BE BROUGHT EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK (OR THE STATE COURTS OF NEW YORK SITTING
IN THE BOROUGH OF MANHATTAN IN THE EVENT THE SOUTHERN DISTRICT OF NEW YORK LACKS
SUBJECT MATTER JURISDICTION), AND ANY APPELLATE COURT FROM ANY THEREOF.
(b)
EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO
THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO
IN PARAGRAPH (A) OF THIS SECTION.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(c)
EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 13.1.
NOTHING IN THIS
AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW.
16.3.
WAIVER OF JURY TRIAL.
EACH BORROWER, THE ADMINISTRATIVE AGENT, EACH
LC ISSUER, AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.
EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER
AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.
[Signatures appear on the following pages.]
107
IN WITNESS WHEREOF, the Borrowers, the Lenders, the LC Issuer and the
Administrative Agent have executed this Agreement as of the date first above
written.
CAMERON INTERNATIONAL CORPORATION
By:
/s/ H. Keith Jennings
H. Keith Jennings
Vice President and Treasurer
Address:
1333 West Loop South, Suite 1700 Houston, Texas 77027
Attention:
H. Keith Jennings
Telephone:
(713) 513-3336
Telecopy:
(713) 513-3355
E-mail:

CAMERON FLOW CONTROL TECHNOLOGY GMBH, CAMERON PETROLEUM (UK) LIMITED, CAMERON
(SINGAPORE) PTE. LTD., CAMERON CANADA CORPORATION, CAMERON LUX V S.À R.L.
By:
/s/ H. Keith Jennings
H. Keith Jennings
Attorney in Fact
Address:
1333 West Loop South, Suite 1700 Houston, Texas 77027
Attention:
H. Keith Jennings
Telephone:
(713) 513-3336
Telecopy:
(713) 513-3355
E-mail:

Signature Page to Credit Agreement
CITIBANK, N.A.,
individually, as Administrative Agent, and as LC Issuer
By:
/s/ Lisa Huang
Name:
Lisa Huang
Title:
Vice President
Signature Page to Credit Agreement
CITIBANK, N.A., individually, as Lender, and as Swing Line Lender
By:
/s/ Lisa Huang
Name:
Lisa Huang
Title:
Vice President
Signature Page to Credit Agreement
JPMORGAN CHASE BANK, N.A., individually, as Lender
By:
/s/