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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 22, 1996
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Cooper Cameron Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-13884 76-0451843
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(Commission File Number) (IRS Employer Identification No.)
515 Post Oak Boulevard, Suite 1200, Houston, Texas 77027
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (713) 513-3300
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On August 22, 1996, Cooper Cameron Corporation (the "Company"), Cooper
Industries, Inc. ("Cooper") and Salomon Brothers Inc entered into an
underwriting agreement with respect to the 3,551,000 shares of Company Common
Stock previously registered for sale under the Securities Act of 1933
(Registration Statement No. 333-8589) by Cooper, but which remained unsold at
the date hereof (see Exhibit 1.1). Additional information concerning the
underwriting agreement which supplements the plan of distribution included in
the Registration Statement as it became effective is to be included in a
prospectus supplement to be filed on the date hereof pursuant to Rules 415 and
424(b)3.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1 Underwriting Agreement dated August 22, 1996 among Salomon
Brothers Inc, Cooper Industries, Inc. and the Company.
10.1 First Amendment dated June 19, 1996 to Credit Agreement among the
Company, certain subsidiaries, First National Bank of Chicago, as
Agent, and certain other lenders named therein.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COOPER CAMERON CORPORATION
By: /s/ Franklin Myers
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Franklin Myers
Senior Vice President and General Counsel
Date: August 22, 1996
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Numbered Page
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<C> <S> <C>
1.1 Underwriting Agreement dated August 22, 1996 among Salomon
Brothers Inc, Cooper Industries, Inc. and the Company. 5
10.1 First Amendment dated June 21, 1996 to Credit Agreement among the
Company, certain subsidiaries, First National Bank of Chicago, as
Agent, and certain other lenders named therein.
</TABLE>
4
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EXHIBIT 1.1
Cooper Cameron Corporation
Underwriting Agreement
New York, New York
To the Representatives
named in Schedule I
hereto of the Under-
writers named in
Schedule II hereto
Dear Sirs:
Cooper Industries, Inc., an Ohio corporation (the "Selling
Stockholder"), proposes to sell to the underwriters named in Schedule II hereto
(the "Underwriters"), for whom you (the "Representatives") are acting as
representatives, the number of shares of Common Stock, $0.01 par value ("Common
Stock"), of Cooper Cameron Corporation, a Delaware corporation (the "Company"),
set forth in Schedule I hereto (the "Securities"). If the firm or firms listed
in Schedule II hereto include only the firm or firms listed in Schedule I
hereto, then the terms "Underwriters" and "Representatives", as used herein,
shall each be deemed to refer to such firm or firms.
1. Representations and Warranties.
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(a) The Company represents and warrants to, and agrees with, each
Underwriter and the Selling Stockholder as set forth below in this Section 1.
Certain terms used in this Section 1 are defined in subparagraph (a)(iv) hereof.
If the offering of the Securities is a Delayed Offering (as specified in
Schedule I hereto), subparagraph (a)(i) below is applicable and, if the offering
of the Securities is a Non-Delayed Offering (as so specified), subparagraph
(a)(ii) below is applicable.
(i) The Company meets the requirements for use of Form S-3 under the
Securities Act of 1933 (the "Act") and has filed with the Securities and
Exchange Commission (the "Commission") a registration statement (the file
number of which is set forth in Schedule I hereto)
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on such Form, including a basic prospectus, for registration under the Act
of the offering and sale of the Securities. The Company may have filed one
or more amendments thereto, and may have used a Preliminary Final
Prospectus, each of which has previously been furnished to you. Such
registration statement, as so amended, has become effective. The offering
of the Securities is a Delayed Offering and, although the Basic Prospectus
may not include all the information with respect to the Securities and the
offering thereof required by the Act and the rules thereunder to be
included in the Final Prospectus, the Basic Prospectus includes all such
information required by the Act and the rules thereunder to be included
therein as of the Effective Date. The Company will next file with the
Commission pursuant to Rules 415 and 424(b)(2), (3) or (5) a final
supplement to the form of prospectus included in such registration
statement relating to the Securities and the offering thereof. As filed,
such final prospectus supplement shall include all required information
with respect to the Securities and the offering thereof and, except to the
extent the Representatives shall agree in writing to a modification, shall
be in all substantive respects in the form furnished to you and the Selling
Stockholder prior to the Execution Time or, to the extent not completed at
the Execution Time, shall contain only such specific additional information
and other changes (beyond that contained in the Basic Prospectus and any
Preliminary Final Prospectus) as the Company has advised you and the
Selling Stockholder, prior to the Execution Time, will be included or made
therein.
(ii) The Company meets the requirements for the use of Form S-3 under
the Act and has filed with the Commission a registration statement (the
file number of which is set forth in Schedule I hereto) on such Form,
including a basic prospectus, for registration under the Act of the
offering and sale of the Securities. The Company may have filed one or
more amendments thereto, including a Preliminary Final Prospectus, each of
which has previously been furnished to you and the Selling Stockholder.
The Company will next file with the Commission either (x) a final
prospectus supplement relating to the Securities in accordance with Rules
430A and 424(b)(1) or (4), or (y) prior to the effectiveness of such
registration statement, an amendment to such registration statement,
including the
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form of final prospectus supplement. In the case of clause (x), the
Company has included in such registration statement, as amended at the
Effective Date, all information (other than Rule 430A Information) required
by the Act and the rules thereunder to be included in the Final Prospectus
with respect to the Securities and the offering thereof. As filed, such
final prospectus supplement or such amendment and form of final prospectus
supplement shall contain all Rule 430A Information, together with all other
such required information, with respect to the Securities and the offering
thereof and, except to the extent the Representatives shall agree in
writing to a modification, shall be in all substantive respects in the form
furnished to you and the Selling Stockholder prior to the Execution Time
or, to the extent not completed at the Execution Time, shall contain only
such specific additional information and other changes (beyond that
contained in the Basic Prospectus and any Preliminary Final Prospectus) as
the Company has advised you and the Selling Stockholder, prior to the
Execution Time, will be included or made therein.
(iii) On the Effective Date, the Registration Statement did or will,
and when the Final Prospectus is first filed (if required) in accordance
with Rule 424(b) and on the Closing Date, the Final Prospectus (and any
supplement thereto) will, comply in all material respects with the
applicable requirements of the Act and the Securities Exchange Act of 1934
(the "Exchange Act") and the respective rules thereunder; on the Effective
Date, the Registration Statement did not or will not contain any untrue
statement of a material fact or omit to state any material fact required to
be stated therein or necessary in order to make the statements therein not
misleading; and, on the Effective Date, the Final Prospectus, if not filed
pursuant to Rule 424(b), did not or will not, and on the date of any filing
pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus
(together with any supplement thereto) will not, include any 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
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Company makes no representations or warranties as to the information
contained in or omitted from the Registration Statement or the Final
Prospectus (or any
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supplement thereto) in reliance upon and in conformity with information
furnished in writing to the Company by or on behalf of any Underwriter
through the Representatives specifically for inclusion in the Registration
Statement or the Final Prospectus (or any supplement thereto).
(iv) The terms which follow, when used in this Agreement, shall have
the meanings indicated. The term "the Effective Date" shall mean each date
that the Registration Statement and any post-effective amendment or
amendments thereto became or become effective and each date after the date
hereof on which a document incorporated by reference in the Registration
Statement is filed. "Execution Time" shall mean the date and time that
this Agreement is executed and delivered by the parties hereto. "Basic
Prospectus" shall mean the prospectus referred to in paragraph (a) above
contained in the Registration Statement at the Effective Date including, in
the case of a Non-Delayed Offering, any Preliminary Final Prospectus.
"Preliminary Final Prospectus" shall mean any preliminary prospectus
supplement to the Basic Prospectus which describes the Securities and the
offering thereof and is used prior to filing of the Final Prospectus.
"Final Prospectus" shall mean the prospectus supplement relating to the
Securities that is first filed pursuant to Rule 424(b) after the Execution
Time, together with the Basic Prospectus or, if, in the case of a Non-
Delayed Offering, no filing pursuant to Rule 424(b) is required, shall mean
the form of final prospectus relating to the Securities, including the
Basic Prospectus, included in the Registration Statement at the Effective
Date. "Registration Statement" shall mean the registration statement
referred to in paragraph (a) above, including incorporated documents,
exhibits and financial statements, as amended at the Execution Time (or, if
not effective at the Execution Time), in the form in which it shall become
effective) and, in the event any post-effective amendment thereto becomes
effective prior to the Closing Date (as hereinafter defined), shall also
mean such registration statement as so amended. Such term shall include
any Rule 430A Information deemed to be included therein at the Effective
Date as provided by Rule 430A. If the Company files a registration
statement to register a portion of the Securities and relies on Rule 462(b)
for such registration statement to become effective upon filing with the
Commission
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(the "Rule 462 Registration Statement"), then any reference to the
"Registration Statement" shall be deemed to refer to both the registration
statement referred to above (and identified on Schedule I hereto) and the
Rule 462 Registration Statement, in each case as amended from time to time.
"Rule 415", "Rule 424", "Rule 430A", "Rule 462" and "Regulation S-K" refer
to such rules or regulation under the Act. "Rule 430A Information" means
information with respect to the Securities and the offering thereof
permitted to be omitted from the Registration Statement when it becomes
effective pursuant to Rule 430A. Any reference herein to the Registration
Statement, the Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 which
were filed under the Exchange Act on or before the Effective Date of the
Registration Statement or the issue date of the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, as the case may be;
and any reference herein to the terms "amend", "amendment" or "supplement"
with respect to the Registration Statement, the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus shall be deemed to
refer to and include the filing of any document under the Exchange Act
after the Effective Date of the Registration Statement or the issue date of
the Basic Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, as the case may be, deemed to be incorporated therein by
reference. A "Non-Delayed Offering" shall mean an offering of securities
which is intended to commence promptly after the effective date of a
registration statement, with the result that, pursuant to Rules 415 and
430A, all information (other than Rule 430A Information) with respect to
the securities so offered must be included in such registration statement
at the effective date thereof. A "Delayed Offering" shall mean an offering
of securities pursuant to Rule 415 which does not commence promptly after
the effective date of a registration statement, with the result that only
information required pursuant to Rule 415 need be included in such
registration statement at the effective date thereof with respect to the
securities so offered. Whether the offering of the Securities is a Non-
Delayed Offering or a Delayed Offering shall be set forth in Schedule I
hereto.
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(b) The Selling Stockholder represents and warrants to, and agrees
with, the Company and each Underwriter that:
(i) The Selling Stockholder is the lawful owner of the Securities to
be sold by the Selling Stockholder hereunder and upon sale and delivery of,
and payment for, such Securities, as provided herein, the Selling
Stockholder will convey good and marketable title to such Securities, free
and clear of all liens, encumbrances, equities and claims whatsoever.
(ii) The Selling Stockholder has no reason to believe that the
representations and warranties of the Company contained in this Section 1
are not true and correct, is familiar with the Registration Statement and
has no knowledge of any material fact, condition or information not
disclosed in the Final Prospectus or any supplement thereto which has
adversely affected or may adversely affect the business of the Company or
any of its subsidiaries; and the sale of Securities by the Selling
Stockholder pursuant hereto is not prompted by any information concerning
the Company or any of its subsidiaries which is not set forth in the Final
Prospectus or any supplement thereto.
(iii) The Selling Stockholder has not taken and will not take,
directly or indirectly, any action designed to or which has constituted or
which might reasonably be expected to cause or result, under the Exchange
Act or otherwise, in stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of the Securities
and has not effected any sales of shares of Common Stock which, if effected
by the issuer, would be required to be disclosed in response to Item 701 of
Regulation S-K.
(iv) No consent, approval, authorization or order of any court or
governmental agency or body is required for the consummation by such
Selling Stockholder of the transactions contemplated herein, except such as
may have been obtained under the Act and such as may be required under the
blue sky laws of any jurisdiction in connection with the purchase and
distribution of the Securities by the Underwriters and such other approvals
as have been obtained.
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(v) Neither the sale of the Securities being sold by such Selling
Stockholder nor the consummation of any other of the transactions herein
contemplated by such Selling Stockholder or the fulfillment of the terms
hereof by such Selling Stockholder will conflict with, result in a breach
or violation of, or constitute a default under any law or the charter or
by-laws of such Selling Stockholder or the terms of any indenture or other
agreement or instrument to which such Selling Stockholder or any of its
subsidiaries is a party or bound, or any judgment, order or decree
applicable to such Selling Stockholder or any of its subsidiaries of any
court, regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over such Selling Stockholder or any of its
subsidiaries.
In respect of any statements in or omissions from the Registration
Statement, the Basic Prospectus or the Final Prospectus or any supplement
thereto made in reliance upon and in conformity with information furnished in
writing to the Company by the Selling Stockholder specifically for use in
connection with the preparation thereof, the Selling Stockholder hereby makes
the same representations and warranties to each Underwriter as the Company makes
to such Underwriter and the Company under subparagraph (a)(iii) of this Section.
2. Purchase and Sale. Subject to the terms and conditions and in
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reliance upon the representations and warranties herein set forth, the Selling
Stockholder agrees to sell to each Underwriter, and each Underwriter agrees,
severally and not jointly, to purchase from the Selling Stockholder, at the
purchase price per share on Schedule I, the amount of Securities set forth
opposite such Underwriter's name in Schedule II hereto.
3. Delivery and Payment. Delivery of and payment for the Securities
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shall be made on the date and at the time specified in Schedule I hereto (or
such later date not later than five business days after such specified date as
the Representatives shall designate), which date and time may be postponed by
agreement between the Representatives and the Selling Stockholder (such date and
time of delivery and payment for the Securities being herein called the "Closing
Date"). Delivery of the Securities shall be made to the Representatives for the
respective accounts of the several Underwriters against payment by the several
Underwriters through the Representatives of the purchase price thereof to
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or upon the order of the Selling Stockholder by wire transfer of immediately
available funds to an account designated by the Selling Stockholder at least one
full business day in advance of the Closing Date. Delivery of the Securities
shall be made at such location as the Representatives shall reasonably designate
at least two business days in advance of the Closing Date and payment for the
Securities shall be made at the office specified in Schedule I hereto.
Certificates for the Securities shall be registered in such names and in such
denominations as the Representatives may request not less than one full business
day in advance of the Closing Date.
The Company and the Selling Stockholder agree to have the Securities
available for inspection, checking and packaging by the Representatives in New
York, New York, not later than 1:00 p.m. on the business day prior to the
Closing Date.
The Selling Stockholder will pay all applicable state transfer taxes,
if any, involved in the transfer to the several Underwriters of the Securities
to be purchased by them from the Selling Stockholder and the respective
Underwriters will pay any additional stock transfer taxes involved in further
transfers.
4. Agreements. (a) The Company agrees with the several Underwriters
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and the Selling Stockholder that:
(i) The Company will use its best efforts to cause the Registration
Statement, if not effective at the Execution Time, and any amendment
thereto, to become effective. Prior to the termination of the offering of
the Securities, the Company will not file any amendment of the Registration
Statement or supplement (including the Final Prospectus or any Preliminary
Final Prospectus) to the Basic Prospectus unless the Company has furnished
you and the Selling Stockholder a copy for your review prior to filing and
will not file any such proposed amendment or supplement to which you
reasonably object. Subject to the foregoing sentence, the Company will
cause the Final Prospectus, properly completed, and any supplement thereto
to be filed with the Commission pursuant to the applicable paragraph of
Rule 424(b) within the time period prescribed and will provide evidence
satisfactory to the Representatives and the Selling Stockholder of such
timely filing. The Company will promptly advise the Representatives and
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the Selling Stockholder (A) when the Registration Statement, if not
effective at the Execution Time, and any amendment thereto, shall have
become effective, (B) when the Final Prospectus shall have been filed with
the Commission pursuant to Rule 424(b), (C) when, prior to termination of
the offering of the Securities, any amendment to the Registration Statement
shall have been filed or become effective, (D) of any request by the
Commission for any amendment of the Registration Statement or supplement to
the Final Prospectus or for any additional information, (E) of the issuance
by the Commission of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of any proceeding
for that purpose and (F) of the receipt by the Company of any notification
with respect to the suspension of the qualification of the Securities for
sale in any jurisdiction or the initiation or threatening of any proceeding
for such purpose. The Company will use its best efforts to prevent the
issuance of any such stop order and, if issued, to obtain as soon as
possible the withdrawal thereof.
(ii) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Act, any event occurs as a result of
which the Final Prospectus as then supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary
to make the statements therein in the light of the circumstances under
which they were made not misleading, or if it shall be necessary to amend
the Registration Statement or supplement the Final Prospectus to comply
with the Act or the Exchange Act or the respective rules thereunder, the
Company promptly will (i) prepare and file with the Commission, subject to
the second sentence of subparagraph (a)(i) of this Section 4, an amendment
or supplement which will correct such statement or omission or effect such
compliance and (ii) supply any supplemented Prospectus to you and the
Selling Stockholder in such quantities as you and the Selling Stockholder
may reasonably request.
(iii) As soon as practicable, the Company will make generally
available to its security holders and to the Representatives an earnings
statement or statements of the Company and its subsidiaries which will
satisfy the
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provisions of Section 11(a) of the Act and Rule 158 under the Act.
(iv) The Company will furnish to the Representatives, counsel for the
Underwriters and the Selling Stockholder, without charge, copies of the
Registration Statement (including exhibits thereto) and, so long as
delivery of a prospectus by an Underwriter or dealer may be required by the
Act, as many copies of any Preliminary Final Prospectus and the Final
Prospectus and any supplement thereto as the Representatives and the
Selling Stockholder may reasonably request. The Company will pay the
expenses of printing or other production of all documents relating to the
offering.
(v) The Company will arrange for the qualification of the Securities
for sale under the laws of such jurisdictions as the Representatives may
designate, will maintain such qualifications in effect so long as required
for the distribution of the Securities and will pay the fees of the
National Association of Securities Dealers, Inc. in connection with its
review of the offering.
(vi) Until the date set forth on Schedule I hereto, the Company will
not, without the prior written consent of the Representatives, offer, sell
or contract to sell, or otherwise dispose of, directly or indirectly, or
announce the offering of, any other shares of Common Stock or any
securities convertible into, or exchangeable for, shares of Common Stock;
provided, however, that the Company may issue and sell Common Stock
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pursuant to any employee stock option plan, stock ownership plan or
dividend reinvestment plan of the Company in effect at the Execution Time
and the Company may issue Common Stock issuable upon the conversion of
securities or the exercise of warrants outstanding at the Execution Time;
provided further, that the Company may issue shares of Common Stock as
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consideration in an acquisition of common stock or assets of another
company provided that (i) the aggregate number of shares of Common Stock so
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issued does not exceed five percent of the number of shares of Common Stock
issued and outstanding as of the Execution Date and (ii) any person or
entity who receives in excess of twenty percent of the shares of Common
Stock issued in any such acquisition confirms in writing in a manner
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acceptable to the Representatives its agreement to be bound by the terms of
this Section 4(a)(vi).
(vii) The Company confirms as of the date hereof that it is in
compliance with all provisions of Section 1 of Laws of Florida, Chapter 92-
198, An Act Relating to Disclosure of Doing Business with Cuba, and the
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Company further agrees that if it commences engaging in business with the
government of Cuba or with any person or affiliate located in Cuba after
the date the Registration Statement becomes or has become effective with
the Securities and Exchange Commission or with the Florida Department of
Banking and Finance (the "Department"), whichever date is later, or if the
information reported in the Prospectus, if any, concerning the Company's
business with Cuba or with any person or affiliate located in Cuba changes
in any material way, the Company will provide the Department notice of such
business or change, as appropriate, in a form acceptable to the Department.
(b) The Selling Stockholder agrees with the several Underwriters
that, until the date set forth on Schedule I hereto, it will not, without the
prior written consent of the Representatives, offer, sell or contract to sell,
or otherwise dispose of, directly or indirectly, or announce the offering of,
any other shares of Common Stock beneficially owned by such person, or any
securities convertible into, or exchangeable for, shares of Common Stock, other
than shares of Common Stock disposed of as bona fide gifts; provided, however,
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that the foregoing restriction shall not prevent the sale by the Cooper
Industries Foundation of up to 54,000 shares of Common Stock previously
transferred to it by the Selling Stockholder.
5. Conditions to the Obligations of the Underwriters. The
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obligations of the Underwriters to purchase the Securities shall be subject to
the accuracy of the representations and warranties on the part of the Company
and the Selling Stockholder contained herein as of the Execution Time and the
Closing Date, to the accuracy of the statements of the Company and the Selling
Stockholder made in any certificates pursuant to the provisions hereof, to the
performance by the Company and the Selling Stockholder
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of their respective obligations hereunder and to the following additional
conditions:
(a) If the Registration Statement has not become effective prior to
the Execution Time, unless the Representatives agree in writing to a later
time, the Registration Statement will become effective not later than (i)
6:00 p.m. New York City time, on the date of determination of the public
offering price, if such determination occurred at or prior to 3:00 p.m. New
York City time on such date or (ii) 12:00 noon on the business day
following the day on which the public offering price was determined, if
such determination occurred after 3:00 p.m. New York City time on such
date; if filing of the Final Prospectus, or any supplement thereto, is
required pursuant to Rule 424(b), the Final Prospectus, and any such
supplement, shall have been filed in the manner and within the time period
required by Rule 424(b); and no stop order suspending the effectiveness of
the Registration Statement shall have been issued and no proceedings for
that purpose shall have been instituted or threatened.
(b) The Company shall have furnished to the Representatives and the
Selling Stockholder the opinion of Franklin Myers, Senior Vice President
and General Counsel for the Company, dated the Closing Date, to the effect
that:
(i) each of the Company, Cooper Turbocompressor, Inc. and Cooper
Cameron (U.K.) Limited (individually a "Subsidiary" and collectively
the "Subsidiaries") has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the jurisdiction
in which it is chartered or organized, with full corporate power and
authority to own its properties and conduct its business as described
in the Final Prospectus, and is duly qualified to do business as a
foreign corporation and is in good standing under the laws of each
jurisdiction which requires such qualification wherein it owns or
leases material properties or conducts material business;
(ii) all the outstanding shares of capital stock of each
Subsidiary have been duly and validly authorized and issued and are
fully paid
<PAGE>
and nonassessable, and, except as otherwise set forth in the Final
Prospectus, all outstanding shares of capital stock of the
Subsidiaries are owned by the Company either directly or through
wholly owned subsidiaries free and clear of any perfected security
interest and, to the knowledge of such counsel, after due inquiry, any
other security interests, claims, liens or encumbrances;
(iii) the Company's authorized equity capitalization is as set
forth in the Final Prospectus; the capital stock of the Company
conforms to the description thereof contained in the Final Prospectus;
the outstanding shares of Common Stock have been duly and validly
authorized and issued and are fully paid and nonassessable; the
Securities have been duly and validly authorized and issued and are
fully paid and nonassessable; the Securities are fully listed on the
New York Stock Exchange; the certificates for the Securities are in
valid and sufficient form; and the holders of outstanding shares of
capital stock of the Company are not entitled to preemptive rights for
the Securities;
(iv) to the best knowledge of such counsel, there is no pending
or threatened action, suit or proceeding before any court or
governmental agency, authority or body or any arbitrator involving the
Company or any of its subsidiaries, of a character required to be
disclosed in the Registration Statement which is not adequately
disclosed in the Final Prospectus, and there is no franchise, contract
or other document of a character required to be described in the
Registration Statement or Final Prospectus, or to be filed as an
exhibit, which is not described or filed as required; and the
statements included or incorporated in the Final Prospectus describing
any legal proceedings or material contracts or agreements relating to
the Company fairly represent the matters described;
(v) the Registration Statement has become effective under the
Act; any required filing of the Basic Prospectus, any Preliminary
Final Prospectus and the Final Prospectus, and any supplements
thereto, pursuant to Rule 424(b) has been
<PAGE>
made in the manner and within the time period required by Rule 424(b);
to the best knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been issued, no
proceedings for that purpose have been instituted or threatened, and
the Registration Statement and the Final Prospectus (other than the
financial statements and other financial and statistical information
contained therein as to which such counsel need express no opinion)
comply as to form in all material respects with the applicable
requirements of the Act and the Exchange Act and the respective rules
thereunder; and such counsel has no reason to believe that at the
Effective Date the Registration Statement contained any untrue
statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading or that the Final Prospectus includes any
untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(vi) this Agreement has been duly authorized, executed and
delivered by the Company;
(vii) no consent, approval, authorization or order of any court
or governmental agency or body is required for the consummation of the
transactions contemplated herein, except such as have been obtained
under the Act and such as may be required under the blue sky laws of
any jurisdiction in connection with the purchase and distribution of
the Securities by the Underwriters and such other approvals (specified
in such opinion) as have been obtained;
(viii) neither the sale of the Securities, nor the consummation
of any other of the transactions herein contemplated nor the
fulfillment of the terms hereof will conflict with, result in a breach
or violation of, or constitute a default under any law or the charter
or by-laws of the Company or the terms of any indenture or other
agreement or instrument known to such counsel and to which the Company
or any of its subsidiaries is
<PAGE>
a party or bound or any judgment, order or decree known to such
counsel to be applicable to the Company or any of its subsidiaries of
any court, regulatory body, administrative agency, governmental body
or arbitrator having jurisdiction over the Company or any of its
subsidiaries; and
(ix) other than the Selling Stockholder, no holders of securities
of the Company have rights to the registration of such securities
under the Registration Statement.
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the State
of Texas, the General Corporation Law of the State of Delaware or the laws
of the United States, to the extent deemed proper and specified in such
opinion, upon the opinion of other counsel of good standing believed to be
reliable and who are satisfactory to counsel for the Underwriters and (B)
as to matters of fact, to the extent deemed proper, on certificates of
responsible officers of the Company and public officials. References to
the Final Prospectus in this paragraph (b) include any supplements thereto
at the Closing Date.
(c) The Company shall have furnished to the Representatives and
the Selling Stockholder the opinion of Porter & Hedges, L.L.P, counsel for
the Company, dated the Closing Date, to the effect that the Registration
Statement has become effective under the Act; any required filing of the
Basic Prospectus, any Preliminary Final Prospectus and the Final
Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been
made in the manner and within the time period required by Rule 424(b); to
the best knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been issued, no proceedings
for that purpose have been instituted or threatened, and the Registration
Statement and the Final Prospectus (other than the financial statements and
other financial and statistical information contained therein as to which
such counsel need express no opinion) comply as to form in all material
respects with the applicable requirements of the Act and the Exchange Act
and the respective rules thereunder; and such counsel has no reason to
believe that at the Effective Date the Registration Statement contained any
<PAGE>
untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading or that the Final Prospectus includes any untrue statement
of a material fact or omits to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.
(d) The Selling Stockholder shall have furnished to the
Representatives the opinion of Diane K. Schumacher, General Counsel for the
Selling Stockholder, dated the Closing Date, to the effect that:
(i) this Agreement has been duly authorized, executed and
delivered by the Selling Stockholder and the Selling Stockholder has
full legal right and authority to sell, transfer and deliver in the
manner provided in this Agreement the Securities being sold by the
Selling Stockholder hereunder;
(ii) the delivery by the Selling Stockholder to the several
Underwriters of certificates for the Securities being sold hereunder
by the Selling Stockholder against payment therefor as provided
herein, will pass good and marketable title to such Securities to the
several Underwriters, free and clear of all liens, encumbrances,
equities and claims whatsoever;
(iii) no consent, approval, authorization or order of any court
or governmental agency or body is required for the consummation by the
Selling Stockholder of the transactions contemplated herein, except
such as may have been obtained under the Act and such as may be
required under the blue sky laws of any jurisdiction in connection
with the purchase and distribution of the Securities by the
Underwriters and such other approvals (specified in such opinion) as
have been obtained; and
(iv) neither the sale of the Securities being sold by the Selling
Stockholder nor the consummation of any other of the transactions
herein contemplated by the Selling Stockholder or the fulfillment of
the terms hereof by the Selling Stockholder will conflict with, result
in a breach
<PAGE>
or violation of, or constitute a default under any law or the charter
or by-laws of the Selling Stockholder or the terms of any indenture or
other agreement or instrument known to such counsel and to which the
Selling Stockholder or any of its subsidiaries is a party or bound, or
any judgment, order or decree known to such counsel to be applicable
to the Selling Stockholder or any of its subsidiaries of any court,
regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over the Selling Stockholder or any of
its subsidiaries.
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the States
of Ohio and Texas or the United States, to the extent they deem proper and
specified in such opinion, upon the opinion of other counsel of good
standing whom they believe to be reliable and who are satisfactory to
counsel for the Underwriters, and (B) as to matters of fact, to the extent
they deem proper, on certificates of responsible officers of the Selling
Stockholder and public officials.
(e) The Representatives shall have received from Cravath, Swaine &
Moore, counsel for the Underwriters, such opinion or opinions, dated the
Closing Date, with respect to the issuance and sale of the Securities, the
Registration Statement, the Final Prospectus (together with any supplement
thereto) and other related matters as the Representatives may reasonably
require, and the Company shall have furnished to such counsel such
documents as they request for the purpose of enabling them to pass upon
such matters.
(f) The Company shall have furnished to the Representatives and the
Selling Stockholder a certificate of the Company, signed by the Chairman of
the Board or the President and the principal financial or accounting
officer of the Company, dated the Closing Date, to the effect that the
signers of such certificate have carefully examined the Registration
Statement, the Final Prospectus, any supplement to the Final Prospectus and
this Agreement and that:
(i) the representations and warranties of the Company in this
Agreement are true and correct in
<PAGE>
all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date and the Company has complied
with all the agreements and satisfied all the conditions on its part
to be performed or satisfied at or prior to the Closing Date;
(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the Company's knowledge,
threatened; and
(iii) since the date of the most recent financial statements
included in the Final Prospectus (exclusive of any supplement
thereto), there has been no material adverse change in the condition
(financial or other), earnings, business or properties of the Company
and its subsidiaries, whether or not arising from transactions in the
ordinary course of business, except as set forth in or contemplated in
the Final Prospectus (exclusive of any supplement thereto).
(g) The Selling Stockholder shall have furnished to the Company and
the Representatives a certificate, signed by its President, Senior Vice
President, Finance or Senior Vice President, General Counsel and Secretary
and its Treasurer or Assistant Treasurer dated the Closing Date, to the
effect that the signers of such certificate have carefully examined the
Registration Statement, the Prospectus, any supplement to the Prospectus
and this Agreement and that the representations and warranties of the
Selling Stockholder in this Agreement are true and correct in all material
respects on and as of the Closing Date to the same effect as if made on the
Closing Date.
(h) At the Closing Date, Ernst & Young LLP shall have furnished to
the Representatives and the Selling Stockholder a letter or letters (which
may refer to letters previously delivered to one or more of the
Representatives), dated as of the Closing Date, in form and substance
satisfactory to the Representatives, confirming that they are independent
accountants within the meaning of the Act and the Exchange Act and the
<PAGE>
respective applicable published rules and regulations thereunder and that
they have performed a review of the unaudited interim financial information
for the three-month period ended March 31, 1996, and the six-month period
ended and as of June 30, 1996, in accordance with Statement on Accounting
Matters No. 71 and stating in effect that:
(i) in their opinion the audited financial statements and
financial statement schedules included or incorporated in the
Registration Statement and the Final Prospectus and reported on by
them comply in form in all material respects with the applicable
accounting requirements of the Act and the Exchange Act and the
related published rules and regulations;
(ii) on the basis of a reading of the latest unaudited financial
statements made available by the Company and its subsidiaries;
carrying out certain specified procedures (but not an examination in
accordance with generally accepted auditing standards) which would not
necessarily reveal matters of significance with respect to the
comments set forth in such letter; a reading of the minutes of the
meetings of the stockholders, directors and audit and compensation
committees of the Company; and inquiries of certain officials of the
Company who have responsibility for financial and accounting matters
of the Company and its subsidiaries as to transactions and events
subsequent to the date of the most recent audited financial statements
in or incorporated in the Final Prospectus, nothing came to their
attention which caused them to believe that:
(1) any unaudited financial statements included or
incorporated in the Registration Statement and the Final
Prospectus do not comply in form in all material respects with
applicable accounting requirements and with the published rules
and regulations of the Commission with respect to financial
statements included or incorporated in quarterly reports on Form
10-Q under the Exchange Act; and said unaudited financial
statements are not in conformity with generally accepted
accounting principles applied on a basis
<PAGE>
substantially consistent with that of the audited financial
statements included or incorporated in the Registration Statement
and the Final Prospectus; or
(2) with respect to the period subsequent to the date of the
most recent financial statements (other than any capsule
information), audited or unaudited, in or incorporated in the
Registration Statement and the Final Prospectus, there were any
changes, at a specified date not more than five business days
prior to the date of the letter, in the Long-term debt of the
Company or Other long-term liabilities of the Company or
decreases in the Total stockholders' equity/net assets of the
Company as compared with the amounts shown on the most recent
consolidated balance sheet included or incorporated in the
Registration Statement and the Final Prospectus, or for the
period from the date of the most recent financial statements
included or incorporated in the Registration Statement and the
Final Prospectus to such specified date there were any decreases,
as compared with the corresponding period in the preceding year
in Revenues of the Company, in Income (loss) before income taxes
of the Company or in total or per share amounts of Net income
(loss) of the Company, except in all instances for changes or
decreases set forth in such letter, in which case the letter
shall be accompanied by an explanation by the Company as to the
significance thereof unless said explanation is not deemed
necessary by the Representatives.
(iii) they have performed certain other specified procedures as a
result of which they determined that certain information of an
accounting, financial or statistical nature (which is limited to
accounting, financial or statistical information derived from the
general accounting records of the Company and its subsidiaries) set
forth in the Registration Statement and the Final Prospectus,
including the information included or incorporated in Items 1, 2, 3,
6, 7, 11, 12 and 13 of the Company's Annual Report on Form 10-K,
<PAGE>
incorporated in the Registration Statement and the Prospectus, and the
information included in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included or
incorporated in the Company's Quarterly Reports on Form 10-Q,
incorporated in the Registration Statement and the Final Prospectus,
agrees with the accounting records of the Company and its
subsidiaries, excluding any questions of legal interpretation.
References to the Final Prospectus in this paragraph (h) include any
supplement thereto at the date of the letter.
(i) Subsequent to the Execution Time or, if earlier, the dates as of
which information is given in the Registration Statement (exclusive of any
amendment thereof) and the Final Prospectus (exclusive of any supplement
thereto), there shall not have been (i) any change or decrease specified in
the letter or letters referred to in paragraph (h) of this Section 5 or
(ii) any change, or any development involving a prospective change, in or
affecting the business or properties of the Company and its subsidiaries
the effect of which, in any case referred to in clause (i) or (ii) above,
is, in the judgment of the Representatives, so material and adverse as to
make it impractical or inadvisable to proceed with the offering or delivery
of the Securities as contemplated by the Registration Statement (exclusive
of any amendment thereof) and the Final Prospectus (exclusive of any
supplement thereto).
(j) On or prior to the Execution Time, the New York Stock Exchange
shall, if required, have approved the Underwriters' participation in the
distribution of the Securities to be sold by the Selling Stockholder.
(k) Prior to the Closing Date, the Company and the Selling
Stockholder shall have furnished to the Representatives such further
information, certificates and documents as the Representatives may
reasonably request.
If any of the conditions specified in this Section 5 shall not have
been fulfilled in all material
<PAGE>
respects when and as provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall not be in all
material respects reasonably satisfactory in form and substance to the
Representatives and counsel for the Underwriters, this Agreement and all
obligations of the Underwriters hereunder may be canceled at, or at any time
prior to, the Closing Date by the Representatives. Notice of such cancellation
shall be given to the Company and the Selling Stockholder in writing or by
telephone or telegraph confirmed in writing.
The documents required to be delivered by this Section 5 shall be
delivered at the office of Cravath, Swaine & Moore, counsel for the
Underwriters, at Worldwide Plaza, 825 Eighth Avenue, New York, New York, on the
Closing Date.
6. Reimbursement of Underwriters' Expenses. If the sale of the
----------------------------------------
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 5 hereof (other than
Section 5(d) or 5(g)) is not satisfied, because of any termination pursuant to
Section 8 hereof or because of any refusal, inability or failure on the part of
the Company to perform any agreement herein or comply with any provision hereof
other than by reason of a default by any of the Underwriters, the Company will
reimburse the Underwriters severally upon demand for all out-of-pocket expenses
(including reasonable fees and disbursements of counsel) that shall have been
incurred by them in connection with the proposed purchase and sale of the
Securities. If the sale of the Securities provided for herein is not
consummated because any condition to the obligations of the Underwriters set
forth in Section 5(d) or 5(g) hereof is not satisfied, or because of any
refusal, inability or failure on the part of the Selling Stockholder to perform
any agreement herein or comply with any provision hereof other than by reason of
a default by any of the Underwriters, the Selling Stockholder will reimburse the
Underwriters severally upon demand for all out-of-pocket expenses (including
reasonable fees and disbursements of counsel) that shall have been incurred by
them in connection with the proposed purchase and sale of the Securities.
7. Indemnification and Contribution. (a) The Company agrees to
---------------------------------
indemnify and hold harmless each Underwriter, the directors, officers, employees
and agents of each Underwriter and each person who controls any Under-
<PAGE>
writer within the meaning of either the Act or the Exchange Act against any and
all losses, claims, damages or liabilities, joint or several, to which they or
any of them may become subject under the Act, the Exchange Act or other Federal
or state statutory law or regulation, at common law or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in the registration statement for the registration
of the Securities as originally filed or in any amendment thereof, or in the
Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or
in any amendment thereof or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and agrees to reimburse each such indemnified party, as incurred, for any legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action; provided,
--------
however, that the Company will not be liable in any such case to the extent that
- -------
any such loss, claim, damage or liability arises out of or is based upon any
such untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any Underwriter through
the Representatives specifically for inclusion therein; and provided further,
----------------
that the Company shall not be liable to any Underwriter under the indemnity
agreement in this paragraph with respect to any Preliminary Prospectus or Final
Prospectus to the extent that any such loss, claim, damage or liability of such
Underwriter results from the fact that such Underwriter sold Securities to a
person as to whom it shall be established by the binding and nonappealable
decision of a Federal court having proper jurisdiction that there was not sent
or given, at or prior to the written confirmation of such sale, a copy of the
Final Prospectus as then amended or supplemented (excluding documents
incorporated by reference) in any case where such delivery is required by the
Securities Act if the Company has previously furnished copies thereof, in the
quantity requested, to such Underwriter and the loss, claim, damage or liability
of such Underwriter results from an untrue statement contained in, or omission
of a material fact from, the Preliminary Prospectus or the Final Prospectus
which was corrected in the Final Prospectus as then amended or supplemented
(excluding documents incorporated by reference). This indemnity agree-
<PAGE>
ment will be in addition to any liability which the Company may otherwise have.
(b) The Selling Stockholder agrees to indemnify and hold harmless
each Underwriter, the directors, officers, employees and agents of each
Underwriter and each person who controls any Underwriter within the meaning of
either the Act or the Exchange Act to the same extent as the foregoing indemnity
from the Company to each Underwriter, but only with reference to written
information furnished to the Company by or on behalf of the Selling Stockholder
specifically for use in the preparation of the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to any
liability which the Selling Stockholder may otherwise have.
(c) Each Underwriter severally agrees to indemnify and hold harmless
the Company, each of its directors, each of its officers who signs the
Registration Statement, and each person who controls the Company within the
meaning of either the Act or the Exchange Act and the Selling Stockholder, each
of its directors, officers, employees and agents and each person who controls
the Selling Stockholder within the meaning of either the Act or the Exchange
Act, to the same extent as the foregoing indemnity from the Company to each
Underwriter, but only with reference to written information relating to such
Underwriter furnished to the Company by or on behalf of such Underwriter through
the Representatives specifically for inclusion in the documents referred to in
the foregoing indemnity. This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have. The Company and the Selling
Stockholder acknowledge that the statements set forth in the last paragraph of
the cover page and under the heading "Underwriting" in the Final Prospectus
constitute the only information furnished in writing by or on behalf of the
several Underwriters for inclusion in the documents referred to in the foregoing
indemnity, and you, as the Representatives, confirm that such statements are
correct.
(d) Promptly after receipt by an indemnified party under this Section
7 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 7, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a), (b) or (c) above unless and
<PAGE>
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a), (b) or (c) above. The indemnifying party shall be
entitled to appoint counsel of the indemnifying party's choice at the
indemnifying party's expense to represent the indemnified party in any action
for which indemnification is sought (in which case the indemnifying party shall
not thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
- -------- -------
party. Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice of the institution of such action or (iv) the indemnifying
party shall authorize the indemnified party to employ separate counsel at the
expense of the indemnifying party. An indemnifying party will not, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any pending or threatened
claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified parties are
actual or potential parties to such claim or action) unless such settlement,
compromise or consent includes an unconditional release of each indemnified
party from all liability arising out of such claim, action, suit or proceeding.
<PAGE>
(e) In the event that the indemnity provided in paragraph (a), (b) or
(c) of this Section 7 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, each indemnifying party agrees to contribute
to the aggregate losses, claims, damages and liabilities (including legal or
other expenses reasonably incurred in connection with investigating or defending
same) (collectively "Losses") to which the Company, the Selling Stockholder and
one or more of the Underwriters may be subject in such proportion as is
appropriate to reflect the relative benefits received by each indemnified party
and each indemnifying party from the offering of the Securities. If the
allocation provided by the immediately preceding sentence is unavailable for any
reason, each indemnifying party shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of each indemnified party and each indemnifying party in connection with
the statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company and the
Selling Stockholder shall be deemed to be equal to the total net proceeds from
the offering (before deducting expenses), and benefits received by the
Underwriters shall be deemed to be equal to the total underwriting discounts and
commissions. Relative fault shall be determined by reference to whether any
alleged untrue statement or omission relates to information provided by the
Company, the Selling Stockholder or the Underwriters, the intent of the parties
and their relative knowledge, access to information and opportunity to correct
or prevent such statement or omission. The Company, the Selling Stockholder and
the Underwriters agree that it would not be just and equitable if contribution
were determined by pro rata allocation or any other method of allocation which
does not take account of the equitable considerations referred to above. The
amount paid or payable by an indemnified party as a result of the loss, claim,
damage or liability, or action in respect thereof, referred to above in this
Section 7(e) shall be deemed to include, for purposes of this Section 7(e), any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7(e), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
was offered to the public exceeds the amount of any damages which such
Underwriter has otherwise paid or become liable
<PAGE>
to pay by reason of any untrue or alleged untrue statement or omission or
alleged omission. Notwithstanding the provisions of this paragraph (e), no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section 7,
each person who controls an Underwriter within the meaning of either the Act or
the Exchange Act and each director, officer, employee and agent of an
Underwriter shall have the same rights to contribution as such Underwriter, and
each person who controls the Company within the meaning of either the Act or the
Exchange Act, each officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same rights to
contribution as the Company, and each person who controls the Selling
Stockholder within the meaning of either the Act or the Exchange Act and each
director, officer, employee or agent of the Selling Stockholder shall have the
same right to contribution as the Selling Stockholder subject in each case to
the applicable terms and conditions of this paragraph (e).
8. Termination. This Agreement shall be subject to termination in
------------
the absolute discretion of the Representatives, by notice given to the Company
and to the Selling Stockholder prior to delivery of and payment for the
Securities, if prior to such time (i) trading in the Company's Common Stock
shall have been suspended by the Commission or the New York Stock Exchange or
trading in securities generally on the New York Stock Exchange shall have been
suspended or limited or minimum prices shall have been established on such
Exchange, (ii) a banking moratorium shall have been declared either by Federal
or New York State authorities or (iii) there shall have occurred any outbreak or
escalation of hostilities, declaration by the United States of a national
emergency or war or other calamity or crisis the effect of which on financial
markets is such as to make it, in the judgment of the Representatives,
impracticable or inadvisable to proceed with the offering or delivery of the
Securities as contemplated by the Final Prospectus (exclusive of any supplement
thereto).
9. Representations and Indemnities to Survive. The respective
-------------------------------------------
agreements, representations, warranties, indemnities and other statements of the
Company or its officers, of the Selling Stockholder or its officers and of the
Underwriters set forth in or made pursuant to this
<PAGE>
Agreement will remain in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter, the Selling Stockholder or the Company
or any of the officers, directors or controlling persons referred to in Section
7 hereof, and will survive delivery of and payment for the Securities. The
provisions of Sections 6 and 7 hereof shall survive the termination or
cancellation of this Agreement.
10. Notices. All communications hereunder will be in writing and
--------
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telegraphed and confirmed to them, at the address specified in
Schedule I hereto; or, if sent to the Company, will be mailed, delivered or
telegraphed and confirmed to it at 515 Post Oak Boulevard, Suite 1200, Houston,
Texas 77027, attention of the legal department; or if sent to the Selling
Stockholder, will be mailed, delivered or telegraphed and confirmed to it at 600
Travis, Suite 5800, Houston, Texas 77002, attention of the General Counsel.
11. Successors. This Agreement will inure to the benefit of and be
-----------
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 7 hereof, and no
other person will have any right or obligation hereunder.
12. APPLICABLE LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED
---------------
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company, the Selling Stockholder and the several Underwriters.
Very truly yours,
COOPER CAMERON CORPORATION,
by
________________________
Title:
COOPER INDUSTRIES, INC.,
by
________________________
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.
SALOMON BROTHERS INC,
by
________________________
Title:
For itself and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.
<PAGE>
SCHEDULE I
Underwriting Agreement dated August 22, 1996
Registration Statement No. 333-08589
Representative: Salomon Brothers Inc
7 World Trade Center
New York, NY 10048
Amount and Purchase Price of Securities:
Number of shares: 3,551,000
Purchase price per share: $49.1667
Closing Date, Time and Location: August 27, 1996 , 10:00 a.m. New York City
time, at the offices of Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth
Avenue, New York, NY 10019
Type of Offering: Delayed Offering
Date referred to in Section 4(a)(vi) and 4(b) after which the Company and the
Selling Stockholder may offer or sell additional Common Stock or securities
convertible into, or exchangeable for, shares of Common Stock without the
consent of the Representative: October 25, 1996
Modification of items to be covered by the letter from Ernst & Young LLP
delivered pursuant to Section 5(h) at the Execution Time: None
<PAGE>
SCHEDULE II
Number of Shares
Underwriter to be purchased
- ----------- ----------------
Salomon Brothers Inc............................. 3,551,000
Total............................................ 3,551,000
=========
<PAGE>
EXHIBIT 10.1
AMENDMENT NO. 1 TO CREDIT AGREEMENT
-----------------------------------
This Amendment No. 1 to Credit Agreement (this "Amendment") is entered into
as of June 19, 1996 by and among COOPER CAMERON CORPORATION, a Delaware
corporation, COOPER CAMERON (U.K.) LIMITED, a company formed under the laws of
the United Kingdom, CAMERON FRANCE, S.A. (formerly known as Cooper Oil Tool
France, S.A.), a societe anonyme formed under the laws of the Republic of
France, CAMERON GMBH (formerly known as Cooper Oil Tool GmbH), a Gesellschaft
mit beschrankter Haftung formed under the laws of the Federal Republic of
Germany, and COOPER CAMERON (SINGAPORE) PTE. LTD., a private limited company
formed under the laws of the Republic of Singapore (collectively, the
"Borrowers"), The First National Bank of Chicago, individually and as agent
("Agent"), and the other financial institutions signatory hereto.
RECITALS
--------
A. The Borrowers (other than Cooper Cameron (Singapore) Pte. Ltd.), the
Agent and the Lenders are party to that certain credit agreement dated as of
June 30, 1995 (the "Credit Agreement"). Unless otherwise specified herein,
capitalized terms used in this Amendment shall have the meanings ascribed to
them by the Credit Agreement.
B. The Borrowers, the Agent and the undersigned Lenders wish to amend the
Credit Agreement on the terms and conditions set forth below.
Now, therefore, in consideration of the mutual execution hereof and other
good and valuable consideration, the parties hereto agree as follows:
1. Amendments to Credit Agreement.
1.1 Amendments to Credit Agreement on the Effective Date. Upon the
"Effective Date" (as defined below), the Credit Agreement shall be amended
as follows:
(a) the preamble to the Agreement is amended in its entirety to
read as follows:
"This Credit Agreement, dated as of June 30, 1995, is among
COOPER CAMERON CORPORATION, a Delaware corporation, COOPER CAMERON
(U.K.) LIMITED, a company formed under the laws of the United Kingdom,
CAMERON FRANCE, S.A., formerly known as Cooper Oil Tool France, S.A.,
a societe anonyme formed under the laws of the Republic of France,
CAMERON GMBH, formerly known as Cooper Oil Tool GmbH, a Gesellschaft
mit beschrankter Haftung formed under the laws of the Federal Republic
of Germany, COOPER CAMERON (SINGAPORE) PTE. LTD., a private limited
company formed under the laws of the Republic of Singapore, the
Lenders, BANK OF AMERICA
<PAGE>
ILLINOIS, THE BANK OF NOVA SCOTIA, THE CHASE MANHATTAN BANK, N.A., ABN
AMRO BANK N.V., CREDIT LYONNAIS CAYMAN ISLAND BRANCH, NATIONAL
WESTMINSTER BANK PLC, NATIONSBANK OF TEXAS, N.A. AND TEXAS COMMERCE
BANK NATIONAL ASSOCIATION, individually and as Co-Agents, and THE
FIRST NATIONAL BANK OF CHICAGO, individually and as Agent."
(b) the definition of "Alternative Currency" in Article I is amended
in its entirety to read as follows:
"'Alternative Currency' shall mean, subject to availability pursuant
to Section 3.3 and to the extent freely transferable and convertible into
Dollars, the lawful currencies of the Republic of France, the Federal
Republic of Germany, the United Kingdom and the Republic of Singapore."
(c) The definition of "Applicable Commitment Fee Percentage" in
Article I is amended by deleting the phrase "the chief financial officer of
the Borrower" and substituting therefor the phrase "an Authorized Officer
of the Borrower".
(d) the definition of "Applicable Eurocurrency Margin" in Article I is
amended by deleting the phrase "the chief financial officer of the
Borrower" and substituting therefor the phrase "an Authorized Officer of
the Borrower."
(e) The definition of "Borrowing Subsidiary" in Article I is amended
in its entirety to read as follows:
"'Borrowing Subsidiary' means each of the UK Borrower, French
Borrower, German Borrower and, from and after the First Amendment Effective
Date, Singaporean Borrower, provided that, in the case of the Singaporean
Borrower, each of the documents required to be executed and delivered by or
in respect of the Singaporean Borrower pursuant to the First Amendment,
including without limitation a counterpart signature page to this Agreement
and a Revolving Credit Note, shall have been so executed and/or delivered."
(f) the definition of "Capital Expenditures" in Article I is amended
in its entirety to read as follows:
"'Capital Expenditures' means, without duplication, any expenditures
for any purchase or other acquisition for value of any asset that is
classified on a consolidated balance sheet of the Borrower with the
Subsidiaries prepared in accordance with Agreement Accounting Principles as
a fixed or capital asset, excluding (a) the cost of assets acquired under
Capitalized Lease Obligations, (b) expenditures of insurance proceeds to
rebuild or replace any asset after a casualty loss and (c) any expenditures
made as all or a portion of the purchase price for Specified Acquisitions
permitted hereby."
2
<PAGE>
(g) the definition of "EBITDA" in Article I is amended by deleting the
term "Interest Expenses" and substituting therefor the term "Interest Expense."
(h) Article I is amended by adding the following definitions of "First
Amendment" and "First Amendment Effective Date" in proper alphabetical order:
"'First Amendment' means that certain Amendment No. 1 to Credit
Agreement dated as of June 19, 1996 by and among the Borrowers (including the
Singaporean Borrower), the Agent and the Lenders."
"'First Amendment Effective Date' means the 'Effective Date' as
defined in the First Amendment."
(i) The definition of "French Borrower" in Article I is amended in its
entirety to read as follows:
"'French Borrower' means Cameron France, S.A. (formerly Cooper Oil
Tool France, S.A.), a societe anonyme formed under the laws of the Republic of
France, and its successors and assigns. From and after the First Amendment
Effective Date, all references in the Loan Documents to the French Borrower or
to Cooper Oil Tool France, S.A. shall henceforth be deemed references to Cameron
France, S.A."
(j) The definition of "German Borrower" in Article I is amended in its
entirety to read as follows:
"'German Borrower' means Cameron GmbH (formerly Cooper Oil tool GmbH),
a Gesellschaft mit beschrankter Haftung formed under the laws of the Federal
Republic of Germany, and its successors and assigns. From and after the First
Amendment Effective Date, all references in the Loan Documents to the German
Borrower or to Cooper Oil Tool GmbH shall henceforth be deemed references to
Cameron GmbH."
(k) The definition of "Interest Period" in Article I is amended by
deleting the phrase "Eurodollar Interest Period" and substituting therefor the
phrase "Eurocurrency Interest Period."
(l) The definition of "Net Worth" in Article I is amended by deleting
the term "Stockholders Equity" and substituting therefor the term "Stockholders'
Equity."
(m) The definition of "Restructuring Charges" in Article I is amended
by deleting the date "June 30, 1996" and substituting therefor the date "June
30, 1997."
(n) Article I is amended by adding the following definition of
"Singaporean Borrower" in proper alphabetical order:
3
<PAGE>
"'Singaporean Borrower' means Cooper Cameron (Singapore) Pte.
Ltd., a private limited company formed under the laws of the Republic of
Singapore."
(o) The definition of "Subsidiary Guarantors" in Article I of
the Agreement is hereby amended by deleting the phrase, "and Wheeling Machine
Products Company, a Delaware corporation."
(p) Section 2.2 is amended in its entirety to read as follows:
"2.2. Term Loan Amortization. The Term Loan shall be payable in sixteen
quarterly installments (which installments have been recalculated as of the
First Amendment Effective Date so as to give effect to a prepayment of the Term
Loan made by the Borrower on November 30, 1995 in the aggregate amount of
$1,600,000) in the amounts and on the dates, commencing June 30, 1996, as
follows:
PAYMENT DATE AMOUNT
------------ ------
June 30, 1996 $9,900,000
September 30, 1996 $9,900,000
December 31, 1996 $9,900,000
March 31, 1997 $9,900,000
June 30, 1997 $12,400,000
September 30, 1997 $12,400,000
December 31, 1997 $12,400,000
March 31, 1998 $12,400,000
June 30, 1998 $12,400,000
September 30, 1998 $12,400,000
December 31, 1998 $12,400,000
March 31, 1999 $12,400,000
June 30, 1999 $14,900,000
September 30, 1999 $14,900,000
December 31, 1999 $14,900,000
March 31, 2000 $14,900,000
or the then outstanding
principal balance of
the Term Loan"
(q) The second sentence of Section 2.6 is amended in its
entirety to read as follows:
"The Borrower shall give the Agent irrevocable notice (a "Borrowing
Notice") not later than 10:00 a.m. (Chicago time) on the Borrowing Date of each
Floating Rate Advance and at least three (3) Business Days before the
Borrowing Date for each Eurocurrency Advance."
4
<PAGE>
(r) Section 2.7(c) is amended by deleting the reference therein
to "9:00 a.m." and substituting therefor a reference to the time "10:00 a.m."
(s) The second sentence of Section 2.17 is amended in its
entirety to read as follows:
"The Borrowers hereby authorize the Lenders and the Agent to extend,
convert or continue Advances, effect selection of Types of Advances, submit
Competitive Bid Quotes and transfer funds based on telephonic notices made by
(a) any Authorized Officer of the Borrower, or (b) any person or persons for
whom the Lenders and the Agent have received written authorization from an
Authorized Officer of the Borrower, which written authorization(s) may be relied
upon by the Agent, in the case of any person so authorized, until such time as
the Agent shall have received written notice from an Authorized Officer of the
Borrower revoking such person's authority to make such telephonic notices."
(t) The second sentence of Section 2.19 is amended in its
entirety to read as follows:
"The Agent will notify each Lender and the Borrower of the interest rate
applicable to each Eurocurrency Advance promptly upon determination of such
interest rate and will give each Lender and the Borrower prompt notice of each
change in the Alternate Base Rate."
(u) The second sentence of Section 5.9 is amended in its
entirety to read as follows:
"Each Borrowing Subsidiary is a direct, Wholly-Owned Subsidiary except
for the Singaporean Borrower, all of the issued and outstanding capital stock of
which is owned by the Borrower and Cooper Energy Services International, Inc., a
direct, Wholly-Owned Subsidiary of the Borrower."
(v) The fourth through last sentences of Section 5.10 are
amended in their entirety to read as follows:
"Neither the Borrower nor any member of a Controlled Group has, with
respect to any Plan, failed to make any material contribution or pay any
material amount required under Section 412 of the Code or Section 302 of ERISA
or the terms of such Plan. There are no pending or, to the knowledge of the
Borrower, threatened claims, actions, investigations or lawsuits against any
Plan, any fiduciary thereof, or the Borrower or any member of a Controlled Group
with respect to a Plan which could reasonably be expected to have a Material
Adverse Effect. The Borrower has not engaged in any prohibited transaction (as
defined in Section 4975 of the Code or Section 406 of ERISA) in connection with
any Plan which would subject the Borrower to any material liability. Within the
last five years, neither the Borrower nor
5
<PAGE>
any member of a Controlled Group has engaged in a transaction which resulted in
a Single Employer Plan with an Unfunded Liability being transferred out of a
Controlled Group and which could reasonably be expected to have a Material
Adverse Effect. No Termination Event has occurred or is reasonably expected to
occur with respect to any Plan which is subject to Title IV of ERISA which could
reasonably be expected to have a Material Adverse Effect. Neither the Borrower
nor any other member of a Controlled Group has any material liability,
contingent or otherwise, under either Title IV of ERISA or Chapter 43 of the
Code by reason of being or having at some earlier date been a part of Cooper
Industries, Inc. or being or having been treated as a single employer with
Cooper Industries, Inc. as a single employer under Section 414 of the Code."
(w) Section 6.1(d) is amended by deleting the phrase "its chief
financial officer" and substituting therefor the phrase "an Authorized Officer
of the Borrower".
(x) Section 6.1(e) is amended by deleting the phrase "its chief
financial officer" and substituting therefor the phrase "an Authorized Officer
of the Borrower".
(y) Section 6.10 is amended in its entirety to read as follows:
"6.10. Capital Stock and Dividends. The Borrower will not, nor
will it permit any Subsidiary to:
(a) issue (except by a Subsidiary to the Borrower or
to any Wholly-Owned Subsidiary) any preferred stock, other capital stock or any
equity securities of any kind (other than common stock or preferred stock not
subject to sinking fund payments or other mandatory redemptions or payments
prior to the Facility Termination Date); or
(b) declare or pay any dividends or make any
distributions on its capital stock (other than dividends payable in its own
common stock), except that:
(i) any Subsidiary may declare and pay dividends or
make distributions to the Borrower or any Wholly-Owned Subsidiary, and
(ii) so long as no Default or Unmatured Default exists
before or after giving effect thereto, (A) on or before June 30, 1997, so long
as the ratio of Total Debt to Total Capitalization is less than 40% before and
after giving effect thereto (and after giving effect to any redemptions,
repurchases, acquisitions or retirements of any capital stock or any options or
other rights in respect thereof under Section 6.10(c)(ii) below), the Borrower
may declare and pay cash dividends which, when aggregated with all other cash
6
<PAGE>
dividends paid after the date hereof do not exceed 25% of the cumulative Net
Income of the Borrower from and after the date hereof (excluding the effect of
the Goodwill Writedown), and (B) after June 30, 1997, the Borrower may declare
and pay cash dividends which, when aggregated with all other cash dividends paid
after the date hereof do not exceed 25% of the cumulative Net Income of the
Borrower from and after the date hereof (excluding the effect of the Goodwill
Writedown);or
(c) redeem, repurchase or otherwise acquire or retire any of its
capital stock or any options or other rights in respect thereof at any time
outstanding, except that:
(i) the Borrower may repurchase shares of its capital stock in
an amount equal to the number of shares of its capital stock sold by employees
of the Borrower or its Subsidiaries and which were received by such employees
under the Borrower's Employee Stock Purchase Plan (as described in the S-4); and
(ii) so long as no Default or Unmatured Default exists before or
after giving effect thereto, and so long as the ratio of Total Debt to Total
Capitalization is less than 40% before and after giving effect thereto (and, on
or before June 30, 1997, after giving effect to any cash dividends under Section
6.10(b)(ii)(A) above), the Borrower may redeem, repurchase or otherwise acquire
or retire any of its capital stock or any options or other rights in respect
thereof."
(z) Section 6.11(f) is amended by adding the phrase "and the
Singaporean Borrower" after the phrase "the German Borrower"
(aa) Section 6.11(g) is amended in its entirety to read as follows:
"(g) Contingent Obligations of the Borrower in respect of Indebtedness
of Subsidiaries so long as such Indebtedness is permitted by this Agreement and
Contingent Obligations arising out of endorsements of instruments for deposit or
collection in the ordinary course of business,"
(bb) Section 6.13 is amended in its entirety to read as follows:
"6.13. Sales of Assets. The Borrower will not, nor will it permit any
Subsidiary to, lease, sell, transfer or otherwise dispose of its Property
(including sales or transfers in order to concurrently or subsequently lease as
lessee such or similar Property), to any Person other than the Borrower or a
Subsidiary Guarantor, except for (a) sales, leases, transfers or other
7
<PAGE>
dispositions of inventory in the ordinary course of business, and (b) leases,
sales, transfers or other dispositions of its Property that, together with all
other Property of the Borrower and its Subsidiaries previously leased, sold or
disposed of (excluding inventory sold, leased, transferred or disposed of in the
ordinary course of business, but including sales or transfers in order to
concurrently or subsequently lease as lessee such or similar Property) as
permitted by this Section 6.13 since the date hereof, do not constitute a
Substantial Portion of the Property of the Borrower and its Subsidiaries."
(cc) Section 6.15 is hereby amended in its entirety to read as
follows:
"6.15. Sale and Leaseback. The Borrower will not, nor will it
permit any Subsidiary to, sell or transfer any of its Property in order to
concurrently or subsequently lease as lessee such or similar Property to any
Person other than the Borrower or a Subsidiary Guarantor, except to the extent
such transaction is permitted under Section 6.13."
(dd) The last sentence of Section 9.7 is hereby amended in its
entirety to read as follows:
"The obligations of the Borrowers under this Section 9.7 shall
survive the termination of this Agreement."
(ee) Section 12.4 is amended by deleting the reference therein
to "Section 13.3" and substituting therefor a reference to "Section 9.17".
(ff) Exhibits "A" through "H" to the Agreement are hereby
replaced with Exhibits "A" through "H" attached hereto.
(gg) Schedule 2.9 to the Agreement is hereby replaced with
Schedule 2.9 attached hereto.
(hh) Schedule 5.9 - Part B to the Agreement is hereby replaced
with Schedule 5.9 - Part B attached hereto.
1.2 Amendment to the Credit Agreement Subsequent to the Effective Date.
From and after the date, if any, on which the Agent and the Lenders shall have
received written notice from the Borrower that the acquisition by the Borrower
of the assets of Ingram Cactus Company (the "Ingram Cactus Acquisition") has
been fully consummated in accordance with its terms, Section 6.23.3 shall,
without the necessity of any further action on the part of the Borrowers, the
Agent or any Lender, be amended in its entirety to read as follows:
"6.23.3 Total Debt to Total Capitalization Ratio. At all times
after the date hereof maintain a ratio of Total Debt to Total Capitalization of
not greater than the following:
8
<PAGE>
Maximum
Period Ratio
------ -------
From the date hereof to and including June 30, 1997....... 55%
From and including July 1, 1997 to and including
June 30, 1998............................................. 50%
From and including July 1, 1998 to and including
June 30, 1999............................................. 45%
At all times after June 30, 1999.......................... 40%"
2. Representations and Warranties of the Borrowers. The Borrowers represent
and warrant that:
(a) The execution, delivery and performance by the Borrowers of this
Amendment have been duly authorized by all necessary corporate action and
that this Amendment is a legal, valid and binding obligation of the
Borrowers enforceable against them in accordance with its terms, except as
the enforcement thereof may be subject to (i) the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors' rights generally and (ii) general principles of equity
(regardless of whether such enforcement is sought in a proceeding in equity
or at law);
(b) After giving effect to this Amendment, each of the representations
and warranties contained in the Credit Agreement is true and correct in all
material respects on and as of the date hereof as if made on the date
hereof;
(c) After giving effect to this Amendment, no Default or Unmatured
Default has occurred and is continuing.
3. Conditions Precedent; Effective Date. Sections 1.1 and 1.2 of this
Amendment shall become effective upon (a) the execution and delivery hereof by
the Borrowers, the Agent and the Required Lenders (without regard to whether it
has been executed and delivered by all Lenders), and (b) the delivery by the
Borrower to the Agent of each of the documents in respect of the Singaporean
Borrower, the French Borrower and the German Borrower set forth on Attachment A
hereto. Notwithstanding the foregoing, the effectiveness of Section 1.2 is
subject to the further condition precedent that the amendment to the Credit
Agreement set forth therein shall not become effective unless and until the
Ingram Cactus Acquisition (as defined in Section 1.2) has been fully consummated
in accordance with its terms. The date upon which the conditions set forth in
clauses (a) and (b) above have been satisfied is the "Effective Date." In the
event the Effective Date has not occurred on or before July 31, 1996, Sections
1.1 and 1.2 hereof shall not become operative and shall be of no force or
effect. Further, in the event the Ingram Cactus Acquisition is not consummated
in accordance with its terms on or before September 30, 1996, Section 1.2 hereof
shall not become operative and shall be of no force and effect.
9
<PAGE>
4. Reference to and Effect Upon the Credit Agreement.
(a) Except as specifically amended above, the Credit Agreement and the
other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed.
(b) The execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any right, power or remedy of the Agent or any
Lender under the Credit Agreement or any Loan Document, nor constitute a
waiver of any provision of the Credit Agreement or any Loan Document,
except as specifically set forth herein. Upon the effectiveness of the
provisions of Section 1.1 of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of
similar import shall mean and be a reference to the Credit Agreement as
amended by Section 1.1 hereof, and upon the effectiveness of the provisions
of Section 1.2 of this Amendment, each reference in the Credit Agreement to
"this Agreement," "hereunder," "hereof," "herein" or words of similar
import shall mean and be a reference to the Credit Agreement as further
amended by Section 1.2 hereof.
5. Costs and Expenses. The Borrowers hereby affirm their obligation under
Section 9.7 of the Credit Agreement to reimburse the Agent for all reasonable
costs, internal charges and out-of-pocket expenses paid or incurred by the Agent
in connection with the preparation, negotiation, execution and delivery of this
Amendment, including but not limited to the attorneys' fees and time charges of
attorneys for the Agent with respect thereto.
6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS)
OF THE STATE OF NEW YORK BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO
NATIONAL BANKS.
7. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purposes.
8. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original but all
such counterparts shall constitute one and the same instrument.
10
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
and year first above written.
COOPER CAMERON CORPORATION
By:
-------------------------------------------
Daniel P. Keenan
Treasurer
COOPER CAMERON (U.K.) LIMITED
By:
-------------------------------------------
Daniel P. Keenan
Attorney-In-Fact
CAMERON FRANCE, S.A., formerly known as
Cooper Oil Tool France, S.A.
By:
-------------------------------------------
Daniel P. Keenan
Attorney-In-Fact
CAMERON GMBH, formerly known as Cooper Oil
Tool GmbH
By:
------------------------------------------
Daniel P. Keenan
Attorney-In-Fact
COOPER CAMERON (SINGAPORE) PTE. LTD.
By:
------------------------------------------
Daniel P. Keenan
Attorney-In-Fact
11
<PAGE>
THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Agent
By:
------------------------------------------
Its:
-----------------------------------------
BANK OF AMERICA ILLINOIS, Individually and
as Co-Agent
By:
------------------------------------------
Its:
----------------------------------------
THE BANK OF NOVA SCOTIA, Individually and as
Co-Agent
By:
-------------------------------------------
Its:
------------------------------------------
THE CHASE MANHATTAN BANK, N.A.,
Individually and as Co-Agent
By:
-------------------------------------------
Its:------------------------------------------
ABN AMRO BANK N.V., Individually and as
Co-Agent
By:
-------------------------------------------
Its:
------------------------------------------
12
<PAGE>
CREDIT LYONNAIS NEW YORK BRANCH,
Individually and as Co-Agent
By:
------------------------------------------
Its:
-----------------------------------------
NATIONAL WESTMINSTER BANK PLC, NEW YORK
BRANCH, Individually and as Co-Agent
By:
------------------------------------------
Its:
-----------------------------------------
NATIONAL WESTMINSTER BANK PLC, NASSAU BRANCH,
Individually and as Co-Agent
By:
-------------------------------------------
Its:
------------------------------------------
NATIONSBANK OF TEXAS, N.A., Individually and
as Co-Agent
By:
-------------------------------------------
Its:
------------------------------------------
TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
Individually and as Co-Agent
By:
------------------------------------------
Its:
-----------------------------------------
13
<PAGE>
COMMERZBANK AKTIENGESELLSCHAFT
ATLANTA AGENCY
By:
-------------------------------------------
Its:
------------------------------------------
AUSTRALIA AND NEW ZEALAND BANKING GROUP
LIMITED
By:
-------------------------------------------
Its:
------------------------------------------
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By:
-------------------------------------------
Its:
------------------------------------------
PNC BANK, NATIONAL ASSOCIATION
By:
-------------------------------------------
Its:
------------------------------------------
ROYAL BANK OF CANADA
By:
-------------------------------------------
Its:
------------------------------------------
14
<PAGE>
SOCIETE GENERALE, SOUTHWEST AGENCY
By:_____________________________
Its:____________________________
15
<PAGE>
ATTACHMENT A
DOCUMENT DELIVERIES IN RESPECT OF SINGAPOREAN BORROWER
1. Charter Documents; Good Standing Certificates. Copies of the
articles or certificates of incorporation or other organizational documents of
the Singaporean Borrower, together with all amendments thereto, both certified
by the appropriate governmental officer in its jurisdiction of incorporation or
organization, together with a good standing certificate (if applicable) issued
by the appropriate official of the jurisdiction of the Singaporean Borrower's
incorporation or organization and such other jurisdictions as shall be requested
by the Agent.
2. By-Laws and Resolutions. Copies, certified by the Secretary or
Assistant Secretary of the Singaporean Borrower, of its by-laws and Board of
Directors' resolutions (and resolutions of other bodies, if any are deemed
necessary by counsel for the Agent) authorizing the execution, delivery and
performance of the Loan Documents to which the Singaporean Borrower is a party.
3. Secretary's Certificate. An incumbency certificate, executed by the
Secretary or Assistant Secretary of the Singaporean Borrower, which shall
identify by name and title and bear the signature of the officers of such
Borrower authorized to sign the Loan Documents upon which certificate the Agent
and the Lenders shall be entitled to rely until informed of any change in
writing by the Borrower.
4. Counterpart Signature Page. A counterpart signature page to the
Credit Agreement duly executed by the Singaporean Borrower in the form attached
hereto as Annex A.
5. Revolving Credit Note. A Revolving Credit Note payable to the order
of each Lender in the amount of its Revolving Credit Commitment duly executed by
the Singaporean Borrower.
DOCUMENT DELIVERIES IN RESPECT OF
THE FRENCH BORROWER AND THE GERMAN BORROWER
1. Copies of board of director's resolutions, amended certificates of
formation or equivalent documents, as appropriate and available, evidencing the
change of name of each of the French Borrower and the German Borrower.
