covenants under this
Amendment may be an Unmatured Default or Default under the other Loan Documents.
-2-
(b) Credit Facility.
(i) Upon effectiveness of this Amendment (y) each Lender shall have the
Commitment set forth opposite such Lender's name on the Commitment Schedule
attached to Annex A hereto under the caption "Commitment" and (z) the Commitment
Maturity Date of each Lender shall be as set forth on such Commitment Schedule.
(ii) Each Lender that did not have a Commitment prior to its execution of this
Amendment is hereby added to the Credit Agreement as an Additional Lender in
accordance with Section 2.27.1 of the Credit Agreement, with a Commitment and
Commitment Maturity Date as provided above, and each such Additional Lender
agrees to be bound by all of the terms and provisions of the Credit Agreement
binding on each
Lender.
(iii) Certain Lenders that had Commitments prior to their execution of this
Amendment have agreed to extend the Commitment Maturity Date of, and in certain
cases increase the amount of, their respective Commitments. The Commitment
Maturity Date of each such Lender is hereby extended and the Commitment of each
such Lender is hereby increased, as applicable, to the respective Commitment
Maturity Date and Commitment set forth on the Commitment Schedule. Section 6.
Reaffirmation of Guaranty. By its signature hereto, the Parent represents and
warrants that it has no defense to the enforcement of the Guaranty, and that
according to its terms the Guaranty will continue in full force and effect to
guaranty the Subsidiary Borrowers' obligations under the Credit Agreement and
the other amounts described in the Guaranty following the execution of this
Amendment.
Section 7. Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
Section 8. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, and may be executed and
delivered by telecopier or other electronic means such as portable digital
format (PDF).
Section 9. ENTIRE AGREEMENT. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
[Remainder of page intentionally blank. Signatures appear on the following
pages.]
-3-
ANNEX A
Annex A to Second Amendment to Credit Agreement
Annex A
CREDIT AGREEMENT
AMONG
CAMERON INTERNATIONAL CORPORATION,
AND THE OTHER BORROWERS NAMED HEREIN
AS BORROWERS,
THE LENDERS NAMED HEREIN,
JPMORGAN CHASE BANK, N.A.
AS ADMINISTRATIVE AGENT,
J.P. MORGAN SECURITIES LLC
AS LEAD ARRANGER AND SOLE BOOK RUNNER,
AND
THE ROYAL BANK OF SCOTLAND PLC, THE BANK OF TOKYO-MITSUBISHI UFJ,
LTD., DNB NOR BANK ASA, AND EXPORT DEVELOPMENT CANADA
AS SYNDICATION AGENTS
DATED AS OF
APRIL 14, 2008
AS AMENDED AND RESTATED AS OF
JUNE 6, 2011
PURSUANT TO THE SECOND AMENDMENT TO CREDIT AGREEMENT
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS
1