Exhibit 10.1


 


 


CAMERON INTERNATIONAL CORPORATION


 


$500,000,000 Aggregate Principal Amount


 


2.50% Convertible Senior Notes


 


due 2026


 


PURCHASE AGREEMENT


 


 


May 23, 2006


 

















 


PURCHASE AGREEMENT


 


May 23, 2006


 


MORGAN STANLEY & CO. INCORPORATED

CITIGROUP GLOBAL MARKETS INC.

J. P. MORGAN SECURITIES 


as Initial
Purchasers

c/o Morgan Stanley & Co. Incorporated


1585 Broadway


New York, New York  10036


 


Dear Sirs and Mesdames:


 


Cameron International
Corporation, a Delaware corporation (the “Company”), proposes to issue
and sell to you (the “Initial Purchasers”) $500,000,000 aggregate
principal amount of its 2.50% Convertible Senior Notes due 2026 (the “Firm
Notes”). In addition, the Company proposes to grant to the Initial
Purchasers the option to purchase from the Company up to an additional
$75,000,000 aggregate principal amount of the Company’s 2.5% Convertible Senior
Notes due 2026 (the “Additional Notes”). The Firm Notes and the
Additional Notes are herein collectively sometimes referred to as the “Notes”.


 


The Notes are to be issued
pursuant to an indenture (the “Indenture”) to be entered into at or
prior to the “time of purchase” (as defined herein), between the Company and
SunTrust Bank, as trustee (the “Trustee”). The Notes will be convertible
in accordance with their terms and the terms of the Indenture into cash and, if
applicable, shares of the common stock (the “Common Stock”) of the
Company, par value $0.01 per share (the “Shares”).


 


The Notes and the Shares
will be offered by the Company without being registered under the Securities
Act of 1933, as amended (the “Securities Act”), to persons reasonably
believed to be “qualified institutional buyers” in compliance with the
exemption from registration provided by Rule 144A under the Securities Act (“Rule
144A”).


 


The Initial Purchasers and
their direct and indirect transferees will be entitled to the benefits of a
Registration Rights Agreement to be entered into at or prior to the time of
purchase between the Company and the Initial Purchasers (the “Registration Rights
Agreement”).


 


The Company has furnished to
you, for use by you in connection with the offering of the Notes, copies of a
preliminary offering memorandum (the “Preliminary Memorandum”), and the
Company will, on or before the second business day after the date hereof,
prepare and furnish to you, for use by you in connection with the offering of
the Notes, a final offering memorandum (the “Final Memorandum” and, with
the Preliminary 


 

















 


Memorandum, each a “Memorandum”), each of
which Memoranda includes or will include, among other things, a description of
the terms of the Notes and the Shares, the terms of the offering and a
description of the Company. Any reference herein to the Preliminary Memorandum,
Final Memorandum or Memorandum shall be deemed to refer to and include the
documents, if any, incorporated by reference, or deemed to be incorporated by
reference, therein (the “Incorporated Documents”), including, unless the
context otherwise requires, the documents, if any, filed as exhibits to such
Incorporated Documents. Any reference herein to the terms “amend,” “amendment”
or “supplement” with respect to the any Memorandum shall be deemed to refer to
and include the filing with the Securities and Exchange Commission (the “Commission”)
of any document under the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder (collectively, the “Exchange Act”) on
or after the date of such Memorandum and deemed to be incorporated therein by
reference.


 


As used in this Agreement, “business day” shall
mean a day on which the New York Stock Exchange (the “NYSE”) is open for
trading. 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 term “or,” as used herein, is not exclusive.


 


This Agreement, the
Registration Rights Agreement, the Notes and the Indenture are hereinafter
sometimes referred to collectively as the “Operative Documents.”


 


The Company and the Initial
Purchasers agree as follows:


 


1.             Sale and Purchase:  Upon the basis of the representations and
warranties and subject to the other terms and conditions herein set forth, the
Company agrees to issue and sell to the respective Initial Purchasers and each
of the Initial Purchasers, severally and not jointly, agrees to purchase from
the Company, the aggregate principal amount of Firm Notes set forth opposite
the name of such Initial Purchaser in Schedule A attached hereto in
each case at a purchase price of 98.375% of the principal amount thereof.


 


In addition, the Company hereby grants to the several
Initial Purchasers the option (the “Manager’s Option”) to purchase from
time to time, and upon the basis of the representations and warranties and
subject to the terms and conditions herein set forth, the Initial Purchasers
shall have the right to purchase, severally and not jointly, from the Company,
ratably in accordance with the aggregate principal amount of Firm Notes to be
purchased by each of them, all or a portion of the Additional Notes, at a
purchase price of 98.375%
of the principal amount thereof, plus accrued interest, if any, from the “time
of purchase” (as hereinafter defined) to the “additional time of purchase” (as
hereinafter defined), such accrued interest to be calculated in the same manner
and at the same rate at which interest accrues on the Notes in accordance with
their terms and the terms of the Indenture. The Manager’s Option may be exercised
by Morgan Stanley & Co. Incorporated (“Morgan Stanley”) on behalf of
the several Initial Purchasers at any time and from time to time on or before
the thirtieth day following the date of the Final Memorandum by written notice
to the Company. Such notice shall set forth the aggregate principal amount of 


 


2

















 


Additional
Notes as to which the Manager’s Option is being exercised and the date and time
when the Additional Notes are to be delivered (any such date and time being
herein referred to as an “additional time of purchase”); provided,
however, that no additional time of purchase shall be earlier than the “time
of purchase” (as defined below) nor earlier than the second business day after
the date on which the Manager’s Option shall have been exercised nor later than
the tenth business day after the date on which the Manager’s Option shall have
been exercised. The principal amount of Additional Notes to be sold to each
Initial Purchaser shall be the principal amount which bears the same proportion
to the aggregate principal amount of Additional Notes being purchased as the
principal amount of Firm Notes set forth opposite the name of such Initial
Purchaser on Schedule A hereto bears to the aggregate principal amount
of Firm Notes, subject to adjustment in accordance with Section 9 hereof.


 


2.             Payment and Delivery:  Payment of the purchase price for the Firm
Notes shall be made to the Company by Federal Funds wire transfer, against
delivery of the Firm Notes to you through the facilities of The Depository
Trust Company (“DTC”) for the respective accounts of the Initial
Purchasers. Such payment and delivery shall be made at 9:00 A.M., central
standard time, on May 26, 2006 (unless another time shall be agreed to by you
and the Company or unless postponed in accordance with the provisions of
Section 9 hereof). The time at which such payment and delivery are to be made
is hereinafter sometimes called the “time of purchase.”  Electronic transfer of the Firm Notes shall
be made to you at the time of purchase in such names and in such denominations
as you shall specify.


 


Payment of the purchase
price for the Additional Notes shall be made at the additional time of purchase
in the same manner and at the same office and time of day as the payment for
the Firm Notes. Electronic transfer of the Additional Notes shall be made to
you at the additional time of purchase in such names and in such denominations
as you shall specify.


 


For the purpose of expediting
the checking of the certificates for the Notes by you, the Company agrees to
make such certificates available to you for such purpose at least one full
business day preceding the time of purchase or the additional time of purchase,
as the case may be.


 


Deliveries of the documents
described in Section 7 hereof with respect to the purchase of the Notes shall
be made at the offices of Baker Botts L.L.P. at 910 Louisiana, Houston, Texas,
at 8:00 A.M., central standard time, on the date of the closing of the purchase
of the Firm Notes or the Additional Notes, as the case may be.


 


3.             Representations
and Warranties of the Company:  The
Company represents and warrants to and agrees with each of the Initial
Purchasers that:


 


(a)           At no time during the period that begins on the date of
the Preliminary Memorandum and ends at the time of purchase did or will the
Preliminary Memorandum, as then amended or supplemented and when taken together
with the Term Sheet, include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; at no
time during the period that begins 


 


3

















 


on the date of the Final Memorandum and ends at the later of the time
of purchase, the latest additional time of purchase, if any, and the last time
at which the Final Memorandum, as then amended or supplemented, is delivered in
connection with an initial resale of any Notes by any Initial Purchaser will
the Final Memorandum, as then amended or supplemented, include an untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that the Company makes
no representation or warranty in this Section 3(a) with respect to any
statement contained in either Memorandum in reliance upon and in conformity
with information concerning an Initial Purchaser and furnished in writing by or
on behalf of such Initial Purchaser through Morgan Stanley to the Company
expressly for use in such Memorandum; each Incorporated Document, at the time
such document was filed, or will be filed, with the Commission or at the time
such document became or becomes effective, as applicable, complied or will
comply, in all material respects, with the requirements of the Exchange Act and
did not or will not, as applicable, include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. The “Term Sheet” means the term sheet attached as Exhibit
D hereto.


 


(b)           Prior to the
execution of this Agreement, the Company has not, directly or indirectly,
offered or sold any Notes by means of, or used, in connection with the offer or
sale of the Notes, any material or communication that would, assuming the Notes
were to be offered publicly, constitute a “prospectus” (within the meaning of
the Act), in each case other than the Preliminary Memorandum.


 


(c)           All of the issued
and outstanding shares of capital stock, including Common Stock, of the Company
have been duly authorized and validly issued and are fully paid and
non-assessable, have been issued in compliance with all federal and state
securities laws and were not issued in violation of any statutory or
contractual preemptive rights, resale rights, rights of first refusal or
similar rights.


 


(d)           The subsidiaries of
the Company (the “subsidiaries”), other than Cooper Cameron (UK)
Limited, Cooper Cameron Canada Corporation, Cameron France SAS, Cooper Cameron
(Singapore) Pte. Ltd., Cooper Cameron Valves Italy Srl, Cameron International
Holding Corp., Cooper Cameron Holding (Cayman) Limited, Cameron Holding
(Luxembourg) SARL and Cameron (Luxembourg) SARL (each, a “Principal Subsidiary”),
(i) do not, individually or in the aggregate, account for more than 20% of the
Company and its subsidiaries’ customer sales, (ii) do not, individually or in
the aggregate, provide more than 20% of the Company and its subsidiaries’
income from continuing operations before income taxes, extraordinary items and
cumulative effect of a change in accounting principle, and (iii) do not,
individually or in the aggregate, account for more than 20% of the total assets
of the Company and its subsidiaries after the elimination of intercompany items.
Except as set forth in the Preliminary Memorandum and the Final Memorandum, all
of the 


 


4

















 


issued and outstanding shares of capital stock or other equity
interests of each Principal Subsidiary have been duly authorized and validly
issued and are fully paid and nonassessable. All shares of capital stock or
other equity interests of the Principal Subsidiaries that are owned of record
directly by the Company or indirectly by a wholly owned subsidiary of the
Company are owned free and clear of any lien, security interest, pledge,
charge, encumbrance, mortgage, equity, claim or adverse interest of any nature
(each a “Lien”); none of the outstanding shares of capital stock or
other equity interests of any such Principal Subsidiary was issued in violation
of any preemptive or similar rights or the charter or bylaws or other organizational
documents of the Company or such Principal Subsidiary or any agreement to which
the Company or such Principal Subsidiary is a party. Except as set forth in the
Preliminary Memorandum and the Final Memorandum, there are no outstanding subscriptions,
rights, warrants or options to acquire, or instruments convertible into or
exchangeable for, any shares of capital stock or other equity interest of the
Principal Subsidiaries.


 


(e)           The Company and each
Principal Subsidiary has been duly incorporated, organized or formed as a
corporation, partnership or other entity, is validly existing in good standing
under the laws of its respective jurisdiction of incorporation, organization or
formation and has all requisite power and authority to carry on its business as
it is currently being conducted as described in the Preliminary Memorandum and
the Final Memorandum and to own, lease, license and operate its respective
properties in accordance with its business as currently conducted. The Company
and each Principal Subsidiary is duly registered and qualified and in good
standing as a foreign corporation, partnership or other entity authorized to do
business in each jurisdiction in which the conduct of its business or its
ownership or leasing of property requires such registration or qualification,
except where the failure to be so registered or qualified would not,
individually or in the aggregate, result in a Material Adverse Effect. A “Material
Adverse Effect” means any material adverse effect on the business,
condition (financial or other), properties, results of operations, earnings or
business prospects of the Company and its subsidiaries, taken as a whole.


 


(f)            The Company has all
requisite power and authority to execute, deliver and perform all of its
obligations under the Operative Documents and to consummate the transactions
contemplated by the Operative Documents to be consummated on its part and,
without limitation, the Company has all requisite power and authority to issue,
sell and deliver the Notes.


 


(g)           This Agreement has
been duly and validly authorized, executed and delivered by the Company and
when executed and delivered by the Company and by you will be a legal, valid
and binding agreement of the Company, enforceable in accordance with its terms.


 


(h)           The Indenture has
been duly and validly authorized by the Company and, when duly executed and
delivered by the Company (assuming the due 


 


5

















 


authorization, execution and delivery thereof by the Trustee), will
constitute a legal, valid and binding obligation of the Company, enforceable
against it in accordance with its terms, except as enforcement thereof may be
limited by applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or similar laws affecting the enforcement of creditors’
rights generally and by general principles of equity.


 


(i)            The Registration
Rights Agreement has been duly authorized by the Company and when executed and
delivered by the Company and duly authorized, executed and delivered by the
Initial Purchasers will be a legal, valid and binding agreement of the Company,
and will entitle the holders of the Notes to the benefits thereof and
enforceable in accordance with its terms, except as (i) the enforceability
thereof may be limited by applicable bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or similar laws affecting creditors’ rights
generally and general principles of equity and (ii) rights to indemnity and
contribution may be limited by applicable law.


 


(j)            The Notes have been
duly and validly authorized for issuance and sale to the Initial Purchasers by
the Company and, when executed by the Company and authenticated by the Trustee
in accordance with the Indenture and delivered by the Company against payment
by the Initial Purchasers in accordance with the terms of this Agreement, the
Notes will have been validly issued and delivered, will be legal, valid and
binding obligations of the Company, entitled to the benefits of the Indenture
and enforceable against the Company in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or similar laws affecting the enforcement of creditors’
rights generally and by general principles of equity. The Shares initially
issuable upon conversion of the Notes have been duly authorized and validly
reserved for issuance upon conversion of the Notes, and upon conversion of the
Notes in accordance with their terms and the terms of the Indenture will be
issued free of statutory and contractual preemptive rights and are sufficient
in number to meet the current conversion requirements, and such Shares, when so
issued upon such conversion in accordance with the terms of the Indenture, will
be duly and validly issued and fully paid and non-assessable.


 


(k)           The Notes, the
Registration Rights Agreement, the Indenture and the capital stock of the
Company, including the Shares, conform in all material respects to each
description thereof contained or incorporated by reference in the Preliminary
Memorandum and the Final Memorandum.


 


(l)            None of the Company
or any Principal Subsidiary is (i) in violation of its charter, bylaws or
other constitutive and governing documents, (ii) in default (or, with
notice or lapse of time or both, would be in default) in the performance or
observance of any obligation, agreement, covenant or condition contained in any
bond, debenture, note, indenture, mortgage, deed of trust, loan or credit
agreement, or 


 


6

















 


other evidence of indebtedness, or any lease, license, franchise
agreement, authorization, permit, certificate or other agreement or instrument
to which any of them is a party or by which any of them is bound or to which
any of their assets or properties is subject (collectively, “Agreements and
Instruments”), or (iii) in violation of any law, statute, rule,
regulation, judgment, order or decree of any domestic or foreign court with
jurisdiction over any of them or any of their assets or properties or other
governmental or regulatory authority, agency or other body, except as, in the
case of clauses (ii) and (iii) herein, would not, either individually or in the
aggregate, have a Material Adverse Effect. There exists no condition that, with
notice, the passage of time or otherwise, would constitute a default by the
Company or any Principal Subsidiary under any such document or instrument or
result in the imposition of any penalty or the acceleration of any
indebtedness, other than penalties, defaults or conditions that would not have
a Material Adverse Effect.


 


(m)          The execution,
delivery and performance by the Company of the Operative Documents, including
the consummation of the offer and sale of the Notes, does not or will not
violate, conflict with or constitute a breach of any of the terms or provisions
of, or a default under (or an event that with notice or the lapse of time, or
both, would constitute a default), or require consent under, or result in the
creation or imposition of a lien, charge or encumbrance on any property or
assets of the Company or any Principal Subsidiary or an acceleration of any
indebtedness of the Company or any Principal Subsidiary pursuant to,
(i) the charter, bylaws or other constitutive documents of the Company or
any Principal Subsidiary, (ii) any Agreements and Instruments, (iii) any
law, statute, rule or regulation applicable to the Company or any of its subsidiaries
or their respective assets or properties or (iv) any judgment, order or
decree of any domestic or foreign court or governmental agency or authority
having jurisdiction over the Company or any of its subsidiaries or their respective
assets or properties, except as, in the case of clauses (ii) and (iv), would
not, either individually or in the aggregate, (A) have a Material Adverse
Effect or (B) interfere with or adversely affect the issuance of the Notes
in any jurisdiction or adversely affect the consummation of the transactions
contemplated by any of the Operative Documents.


 


(n)           No approval,
authorization, consent or order of, or filing, registration, qualification,
license or permit of or with, any federal, state, local or foreign court or governmental
agency, body or administrative agency, or of or with the rules of the New York
Stock Exchange, or approval of stockholders of the Company, is required to be
obtained or made by the Company for the execution, delivery and performance by
the Company of the Operative Documents, including the consummation of any of
the transactions contemplated thereby, except (i) such as have been or
will be obtained or made on or prior to the time of purchase in connection with
the issuance of the Notes, (ii) such as may be required under state
securities or blue sky laws, (iii) as may be required by federal and state
securities laws with respect to the Company’s obligations under the
Registration Rights Agreement and the listing of the Shares on the New York
Stock Exchange in connection therewith, or (iv) those for which the
failure to obtain would not, either individually or in the aggregate,
(A) have a Material 


 


7

















 


Adverse Effect or (B) interfere with or adversely affect the
issuance of the Notes in any jurisdiction or adversely affect the consummation
of the transactions contemplated by any of the Operative Documents.


 


(o)           Except as described
in the Preliminary Memorandum and the Final Memorandum, (i) no person has any
preemptive rights or similar rights to purchase any shares of Common Stock or
shares of any other capital stock or other equity interests of the Company,
whether as a result of the sale of the Notes as contemplated hereby or
otherwise, and (ii) no person has the right to act as an initial purchaser or
as a financial advisor to the Company in connection with the offer and sale of
the Notes. Except as described in the Preliminary Memorandum and the Final
Memorandum and except pursuant to the Registration Rights Agreement, no person
has the right, contractual or otherwise, to require the Company to register any
securities with the Commission, whether in the registration statement to be
filed with the Commission pursuant to the Registration Rights Agreement or
otherwise, and whether as a result of the sale of the Notes as contemplated
hereby or otherwise.


 


(p)           Except as described
in the Preliminary Memorandum and the Final Memorandum, there is no action,
suit, claim, investigation or proceeding before or by any court, arbitrator or
governmental agency, board, authority, body or official, domestic or foreign,
now pending or, to the knowledge of the Company, threatened or contemplated to
which the Company or any of its subsidiaries is a party or to which the business,
assets or property of such entity is subject, except such as, if determined adversely
to the Company or such subsidiary, would not, either individually or in the
aggregate, (i) have a Material Adverse Effect or (ii) interfere with or adversely
affect the issuance of the Notes in any jurisdiction or adversely affect the
consummation of the transactions contemplated by any of the Operative Documents.
Every request of any securities authority or agency of any jurisdiction for
additional information with respect to the Notes that has been received by the
Company or its counsel prior to the date hereof has been, or will prior to the
time of purchase be, complied with in all material respects.


 


(q)           Except as described
in the Preliminary Memorandum and the Final Memorandum, the Company and each
Principal Subsidiary (i) is in compliance with, or not subject to costs or
liabilities under, any and all local, state, provincial, federal and foreign
laws, regulations, rules of common law, orders and decrees, as in effect as of
the date hereof, and any present judgments and injunctions issued or
promulgated thereunder relating to pollution or protection of public and
employee health and safety, the environment or hazardous or toxic substances or
wastes, pollutants or contaminants applicable to it or its business or
operations or ownership or use of its property (“Environmental Laws”),
(ii) possesses all permits, licenses or other approvals required under
applicable Environmental Laws, and is in compliance with all terms and
conditions of any such permit, license or other approval, and (iii) except as
set forth in the Preliminary Memorandum and the Final Memorandum, has not
received notice of any actual or potential liability for the investigation or
remediation 


 


8

















 


of any disposal or release of hazardous or toxic substances or wastes,
pollutants or contaminants, except in each case where liability or other
consequences arising out of the matters referred to in clauses (i) through
(iii) above would not, individually or in the aggregate, have a Material Adverse
Effect. There has been no spill, discharge, leak, emission, injection, escape,
dumping or release of any kind onto any property now or previously owned or
leased by the Company or any of its subsidiaries or into the environment
surrounding such property of any solid wastes or hazardous substances due to or
caused by the Company or any of its subsidiaries, except for any such spill, discharge,
leak, emission, injection, escape, dumping or release which would not,
individually or in the aggregate, have a Material Adverse Effect. There are no
costs or liabilities associated with Environmental Laws (including, without
limitation, any capital or operating expenditures required for clean-up,
closure of properties or compliance with Environmental Laws or any permit,
license or approval, any related constraints on operating activities and any
potential liabilities to third parties) which would, individually or in the
aggregate, have a Material Adverse Effect. For purposes of this provision, the
terms “hazardous substances” and “solid wastes” shall have the meanings
specified in any applicable Environmental Laws.


 


(r)            Except as otherwise
set forth in the Preliminary Memorandum and the Final Memorandum or such as
would not have a Material Adverse Effect, each of the Company and its
subsidiaries has good and marketable title to all property (real and personal)
described or incorporated by reference into the Preliminary Memorandum and the
Final Memorandum as being owned by it, free and clear of all Liens, except
Liens for taxes not yet due and payable and Liens described in the Preliminary
Memorandum and the Final Memorandum. All the property described in the
Preliminary Memorandum or the Final Memorandum or a document incorporated by
reference into either the Preliminary Memorandum or the Final Memorandum, as
being held under lease by the Company or any of its subsidiaries is held by
such entity under valid, subsisting and enforceable leases, except as would not
have a Material Adverse Effect.


 


(s)           The Company and each
subsidiary has filed on a timely basis all necessary federal, state, local and
foreign income, franchise and other tax returns (other than returns being
contested in good faith or as to which the failure to file would not have a
Material Adverse Effect) and have paid all taxes shown thereon as due (other
than those being contested in good faith or which are currently payable without
penalty or interest), and the Company has no knowledge of any tax deficiency
which has been or might be asserted against the Company or any subsidiary
except as would not have a Material Adverse Effect; all material tax liabilities
are adequately provided for within the financial statements of the Company in
accordance with United States generally accepted accounting principles (“GAAP”).


 


(t)            None of the Company
or any of its subsidiaries is and, after giving effect to the offering and sale
of the Notes and the application of the proceeds thereof as described in the
Preliminary Memorandum and the Final Memorandum will be, 


 


9

















 


required to register as an “investment company” or a company “controlled”
by an “investment company” incorporated in the United States within the meaning
of the Investment Company Act of 1940, as amended.


 


(u)           The Company and each
of the Principal Subsidiaries maintains a system of internal accounting
controls sufficient to provide reasonable assurance that:  (i) transactions are executed in
accordance with management’s general or specific authorizations;
(ii) transactions are recorded as necessary to permit preparation of its
financial statements in conformity with GAAP and to maintain accountability for
assets; (iii) access to assets is permitted only in accordance with
management’s general or specific authorization; and (iv) the recorded accountability
for its assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences. Since December 31,
2005, there have been no significant changes in internal controls or in other
factors that could materially affect the Company’s or any Principal Subsidiary’s
internal controls over financial reporting.


 


(v)           The Company has
established and maintains disclosure controls and procedures (as such term is
defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure
controls and procedures (i) are designed to ensure that material information
relating to the Company, including its consolidated subsidiaries, is made known
to the Company’s Chief Executive Officer and its Chief Financial Officer by
others within those entities, particularly during the period in which the
Annual Report on Form 10-K for the year ended December 31, 2005 was being
prepared; (ii) have been evaluated for effectiveness as of the end of the
periods covered by the Company’s Annual Report on Form 10-K for the year ended
December 31, 2005; and (iii) are effective to perform the functions for which
they were established.


 


(w)          Based on the
evaluation of its disclosure controls and procedures as of the end of the
period covered by the Annual Report on Form 10-K for the year ended December
31, 2005, and other than as has been disclosed to the Company’s auditors and
the audit committee of the board of directors of the Company, the Company is
not aware of (i) any significant deficiency in the design or operation of
internal controls which could adversely affect its ability to record, process,
summarize and report financial data or any material weaknesses in internal
controls; or (ii) any fraud, whether or not material, that involves management
or other employees who have a significant role in the internal controls of the
Company.


 


(x)            Except as would not
have a Material Adverse Effect, (i) the Company and each of its
subsidiaries are insured by insurers of recognized financial responsibility
against such losses and risks and in such amounts as are prudent and customary
in the businesses in which they are engaged, (ii) all policies of
insurance insuring the Company or any its subsidiaries or their respective
businesses, assets, employees, officers and directors are in full force and
effect and (iii) the Company and its subsidiaries are in compliance with
the terms of such policies and instruments. There are no claims by the Company
or any of its subsidiaries under any such policy 


 


10

















 


or instrument as to which any insurance company is denying liability or
defending under a reservation of rights clause. Neither the Company nor any
subsidiary has been refused any insurance coverage sought or applied for,
except in each case as set forth in the Preliminary Memorandum and the Final
Memorandum. Neither the Company nor any subsidiary has any reason to believe
that it will not be able to renew its existing insurance coverage as and when
such coverage expires or to obtain similar coverage from similar insurers as
may be necessary to continue its business at a cost that would not have a
Material Adverse Effect, except as set forth in the Preliminary Memorandum and
the Final Memorandum.


 


(y)           Since December 31,
2005, except as set forth or incorporated by reference in the Preliminary
Memorandum and the Final Memorandum, (i) none of the Company or any of its
subsidiaries has (A) incurred any liabilities or obligations, direct or
contingent, that would have a Material Adverse Effect, or (B) entered into any
material transaction not in the ordinary course of business, (ii) there has
been no material adverse change or any development involving a prospective material
adverse change in the business, properties, management, condition (financial or
otherwise), earnings or results of operations of the Company and its
subsidiaries, taken as a whole, and (iii) there has been no dividend or
distribution of any kind declared, paid or made by the Company on any class of
its capital stock except in a manner consistent with past practices.


 


(z)            None of the Company
or any of its subsidiaries (or any agent thereof acting on their behalf other
than the Initial Purchasers, as to whom the Company makes no representation)
has taken, and none of them will take (other than the Initial Purchasers, as to
whom the Company makes no representation), any action that would cause this
Agreement or the issuance or sale of the Notes to violate Regulations T, U
or X of the Board of Governors of the Federal Reserve System or analogous
foreign laws and regulations, in each case as in effect, or as the same may
hereafter be in effect, at the time of purchase of the Notes.


 


(aa)         Ernst & Young
LLP, who has certified or shall certify the audited financial statements
included or to be included as part of or incorporated by reference in the
Preliminary Memorandum and the Final Memorandum is an independent accountant
within the meaning of the Securities Act. The historical financial statements
and the notes and schedules thereto included in or incorporated by reference in
the Preliminary Memorandum and the Final Memorandum present fairly in all
material respects the consolidated financial position and results of operations
of the Company and its subsidiaries at the respective dates and for the
respective periods indicated. Such financial statements have been prepared in
accordance with GAAP applied on a consistent basis throughout the periods
presented (except as disclosed in the Preliminary Memorandum and the Final
Memorandum, including the documents incorporated by reference therein). The
other financial and statistical information and data included in or incorporated
by reference in the Preliminary Memorandum and the Final Memorandum are accurately
presented in all material respects and prepared on a 


 


11

















 


basis consistent with the financial statements and the books and
records of the Company and its subsidiaries.


 


(bb)         Except as would not
have a Material Adverse Effect, each of the Company and its subsidiaries own or
possess the right to use all patents, trademarks (both registered and
unregistered), trademark registrations, service marks, service mark
registrations, trade names, copyrights, licenses, inventions, trade secrets and
other intellectual property rights described in the Preliminary Memorandum and
the Final Memorandum as being owned by them or any of them or necessary for the
conduct of their respective businesses, and the Company is not aware of any
claims to the contrary or any challenge by any other entity to the rights of
the Company and its subsidiaries with respect to any of the foregoing.


 


(cc)         Except as described
in the Preliminary Memorandum and the Final Memorandum, there are no contracts,
agreements or understandings between the Company or any subsidiaries and any
other entity other than the Initial Purchasers that would give rise to a valid
claim against the Company, any of its subsidiaries or the Initial Purchasers
for a brokerage commission, finder’s fee or like payment in connection with the
issuance, purchase and sale of the Notes.


 


(dd)         Except as would not have
a Material Adverse Effect, each of the Company and its subsidiaries has
fulfilled its obligations, if any, under the minimum funding standards of
Section 302 of the United States Employee Retirement Income Security Act of
1974 (“ERISA”) and the regulations and published interpretations
thereunder with respect to each “plan” (as defined in Section 3(3) of ERISA and
such regulations and published interpretations) in which employees of the
Company and its subsidiaries are eligible to participate and each such plan is
in compliance with the presently applicable provisions of ERISA and such
regulations and published interpretations. Except as would not have a Material
Adverse Effect, the Company and its subsidiaries have not incurred any unpaid
liability to the Pension Benefit Guaranty Corporation (other than for the
payment of premiums in the ordinary course) or to any such plan under Title IV
of ERISA.


 


(ee)         No labor problem or
dispute with any of the employees of the Company or any of its subsidiaries
exists or is threatened or imminent, nor is the Company aware of any existing
or imminent labor disturbance by the employees of any of its or its
subsidiaries principal suppliers, contractors or customers, that could have a
Material Adverse Effect, except as set forth in the Preliminary Memorandum and
the Final Memorandum.


 


(ff)           The principal
executive officer and principal financial officer of the Company have made all
certifications required by the Sarbanes-Oxley Act of 2002 or any related rules
and regulations promulgated by the Commission, and the statements contained in
any such certification are true and correct in all material respects.


 


12

















 


(gg)         The statistical and
market-related data and forward-looking statements (within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act) included
in the Preliminary Memorandum and the Final Memorandum are based on or derived
from sources that the Company believes to be reliable and accurate in all
material respects and represent its good faith estimates that are made on the
basis of data derived from such sources.


 


(hh)         When the Notes are
issued pursuant to this Agreement, the Notes will not be of the same class
(within the meaning of Rule 144A) as securities that are listed on a national
securities exchange registered pursuant to Section 6 of the Exchange Act or
quoted in a U.S. automated inter-dealer quotation system.


 


(ii)           Neither the Company
nor any Affiliate (as defined in Rule 501(b) of Regulation D under the
Securities Act) (i) sold, offered for sale, solicited offers to buy or
otherwise negotiated in respect of, any security (as defined in the Securities
Act) which is or would be integrated with the sale of the Notes in a manner
that would require the registration under the Securities Act of the Notes or
(ii) offered, solicited offers to buy or sold the Notes by any form of general
solicitation or general advertising (as those terms are used in Regulation D
under the Securities Act) or in any manner involving a public offering within
the meaning of Section 4(2) of the Securities Act.


 


(jj)           It is not necessary
in connection with the offer, sale and delivery of the Notes to the Initial
Purchasers pursuant to this Agreement to register the Notes or the Shares
deliverable upon conversion of the Notes under the Securities Act or to qualify
the Indenture under the Trust Indenture Act of 1939, as amended.


 


(kk)         The Company is
subject to requirements of the sanctions program implemented and administered
by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”),
including without limitation, 31 CFR Parts 500-600 (“OFAC Sanctions Programs”).
The Company consults from time to time with knowledgeable counsel regarding its
compliance with the OFAC Sanctions Program. The Company has undertaken
commercially reasonable efforts to comply with the OFAC Sanctions Program. None
of the Company, any of its subsidiaries or, to the knowledge of the Company,
any director, officer, agent, employee or Affiliate of the Company or any of
its subsidiaries is currently subject to any U.S. sanctions administered by
OFAC, and the Company will not expend any of its funds, or lend, contribute or
otherwise make available such funds to any subsidiary, joint venture partner or
other person or entity, for the purpose of financing the activities of any such
person in violation of the OFAC Sanctions Program.


 


In addition, any certificate signed by any officer of
the Company or any of the Principal Subsidiaries and delivered to the Initial
Purchasers or counsel for the Initial Purchasers in connection with the offer
and sale of the Notes pursuant to this Agreement shall 


 


13

















 


be
deemed to be a representation and warranty by the Company or Principal
Subsidiary, as the case may be, as to matters covered thereby, to the Initial
Purchasers.


 


4.             Representations
and Warranties of the Initial Purchasers. The Initial Purchasers propose to
offer the Notes for sale upon the terms and conditions set forth in this
Agreement, and each Initial Purchaser hereby, severally and not jointly,
represents and warrants to and agrees with the Company that:


 


(a)           They will offer and
sell the Notes only to persons whom they reasonably believe are “qualified
institutional buyers” (“QIBs”) within the meaning of Rule 144A in
transactions meeting the requirements of Rule 144A and that, in purchasing such
Notes, are deemed to have represented and agreed as provided in the Final
Memorandum under the caption “Notice to Investors.”


 


(b)           Each Initial
Purchaser is a QIB within the meaning of Rule 144A.


 


(c)           Each Initial
Purchaser has not and will not directly or indirectly, solicit offers in the
United States for, or offer or sell, the Notes by any form of general
solicitation, general advertising (as such terms are used in Regulation D) or
in any manner involving a public offering within the meaning of Section 4(2) of
the Securities Act.


 


5.             Certain Covenants of the Company:  The Company hereby agrees:


 


(a)           The Company will
prepare the Final Memorandum in a form approved by the Initial Purchasers and
will make no amendment or supplement to the Final Memorandum to which the
Initial Purchasers reasonably object.


 


(b)           Promptly, from time
to time, the Company will take such action as the Initial Purchasers may
reasonably request to qualify the Notes and the Shares for offering and sale
under the securities laws of such jurisdictions as the Initial Purchasers may
request and will comply with such laws so as to permit the continuance of sales
and dealing therein in such jurisdictions for as long as may be necessary to
complete the distribution of the Notes; provided, that in connection
therewith the Company shall not be required to qualify as a foreign corporation,
to file a general consent to service of process or subject itself to any tax in
any such jurisdiction where it is not now so qualified or subject.


 


(c)           The Company will
furnish the Initial Purchasers with as many copies of the Final Memorandum, any
documents incorporated by reference therein and any amendment or supplement
thereto as the Initial Purchasers may from time to time reasonably request, and
if, at any time prior to the completion of the resale of the Notes by the
Initial Purchasers, any event shall have occurred as a result of which the
Final Memorandum as then amended or supplemented would include an 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 


 


14

















 


made when such Final Memorandum is delivered, not misleading, or, if
for any other reason it shall be necessary or desirable during such same period
to amend or supplement the Final Memorandum, the Company will notify the
Initial Purchasers and upon the request of the Initial Purchasers will prepare
and furnish without charge to the Initial Purchasers and to any dealer in
securities as many copies as the Initial Purchasers may from time to time
reasonably request of an amended Final Memorandum or a supplement to the Final
Memorandum which will correct such statement or omission or effect such
compliance.


 


(d)           During the period
beginning from the date hereof and continuing until the date 90 days after the
date of the Final Memorandum, the Company will not, without the prior written
consent of Morgan Stanley issue, offer, sell, contract to sell, hypothecate,
pledge, grant or sell any option, right or warrant to purchase, or otherwise
dispose of, or contract to dispose of, any Shares, any securities substantially
similar to the Notes or the Common Stock, any securities that are convertible
into or exchangeable for shares of Common Stock and any debt securities or any
securities that are convertible into or exchangeable for the Notes or such
other debt securities, or file or cause to be declared effective a registration
statement under the Securities Act relating to the offer and sale of any
Shares, any securities substantially similar to the Notes or the Common Stock,
any securities that are convertible into or exchangeable for shares of Common
Stock and debt securities or any securities that are convertible into or
exchangeable for the Notes or such other debt securities (other than (i) the
issuance of the Notes; (ii) the issuance of Shares upon conversion of the
Notes; (iii) the issuance of shares of Common Stock upon conversion or exercise
of convertible or exercisable or exchangeable securities outstanding as of the
date of this Agreement or (iv) the issuance of shares of Common Stock or
options pursuant to employee stock option or employee stock purchase plans
existing on, or upon exercise of warrants outstanding as of, the date of this
Agreement), or enter into any swap or other agreement that transfers, in whole
or in part, any of the economic consequences of ownership of the Common Stock
or Notes irrespective of whether any transaction mentioned above is to be
settled by delivery of the Common Stock, the Notes or other securities, in cash
or otherwise.


 


(e)           At any time when the
Company is not subject to Section 13 or 15(d) of the Exchange Act and so long
as any of the Notes (or Shares issued upon conversion thereof) are “restricted
securities” within the meaning of Rule 144(a)(3) under the Securities Act, for
the benefit of holders from time to time of the Notes, the Company will furnish
at its expense, upon request, to holders and beneficial owners of Notes and
prospective purchasers of Notes information satisfying the requirements of
subsection (d)(4)(i) of Rule 144A.


 


(f)            The Company will
use its best efforts to cause the Notes to be eligible for trading in PORTAL.


 


15

















 


(g)           For so long as the
Notes remain outstanding, the Company will furnish to the Initial Purchasers
copies of all reports or other communications (financial or other) furnished to
stockholders of the Company, and will deliver, or make available via the
Commission’s Electronic Data, Gathering, Analysis and Retrieval (EDGAR) System,
to the Initial Purchasers (i) as soon as they are available, copies of any
reports and financial statements furnished to or filed by the Company with the
Commission or any securities exchange on which the Notes or any class of securities
of the Company is listed; and (ii) such additional public information
concerning the business and financial condition of the Company as the Initial
Purchasers may from time to time reasonably request (such financial information
to be on a consolidated basis to the extent the accounts of the Company and the
Subsidiaries are consolidated in reports furnished to its stockholders
generally or to the Commission).


 


(h)           The Company will use
the net proceeds received by it from the sale of the Notes pursuant to this
Agreement in the manner specified in the Preliminary Memorandum and the Final
Memorandum under the caption “Use of Proceeds.”


 


(i)            The Company will
reserve and keep available at all times free of preemptive rights, Shares for
the purpose of enabling the Company to satisfy any obligations to issue Shares
upon conversion of the Notes.


 


(j)            The Company will
use its best efforts to list, as promptly as practicable but in no event later
than the time that the registration statement is declared effective in accordance
with the Registration Rights Agreement, and subject to notice of issuance, the
Shares on the New York Stock Exchange.


 


(k)           Whether or not the
transactions contemplated in this Agreement are consummated or this Agreement
is terminated, the Company will pay or cause to be paid all expenses incident
to the performance of its obligations under this Agreement, including, without
limitation, (i) the fees, disbursements and expenses of the Company’s counsel
and the Company’s accountants in connection with the issuance and sale of the
Notes and all other fees and expenses in connection with the preparation of
each Memorandum and all amendments and supplements thereto, including all
printing costs associated therewith, and the furnishing of copies thereof to
the Initial Purchasers and to dealers (including costs of mailing and
shipment), (ii) all costs related to the preparation, issuance, execution,
authentication and delivery of the Notes and the Shares, (iii) all costs
related to the transfer and delivery of the Notes to the Initial Purchasers,
including any transfer or other taxes payable thereon, (iv) all expenses in
connection with the qualification of the Notes and the Shares for offering and
sale under state laws and the cost of printing and furnishing of copies of any
blue sky or legal investment memorandum to the Initial Purchasers and to
dealers (including filing fees and the fees and disbursements of counsel for
the Initial Purchasers in connection with such qualification and in connection
with such blue sky or legal investment memorandum), (v) any fees payable to
investment rating agencies with respect to the rating of the Notes, (vi) the
costs and charges of the Trustee and 


 


16

















 


any transfer agent, registrar or depositary, (vii) the fees and
expenses, if any, incurred in connection with the admission of the Notes for
trading in PORTAL or any appropriate market system, (viii) the costs and
expenses of the Company relating to investor presentations on any “road show”
undertaken in connection with the marketing of the offering of the Notes,
including, without limitation, expenses associated with the production of road
show slides and graphics, fees and expenses of any consultants engaged in
connection with the road show presentations with the prior approval of the
Company, travel and lodging expenses of the representatives and officers of the
Company and any such consultants, and the cost of any aircraft chartered in
connection with the road show, and (ix) all other costs and expenses incident
to the performance of the Company’s obligations hereunder for which provision
is not otherwise made in this Section 5(k).


 


(l)            Neither the Company
nor any Affiliate will sell, offer for sale or solicit offers to buy or
otherwise negotiate in respect of any security (as defined in the Securities
Act) which could be integrated with the sale of the Notes in a manner which
would require the registration under the Securities Act of the offer and sale
of the Notes pursuant to this Agreement.


 


(m)          The Company will not
solicit any offer to buy or offer or sell the Notes or the Shares by means of
any form of general solicitation or general advertising (as those terms are
used in Regulation D) or in any manner involving a public offering within the
meaning of Section 4(2) of the Securities Act.


 


(n)           The Company will
not, at any time at or after the execution of this Agreement, directly or
indirectly, offer or sell any Notes by means of, or use, in connection with the
offer or sale of the Notes, any material or communication that would, assuming
the Notes were to be offered publicly, constitute a “prospectus” (within the
meaning of the Securities Act), in each case other than the Final Memorandum.


 


(o)           During the period
after the time of purchase or the additional time of purchase, if later, the
Company will not, and will not permit Affiliates, to resell any of the Notes or
the Shares which constitute “restricted securities” under Rule 144 under the
Securities Act that have been reacquired by any of them except pursuant to an
effective registration statement under the Securities Act.


 


(p)           Neither the Company
nor any Affiliate will take any action prohibited by Regulation M under the
Exchange Act in connection with the distribution of the Notes contemplated
hereby.


 


(q)           The Company and each
Principal Subsidiary will comply in all material respects with all applicable
securities and other laws, rules and regulations, including without limitation,
the Sarbanes-Oxley Act, and use its best efforts to cause the officers and
directors of the Company and each Principal Subsidiary, as the case may 


 


17

















 


be, in their capacities as such, to comply with such laws, rules and
regulations, including without limitation, the provisions of the Sarbanes-Oxley
Act.


 


6.             Reimbursement of Initial
Purchasers’ Expenses:  If the Firm
Notes are not delivered for any reason other than the termination of this
Agreement pursuant to clause (iii), (v) or (vi) of Section 8(b) or Section 9(e)
hereof or the default by one or more of the Initial Purchasers in its or their
respective obligations hereunder, the Company shall, in addition to paying the
amounts described in Section 5(k) hereof, reimburse the Initial Purchasers
for all of their reasonable out-of-pocket expenses, including the fees and
disbursements of their counsel.


 


7.             Conditions of Initial Purchasers’
Obligations:  The several obligations
of the Initial Purchasers hereunder are subject to the accuracy of the representations
and warranties on the part of the Company on the date hereof and at the time of
purchase. The several obligations of the Initial Purchasers at the additional
time of purchase are subject to the accuracy of the representations and
warranties on the part of the Company on the date hereof, at the time of
purchase and at the additional time of purchase, as the case may be. Additionally,
the several obligations of the Initial Purchasers are subject to the
performance by the Company of its obligations hereunder and to the following
additional conditions precedent:


 


(a)           The Initial
Purchasers shall have received at the time of purchase and at the additional
time of purchase, as the case may be, an opinion of Porter & Hedges,
L.L.P., counsel for the Company, substantially in the form of Exhibit A
hereto, addressed to the Initial Purchasers and dated the date of the time of
purchase or the additional time of purchase, as the case may be.


 


(b)           The Initial
Purchasers shall have received at the time of purchase and at the additional
time of purchase, as the case may be, an opinion of William C. Lemmer, Vice
President, General Counsel and Secretary to the Company, substantially in the
form of Exhibit B hereto, addressed to the Initial Purchasers and
dated the date of the time of purchase or the additional time of purchase, as
the case may be.


 


(c)           The Initial Purchasers shall have received at the time of
purchase and at the additional time of purchase, as the case may be, from Ernst
& Young LLP customary comfort letters dated, respectively, as of the date
of the time of purchase or the additional time of purchase, as the case may be,
and addressed to the Initial Purchasers, which letters shall cover the various
financial disclosures contained in the Preliminary Memorandum and the Final
Memorandum, in the form and substance heretofore approved by Morgan Stanley and
Baker Botts L.L.P., counsel to the Initial Purchasers.


 


(d)           The Initial Purchasers shall have received at the time of
purchase and at the additional time of purchase, as the case may be, the
opinion of Baker Botts L.L.P., counsel for the Initial Purchasers, dated the
date of the time of purchase or the 


 


18

















 


additional time of purchase, as the case may be, in form and substance
reasonably satisfactory to you.


 


(e)           No amendment or supplement to the Preliminary Memorandum
or the Final Memorandum, or any document which upon filing with the Commission
would be incorporated by reference in the Preliminary Memorandum or the Final
Memorandum, shall at any time have been made or filed to which the Initial
Purchasers have reasonably objected in writing.


 


(f)            At the time of
purchase or the additional time of purchase, as the case may be, neither the
Preliminary Memorandum, when taken together with the Term Sheet, nor the Final
Memorandum, and no amendment or supplement to either Memorandum, shall include
an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.


 


(g)           Between the time of
execution of this Agreement and the time of purchase, or an additional time of
purchase, as the case may be, there shall not have occurred or become known any
material and unfavorable change, financial or otherwise, in the business,
properties, management, conditions, business prospects or results of operations
of the Company and its subsidiaries, taken as a whole, that in the judgment of
the Initial Purchasers makes it impracticable or inadvisable to proceed with
the offering or delivery of the Notes on the terms and in the manner
contemplated by the Preliminary Memorandum and the Final Memorandum.


 


(h)           The Company will, at
the time of purchase and, if applicable at the additional time of purchase,
deliver to you a certificate of its Chief Executive Officer and its Chief
Financial Officer in the form attached as Exhibit C hereto.


 


(i)            You shall have
received copies, duly executed by the Company and the other parties thereto, of
the Registration Rights Agreement and the Indenture.


 


(j)            The Company shall
have furnished to you such other documents and certificates as to the accuracy
and completeness of any statement in the Preliminary Memorandum and the Final
Memorandum as of the time of purchase and the additional time of purchase, as
the case may be, as you may reasonably request.


 


(k)           The Notes shall be
included in the book-entry settlement system of the DTC and designated for
trading on PORTAL, subject only to notice of issuance at or prior to the time
of purchase.


 


(l)            Between the time of
execution of this Agreement and the time of purchase or additional time of
purchase, as the case may be, there shall not have occurred any downgrading,
nor shall any notice have been given of (i) any intended or potential
downgrading or (ii) any review or possible change that does not indicate an 


 


19

















 


improvement, in the rating accorded any securities of or guaranteed by
the Company by Moody’s Investor Services, Inc. or Standard & Poor’s Rating
Services.


 


8.             Effective Date of Agreement;
Termination:  This Agreement shall become effective when
the parties hereto have executed and delivered this Agreement.


 


The obligations of
the several Initial Purchasers hereunder shall be subject to termination in the
absolute discretion of Morgan Stanley at any time prior to the time of purchase
or an additional time of purchase, as the case may be, if prior to such time
(i) the Company shall have failed, refused or been unable to perform in
any material respect any agreement on its part to be performed under this
Agreement when and as required, (ii) any other condition to the
obligations of the Initial Purchasers under this Agreement to be fulfilled by
the Company pursuant to Section 7 is not fulfilled when and as required in
any material respect, (iii) trading in securities generally on the New
York Stock Exchange, the American Stock Exchange or the Nasdaq National Market
shall have been suspended or limitations or minimum prices shall have been
established on the New York Stock Exchange, the American Stock Exchange or the
Nasdaq National Market, (iv) a suspension or material limitation in
trading in the Company’s securities on the New York Stock Exchange has
occurred, (v) a general banking moratorium shall have been declared either by
the United States or New York State authorities, or if there has been a material
disruption in securities settlement or clearance services in the United States,
or (vi) the United States shall have declared war in accordance with its
constitutional processes or there shall have occurred any material outbreak or
escalation of hostilities or terrorism or other national or international
calamity or crisis of such magnitude in its effect on the financial markets of
the United States as, in the judgment of Morgan Stanley to make it
impracticable or inadvisable to proceed with the offering or delivery of the
Notes on the terms and in the manner contemplated in the Preliminary Memorandum
and the Final Memorandum.


 


If Morgan Stanley
elects to terminate this Agreement as provided in this Section 8, the Company
shall be notified as provided for herein.


 


If the sale to the
Initial Purchasers of the Notes, as contemplated by this Agreement, is not
carried out by the Initial Purchasers for any reason permitted under this Agreement
or if such sale is not carried out because the Company shall be unable to
comply and does not comply with any of the terms of this Agreement, the Company
shall not be under any obligation or liability under this Agreement (except to
the extent provided in Sections 5(k), 6 and 10 hereof), and the Initial
Purchasers shall be under no obligation or liability to the Company under this
Agreement (except to the extent provided in Section 9 hereof) or to one another
hereunder.


 


20

















 


9.             Increase
in Initial Purchasers’ Commitments:  Subject to Sections 7 and 8
hereof, if any Initial Purchaser shall default in its obligation to take up and
pay for the Notes to be purchased by it hereunder at the time of purchase or an
additional time of purchase (otherwise than for a failure of a condition set
forth in Section 7 hereof or a reason sufficient to justify the termination of
this Agreement under the provisions of Section 8 hereof) (the “Defaulted
Notes”) and if the aggregate principal amount of the Defaulted Notes which
all Initial Purchasers so defaulting shall have agreed but failed to take up
and pay for at such time does not exceed 10% of the total aggregate principal
amount of Notes to be purchased at such time, the non-defaulting Initial
Purchasers (including the Initial Purchasers, if any, substituted in the manner
set forth below) shall take up and pay for (in addition to the aggregate
principal amount of Notes they are obligated to purchase at such time pursuant
to Section 1 hereof) the aggregate principal amount of Defaulted Notes agreed
to be purchased by all such defaulting Initial Purchasers at such time, as hereinafter
provided. Such Defaulted Notes shall be taken up and paid for by such
non-defaulting Initial Purchasers, acting severally and not jointly, in such
amount or amounts as you may designate with the consent of each Initial
Purchaser so designated or, in the event no such designation is made, such
Notes shall be taken up and paid for by all non-defaulting Initial Purchasers
pro rata in proportion to the aggregate principal amount of Firm Notes set
forth opposite the names of such non-defaulting Initial Purchasers in Schedule A.


 


Without relieving any defaulting Initial Purchaser from its obligations
hereunder, the Company agrees with the non-defaulting Initial Purchasers that
it will not sell any Firm Notes hereunder unless all of the Firm Notes are purchased
by the Initial Purchasers (or by substituted Initial Purchasers selected by you
with the approval of the Company or selected by the Company with your approval).
Without relieving any defaulting Initial Purchaser from its obligations
hereunder, the Company agrees with the non-defaulting Initial Purchasers that
it will not sell any Additional Notes hereunder at an additional time of
purchase unless all of the Additional Notes to be purchased by the Initial
Purchasers at such additional time of purchase (as set forth in the related
written notice referred to in the second paragraph of Section 1 hereof) are
purchased by the Initial Purchasers (or by substituted Initial Purchasers selected
by you with the approval of the Company or selected by the Company with your
approval).


 


If a new Initial Purchaser or Initial Purchasers are substituted by the
Initial Purchasers or by the Company for a defaulting Initial Purchaser or
Initial Purchasers in accordance with the foregoing provision, the Company or
you shall have the right to postpone the time of purchase for a period not
exceeding five business days in order that any necessary changes in the Final
Memorandum and other documents may be effected.


 


The term “Initial Purchaser” as used in this Agreement shall refer
to and include any Initial Purchaser substituted under this Section 9 with like
effect as if such substituted Initial Purchaser had originally been named in Schedule
A hereto.


 


If the aggregate principal amount of Defaulted Notes which the defaulting
Initial Purchaser or Initial Purchasers agreed to purchase at the time of
purchase or an 


 


21

















 


additional
time of purchase, as the case may be, exceeds 10% of the total aggregate
principal amount of Notes which all Initial Purchasers agreed to purchase
hereunder at such time, and if neither the non-defaulting Initial Purchasers
nor the Company shall make arrangements within the five business day period
stated above for the purchase of all the Firm Notes which the defaulting
Initial Purchaser or Initial Purchasers agreed to purchase hereunder at such
time, this Agreement, or, in the case of a default with respect to any
Additional Notes, the obligations of the Initial Purchasers to purchase, and of
the Company to sell, the Additional Notes that otherwise were to be purchased
by the Initial Purchasers at such additional time of purchase, shall terminate
without further act or deed and without any liability with respect thereto on
the part of the Company to any Initial Purchaser and without any liability with
respect thereto on the part of any non-defaulting Initial Purchaser to the
Company; provided, however, that, for avoidance of doubt, in the
case of such a termination on account of a default with respect to any
Additional Notes, this Agreement shall not terminate as to the Firm Notes or
any Additional Notes purchased by the Initial Purchasers from the Company
pursuant hereto prior to such termination. Nothing in this paragraph, and no
action taken hereunder, shall relieve any defaulting Initial Purchaser from
liability in respect of any default of such Initial Purchaser under this Agreement.


 


10.           Indemnity
and Contribution:


 


(a)           The
Company agrees to indemnify and hold harmless each Initial Purchaser, its
partners, directors and officers, and any person who controls any Initial
Purchaser within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act, and the successors and assigns of all the foregoing
persons (each, an “Initial Purchaser Indemnified Party”) from and against any loss, damage, expense,
liability or claim (including the reasonable cost of investigation) which,
jointly or severally, any such Initial Purchaser Indemnified Party may incur under the Securities Act, the
Exchange Act, the common law or otherwise, insofar as such loss, damage,
expense, liability or claim arises out of or is based upon any untrue statement
or alleged untrue statement of a material fact contained in any Memorandum as
amended or supplemented, if applicable, or arises out of or is based upon any
omission or alleged omission to state a material fact required to be stated or
necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense,
liability or claim arises out of or is based upon any untrue statement or
alleged untrue statement of a material fact contained in such Memorandum
relying upon and in conformity with information furnished in writing by or on
behalf of any Initial Purchaser to the Company expressly for use with reference
to such Initial Purchaser or arises out of or is based upon any omission or
alleged omission to state a material fact in connection with such information
required to be stated in such Memorandum or necessary to make such statements
not misleading.


 


(b)           Each
Initial Purchaser 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, and the successors and assigns of all the
foregoing 


 


22

















 


persons (each, a “Company Indemnified Party”) from and against any loss, damage, expense,
liability or claim (including the reasonable cost of investigation) which,
jointly or severally, the Company or any such person may incur under the
Securities Act, the Exchange Act, the common law or otherwise, insofar as such
loss, damage, expense, liability or claim arises out of or is based upon any
untrue statement or alleged untrue statement of a material fact contained in
and in conformity with information furnished in writing by or on behalf of such
Initial Purchaser to the Company expressly for use with reference to such Initial
Purchaser or arises out of or is based upon any omission or alleged omission to
state a material fact in connection with such information required to be stated
in such Memorandum or necessary to make such statements not misleading.


 


(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 10, 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 such Indemnifying Party shall assume the defense of such
Proceeding, including the employment of counsel reasonably satisfactory to such
Indemnified Party and payment of all fees and expenses; provided, however,
that the omission to so notify such Indemnifying Party shall not relieve such
Indemnifying Party from any liability which it may have to such Indemnified
Party or otherwise, except to the extent that the Indemnifying Party has been
prejudiced in any material respect by such omission to so notify. 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
written advice of counsel that there may be 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 such 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
Proceeding). An Indemnifying Party shall not be liable for any settlement of
any such Proceeding effected without its written consent, 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 


 


23

















 


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. An
Indemnifying Party shall not, 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 10 is held to be unavailable
to an Indemnified Party under subsections (a) and (b) of this Section 10 in
respect of any losses, damages, expenses, liabilities 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 Initial Purchasers on
the other hand from the offering of the Notes 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 Initial Purchasers 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 benefits received by the Company on the one hand and the Initial
Purchasers on the other shall be deemed to be in the same respective proportion
as the total proceeds from the offering (net of the Initial Purchasers’
discounts and commissions but before deducting expenses) received by the
Company and the discounts and commissions received by the Initial Purchasers. The
relative fault of the Company on the one hand and of the Initial Purchasers 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
Initial Purchasers 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, claims, damages
and liabilities referred to in this subsection shall be deemed to include any
legal or other fees or expenses reasonably incurred by such party in connection
with investigating, preparing to defend or defending any Proceeding.


 


24

















 


(e)           The
Company and the Initial Purchasers agree that it would not be just and equitable
if contribution pursuant to this Section 10 were determined by pro rata
allocation (even if the Initial Purchasers were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in subsection (d) above. Notwithstanding
the provisions of this Section 10, no Initial Purchaser shall be required to
contribute any amount in excess of the amount by which the total price at which
the Notes resold by it in the initial placement of such were offered to
investors exceeds the amount of any damage which such Initial Purchaser has
otherwise been required to pay by reason of such untrue statement 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 Initial Purchasers’ respective
obligations to contribute pursuant to this Section 10 are several in proportion
to the respective principal amount of Notes they have purchased hereunder and
not joint. The remedies provided for in this Section 10 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 agreements contained in this Section 10 and the
covenants, warranties and representations of the Company contained in this
Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of any Initial Purchaser, its partners, directors and
officers or any person (including each partner, officer or director of such
person) who controls any Initial Purchaser within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act, or by or on behalf of the
Company, its directors and officers or any person who controls the Company
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, and shall survive the issuance and delivery of the Notes. In
addition, the agreements contained in Sections 5(k), 6, 10, 11, and 13 shall
survive the termination of this Agreement, including pursuant to Section 8.
The Company and each Initial Purchaser agree promptly to notify each other of
the commencement of any Proceeding against it and, in the case of the Company,
against any of the Company’s officers or directors, in connection with the
issuance and sale of the Notes, or in connection with any Memorandum.


 


11.           Initial Purchasers’ Information.
The statements set forth in the last paragraph on the cover page of the Final
Memorandum and the statements set forth in the fifth, seventh (second and third
sentences only) and tenth paragraphs under the caption “Plan of Distribution”
in the Final Memorandum constitute the only information furnished by or on
behalf of the Initial Purchasers.


 


12.           Notices:  Except as otherwise herein provided, all
statements, requests, notices and agreements shall be in writing or by
facsimile and, if to the Initial Purchasers, shall be 


 


25

















 


sufficient in all
respects if delivered or sent to Morgan Stanley & Co. Incorporated, 1585
Broadway, New York, New York 10036, Attention: 
Syndicate Department, facsimile no. (212) 296-3146, with a copy to (for
informational purposes only): Attention: 
Legal Department, facsimile no. (646) 202-9119, and, if to the Company,
shall be sufficient in all respects if delivered or sent to the Company at the
offices of the Company at 1333 West Loop South, Suite 1700, Houston, Texas  77027, Attention:  General Counsel (telephone:
(713) 513-3300, telecopy: (713) 513-3456.


 


13.           Governing Law and Construction: 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. THE SECTION HEADINGS IN THIS AGREEMENT HAVE BEEN INSERTED AS A
MATTER OF CONVENIENCE OF REFERENCE AND ARE NOT A PART OF THIS AGREEMENT.


 


14.           Submission to Jurisdiction. Except as set forth below, no
Proceeding may be commenced, prosecuted or continued in any court other than
the courts of the State of New York located in the City and County of New York
or in the United States District Court for the Southern District of New York,
which courts shall have jurisdiction over the adjudication of such matters, and
the Company hereby consents to the jurisdiction of such courts and personal
service with respect thereto. The Company hereby consents to personal
jurisdiction, service and venue in any court in which any Proceeding arising
out of or in any way relating to this Agreement is brought by any third party
against any of the Initial Purchasers. The Company hereby waives all right to
trial by jury in any Proceeding (whether based upon contract, tort or
otherwise) in any way arising out of or relating to this Agreement. The Company
agrees that a final judgment in any such Proceeding brought in any such court
shall be conclusive and binding upon the Company and may be enforced in any
other courts in the jurisdiction of which the Company is or may be subject, by
suit upon such judgment. The Company hereby appoints, without power of
revocation, CT Corporation System, 111 Eighth Avenue, New York, New York 10011
as its agent to accept and acknowledge on its behalf service of any and all
process which may be served in any Proceeding in any way relating to or arising
out of this Agreement.


 


15.           Parties at Interest:  The Agreement herein set forth has been and
is made solely for the benefit of the Initial Purchasers and the Company and,
to the extent provided in Section 10 hereof, the controlling persons, directors
and officers referred to in such section, and their respective successors,
assigns, executors and administrators. No other person, partnership, heirs,
personal representatives, association or corporation (including a purchaser, as
such purchaser, from any of the Initial Purchasers) shall acquire or have any
right under or by virtue of this Agreement.


 


16.           No
Fiduciary Relationship. The Company hereby acknowledges that the Initial
Purchasers are acting solely as initial purchasers in connection with the
purchase and sale of the Company’s securities. The Company further acknowledges
that the Initial Purchasers are acting pursuant to a contractual relationship
created solely by this Agreement entered into on 


 


26

















 


an arm’s length basis, and in no event do the parties
intend that the Initial Purchasers act or be responsible as a fiduciary to the
Company, its management, stockholders or creditors or any other person in
connection with any activity that the Initial Purchasers may undertake or have
undertaken in furtherance of the purchase and sale of the Company’s securities,
either before or after the date hereof. The Initial Purchasers hereby expressly
disclaim any fiduciary or similar obligations to the Company, either in
connection with the transactions contemplated by this Agreement or any matters
leading up to such transactions, and the Company hereby confirms its
understanding and agreement to that effect. The Company and the Initial
Purchasers agree that they are each responsible for making their own
independent judgments with respect to any such transactions and that any
opinions or views expressed by the Initial Purchasers to the Company regarding
such transactions, including, but not limited to, any opinions or views with
respect to the price or market for the Company’s securities, do not constitute
advice or recommendations to the Company. The Company hereby waives and releases,
to the fullest extent permitted by law, any claims that the Company may have
against the Initial Purchasers with respect to any breach or alleged breach of
any fiduciary or similar duty to the Company in connection with the
transactions contemplated by this Agreement or any matters leading up to such
transactions.


 


17.           Counterparts:  This Agreement may be signed by the parties
in one or more counterparts which together shall constitute one and the same
agreement among the parties. Delivery of an executed counterpart by facsimile
shall be effective as delivery of a manually executed counterpart thereof.


 


18.           Successors and Assigns:  This Agreement shall be binding upon the
Initial Purchasers and the Company and their successors and assigns and any
successor or assign of any substantial portion of the Company’s and any of the
Initial Purchasers’ respective businesses and/or assets.


 


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


 


27

















 


If the foregoing correctly
sets forth the understanding between the Company and the Initial Purchasers,
please so indicate in the space provided below for the purpose, whereupon this
letter and your acceptance shall constitute a binding agreement between the Company
and the Initial Purchasers, severally.


 


	
   

  	
  Very
  truly yours,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CAMERON
  INTERNATIONAL CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Franklin Myers

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Franklin Myers

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President
  and

  	
   

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  	
   

  
							



 

















 


Accepted and agreed to as of the date first
above written, on behalf of itself and the other several Initial Purchasers
named in

Schedule A hereto:


 


BY: MORGAN STANLEY & CO. INCORPORATED


 


 


	
  By:

  	
  /s/ Todd Singer

  	
   

  
	
   

  	
  Name:

  	
  Todd Singer

  
	
   

  	
  Title:

  	
  Executive Director

  
				



 


BY: CITIGROUP GLOBAL MARKETS INC.


 


 


	
  By:

  	
  /s/ Quinn P. Fanning

  	
   

  
	
   

  	
  Name:

  	
  Quinn P. Fanning

  
	
   

  	
  Title:

  	
  Managing Director

  
				



 


BY: J.P. MORGAN SECURITIES INC.


 


 


	
  By:

  	
  /s/ Helen A. Carr

  	
   

  
	
   

  	
  Name:

  	
  Helen A. Carr

  
	
   

  	
  Title:

  	
  Managing Director

  
				



 

















 


SCHEDULE A


 


	
  Initial Purchaser

  	
   

  	
  Principal Amount

  of Notes

  	
   

  
	
  Morgan Stanley & Co. Incorporated

  	
   

  	
  $

  	
  400,000,000

  	
   

  
	
  Citigroup Global Markets Inc.

  	
   

  	
  50,000,000

  	
   

  
	
  J.P. Morgan Securities Inc.

  	
   

  	
  50,000,000

  	
   

  
	
  Total

  	
   

  	
  $

  	
  500,000,000

  	
   

  



 

















 


Exhibit A


 


FORM OF OPINION OF COUNSEL TO THE COMPANY


 


The opinion of Porter &
Hedges, L.L.P., counsel for the Company (capitalized terms not otherwise
defined herein shall have the meanings provided in the Purchase Agreement, to
which this is an Exhibit), to be delivered pursuant to Section 7(a) of the
Purchase Agreement shall be to the effect that:


 


(i)            The Purchase Agreement has been duly
and validly authorized, executed and delivered by the Company.


 


(ii)           The Registration Rights
Agreement has been duly authorized, executed and delivered by the Company and
constitutes a legal, valid and binding agreement of the Company, entitling the
holders of the Notes to the benefits thereof and enforceable in accordance with
its terms except as (i) the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
similar laws affecting creditors’ rights generally and general principles of
equity and (ii) rights to indemnity and contribution may be limited by
applicable law.


 


(iii)          The Indenture has been duly and
validly authorized, executed and delivered by the Company and constitutes a
legal, valid and binding obligation of the Company, enforceable against it in
accordance with its terms, except as the enforceability thereof may be
limited by bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws affecting the enforcement of creditors’ rights
generally and by general principles of equity.


 


(iv)          The Notes have been duly
authorized and executed by the Company and when duly authenticated in
accordance with the terms of the Indenture and delivered to and paid for by the
Initial Purchasers in accordance with the terms of the Purchase Agreement, will constitute legal, valid and binding
obligations of the Company, entitled to the benefits of the Indenture and
enforceable against the Company in accordance with their terms, except
as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws
affecting the enforcement of creditors’ rights generally and by general
principles of equity.


 


(v)           The Shares initially issuable
upon conversion of the Notes have been duly authorized and reserved for
issuance upon conversion of the Notes, and upon conversion of the Notes in
accordance with their terms and the terms of the Indenture will be issued free
of statutory and contractual preemptive rights and are initially sufficient in
number to meet the conversion requirements of the Notes, and such Shares, when
so issued in accordance with the terms of the Indenture, will be duly and
validly issued and fully paid and non-assessable.


 


A-1

















 


(vi)          The execution, delivery and
performance by the Company of the Operative Documents, including the
consummation of the offer and sale of the Notes, and the issuance of the Shares
upon conversion of the Notes, does not or will not violate, conflict with or
constitute a breach of any of the terms or provisions of, or default under (or
an event that with notice or the lapse of time, or both, would constitute a
default), or require consent under, or result in the creation or imposition of
a lien, charge or encumbrance on any property or assets of the Company or any
Principal Subsidiary or an acceleration of any indebtedness of the Company or
any Principal Subsidiary pursuant to (i) the charter, bylaws or other
constitutive documents of the Company or any Principal Subsidiary, (ii) to the
knowledge of such counsel, any Agreements and Instruments filed as an exhibit
to the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2005, together with any amendments to such Agreements or
Instruments, (iii) to the knowledge of such counsel, any law, statute, rule or
regulation applicable to the Company or any subsidiary or its respective assets
or properties typical, in such counsel’s experience, for transactions
contemplated by the Operative Documents and assuming the accuracy of the
representations and warranties of the Company and the Initial Purchasers in the
Purchase Agreement and the due performance by the Company and the Initial
Purchasers thereof or (iv) to the knowledge of such counsel, any judgment,
order or decree of any domestic or foreign court or governmental agency or
authority having jurisdiction over the Company or any subsidiary or their
respective assets or properties that, except as, in the case of clauses (ii)
and (iv), would not, either individually or in the aggregate, interfere with or
adversely affect the issuance of the Notes or the issuance of the Shares upon
conversion of the Notes, in any jurisdiction or adversely affect the
consummation of the transactions contemplated by any of the Operative
Documents.


 


(vii)         It is not necessary in
connection with (i) the offer, sale and delivery of the Notes to the Initial
Purchasers pursuant to the Purchase Agreement or (ii) the initial resales of
the Notes by the Initial Purchasers in the manner contemplated in the
Preliminary Memorandum and the Final Memorandum to register the Notes under the
Securities Act or to qualify the Indenture in respect thereof under the Trust
Indenture Act of 1939, as amended, it being understood that no opinion is
expressed as to any subsequent resale of any Note or Share.


 


(viii)        No consent, approval, authorization or
order of, or filing, registration, qualification, license or permit of or with,
any national, state or local court or governmental agency, body or
administrative agency or of or with the rules of the New York Stock Exchange,
or approval of the stockholders of the Company, is required to be obtained or
made by the Company for the performance by the Company of its obligations under
the Purchase Agreement, the Indenture or the Notes, except (a) such as
have been obtained or made on or prior to the date hereof, (b) such as may
be required under state securities and blue sky laws, (c) as may be required by
Federal or state securities laws with respect to the Company’s obligations
under the Registration Rights Agreement and the listing of the Shares on the
New York Stock 


 


A-2

















 


Exchange in connection
therewith, or (d) those for which the failure to obtain or make would not,
either individually or in the aggregate (1) have a Material Adverse Effect
or (2)  interfere with or adversely affect the issuance of the Notes or
the Shares in any jurisdiction or adversely affect the consummation of the
transactions contemplated by any of the Operative Documents.


 


(ix)           The Company is not, and after giving
effect to the offering and sale of the Notes and the application of the
proceeds thereof as described in the Preliminary Memorandum and the Final
Memorandum will not be, required to register as an “investment company” within
the meaning of the Investment Company Act of 1940, as amended.


 


(x)            The terms of the Notes, the
Registration Rights Agreement, the Indenture and the capital stock of the
Company, including the Shares, conform as to legal matters in all material
respects to the description thereof contained in the Preliminary Memorandum and
the Final Memorandum.


 


(xi)           Each document filed under the
Exchange Act and incorporated by reference in the Preliminary Memorandum or the
Final Memorandum (other than the financial statements and related schedules
included therein, as to which such counsel need not comment) when they were
filed with the Commission complied as to form in all material respects with the
requirements of the Exchange Act and the rules and regulations promulgated thereunder.


 


(xii)          The statements in the Preliminary
Memorandum and the Final Memorandum under the captions “Description of the
Notes”, “Description of Capital Stock”, “Plan of Distribution” and “Notice to
Investors”, in so far as such statements constitute summaries of legal matters,
documents or proceedings referred to therein, fairly summarize the matters
referred to therein.


 


(xiii)         In addition, such counsel shall state
that they have participated in discussions with your representatives,
representatives of the Company and its counsel and independent registered
public accounting firm concerning the preparation of the Preliminary Memorandum
and the Final Memorandum. Such counsel shall state that, although they are not
passing upon and do not assume any responsibility for the accuracy, completeness
or fairness of any of the statements in the Preliminary Memorandum and the
Final Memorandum (except to the extent stated in paragraphs (x) and (xii)
above), no facts have come to their attention that lead such counsel to believe
that (i) the Preliminary Memorandum (other than the financial statements and
related schedules and other financial data contained or incorporated therein as
to which such counsel need express no belief), as of the Applicable Time (as
defined below), when taken together with the Term Sheet (as defined below),
included an untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading or (ii) the Final
Memorandum (other than the financial


 


A-3

















 


statements and related schedules and other financial
data contained or incorporated therein as to which such counsel need express no
belief), as of the date of the Final Memorandum, or as of the date hereof,
included or includes an untrue statement of a material fact or omitted or omits
to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading. As
used herein, “Applicable Time” means 7:00 A.M., eastern standard time,
on May 23, 2006.


 


A-4

















 


Exhibit B


 


FORM OF
OPINION OF THE GENERAL COUNSEL


 


The opinion of William C.
Lemmer, Vice President, General Counsel and Secretary of the Company
(capitalized terms not otherwise defined herein shall have the meanings provided
in the Purchase Agreement, to which this is an Exhibit), to be delivered
pursuant to Section 7(b) of the Purchase Agreement shall be to the effect
that:


 


(i)            The Company (a) has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the jurisdiction
of its incorporation; (b) has the corporate power and authority to own its
property and to conduct its business as described in the Preliminary Memorandum
and the Final Memorandum and to own, lease, license and operate its respective
properties in accordance with its business as currently conducted; and
(c) is duly qualified or licensed to transact business and is in good
standing in each jurisdiction in which the conduct of its business or its
ownership or leasing of property requires such qualification, except to the
extent that the failure to be so qualified or be in good standing would not
have a Material Adverse Effect on the Company and its subsidiaries, taken as a
whole.


 


(ii)           Based on a certificate of public officials in such
jurisdictions and advice of counsel licensed to practice in such jurisdiction,
each of Cooper Cameron (UK) Limited, Cooper Cameron Canada Corporation, Cameron
France SAS, Cooper Cameron (Singapore) Pte. Ltd., Cooper Cameron Valves Italy
Srl, Cameron International Holding Corp., Cooper Cameron Holding (Cayman)
Limited, Cameron Holding (Luxembourg) SARL and Cameron (Luxembourg) SARL (each,
a “Principal Subsidiary”) (a) has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the jurisdiction
of its incorporation; (b) has the corporate power and authority to own its property
and to conduct it business as described in the Preliminary Memorandum and the
Final Memorandum and to own, lease, license and operate its respective
properties in accordance with its business as currently conducted; and (c) is
duly qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or its ownership or leasing
of property requires such qualification, except to the extent that the failure
to be so qualified or be in good standing would not have a Material Adverse
Effect on the Company and its subsidiaries, taken as a whole.


 


(iii)          The Company has all requisite corporate power and authority
to execute, deliver and perform all of its obligations under the Operative
Documents and to consummate the transactions contemplated by the Operative
Documents to be consummated on its part.


 


(iv)          The Company has an authorized capitalization as set forth
in the Preliminary Memorandum and the Final Memorandum; the outstanding shares
of capital stock of the Company have been duly authorized and validly issued
and are fully paid and non-assessable, have been issued in compliance with all
federal and state securities laws and were not issued in violation of any
statutory or contractual preemptive rights, resale rights, rights of first
refusal or similar rights.


 


B-1

















 


(v)           The statements in “Item 3 – Legal Proceedings” of the
Company’s most recent annual report on Form 10-K incorporated by reference in
the Preliminary Memorandum and the Final Memorandum, insofar as such statements
constitute summaries of the legal proceedings referred to therein, fairly
present the information called for with respect to such legal proceedings and
fairly summarize the matters referred to therein.


 


(vi)          The execution, delivery and performance by the Company of
the Operative Documents, including the consummation of the offer and sale of
the Notes, and the issuance of the Shares upon conversion of the Notes, does
not or will not violate, conflict with or constitute a breach of any of the
terms or provisions of, or default under (or an event that with notice or the
lapse of time, or both, would constitute a default), or require consent under,
or result in the creation or imposition of a lien, charge or encumbrance on any
property or assets of the Company or any Principal Subsidiary or an
acceleration of any indebtedness of the Company or any Principal Subsidiary
pursuant to (i) the charter, bylaws or other constitutive documents of the
Company or any Principal Subsidiary, (ii) to the knowledge of such counsel, any
Agreements and Instruments filed as an exhibit to the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2005, together with
any amendments to such Agreements or Instruments, (iii) to the knowledge of
such counsel, any law, statute, rule or regulation applicable to the Company or
any subsidiary or its respective assets or properties typical, in such counsel’s
experience, for transactions contemplated by the Operative Documents and
assuming the accuracy of the representations and warranties of the Company and
the Initial Purchasers in the Purchase Agreement and the due performance by the
Company and the Initial Purchasers thereof or (iv) to the knowledge of such
counsel, any judgment, order or decree of any domestic or foreign court or
governmental agency or authority having jurisdiction over the Company or any
subsidiary or their respective assets or properties that, except as, in the
case of clauses (ii) and (iv), would not, either individually or in the
aggregate, interfere with or adversely affect the issuance of the Notes or the
issuance of the Shares upon conversion of the Notes, in any jurisdiction or
adversely affect the consummation of the transactions contemplated by any of
the Operative Documents.


 


(vii)         Neither the Company nor any of the Principal Subsidiaries is
in breach or violation of, or in default under (nor has any event occurred
which with notice, lapse of time, or both would result in any breach or
violation of, constitute a default under or give the holder of any indebtedness
(or person acting on such holder’s behalf), the right to require the
repurchase, redemption or repayment of all or part of such indebtedness under)
its respective charter or by-laws or any indenture, mortgage, deed of trust,
bank loan or credit agreement or other evidence of indebtedness, or any
license, lease, contract or other agreement or instrument to which the Company
or any of the Principal Subsidiaries is a party or by which any of them or
their respective properties may be bound or affected, or under any federal,
state, local or foreign law, regulation or rule or any decree, judgment or
order applicable to the Company or any of the Principal Subsidiaries.


 


(viii)        After due inquiry, such counsel does not know of any legal or
governmental proceedings pending or threatened to which the Company or any of
its subsidiaries is a party 


 


B-2

















 


or to which any of the properties of the
Company or any of its subsidiaries is subject that would be required to be
described in the Preliminary Memorandum or the Final Memorandum (if the
Securities Act and the rules and regulations thereunder were applicable to the
offer and sale of the Notes) and are not so described or of any statutes,
regulations, contracts or other documents that are required to be described in
the Preliminary Memorandum or the Final Memorandum (if the Securities Act and
the rules and regulations thereunder were applicable to the offer and sale of
the Notes) or to be filed or incorporated by reference as exhibits to the
Preliminary Memorandum or the Final Memorandum that are not described, filed or
incorporated as required.


 


(ix)           In addition, such counsel shall state that he has
participated in discussions with your representatives, representatives of the
Company and its counsel and independent registered public accounting firm
concerning the preparation of the Preliminary Memorandum and the Final
Memorandum. Such counsel shall state that, although he is not passing upon and
does not assume any responsibility for the accuracy, completeness or fairness
of any of the statements in the Preliminary Memorandum and the Final Memorandum
(except to the extent stated in paragraph (v) above), no facts have come to his
attention that lead such counsel to believe that (i) the Preliminary
Memorandum (other than the financial statements and related schedules and other
financial data contained or incorporated therein as to which such counsel need
express no belief), as of the Applicable Time (as defined below), when taken
together with the Term Sheet (as defined below), included an untrue statement
of a material fact or omitted to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading or (ii) the Final Memorandum (other than the financial
statements and related schedules and other financial data contained or
incorporated therein as to which such counsel need express no belief), as of
the date of the Final Memorandum, or as of the date hereof, included or
includes an untrue statement of a material fact or omitted or omits to state a
material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. As used
herein, “Applicable Time” means 7:00 A.M., eastern standard time, on May
23, 2006.


 


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Exhibit C


 


OFFICERS’ CERTIFICATE


 


1.               I
have reviewed the Memorandum.


 


2.               The
representations and warranties of the Company as set forth in the Purchase
Agreement are true and correct as of the time of purchase and, if applicable,
the additional time of purchase.


 


3.               The
Company has performed all of its obligations under the Purchase Agreement as
are to be performed at or before the time of purchase and at or before the
additional time of purchase, as the case may be.


 


4.               The
conditions set forth in paragraphs (f) and (g) of Section 7 of the Purchase
Agreement have been met.


 


5.               The
financial statements and other financial information included in the
Preliminary Memorandum and the Final Memorandum fairly present in all material
respects the financial condition, results of operations, and cash flows of the
Company as of, and for, the periods presented in the Preliminary Memorandum and
the Final Memorandum.


 


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Exhibit D


 


**APPROVED FOR EXTERNAL USE**


**QIBS ONLY**


Cameron International Corporation


 


$500,000,000

2.5% 144A Convertible Senior Notes due 2026


 


	
  Issuer:

  	
   

  	
  Cameron
  International Corporation

  
	
  Title
  of securities:

  	
   

  	
  2.5%
  Convertible Senior Notes due 2026

  
	
  Ticker
  / Exchange:

  	
   

  	
  CAM
  / NYSE

  
	
  Aggregate
  principal

  amount offered:

  	
   

  	
  $500
  million

  
	
  Over-allotment
  option:

  	
   

  	
  $75
  million

  
	
  Net
  proceeds:

  	
   

  	
  Approximately
  $491 million (approximately $565 million if the initial purchasers exercise
  their over-allotment options in full) after deducting initial purchasers’
  discounts, commissions and offering expenses

  
	
  Use
  of proceeds:

  	
   

  	
  Cameron
  intends to use the net proceeds from this offering (1) to repay at maturity
  (or at its option at an earlier date) 100% of its issued and outstanding $200
  million 2.650% senior notes due 2007; (2) to purchase outstanding shares of
  Cameron’s common stock concurrently with the sale of the notes, and (3) for
  general corporate purposes including additional purchases of Cameron’s common
  stock. Pending application of the proceeds, Cameron may initially invest the
  proceeds in short-term marketable securities.

  
	
  Ranking:

  	
   

  	
  The
  notes will be Cameron’s senior unsecured obligations and rank equally in
  right of payment with all of the company’s other unsecured indebtedness and
  senior to any of the company’s subordinated indebtedness. The notes will be
  effectively subordinated to any secured indebtedness Cameron may incur to the
  extent of the collateral securing such indebtedness. The notes will not be
  guaranteed by any of Cameron’s subsidiaries and, accordingly, the notes will
  be effectively subordinated to the indebtedness and other liabilities of the
  company’s subsidiaries, including trade creditors.

  
	
  Initial
  purchasers:

  	
   

  	
  Morgan
  Stanley & Co. Incorporated (Bookrunner), Citigroup Global Markets Inc.
  and J.P. Morgan Securities Inc. (Co-managers)

  
	
  Trustee:

  	
   

  	
  Sun
  Trust Bank

  
	
  Principal
  amount per note:

  	
   

  	
  $1,000

  
	
  Issue
  price:

  	
   

  	
  98.375%
  of the principal amount

  
	
  Annual
  interest rate:

  	
   

  	
  2.5%
  per annum

  
	
  Conversion
  premium:

  	
   

  	
  55%

  
	
  Reference
  price

  	
   

  	
  $45.65

  
	
  Initial
  conversion price:

  	
   

  	
  Approximately
  $70.76 per share of common stock

  
	
  Initial
  conversion rate:

  	
   

  	
  14.1328
  shares of common stock per $1,000 aggregate principal amount of notes
  (subject to anti-dilution adjustments)

  
	
  Conversion
  rights:

  	
   

  	
  Holders
  may convert their notes before the close of business on the scheduled trading
  day immediately preceding June 15, 2011 in multiples of $1,000 principal
  amount, at the option of the holder, under the following circumstances: (1)
  during any fiscal quarter after the fiscal quarter ending June 30, 2006 if
  the closing sale price of Cameron’s common stock exceeds 130% of the then
  current conversion price for at least 20 consecutive trading days in the 30
  consecutive trading day period ending on the last trading day of the
  immediately preceding fiscal quarter; (2) during the five business-day period
  after any five consecutive trading-day period (the “measurement period”) in
  which the trading price per note for each day of such measurement period 

  



 


D-1

















 


	
   

  	
   

  	
  was
  less than 97% of the product of the last reported sale price of Cameron’s
  common stock and the conversion rate on each such day; (3) upon the
  occurrence of specified corporate transactions; or (4) upon receipt of a
  notice of redemption. On or after June 15, 2011 to (and including) the close
  of business on the scheduled trading day immediately preceding the maturity
  date, subject to prior repurchase of the notes, holders may convert the
  notes, in multiples of $1,000 principal amount, at the option of the holder
  regardless of the foregoing circumstances.

  
	
  Conversion
  rate cap:

  	
   

  	
  None

  
	
  Interest
  payment dates:

  	
   

  	
  June
  15 and December 15 of each year, beginning December 15, 2006

  
	
  Maturity:

  	
   

  	
  June
  15, 2026

  
	
  Optional
  redemption:

  	
   

  	
  Beginning
  on June 20, 2011, Cameron may redeem the notes at any time as a whole, or
  from time to time in part, at a redemption price equal to 100% of the
  principal amount plus accrued and unpaid interest to, but not including, the
  redemption date.

  
	
  Repurchase
  of notes at the option of holders:

  	
   

  	
  Each
  holder may require Cameron to repurchase all or a portion of that holder’s
  notes on June 15, 2011, 2016 and 2021, at a repurchase price in cash equal to
  100% of the principal amount of the notes to be repurchased plus accrued and
  unpaid interest to, but not including, the repurchase date.

  
	
  Trade
  date:

  	
   

  	
  May
  23, 2006

  
	
  Settlement
  date:

  	
   

  	
  May
  26, 2006

  
	
  CUSIP:

  	
   

  	
  13342BAA3

  
	
  ISIN
  NUMBER:

  	
   

  	
  US13342BAA35

  
	
  Registration:

  	
   

  	
  144A
  with Registration Rights

  
	
  Dividend protection:

  	
   

  	
  Full
  dividend protection via a conversion rate adjustment

  
	
  Fundamental
  change:

  	
   

  	
  If
  Cameron undergoes a “fundamental change,” holders will have the option to
  require Cameron to purchase all or any portion of their notes. The
  fundamental change purchase price will be 100% of the principal amount of the
  notes to be purchased plus any accrued and unpaid interest, to but excluding
  the fundamental change purchase date. Cameron will pay cash for all notes so
  purchased.

  
	
  Adjustment to conversion rate upon a fundamental
  change:

  	
   

  	
  In the event of any fundamental change, a holder may
  elect to convert its notes and Cameron will pay a make-whole premium by
  increasing the conversion rate applicable to such notes.

  



 


Make-Whole Table:


 


	
   

  	
   

  	
  Stock
  Price

  	
   

  
	
  Effective Date

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
  45.65

  	
   

  	
  $

  	
  48.00

  	
   

  	
  $

  	
  50.00

  	
   

  	
  $

  	
  55.00

  	
   

  	
  $

  	
  60.00

  	
   

  	
  $

  	
  65.00

  	
   

  	
  $

  	
  70.00

  	
   

  	
  $

  	
  80.00

  	
   

  	
  $

  	
  90.00

  	
   

  	
  $

  	
  100.00

  	
   

  	
  $

  	
  120.00

  	
   

  	
  $

  	
  140.00

  	
   

  	
  $

  	
  160.00

  	
   

  	
  $

  	
  180.00

  	
   

  	
  $

  	
  200.00

  	
   

  
	
  5/26/2006

  	
   

  	
  7.4170

  	
   

  	
  6.7310

  	
   

  	
  6.2132

  	
   

  	
  5.1367

  	
   

  	
  4.3016

  	
   

  	
  3.6442

  	
   

  	
  3.1204

  	
   

  	
  2.3545

  	
   

  	
  1.8370

  	
   

  	
  1.4752

  	
   

  	
  1.0205

  	
   

  	
  0.7581

  	
   

  	
  0.5927

  	
   

  	
  0.4804

  	
   

  	
  0.3996

  	
   

  
	
  5/15/2007

  	
   

  	
  7.3410

  	
   

  	
  6.6175

  	
   

  	
  6.0726

  	
   

  	
  4.9448

  	
   

  	
  4.0769

  	
   

  	
  3.4003

  	
   

  	
  2.8672

  	
   

  	
  2.1019

  	
   

  	
  1.5989

  	
   

  	
  1.2571

  	
   

  	
  0.8445

  	
   

  	
  0.6179

  	
   

  	
  0.4803

  	
   

  	
  0.3893

  	
   

  	
  0.3245

  	
   

  
	
  5/15/2008

  	
   

  	
  7.2597

  	
   

  	
  6.4873

  	
   

  	
  5.9068

  	
   

  	
  4.7107

  	
   

  	
  3.7991

  	
   

  	
  3.0974

  	
   

  	
  2.5530

  	
   

  	
  1.7915

  	
   

  	
  1.3110

  	
   

  	
  0.9986

  	
   

  	
  0.6439

  	
   

  	
  0.4635

  	
   

  	
  0.3596

  	
   

  	
  0.2928

  	
   

  	
  0.2457

  	
   

  
	
  5/15/2009

  	
   

  	
  7.2044

  	
   

  	
  6.3621

  	
   

  	
  5.7296

  	
   

  	
  4.4316

  	
   

  	
  3.4532

  	
   

  	
  2.7132

  	
   

  	
  2.1522

  	
   

  	
  1.3998

  	
   

  	
  0.9572

  	
   

  	
  0.6911

  	
   

  	
  0.4205

  	
   

  	
  0.2998

  	
   

  	
  0.2353

  	
   

  	
  0.1946

  	
   

  	
  0.1655

  	
   

  
	
  5/15/2010

  	
   

  	
  7.2746

  	
   

  	
  6.3201

  	
   

  	
  5.5993

  	
   

  	
  4.1151

  	
   

  	
  3.0056

  	
   

  	
  2.1877

  	
   

  	
  1.5937

  	
   

  	
  0.8660

  	
   

  	
  0.5041

  	
   

  	
  0.3260

  	
   

  	
  0.1881

  	
   

  	
  0.1407

  	
   

  	
  0.1157

  	
   

  	
  0.0984

  	
   

  	
  0.0850

  	
   

  
	
  5/15/2011

  	
   

  	
  7.4170

  	
   

  	
  6.7005

  	
   

  	
  5.8672

  	
   

  	
  4.0490

  	
   

  	
  2.5339

  	
   

  	
  1.2518

  	
   

  	
  0.1529

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
																																															



 


You should rely only on the information contained or
incorporated by reference in the preliminary offering memorandum dated May 22,
2006, as supplemented by this final pricing term sheet in making an investment
decision with respect to these securities.


 


This notice shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of the notes or
the common stock issuable upon conversion of the notes in any state or
jurisdiction in which such offer, solicitation or sale would be


 


D-2

















 


unlawful. The notes will be offered to qualified
institutional buyers in reliance on Rule 144A under the Securities Act of 1933,
as amended. The notes and the shares of common stock issuable upon conversion
of the notes have not been registered under the Securities Act or any state
securities laws, and may not be offered or sold in the United States or to U.S.
persons absent registration or an applicable exemption from the registration
requirements.


 


**QIBS ONLY**


**APPROVED FOR EXTERNAL USE**


 


This
communication is intended for the sole use of the person to whom it is provided
by us.


 


ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT
APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR
OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION
BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.


 


D-3