REGISTRATION RIGHTS AGREEMENT Dated as of May 26, 2006 By and Between CAMERON INTERNATIONAL CORPORATION, as Issuer, and MORGAN STANLEY & CO. INCORPORATED, CITIGROUP GLOBAL MARKETS INC. andRegistration Rights Agreement • May 30th, 2006 • Cameron International Corp • Oil & gas field machinery & equipment • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of May 26, 2006, by and among Cameron International Corporation, a Delaware corporation (the “Company”), and Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. and J. P. Morgan Securities Inc. (collectively, the “Initial Purchasers”), pursuant to that certain Purchase Agreement, dated as of May 23, 2006 (the “Purchase Agreement”) between the Company and the Initial Purchasers.
CAMERON INTERNATIONAL CORPORATION $500,000,000 Aggregate Principal Amount 2.50% Convertible Senior Notes due 2026 PURCHASE AGREEMENTPurchase Agreement • May 30th, 2006 • Cameron International Corp • Oil & gas field machinery & equipment • New York
Net proceeds: Approximately $491 million (approximately $565 million if the initial purchasers exercise their over-allotment options in full) after deducting initial purchasers’ discounts, commissions and offering expenses
