest availability of the Prospectus for effecting
resales of Registrable Securities. Notwithstanding anything contained herein
to the contrary, the Company shall be under no obligation to name any Holder
that is not a Notice Holder as a selling securityholder in any Shelf
Registration Statement or related Prospectus; provided, however, that any
Holder that becomes a Notice Holder pursuant to the provisions of this Section
2(d) (whether or not such Holder was a Notice Holder at the time the Shelf
Registration Statement was declared effective) shall be named as a selling
securityholder in the Shelf Registration Statement or related Prospectus in
accordance with the requirements of this Section 2(d).



     (e) Notwithstanding anything in this Agreement to the contrary, the
Company shall not be required to cause any Shelf Registration Statement to be
declared effective under the Securities Act at any time during which there
exists a Material Event that would give rise to the issuance by the Company of
a Suspension Notice if such Shelf Registration Statement had been declared
effective under the Securities Act; provided, however, that the Company will
remain subject to the liquidated damages provisions contained in Section 3
hereto.



     Section 3.
Liquidated Damages.



     (a) The parties hereto agree that the Holders of Registrable Securities
will suffer damages, and that it would not be feasible to ascertain the extent
of such damages with precision, if (i) the Initial Shelf Registration Statement
has not been filed on or prior to the Filing Deadline Date, (ii) the Initial
Shelf Registration Statement has not been declared effective under the
Securities Act on or prior to the Effectiveness Deadline Date or (iii) the
Initial Shelf Registration Statement or any Subsequent Shelf Registration
Statement is filed and declared effective but shall thereafter cease to be
effective (without being succeeded immediately by an additional registration
statement filed and declared effective) or usable for the offer and sale of
Registrable Securities for a period of time (including any Suspension Period)
which shall exceed forty-five (45) days in the aggregate in any three (3) month
period or ninety (90) days in the aggregate in any twelve (12) month period
(each of the events of a type described in any of the foregoing clauses (i)
through (iii) are individually referred to herein as an “Event,” and the Filing
Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the
case of clause (ii), the date on which the duration of the ineffectiveness or
unusability of the Initial Shelf Registration Statement or Subsequent Shelf
Registration Statement in any period exceeds the number of days permitted by
clause (iii) hereof in the case of clause (iii), being referred to herein as an
“Event Date”). Events shall be deemed to continue until the following dates
with respect to the respective types of Events: the date the Initial Shelf
Registration Statement is filed in the case of an Event of the type described
in clause (i), the date the Initial Shelf Registration Statement is declared
effective under the Securities Act in the case of an Event of the type
described in clause (ii), and the date the Initial Shelf Registration Statement
or Subsequent Shelf Registration Statement becomes effective or usable again in
the case of an Event of the type described in clause (iii).



     (b) Accordingly, commencing on (and including) any Event Date and ending
on (but excluding) the next date on which there are no Events that have
occurred and are continuing (a “Damages Accrual Period”), the Company agrees to
pay, as liquidated damages and not as a
penalty, an amount (the “Liquidated Damages Amount”) at the rate described
below, payable



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periodically on each Damages Payment Date to Record Holders of
Debentures that are Registrable Securities and of shares of Underlying Common
Stock issued upon conversion of Debentures that are Registrable Securities, as
the case may be, to the extent of, for each such Damages Payment Date, accrued
and unpaid Liquidated Damages Amount to (but excluding) such Damages Payment
Date (or, if the Damages Accrual Period shall have ended prior to such Damages
Payment Date, the date of the end of the Damages Accrual Period); provided that
any Liquidated Damages Amount accrued with respect to any Debenture or portion
thereof called for redemption on a redemption date or converted into Underlying
Common Stock on a conversion date prior to the Damages Payment Date, shall, in
any such event, be paid instead to the Holder who submitted such Debenture or
portion thereof for redemption or conversion on the applicable redemption date
or conversion date, as the case may be, on such date (or promptly following the
conversion date, in the case of conversion). The Liquidated Damages Amount
shall accrue at a rate per annum equal to one-quarter of one percent (0.25%)
for the first 90-day period from the Event Date, and thereafter at a rate per
annum equal to one-half of one percent (0.50%), of (i) the principal amount of
such Debentures or, without duplication, (ii) in the case of Debentures that
have been converted into Underlying Common Stock, the Applicable Conversion
Price of such shares of Underlying Common Stock, as the case may be, in each
case determined as of the Business Day immediately preceding the next Damages
Payment Date on the basis of a 360-day year comprised of twelve 30-day months.
Notwithstanding the foregoing, no Liquidated Damages Amounts shall accrue as to
any Registrable Security from and after the earlier of (x) the date such
security is no longer a Registrable Security and (y) expiration of the
Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with
respect to any period shall not exceed the rate provided for in this paragraph
notwithstanding the occurrence of multiple concurrent Events. Following the
cure of all Events requiring the payment by the Company of Liquidated Damages
Amounts to the Holders of Registrable Securities pursuant to this Section, the
accrual of Liquidated Damages Amounts shall cease (without in any way limiting
the effect of any subsequent Event requiring the payment of Liquidated Damages
Amount by the Company).



     (c) So long as Debentures remain outstanding, the Company shall notify the
Trustee within two Business Days after each and every date on which an Event
occurs in respect of which Liquidated Damages are required to be paid. Any
amounts of Liquidated Damages due pursuant to Section 3(b) will be payable in
cash semi-annually on each May 15 and November 15, commencing with the first
such date occurring after any such Liquidated Damages commences to accrue, to
Holders to whom regular interest is payable on such Damages Payment Date with
respect to Debentures that are Registrable Securities and to Persons that are
registered Holders 15 days prior to such Damages Payment Date with respect to
Underlying Common Stock that are Registrable Securities.



     (d) The Trustee shall be entitled, on behalf of Holders of Debentures, to
seek any available remedy for the enforcement of this Agreement, including for
the payment of any Liquidated Damages Amount. Notwithstanding the foregoing,
the parties agree that the sole damages payable for a violation of the terms of
this Agreement with respect to which liquidated damages are expressly provided
shall be such liquidated damages.



     (e) All of the Company’s obligations set forth in this Section 3 that are
outstanding with respect to any Registrable Security at the time such security
ceases to be a Registrable Security



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shall survive until such time as all such
obligations with respect to such security have been satisfied in full
(notwithstanding termination of this Agreement pursuant to Section 9(l).



     (f) The parties hereto agree that the liquidated damages provided for in
this Section 3 constitute a reasonable estimate of the damages that may be
incurred by Holders of Registrable Securities by reason of the failure of the
Shelf Registration Statement to be filed or declared effective or available for
effecting resales of Registrable Securities in accordance with the provisions
hereof.



     Section 4. Registration Procedures. In connection with the registration
obligations of the Company under Section 2 hereof, the Company shall:



     (a) Prepare and file with the SEC a Shelf Registration Statement on Form
S-1 or S-3 or any other appropriate form under the Securities Act available for
the sale of the Registrable Securities by the Holders thereof in accordance
with the intended method or methods of distribution thereof, and use its best
efforts to cause each such Shelf Registration Statement to become effective and
remain effective as provided herein; provided that before filing any Shelf
Registration Statement or Prospectus or any amendments or supplements thereto
with the SEC, the Company shall furnish to the Initial Purchasers and counsel
for the Holders and for the Initial Purchasers (or, if applicable, separate
counsel for the Holders) copies of all such documents proposed to be filed at
least five (5) Business Days prior to such filing and use its best efforts to
reflect in each such document when so filed with the SEC such comments as such
counsel reasonably shall propose. The Company shall not file any Registration
Statement or Prospectus or any amendments or supplements thereto if the Holders
of a majority in Amount of Registrable Securities covered by such Registration
Statement shall reasonably object.



     (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Shelf Registration Statement as may be necessary to keep
such Shelf Registration Statement continuously effective until the expiration
of the Effectiveness Period; cause the related Prospectus to be supplemented by
any required Prospectus supplement, and as so supplemented to be filed pursuant
to Rule 424 (or any similar provisions then in force) under the Securities Act;
and use its best efforts to comply with the provisions of the Securities Act
applicable to it with respect to the disposition of all securities covered by
such Shelf Registration Statement during the Effectiveness Period in accordance
with the intended methods of disposition by the sellers thereof set forth in
such Shelf Registration Statement as so amended or such Prospectus as so
supplemented. Subject to Section 3(a), the Company shall be deemed not to have
used its best efforts to keep a Shelf Registration Statement effective during
the Effectiveness Period if it voluntarily takes any action that would result
in selling Holders of the Registrable Securities covered thereby not being able
to sell such Registrable Securities during that period unless such action is
required by applicable law or unless the Company complies with this Agreement,
including without limitation the provisions of Section 4(j).



     (c) As promptly as practicable give notice to the Notice Holders, the
Initial Purchasers and counsel for the Holders and for the Initial Purchasers
(or, if applicable, separate counsel for the Holders) (i) when any Prospectus,
Prospectus supplement, Shelf Registration Statement or post-effective amendment
to a Shelf Registration Statement has been filed with the SEC and, with respect
to a Shelf Registration Statement or any post-effective amendment, when the
same



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has been declared effective, (ii) of any request, following the
effectiveness of the Initial Shelf Registration Statement under the Securities
Act, by the SEC or any other federal or state governmental authority for
amendments or supplements to any Shelf Registration Statement or related
Prospectus or for additional information, (iii) of the issuance by the SEC or
any other federal or state governmental authority of any stop order or other
order suspending the effectiveness of any Shelf Registration Statement or
preventing or suspending the use of any preliminary prospectus or other
Prospectus or the initiation or threatening of any proceedings for that
purpose, (iv) of the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, (v) after the effective date of
any Shelf Registration Statement filed pursuant to this Agreement of the
occurrence of (but not the nature of or details concerning) a Material Event,
(vi) of the happening of any event, the existence of any condition or any
information becoming known that makes any statement made in a Registration
Statement or related Prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or that
requires the making of any changes in or amendments or supplements to such
Registration Statement, Prospectus or documents so that, in the case of the
Registration Statement, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and that in the case
of the Prospectus, it will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading and (vii) of the determination by the Company
that a post-effective amendment to a Shelf Registration Statement will be filed
with the SEC, which notice may, at the discretion of the Company (or as
required pursuant to Section 4(j)), state that it constitutes a Suspension
Notice, in which event the provisions of Section 4(j) shall apply.



     (d) Use its best efforts to prevent the issuance of, and, if issued, to
obtain the withdrawal of any order suspending the effectiveness of a Shelf
Registration Statement or preventing or suspending the use of a Prospectus or
the lifting of any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction in which they have been qualified for sale, in either case at the
earliest possible moment, and provide prompt notice to each Notice Holder and
the Initial Purchasers of the withdrawal of any such order.



     (e) If requested by the Initial Purchasers or any Notice Holder, as
promptly as practicable incorporate in a Prospectus supplement or
post-effective amendment to a Shelf Registration Statement such information as
the Initial Purchasers, such Notice Holder or counsel for the Holders and for
the Initial Purchasers (or, if applicable, separate counsel for the Holders)
shall determine to be required to be included therein by applicable law and
make any required filings of such Prospectus supplement or such post-effective
amendment; provided that the Company
shall not be required to take any actions under this Section 4(e) that, in
the written opinion of counsel for the Company, are not in compliance with
applicable law.



     (f) As promptly as practicable furnish to each Notice Holder, counsel for
the Holders and for the Initial Purchasers (or, if applicable, separate counsel
for the Holders) and the Initial Purchasers, without charge, at least one (1)
conformed copy of the Shelf Registration Statement



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and any amendment thereto,
including financial statements and schedules, but excluding all documents
incorporated or deemed to be incorporated therein by reference and all exhibits
(unless requested in writing to the Company by such Notice Holder, such counsel
or the Initial Purchasers).



     (g) During the Effectiveness Period, deliver to each Notice Holder,
counsel for the Holders and for the Initial Purchasers (or, if applicable,
separate counsel for the Holders) and the Initial Purchasers, in connection
with any sale of Registrable Securities pursuant to a Shelf Registration
Statement, without charge, as many copies of the Prospectus or Prospectuses
relating to such Registrable Securities (including each preliminary prospectus)
and any amendment or supplement thereto as such Notice Holder and the Initial
Purchasers may reasonably request; and the Company hereby consents (except
during such periods that a Suspension Notice is outstanding and has not been
revoked) to the use of such Prospectus or each amendment or supplement thereto
by each Notice Holder, in connection with any offering and sale of the
Registrable Securities covered by such Prospectus or any amendment or
supplement thereto in the manner set forth therein.



     (h) Prior to any public offering of the Registrable Securities pursuant to
the Shelf Registration Statement, use its best efforts to register or qualify
or cooperate with the Notice Holders in connection with the registration or
qualification (or exemption from such registration or qualification) of such
Registrable Securities for offer and sale under the securities or Blue Sky laws
of such jurisdictions within the United States as any Notice Holder reasonably
requests in writing (which request may be included in the Notice and
Questionnaire); prior to any public offering of the Registrable Securities
pursuant to the Shelf Registration Statement, use its best efforts to keep each
such registration or qualification (or exemption therefrom) effective during
the Effectiveness Period in connection with such Notice Holder’s offer and sale
of Registrable Securities pursuant to such registration or qualification (or
exemption therefrom) and do any and all other acts or things reasonably
necessary or advisable to enable the disposition in such jurisdictions of such
Registrable Securities in the manner set forth in the relevant Shelf
Registration Statement and the related Prospectus; provided that the Company
will not be required to (i) qualify as a foreign corporation or as a dealer in
securities in any jurisdiction where it would not otherwise be required to
qualify but for this Agreement or (ii) take any action that would subject it to
general service of process in suits or to taxation in any such jurisdiction
where it is not then so subject.



     (i) Use its reasonable best efforts to cause the Registrable Securities
covered by any Shelf Registration Statement to be registered with or approved
by such other governmental agencies or authorities as may be reasonably
necessary to enable the seller or sellers thereof to consummate the disposition
of such Registrable Securities, except as may be required solely as a
consequence of the nature of such selling Holder’s business, in which case the
Company will
cooperate in all reasonable respects with the filing of such Registration
Statement and the granting of such approvals.



     (j) Upon (A) the issuance by the SEC of a stop order suspending the
effectiveness of the Shelf Registration Statement or the initiation of
proceedings with respect to the Shelf Registration Statement under Section 8(d)
or 8(e) of the Securities Act, (B) the occurrence of any event or the existence
of any fact as a result of which any Shelf Registration Statement shall



Page 12 of 23




 









 




contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, or any Prospectus shall contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or (C) the occurrence or existence of any pending
corporate development (a “Material Event”) that, in the reasonable discretion
of the Company, makes it appropriate to suspend the availability of the Shelf
Registration Statement and the related Prospectus (i) in the case of clause (B)
or (C) above, subject to the next sentence, as promptly as practicable, prepare
and file, if necessary pursuant to applicable law, a post-effective amendment
to such Shelf Registration Statement or a supplement to the related Prospectus
or any document incorporated therein by reference or file any other required
document that would be incorporated by reference into such Shelf Registration
Statement and Prospectus so that such Shelf Registration Statement does not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, and such Prospectus does not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading (it being understood that the Company may rely on
information provided by each Notice Holder with respect to such Notice Holder),
as thereafter delivered to the purchasers of the Registrable Securities being
sold thereunder, and, in the case of a post-effective amendment to a Shelf
Registration Statement, subject to the next sentence, use its best efforts to
cause it to be declared effective as promptly as is practicable, and (ii) give
notice to the Notice Holders and counsel for the Holders and for the Initial
Purchasers (or, if applicable, separate counsel for the Holders) that the
availability of the Shelf Registration Statement is suspended (a “Suspension
Notice”) and, upon receipt of any Suspension Notice, each Notice Holder agrees
not to sell any Registrable Securities pursuant to such Shelf Registration
Statement until such Notice Holder’s receipt of copies of the supplemented or
amended Prospectus provided for in clause (i) above, or until it is advised in
writing by the Company that the Prospectus may be used, and has received copies
of any additional or supplemental filings that are incorporated or deemed
incorporated by reference in such Prospectus. The Company will use its best
efforts to ensure that the use of the Prospectus may be resumed (x) in the case
of clause (A) above, as promptly as is practicable, (y) in the case of clause
(B) above, as soon as, in the reasonable judgment of the Company, the Shelf
Registration Statement does not contain any untrue statement of a material fact
or omits to state any material fact required to be stated therein or necessary
to make the statements therein not misleading and the Prospectus does not
contain any untrue statement of a material fact or omits to state any material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and (z) in the case
of clause (C) above, as soon as, in the reasonable discretion of the Company,
such suspension is no longer appropriate. The period during which the
availability of the Shelf Registration Statement and any Prospectus may be
suspended (the “Suspension Period”) without the Company incurring any
obligation to pay
liquidated damages pursuant to Section 3 shall not exceed forty-five (45)
days in any three (3) month period
 and ninety (90) days in any twelve (12)
month period.



     (k) Make available for inspection during normal business hours by
representatives for the Notice Holders of such Registrable Securities, and any
broker-dealers, attorneys and accountants retained by such Notice Holders, all
relevant financial and other records and pertinent corporate documents and
properties of the Company and its subsidiaries, and cause the appropriate



Page 13 of 23




 









 




officers, directors and employees of the Company and its subsidiaries to make
available for inspection during normal business hours all relevant information
reasonably requested by such representatives for the Notice Holders, or any
such broker-dealers, attorneys or accountants in connection with such
disposition, in each case as is customary for similar “due diligence”
examinations; provided, however, that such persons shall, at the Company’s
request, first agree in writing with the Company that any information that is
reasonably and in good faith designated by the Company in writing as
confidential at the time of delivery of such information shall be kept
confidential by such persons and shall be used solely for the purposes of
exercising rights under this Agreement, unless (i) disclosure of such
information is required by court or administrative order or is necessary to
respond to inquiries of regulatory authorities, (ii) disclosure of such
information is required by law (including any disclosure requirements pursuant
to federal securities laws in connection with the filing of any Shelf
Registration Statement or the use of any Prospectus referred to in this
Agreement), (iii) such information becomes generally available to the public
other than as a result of a disclosure or failure to safeguard by any such
person or (iv) such information becomes available to any such person from a
source other than the Company and such source is not bound by a confidentiality
agreement or is not otherwise under a duty of trust to the Company, and
provided that the foregoing inspection and information gathering shall, to the
greatest extent possible, be coordinated on behalf of all the Notice Holders
and the other parties entitled thereto by the counsel referred to in Section 6.



     (l) Comply with all applicable rules and regulations of the SEC and make
generally available to its securityholders earning statements (which need not
be audited) satisfying the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder (or any similar rule promulgated under the Securities
Act) no later than 45 days after the end of any 12-month period (or 90 days
after the end of any 12-month period if such period is a fiscal year)
commencing on the first day of the first fiscal quarter of the Company
commencing after the effective date of a Shelf Registration Statement, which
statements shall cover said 12-month periods.



     (m) Cooperate with each Notice Holder to facilitate the timely preparation
and delivery of certificates representing Registrable Securities sold pursuant
to a Shelf Registration Statement, which certificates shall not bear any
restrictive legends, and cause such Registrable Securities to be in such
denominations as are permitted by the Indenture and registered in such names as
such Notice Holder may request in writing at least (2) Business Days prior to
any sale of such Registrable Securities.



     (n) Provide a CUSIP number for all Registrable Securities covered by each
Shelf Registration Statement not later than the effective date of such Shelf
Registration Statement and provide the Trustee and the transfer agent for the
Common Stock with certificates for the Registrable Securities that are in a
form eligible for deposit with The Depository Trust Company.



     (o) Cooperate and assist in any filings required to be made with the
National Association of Securities Dealers, Inc..



     (p) Upon (i) the filing of the Initial Registration Statement and (ii) the
effectiveness of the Initial Registration Statement, announce the same, in each
case by release to Reuters Economic Services, Dow Jones Corporation and
Bloomberg Business News.



Page 14 of 23




 









 




     (q) Enter into such customary agreements and take all such other necessary
actions in connection therewith (including those requested by the holders of a
majority of the Registrable Securities being sold) in order to expedite or
facilitate disposition of such Registrable Securities.



     (r) Cause the Indenture to be qualified under the TIA not later than the
effective date of any Shelf Registration Statement; and in connection
therewith, cooperate with the Trustee to effect such changes to the Indenture
as may be required for the Indenture to be so qualified in accordance with the
terms of the TIA and execute, and use its best efforts to cause the Trustee to
execute, all documents as may be required to effect such changes, and all other
forms and documents required to be filed with the SEC to enable the Indenture
to be so qualified in a timely manner.



     Section 5. Holder’s Obligations. Each Holder agrees, by acquisition of the
Registrable Securities, that no Holder of Registrable Securities shall be
entitled to sell any of such Registrable Securities pursuant to a Shelf
Registration Statement or to receive a Prospectus relating thereto, unless such
Holder has furnished the Company with a Notice and Questionnaire as required
pursuant to Section 2(d) hereof (including the information required to be
included in such Notice and Questionnaire) and the information set forth in the
next sentence. Each Notice Holder agrees promptly to furnish to the Company all
information required to be disclosed in order to make the information
previously furnished to the Company by such Notice Holder not misleading and
any other information regarding such Notice Holder and the distribution of such
Registrable Securities as the Company may from time to time reasonably request.
Any sale of any Registrable Securities by any Holder shall constitute a
representation and warranty by such Holder that the information relating to
such Holder and its plan of distribution is as set forth in the Prospectus
delivered by such Holder in connection with such disposition, that such
Prospectus does not as of the time of such sale contain any untrue statement of
a material fact relating to or provided by such Holder or its plan of
distribution and that such Prospectus does not as of the time of such sale omit
to state any material fact relating to or provided by such Holder or its plan
of distribution necessary in order to make the statements in such Prospectus,
in the light of the circumstances under which they were made, not misleading.



     Section 6. Registration Expenses. The Company shall bear all fees and expenses
incurred in connection with the performance by the Company of its obligations
under this Agreement whether or not any of the Shelf Registration Statements
are declared effective. Such fees and expenses (“Registration Expenses”) shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to
be made with the National
Association of Securities Dealers, Inc. and (y) of compliance with federal and
state securities or Blue Sky laws (including, without limitation, reasonable
fees and disbursements of counsel for the Holders in connection with Blue Sky
qualifications of the Registrable Securities under the laws of such
jurisdictions as the Notice Holders of a majority of the Registrable Securities
being sold pursuant to a Shelf Registration Statement may designate), (ii)
printing and word processing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities in a form eligible for
deposit with The Depository Trust Company), (iii) duplication and mailing
expenses relating to copies of any Shelf Registration Statement or Prospectus
delivered to any Holders hereunder, (iv) messenger, telephone and delivery
expenses, (v) other expenses relating to the distribution of all Registration
Statements, securities sales agreements and any other documents necessary in



Page 15 of 23




 









 




order to comply with this Agreement, (vi) fees and disbursements of counsel for
the Company and the fees and disbursements of one counsel for the Holders in
connection with the Shelf Registration Statement or Subsequent Shelf
Registration Statement (which counsel shall be Vinson & Elkins L.L.P. until
another firm shall be designated pursuant to this Agreement), (vii) fees and
disbursements of the Trustee and its counsel and of the registrar and transfer
agent for the Common Stock and (viii) Securities Act liability insurance
obtained by the Company in its sole discretion. In addition, the Company shall
pay the internal expenses of the Company (including, without limitation, all
salaries and expenses of officers and employees performing legal or accounting
duties), the expense of any annual audit, the fees and expenses incurred in
connection with the listing by the Company of the Registrable Securities on any
securities exchange on which similar securities of the Company are then listed
and the fees and expenses of any person, including special experts, retained by
the Company.



     Section 7. Indemnification; Contribution.



     (a) The Company agrees to indemnify, defend and hold harmless each Holder
and each person who controls any Holder within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act (each a “Holder Indemnified
Party”), from and against any loss, damage, expense, liability, judgment or
claim (including reasonable legal fees, investigation costs and other expenses)
which such Holder Indemnified Party may incur under the Securities Act, the
Exchange Act or otherwise, insofar as such loss, damage, expense, liability,
judgment or claim arises out of or is based upon any untrue statement or
alleged untrue statement of a material fact contained in any Shelf Registration
Statement or Prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, or arises out of or is based upon any omission or
alleged omission to state a material fact required to be stated in any Shelf
Registration Statement or in any amendment or supplement thereto or necessary
to make the statements therein not misleading, or arises out of or is based
upon any omission or alleged omission to state a material fact necessary in
order to make the statements made in any Prospectus or in any amendment or
supplement thereto or in any preliminary prospectus, in the light of the
circumstances under which they were made, not misleading, except insofar as any
such loss, damage, expense, liability, judgment or claim arises out of or is
based upon any untrue statement or omission or alleged untrue statement or
omission of a material fact contained in, or omitted from, and in conformity
with information furnished in writing by or on behalf of any Holder to the
Company expressly for use therein.



     (b) Each Holder, severally and not jointly, agrees to indemnify, defend
and hold harmless the Company, its directors and officers and any person who
controls the Company within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act (each, a “Company Indemnified Party”) to the same extent as the foregoing
indemnity from the Company to each Holder Indemnified Party, but only insofar
as such loss, damage, expense, liability, judgment or claim arises out of or is
based upon any untrue statement or alleged untrue statement of a material fact
contained in information furnished in writing by or on behalf of such Holder to
the Company expressly for use in any Shelf Registration Statement or Prospectus
or in any amendment or supplement thereto or in any preliminary prospectus, or
arises out of or is based upon any omission or alleged omission to state a
material fact required to be stated in any Shelf Registration Statement or in
any amendment or supplement thereto or necessary to make the statements therein
not misleading, or arises out of or is based upon any omission or alleged



Page 16 of 23




 









 




omission to state a material fact necessary in order to make the statements in
any Prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, in the light of the circumstances under which they were made, not
misleading, in connection with such information. In no event shall the
liability of any selling Holder of Registrable Securities hereunder be greater
in amount than the dollar amount of the proceeds received by such Holder upon
the sale of the Registrable Securities pursuant to the Shelf Registration
Statement giving rise to such indemnification obligation.



     (c) If any action, suit or proceeding (each, a “Proceeding”) is brought
against any person in respect of which indemnity may be sought pursuant to
either subsection (a) or (b) of this Section 7, such person (the “Indemnified
Party”) shall promptly notify the person against whom such indemnity may be
sought (the “Indemnifying Party”) in writing of the institution of such
Proceeding and the Indemnifying Party shall assume the defense of such
Proceeding; provided, however, that the omission to notify such Indemnifying
Party shall not relieve such Indemnifying Party from any liability which it may
have to such Indemnified Party or otherwise. Such Indemnified Party shall have
the right to employ its own counsel in any such case, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party unless the
employment of such counsel shall have been authorized in writing by such
Indemnifying Party in connection with the defense of such Proceeding or such
Indemnifying Party shall not have employed counsel to have charge of the
defense of such Proceeding within 30 days of the receipt of notice thereof or
such Indemnified Party shall have reasonably concluded upon the written advice
of counsel that there may be one or more defenses available to it that are
different from, additional to or in conflict with those available to such
Indemnifying Party (in which case such Indemnifying Party shall not have the
right to direct that portion of the defense of such Proceeding on behalf of the
Indemnified Party, but such Indemnifying Party may employ counsel and
participate in the defense thereof but the fees and expenses of such counsel
shall be at the expense of such Indemnifying Party), in any of which events
such reasonable fees and expenses shall be borne by such Indemnifying Party and
paid as incurred (it being understood, however, that such Indemnifying Party
shall not be liable for the expenses of more than one separate counsel in any
one Proceeding or series of related Proceedings together with reasonably
necessary local counsel representing the Indemnified Parties who are parties to
such action). An Indemnifying Party shall not be liable for any settlement of
such Proceeding effected without the written consent of such Indemnifying
Party, but if settled with the written consent of such Indemnifying Party, such
Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party
from and against any loss or liability by reason of such settlement.
Notwithstanding the foregoing sentence, if at any time an Indemnified Party
shall have requested an Indemnifying Party to reimburse such Indemnified Party
for fees and expenses of counsel as
contemplated by the second sentence of this paragraph, then such
Indemnifying Party agrees that it shall be liable for any settlement of any
Proceeding effected without its written consent if (i) such settlement is
entered into more than 60 Business Days after receipt by such Indemnifying
Party of the aforesaid request, (ii) such Indemnifying Party shall not have
reimbursed such Indemnified Party in accordance with such request prior to the
date of such settlement and (iii) such Indemnified Party shall have given such
Indemnifying Party at least 30 days’ prior notice of its intention to settle.
No Indemnifying Party shall, without the prior written consent of any
Indemnified Party, effect any settlement of any pending or threatened
Proceeding in respect of which such Indemnified Party is or could have been a
party and indemnity could have been sought hereunder by such Indemnified Party,
unless such settlement includes an unconditional



Page 17 of 23




 









 




release of such Indemnified
Party from all liability on claims that are the subject matter of such
Proceeding and does not include an admission of fault, culpability or a failure
to act, by or on behalf of such Indemnified Party.



     (d) If the indemnification provided for in this Section 7 is unavailable
to an Indemnified Party under subsections (a) and (b) of this Section 7 in
respect of any losses, damages, expenses, liabilities, judgments or claims
referred to therein, then each applicable Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such losses, damages,
expenses, liabilities or claims (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand and the
Holders on the other hand from the offering of the Registrable Securities or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault
of the Company on the one hand and of the Holders on the other in connection
with the statements or omissions which resulted in such losses, damages,
expenses, liabilities or claims, as well as any other relevant equitable
considerations. The relative fault of the Company on the one hand and of the
Holders on the other shall be determined by reference to, among other things,
whether the untrue statement or alleged untrue statement of a material fact or
omission or alleged omission relates to information supplied by the Company or
by the Holders and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The amount paid or payable by a party as a result of the losses, damages,
expenses, liabilities, judgments and claims referred to above shall be deemed
to include any reasonable legal or other fees or expenses reasonably incurred
by such party in connection with investigating or defending any Proceeding.



     (e) The Company and the Holders agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro
rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in subsection (d) above.
Notwithstanding the provisions of this Section 7, no Holder shall be required
to contribute any amount in excess of the amount by which the total price at
which the Registrable Securities sold by it were offered to the public exceeds
the amount of any damages which it has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Holders’
respective obligations to contribute pursuant to this Section 7 are several in
proportion to the respective amount of Registrable Securities they have sold
pursuant to a Shelf Registration Statement, and not joint.
The remedies provided for in this Section 7 are not exclusive and shall
not limit any rights or remedies which may otherwise be available to any
indemnified party at law or in equity.



     (f) The indemnity and contribution provisions contained in this Section 7
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any Holder or any person controlling any Holder, or the Company, or the
Company’s officers or directors or any person controlling the Company and (iii)
the sale of any Registrable Security by any Holder.



Page 18 of 23




 









 





     Section 8. Information Requirements.



     (a) The Company covenants that (i) it will file the reports required to be
filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder in a timely manner in accordance with
the requirements of the Securities Act and the Exchange Act; and (ii) if at
any time before the end of the Effectiveness Period it is not subject to the
reporting requirements of the Exchange Act, it will cooperate with any Holder
of Registrable Securities to make available such information necessary to
permit sales pursuant to Rule 144A under the Securities Act and take such
further action as any Holder of Registrable Securities may reasonably request
in writing (including, without limitation, making such representations as any
such Holder may reasonably request), all to the extent required from time to
time to enable such Holder to sell Registrable Securities without registration
under the Securities Act within the limitation of the exemptions provided by
Rule 144, Rule 144A and Regulation S under the Securities Act and customarily
taken in connection with sales pursuant to such exemptions. Upon the written
request of any Holder of Registrable Securities, the Company shall deliver to
such Holder a written statement as to whether it has complied with such filing
requirements, unless such a statement has been included in the Company’s most
recent report filed with the SEC pursuant to Section 13 or Section 15(d) of
Exchange Act. Notwithstanding the foregoing, nothing in this Section 8 shall be
deemed to require the Company to register any of its securities (other than the
Common Stock) under any section of the Exchange Act.



     (b) The Company shall comply with all requirements set forth in the
instructions to Form S-1 or Form S-3, as the case may be, in order to allow the
Company to be eligible to file registration statements on Form S-1 or Form S-3.



     Section 9. Miscellaneous.



     (a) No Conflicting Agreements. The Company is not, as of the date hereof,
a party to, nor shall it, on or after the date of this Agreement, enter into,
any agreement with respect to its securities that conflicts with the rights
granted to the Holders of Registrable Securities in this Agreement. The
Company represents and warrants that the rights granted to the Holders of
Registrable Securities hereunder do not in any way conflict with the rights
granted to the holders of the Company’s securities under any other agreements.



     (b) Adjustments Affecting Registrable Securities. The Company shall not,
directly or indirectly, take any action with respect to the Registrable
Securities as a class that would adversely affect the ability of the Holders of
Registrable Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement.



     (c) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless the Company has obtained the written consent of Holders of a
majority of the then outstanding Underlying Common Stock constituting
Registrable Securities (with Holders of Debentures deemed to be the Holders,
for purposes of this Section, of the number of outstanding shares of Underlying
Common Stock into which such Debentures are or would be convertible as of the
date on which such consent is requested). Notwithstanding the foregoing, a
waiver or consent to depart from the provisions



Page 19 of 23




 









 




hereof with respect to a matter
that relates exclusively to the rights of Holders of Registrable Securities
whose securities are being sold pursuant to a Shelf Registration Statement and
that does not directly or indirectly affect the rights of other Holders of
Registrable Securities may be given by Holders of at least a majority of the
Registrable Securities being sold by such Holders pursuant to such Shelf
Registration Statement; provided that the provisions of this sentence may not
be amended, modified, or supplemented except in accordance with the provisions
of the immediately preceding sentence. Each Holder of Registrable Securities
outstanding at the time of any such amendment, modification, supplement, waiver
or consent or thereafter shall be bound by any such amendment, modification,
supplement, waiver or consent effected pursuant to this Section 9(c), whether
or not any notice, writing or marking indicating such amendment, modification,
supplement, waiver or consent appears on the Registrable Securities or is
delivered to such Holder. Each Holder may waive compliance with respect to any
obligation of the Company under this Agreement as it may apply to or be
enforced by such particular Holder.



     (d) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, by telecopier,
by courier guaranteeing overnight delivery or by first-class mail, return
receipt requested, and shall be deemed given (i) when made, if made by hand
delivery, (ii) upon confirmation, if made by telecopier, (iii) one (1) Business
Day after being deposited with such courier, if made by overnight courier or
(iv) on the date indicated on the notice of receipt, if made by first-class
mail, to the parties as follows:



     (x) if to a Holder of Registrable Securities, at the most current address
given by such Holder to the Company in a Notice and Questionnaire or any
amendment thereto;



     (y) if to the Company, to:



	 	 	 
	

	 	Cooper Cameron Corporation
	

	 	1333 West Loop South, Suite 1700
	

	 	Houston, Texas 77027
	

	 	Attention: William C. Lemmer
	

	 	Telecopy No.: (713) 513-3456
	 
	 	 
	

	 	with a copy to:
	 
	 	 
	

	 	Porter & Hedges, L.L.P.
	

	 	700 Louisiana Street, Suite 3500
	

	 	Houston, Texas 77002
	

	 	Attention: Sam Allen
	

	 	Telecopy No.: (713) 226-0235







     (z) if to the Initial Purchasers, to:



	 
	UBS Securities LLC

	299 Park Avenue

	New York, New York 10171

	Attention: Syndicate Department

	Telecopy No.: (212) 821-4998








Page 20 of 23




 









 





	 	 	 
	

	 	with a copy to (for informational purposes only):
	 
	 	 
	

	 	c/o UBS Securities LLC
	

	 	677 Washington Boulevard
	

	 	Stamford, Connecticut 06901
	

	 	Attention: Legal Department
	

	 	Telecopy No.: (203) 719-0683
	 
	 	 
	

	 	to:
	 
	 	 
	

	 	Citigroup Global Markets Inc.
	

	 	388 Greenwich Street, 32nd Floor
	

	 	New York, New York 10013
	

	 	Attention: Legal Department
	

	 	Telecopy No.: (212) 816-7912
	 
	 	 
	

	 	and to:
	 
	 	 
	

	 	Banc One Capital Markets, Inc.
	

	 	1 Bank One Plaza
	

	 	IL1-0868
	

	 	Chicago, Illinois 60670
	

	 	Attention: Legal Department
	

	 	Telecopy No.: (312) 732-3331
	 
	 	 
	

	 	with a copy to:
	 
	 	 
	

	 	Vinson & Elkins L.L.P.
	

	 	2300 First City Tower
	

	 	1001 Fannin
	

	 	Houston, Texas 77002
	

	 	Attention: T. Mark Kelly, Esq.
	

	 	Telecopy No.: (713) 615-5531






or to such other address as such person may have furnished to the other persons
identified in this Section 9(d) in writing in accordance herewith.



     (e) Approval of Holders. Whenever the consent or approval of Holders of a
specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company or its affiliates (as such term is
defined in Rule 405 under the Securities Act) (other than the Initial
Purchasers or subsequent Holders of Registrable Securities if such subsequent
Holders are deemed to be such affiliates solely by reason of their holdings of
such Registrable Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.



Page 21 of 23




 









 





     (f) Successors and Assigns. Any person who purchases any Registrable
Securities from the Initial Purchasers or any Holder shall be deemed, for
purposes of this Agreement, to be an assignee of the Initial Purchasers or such
Holder, as the case may be. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties and shall inure
to the benefit of and be binding upon each Holder of any Registrable
Securities.



     (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be original and all of which taken together
shall constitute one and the same agreement.



     (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.



     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF.



     (j) Severability. If any term, provision, covenant or restriction of this
Agreement is held to be invalid, illegal, void or unenforceable, the remainder
of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated thereby, and the parties hereto shall use their best efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction, it being intended that all of the rights and privileges of the
parties shall be enforceable to the fullest extent permitted by law.



     (k) Entire Agreement. This Agreement, together with the Purchase
Agreement, the Debentures and the Indenture, is intended by the parties as a
final expression of their agreement and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and the registration rights
granted by the Company with respect to the Registrable Securities. Except as
provided in the Purchase Agreement, there are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein,
with respect to the registration rights granted by the Company with respect to
the Registrable Securities. This Agreement supersedes all prior agreements and
undertakings among the parties with respect to such registration rights. No
party hereto shall have any rights, duties or obligations with respect to such
registration rights other than those specifically set forth in this Agreement.



     (l) Termination. This Agreement and the obligations of the parties
hereunder shall terminate upon the end of the Effectiveness Period, except for
any liabilities or obligations under
Section 5, 6 or 7 hereof and the obligations to make payments of and
provide for liquidated damages under Section 3(b) hereof to the extent such
damages accrue prior to the end of the Effectiveness Period, each of which
shall remain in effect in accordance with its terms.



Page 22 of 23




 









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.



	 	 	 	 	 	 	 
	

	 	COOPER CAMERON CORPORATION
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ MICHAEL JENNINGS
	

	 	 	 	

	

	 	 	 	Name:
	 	Michael Jennings
	

	 	 	 	Title:
	 	Vice President and Treasurer







	 	 	 	 	 	 
	Confirmed and accepted as of the date
first above written on behalf of itself
and the other several Initial Purchasers:	 
	

	 	 	 	 	 
	UBS SECURITIES LLC	 
	 
	 	 	 	 	 
	By:
	 	/s/ MICHAEL JAMIESON	 
	

	 	
	 
	

	 	Name:
	 	Michael Jamieson	 
	

	 	Title:
	 	Executive Director	 
	 
	 	 	 	 	 
	By:
	 	/s/ SAM PITTS	 
	

	 	
	 
	

	 	Name:
	 	Sam Pitts	 
	

	 	Title:
	 	Director	 
	 
	 	 	 	 	 
	CITIGROUP GLOBAL MARKETS INC.	 
	 
	 	 	 	 	 
	By:
	 	/s/ QUINN P. FANNING	 
	

	 	
	 
	

	 	Name:
	 	Quinn P. Fanning	 
	

	 	Title:
	 	Director	 
	 
	 	 	 	 	 
	BANC ONE CAPITAL MARKETS, INC.
	 
	 	 	 	 	 
	By:
	 	/s/ MICHAEL HARRIS	 
	

	 	
	 
	

	 	Name:
	 	Michael Harris	 
	

	 	Title:
	 	Managing Director	 







Page 23 of 23