Exhibit 4.2


 


 


REGISTRATION
RIGHTS AGREEMENT


 


Dated as of
May 26, 2006


 


By and
Between


 


CAMERON
INTERNATIONAL CORPORATION,


 


as Issuer,


 


and


 


MORGAN
STANLEY & CO. INCORPORATED,


 


CITIGROUP
GLOBAL MARKETS INC.


 


and


 


J. P.
MORGAN SECURITIES INC.


 


as Initial
Purchasers


 


2.50%
Convertible Senior Notes Due 2026


 

















 


REGISTRATION
RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”)
is made and entered into as of May 26, 2006, by and among Cameron
International Corporation, a Delaware corporation (the “Company”), and
Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. and
J. P. Morgan Securities Inc. (collectively, the “Initial Purchasers”),
pursuant to that certain Purchase Agreement, dated as of May 23, 2006 (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 terms “herein,” “hereof,” “hereto,” “hereinafter” and similar terms,
as used in this Agreement, shall in each case refer to this Agreement as a
whole and not to any particular section, paragraph, sentence or other
subdivision of this 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 Notes (as defined herein) and the beneficial owners from
time to time of the Underlying Common Stock (as defined herein) issued upon
conversion of the Notes (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:


 


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


 


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


 


(c)           “Automatic Shelf
Registration Statement” has the meaning ascribed to it in Rule 405.


 


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


 


(e)           “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.


 


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


 


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


 


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(h)           “Damages
Payment Date” means each interest payment date under the Indenture in the
case of Notes, and each June 15 and December 15 in case of the
Underlying Common Stock.


 


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


 


(j)            “Effectiveness
Period” means a period of two years after the later of (1) the
original issuance of the Notes and (2) the last date that the Company or
any of its Affiliates was the owner of such Notes (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.


 


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


 


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


 


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


 


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


 


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


 


(p)           “Indenture”
means the Indenture, dated as of May 26, 2006, between the Company and the
Trustee, pursuant to which the Notes are being issued.


 


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


 


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


 


(s)           “Issue Date”
means the first date of original issuance of the Notes.


 


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


 


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


 


(v)           “Notes”
means the 2.50% Convertible Senior Notes due 2026 of the Company to be
purchased pursuant to the Purchase Agreement.


 


(w)          “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 23, 2006 relating to the Notes.


 


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(x)            “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.


 


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


 


(z)            “Prospectus”
means each prospectus relating to any Shelf Registration Statement, including
all supplements and amendments to such prospectus, in each case in the form
furnished pursuant to this Agreement by the Company to Holders or filed by the
Company with the SEC pursuant to Rule 424 or as part of such Shelf
Registration Statement, as the case may be, and in each case including all
materials, if any, incorporated by reference or deemed to be incorporated by
reference in such prospectus.


 


(aa)         “Record Holder”
means (i) with respect to any Damages Payment Date relating to any Notes
as to which any such Liquidated Damages Amount has accrued, the holder of record
of such Note 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.


 


(bb)         “Registrable
Securities” means the Notes until such Notes 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 Notes and (2) the last date that
the Company or any of its Affiliates was the owner of such Notes (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.


 


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


 


(dd)         “Registration
Statement” means each registration statement, under the Securities Act, of
the Company that covers any of the Registrable Securities pursuant to this
Agreement, including amendments and supplements to such registration statement
and including all post-effective amendments to, all exhibits of, and all
materials incorporated by reference or deemed to be incorporated by reference
in, such registration statement, amendment or supplement. “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.


 


(ee)         “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.


 


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(ff)           “Rule 405”
means Rule 405 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.


 


(gg)         “Rule 424”
means Rule 424 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.


 


(hh)         “Rule 430B”
means Rule 430B 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.


 


(ii)           “Rule 456”
means Rule 456 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.


 


(jj)           “Rule 457”
means 457 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.


 


(kk)         “SEC” means the
Securities and Exchange Commission.


 


(ll)           “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.


 


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


 


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


 


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


 


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


 


(qq)         “Trustee means
SunTrust Bank, the Trustee under the Indenture.


 


(rr)           “Underlying Common
Stock” means the Common Stock into which the Notes 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 


 


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“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 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
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(l).  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 


 


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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(l); 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 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 


 


6

















 


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
Notes that are Registrable Securities (“Registrable Notes”) 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
Notes 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 periodically on each Damages Payment Date to Record Holders of
Registrable Notes 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 Note 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 Note or
portion thereof for redemption or conversion on the applicable redemption date
or conversion date, as the case may be, on 


 


7

















 


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 the principal amount of such Registrable
Notes.  Notwithstanding the foregoing, no
Liquidated Damages Amounts shall accrue as to any Registrable Note from and
after the earlier of (x) the date such Note 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 Notes 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 Notes 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 June 15 and December 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 Registrable Notes.


 


(d)           The Trustee shall be entitled, on behalf of
Holders of Notes, 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 Note
at the time such Note ceases to be a Registrable Security shall survive until
such time as all such obligations with respect to such Note 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 Notes by reason of
the failure of the Shelf Registration Statement to be filed or declared
effective or available for effecting resales of Registrable Notes 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 in the manner provided in this agreement and use its
best efforts to cause each such Shelf Registration Statement to become
effective and remain effective as provided herein; 


 


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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.  Each
Registration Statement that is or is required by this Agreement to be filed
with the SEC shall be filed on Form S-3 if the Company is then eligible to
use Form S-3 for the purposes contemplated by this Agreement, or, if the
Company is not then so eligible to use Form S-3, shall be on Form S-1
or another appropriate form that is then available to the Company for the
purposes contemplated by this Agreement. 
Each such Registration Statement that is filed on Form S-3 shall
constitute an Automatic Shelf Registration Statement if the Company is then
eligible to file an Automatic Shelf Registration Statement on Form S-3 for
the purposes contemplated by this Agreement. 
If, at the time any Registration Statement is filed with the SEC, the
Company is eligible, pursuant to Rule 430B(b), to omit, from the
prospectus that is filed as part of such Registration Statement, the identities
of selling securityholders and amounts of securities to be registered on their
behalf, then the Company shall prepare and file such Registration Statement in
a manner as to permit such omission and to allow for the subsequent filing of
such information in a prospectus pursuant to Rule 424(b) under the Securities Act in the manner
contemplated by Rule 430B(d).


 


(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(l).


 


(c)           If the third
anniversary of the initial effective date of any Registration Statement (within
the meaning of Rule 415(a)(5) under the Securities Act) shall occur
at any time during the Effectiveness Period, file with the SEC, prior to such
third anniversary, a new Registration Statement covering the Registrable Securities,
in the manner contemplated by, and in compliance with, Rule 415(a)(6), and
use its best efforts 


 


9

















 


to cause such
new Registration Statement to become effective under the Securities Act as soon
as practicable, but in any event within 180 days after such third
anniversary.  Each such new Registration
Statement, if any, shall be deemed, for purposes of this Agreement, to be a
Subsequent Shelf Registration Statement.


 


(d)           If, at any time during
the Effectiveness Period, any Registration Statement shall cease to comply with
the requirements of the Securities Act with respect to eligibility for the use
of the form on which such Registration Statement was filed with the SEC (or if
such Registration Statement constituted an Automatic Shelf Registration
Statement at the time it was filed with the SEC and shall thereafter cease to
constitute an Automatic Shelf Registration Statement, or if the Company shall
have received, from the SEC, a notice, pursuant to Rule 401(g)(2) under
the Securities Act, of objection to the use of the form on which such
Registration Statement was filed with the SEC), (i) promptly give notice
to the Notice Holders and counsel for the Holders and for the Initial
Purchasers (or, if applicable, separate counsel for the Holders) and to the
Initial Purchasers and (ii) promptly file with the SEC a new Registration
Statement under the Securities Act, or a post-effective amendment to such
Registration Statement, to effect compliance with the Securities Act.  The Company shall use its best efforts to
cause such new Registration Statement or post-effective amendment to become
effective under the Securities Act as soon as practicable and shall promptly
give notice of such effectiveness to the Notice Holders and counsel for the
Holders and for the Initial Purchasers (or, if applicable, separate counsel for
the Holders) and to the Initial Purchasers. 
Each such new Registration Statement, if any, shall be deemed, for
purposes of this Agreement, to be a Subsequent Shelf Registration Statement.


 


(e)           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 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 


 


10

















 


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(l)), state that it
constitutes a Suspension Notice, in which event the provisions of Section 4(l)
shall apply.


 


(f)            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.


 


(g)           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(g) that, in the written opinion
of counsel for the Company, are not in compliance with applicable law.


 


(h)           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 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).


 


(i)            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 


 


11

















 


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.


 


(j)            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.


 


(k)           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.


 


(l)            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 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 


 


12

















 


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.


 


(m)          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 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 


 


13

















 


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.


 


(n)           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.


 


(o)           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.


 


(p)           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.


 


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


 


(r)            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.


 


(s)           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 


 


14

















 


the Registrable Securities
being sold) in order to expedite or facilitate disposition of such Registrable
Securities.


 


(t)            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 order to comply with this Agreement, (vi) fees
and disbursements of counsel for the Company 


 


15

















 


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 Baker Botts 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.  If the Company shall, pursuant to Rule 456(b),
defer payment of any registration fees due under the Securities Act with
respect to any Registration Statement, the Company agrees that it shall pay the
fees applicable to such Registration Statement within the time required by Rule 456(b)(1)(i) (without
reliance on the proviso to Rule 456(b)(1)(i)) and in compliance with Rule 456(b) and
Rule 457(r).


 


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 


 


16

















 


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 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 


 


17

















 


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 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 


 


18

















 


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.


 


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.  The Company shall use its best efforts to
remain eligible, pursuant to Rule 430B(b), to omit, from the prospectus
that is filed as part of a Registration Statement, the identities of selling
securityholders and amounts of securities to be registered on their behalf.


 


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 


 


19

















 


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 Notes deemed to be the Holders, for
purposes of this Section, of the number of outstanding shares of Underlying
Common Stock into which such Notes 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 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:


 


20

















 


Cameron
International 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:


 


Morgan
Stanley & Co. Incorporated 

1585 Broadway

New York, New York  10036

Attention:  Syndicate Department

Telecopy No.:  (212) 296-3146


 


with
a copy to (for informational purposes only):


 


Morgan
Stanley & Co. Incorporated 

1585 Broadway

New York, New York  10036

Attention:  Syndicate Department

Telecopy No.:  (212) 296-3146to:


 


Citigroup
Global Markets Inc.

388 Greenwich Street 

New York, New York  10013

Attention:  Legal Department

Telecopy No.:  (646) 291-5366


 


and
to:


 


J.
P. Morgan Securities Inc.

277 Park Avenue, 9th Floor

New York, New York  10172

Attention:  Syndicate

Telecopy No.:  (212) 622-8358


 


21

















 


with
a copy to:


 


Baker
Botts L.L.P..

910 Louisiana

Houston, Texas  77002

Attention:  David Kirkland

Telecopy No.:  (713) 229-1522


 


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.


 


(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 Notes 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 


 


22

















 


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.


 


[The Remainder of This Page Intentionally
Left Blank; Signature Page Follows]


 


23

















 


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


 


 


	
   

  	
  CAMERON INTERNATIONAL
  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/
  Franklin Myers

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Franklin Myers

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and

  	
   

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  	
   

  



 


 


Confirmed and accepted as of the date first above:


 


MORGAN STANLEY & CO. INCORPORATED


 


	
  By:

  	
  /s/ Carl F. Giesler, Sr.

  	
   

  
	
   

  	
  Name:

  	
  Carl F. Giesler, Sr.

  
	
   

  	
  Title:

  	
  Executive Director

  
				



 


 


CITIGROUP GLOBAL MARKETS INC.


 


	
  By:

  	
  /s/ Quinn P. Fanning

  	
   

  
	
   

  	
  Name:

  	
  Quinn P. Fanning

  
	
   

  	
  Title:

  	
  Managing Director

  
				



 


 


J. P. MORGAN SECURITIES INC.


 


	
  By:

  	
  /s/ Helen A. Carr

  	
   

  
	
   

  	
  Name:

  	
  Helen A. Carr

  
	
   

  	
  Title:

  	
  Managing Director

  
				



 


24