Exhibit 4.3




 





 


CAMERON INTERNATIONAL CORPORATION

as Issuer


 


and


 


WELLS FARGO BANK, 

NATIONAL ASSOCIATION

as Trustee


 




$300,000,000


 




7.00% SENIOR NOTES DUE 2038


 


SECOND


 


SUPPLEMENTAL


 


INDENTURE






 






 


Dated as of June 26, 2008




 





 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I ESTABLISHMENT OF NEW SERIES

  	
  1

  
	
  Section 1.01.
  Establishment of New Series

  	
  1

  
	
   

  	
   

  
	
  ARTICLE II DEFINITIONS

  	
  2

  
	
  Section 2.01.
  Definitions in the Indenture

  	
  2

  
	
  Section 2.02.
  Other Definitions

  	
  4

  
	
   

  	
   

  
	
  ARTICLE III THE NOTES

  	
  4

  
	
  Section 3.01.
  Form

  	
  4

  
	
  Section 3.02.
  Issuance of Additional Notes

  	
  5

  
	
   

  	
   

  
	
  ARTICLE IV REDEMPTION

  	
  5

  
	
  Section 4.01.
  Optional Redemption

  	
  5

  
	
  Section 4.02.
  Mandatory Redemption

  	
  5

  
	
   

  	
   

  
	
  ARTICLE V COVENANT SUPPLEMENTS

  	
  5

  
	
  Section 5.01.
  Covenants of the Company

  	
  5

  
	
   

  	
   

  
	
  ARTICLE VI ADDITIONAL EVENT OF DEFAULT

  	
  7

  
	
  Section 6.01.
  Events of Default

  	
  7

  
	
   

  	
   

  
	
  ARTICLE VII MISCELLANEOUS

  	
  7

  
	
  Section 7.01.
  Integral Part

  	
  7

  
	
  Section 7.02.
  Adoption, Ratification and Confirmation

  	
  7

  
	
  Section 7.03.
  Counterparts

  	
  7

  
	
  Section 7.04.
  Governing Law

  	
  7

  
	
  Section 7.05.
  Trustee Makes No Representation

  	
  7

  
	
   

  	
   

  
	
  EXHIBIT A:             Form of
  Note

  	
   

  



 


i

















 


THIS SECOND SUPPLEMENTAL
INDENTURE dated as of June 26, 2008 (this “Supplemental Indenture”)
between Cameron International Corporation, a Delaware corporation (the “Company”
or the “Issuer”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”),


 


W I T N E S S E T H:


 


WHEREAS, the Issuer has
heretofore entered into an Indenture, dated as of June 26, 2008 (the “Original
Indenture”), with Wells Fargo Bank, National Association, as trustee;


 


WHEREAS, the Original
Indenture, as supplemented by this Supplemental Indenture, is herein called the
“Indenture”;


 


WHEREAS, under Sections 201,
301 and 901 of the Original Indenture, the form and terms of a new series of
Securities may at any time be established by a supplemental indenture executed
by the Issuer and the Trustee;


 


WHEREAS, the Issuer proposes
to create under the Indenture a new series of Securities; and


 


WHEREAS, all conditions
necessary to authorize the execution and delivery of this Supplemental
Indenture and to make it a valid and binding obligation of the Issuer have been
done or performed.


 


NOW, THEREFORE, in
consideration of the agreements and obligations set forth herein and for other
good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:


 


ARTICLE I

ESTABLISHMENT OF NEW SERIES


 


Section 1.01.          Establishment of New Series.


 


(a)           There is hereby
established a new series of Securities to be issued under the Indenture, to be
designated as the Issuer’s 7.00% Senior Notes due 2038 (the “Notes”).


 


(b)           There are to be authenticated
and delivered $300,000,000 principal amount of Notes on the Issue Date, and
from time to time thereafter there may be authenticated and delivered an
unlimited principal amount of Additional Notes.


 


(c)           The Notes shall be
issued initially in the form of one or more Global Securities in substantially
the form set out in Exhibit A hereto. 
The Depositary with respect to the Notes shall be The Depository Trust
Company.


 


(d)           Each Note shall be
dated the date of authentication thereof and shall bear interest as provided in
paragraph 1 of the form of Note in Exhibit A hereto.


 

















 


(e)           No Additional
Amounts shall be payable in relation to the Notes.


 


(f)            If and to the
extent that the provisions of the Original Indenture are duplicative of, or in
contradiction with, the provisions of this Supplemental Indenture, the
provisions of this Supplemental Indenture shall govern.


 


ARTICLE II

DEFINITIONS


 


Section 2.01.          Definitions in the Indenture.  All capitalized terms used herein and not
otherwise defined below shall have the meanings ascribed thereto in the
Original Indenture.  The following are
additional definitions used in this Supplemental Indenture:


 


                “Bankruptcy
Act” means Title 11, United States Code, or any similar United States federal
or state law (or any similar foreign law) for the relief of debtors.


 


The term “capital stock”
of any Person means and includes any and all shares, rights to purchase,
warrants or options (whether or not currently exercisable), participations or
other equivalents of or interests in (however designated) the equity (which
includes, but is not limited to, common stock, preferred stock and partnership
and joint venture interests) of such Person (excluding any debt securities that
are convertible into, or exchangeable for, such equity).


 


“Below Investment Grade Rating Event”
means the rating on the Notes is lowered by each of the Rating Agencies and the
Notes are rated below Investment Grade by each of the Rating Agencies on any
date from the date of the first public notice of an arrangement that could
result in a Change of Control until the end of the 60-day period following
public notice of the consummation of a Change of Control (which period shall be
extended following the consummation of a Change of Control so long as the
rating of the Notes is under publicly announced consideration for possible
downgrade by any of the Rating Agencies); 
provided that a Below Investment Grade
Rating Event otherwise arising by virtue of a particular reduction in rating
shall not be deemed to have occurred in respect of a particular Change of
Control (and thus shall not be deemed a Below Investment Grade Rating Event for
purposes of the definition of Change of Control Repurchase Event hereunder) if
any of the Rating Agencies making the reduction in rating to which this
definition would otherwise apply does not announce or publicly confirm or
inform the Trustee in writing at its request that the reduction was the result,
in whole or in part, of any event or circumstance comprised of or arising as a
result of, or in respect of, the applicable Change of Control (whether or not
the applicable Change of Control shall have occurred at the time of the Below
Investment Grade Rating Event).


 


“Change of Control” means the
occurrence of any of the following:


 


(1) the direct or indirect sale, lease, transfer,
conveyance or other disposition (other than by way of merger, amalgamation,
arrangement or consolidation), in one or a series of related transactions, of
all or substantially all of the properties or assets of the Company and those
of the Subsidiaries of the Company taken as a whole to any “person” or “group”
(as those terms are 


 


2

















 


used for purposes of Section 13(d)(3) of
the Exchange Act), other than the Company or one or more of the Subsidiaries of
the Company;


 


(2) the consummation of any transaction or series
of related transactions (including, without limitation, any merger,
amalgamation, arrangement or consolidation) the result of which is that any “person”
or “group” (as those terms are used for purposes of Section 13(d)(3) of
the Exchange Act), other than the Company or a Wholly Owned Subsidiary of the
Company, becomes the beneficial owner, directly or indirectly, of a majority of
the then outstanding Voting Stock of the Company, measured by voting power
rather than number of shares;


 


(3) the Company consolidates, amalgamates or
enters into an arrangement with, or merges with or into, any Person, or any
Person consolidates, amalgamates or enters into an arrangement with, or merges
with or into, the Company, in any such event pursuant to a transaction or series
of transactions in which any of the outstanding Voting Stock of the Company or
the Voting Stock of such other Person is converted into or exchanged for cash,
securities or other property, other than any such transaction where the shares
of Voting Stock of the Company outstanding immediately prior to such
transaction constitute, or are converted into or exchanged for, a majority of
the Voting Stock of the surviving or resulting Person (including any newly
formed holding company that owns or controls at least a majority of the Voting
Stock of the Company or such other Person) immediately after giving effect to
such transaction;


 


(4) the first day on which a majority of the
members of the Board of Directors of the Company is not comprised of Continuing
Directors; or


 


(5) the adoption of a plan relating to the
liquidation or dissolution of the Company.


 


Notwithstanding the foregoing, a transaction will not
be considered to be a Change of Control under clause (2) above if (a) the
Company becomes a direct or indirect Wholly Owned Subsidiary of a holding
company and (b) (y) immediately following that transaction, the
direct or indirect holders of the Voting Stock of the holding company are
substantially the same as the holders of the Voting Stock of the Company outstanding
immediately prior to that transaction or (z) the shares of Voting Stock of
the Company outstanding immediately prior to such transaction constitute, or
are converted into or exchanged for, a majority of the Voting Stock of the
holding company immediately after giving effect to such transaction.


 


“Change of Control Repurchase Event”
means the occurrence of both a Change of Control and a Below Investment Grade
Rating Event.


 


“Continuing Directors” means, as
of any date of determination, any member of the Company’s Board of Directors
who (1) was a member of such Board of Directors on the date of the
issuance of the Notes; or (2) was nominated for election, elected or
appointed to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board of Directors at the time of
such nomination, election or appointment (either by a specific vote or by
approval of our proxy statement in which such member was named as a nominee for
election as a director).


 


3

















 


“Global Security” or “Global Note” means a Note that is executed by the Company
and authenticated and delivered by the Trustee to the Depositary or pursuant to
the Depositary’s instruction, all in accordance with the Indenture, which shall
be registered in the name of the Depositary or its nominee and which shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all the Outstanding Notes or any portion thereof.


 


“Investment Grade” means a rating
of Baa3 or better by Moody’s (or its equivalent under any successor rating
categories of Moody’s) and a rating of BBB- or better by S&P (or its
equivalent under any successor rating categories of S&P) or the equivalent
investment grade credit rating from any additional Rating Agency or Rating
Agencies selected by the Company.


 


“Issue Date” means the date on
which the Notes are initially issued under the Indenture.


 


“Moody’s” means Moody’s Investors
Service Inc.


 


“Notes” has the meaning assigned
to it in Section 1.01(a) hereof, and includes both the Notes issued
on the Issue Date and any Additional Notes.


 


“Rating Agency” means (1) each
of Moody’s and S&P; and (2) if any of Moody’s or S&P ceases to
rate the Notes or fails to make a rating of the Notes publicly available for
reasons outside of the Company’s control, a “nationally recognized statistical
rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under
the Exchange Act, selected by the Company (as certified by a resolution of the
Board of Directors) as a replacement agency for Moody’s or S&P, as the case
may be, and that is reasonably acceptable to the Trustee.


 


“S&P” means Standard &
Poor’s Ratings Services, a division of McGraw-Hill, Inc.


 


“Voting Stock” means, with
respect to any Person, capital stock of any class or kind the holders of which
are ordinarily, in the absence of contingencies, entitled to vote for the
election of directors (or persons performing similar functions) of such Person,
even if the right so to vote has been suspended by the happening of such a
contingency.


 


Section 2.02.          Other
Definitions.


 


	
   

  	
   

  	
  Defined in

  	
   

  
	
  Term

  	
   

  	
  Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Additional Notes”

  	
   

  	
  3.02

  	
   

  
	
  “Change of Control Offer”

  	
   

  	
  5.01

  	
   

  



 


ARTICLE III

THE NOTES


 


Section 3.01.          Form.  The Notes
shall be issued initially in the form of one or more Global Securities, and the
Notes and Trustee’s certificate of authentication shall be substantially in the
form of Exhibit A hereto, the terms of which are incorporated in and made
a 


 


4

















 


part of this Supplemental Indenture, and the Issuer and the Trustee, by
their execution and delivery of this Supplemental Indenture, expressly agree to
such terms and provisions and to be bound thereby.


 


Section 3.02.          Issuance of Additional Notes.  The Issuer may, from time to time, issue an
unlimited amount of additional Notes (“Additional Notes”) under the Indenture,
which shall be issued in the same form as the Notes issued on the Issue Date
and which shall have identical terms as the Notes issued on the Issue Date
other than with respect to the issue date, issue price and first payment of
interest. The Notes issued on the Issue Date shall be limited in aggregate
principal amount to $300,000,000, subject to the provisions of Section 306
of the Original Indenture.  The Notes
issued on the Issue Date and any Additional Notes subsequently issued shall be
treated as a single series for purposes of giving of notices, consents,
waivers, amendments and taking any other action permitted under the Indenture
and for purposes of interest accrual and redemptions.


 


ARTICLE IV

REDEMPTION


 


Section 4.01.          Optional Redemption.


 


(a)           At its option, the
Issuer may choose to redeem all or any portion of the Notes, at once or from
time to time.


 


(b)           To redeem the Notes,
the Issuer must pay a Redemption Price in an amount determined in accordance
with the provisions of paragraph number 5 of the form of Note in Exhibit A
hereto, plus accrued and unpaid interest, if any, to the Redemption Date (subject
to the right of Holders on the relevant Regular Record Date to receive interest
due on the relevant Interest Payment Date).


 


(c)           Any redemption
pursuant to this Section 4.01 shall be made pursuant to the provisions of Article Eleven
of the Original Indenture.  The actual
Redemption Price, calculated as provided in paragraph number 5 of the form of
Note in Exhibit A hereto, shall be certified in writing to the Issuer and
the Trustee by the Independent Investment Banker (as defined in such paragraph
5) no later than two Business Days prior to each Redemption Date.


 


Section 4.02.          Mandatory Redemption.  Except as set forth in Section 5.01
below, the Issuer shall not be required to make mandatory redemption or sinking
fund payments with respect to the Notes and shall have no obligation to
repurchase any Notes at the option of the Holders.


 


ARTICLE V

COVENANT SUPPLEMENTS


 


Section 5.01.          Covenants of the Company.


 


(a)           Article Ten of
the Original Indenture is hereby supplemented, but only in relation to the Notes,
by the addition of the following new Section 1010 at the end of Article Ten:


 


5

















 


Section 1010.  Repurchase at the Option of Holders Upon
Change of Control Repurchase Event.


 


(1)  Upon the occurrence of a Change of
Control Repurchase Event, unless the Company has exercised its right pursuant
to the provisions of numbered paragraph 5 on the reverse side of the form of Note
set forth in Exhibit A to
redeem the Notes, the Company shall make an offer (the “Change of Control Offer”)
to each Holder of Notes to repurchase all or any part (in amounts of $2,000 and
integral multiples of $1,000 in excess thereof) of each Holder’s Notes at a
repurchase price in cash equal to 101% of the aggregate principal amount of the
Notes repurchased plus any accrued and unpaid interest on the Notes repurchased
to the date of purchase (the “Change of Control Payment”).


 


(2)  Within 30 days following the
consummation of any Change of Control Repurchase Event or, at the Company’s
option, prior to the consummation of any Change of Control, but after the
public announcement of an impending Change of Control, the Company shall mail a
notice to each Holder, with a copy to the Trustee, describing the transaction
or transactions that constitute or may constitute the Change of Control
Repurchase Event and offering to repurchase the Notes on the payment date
specified in the notice, which date shall be no earlier than 30 days and no
later than 60 days from the date such notice is mailed (the “Change of Control
Payment Date”), pursuant to the procedures required by the Notes and described
in the notice. The notice shall, if mailed prior to the date of consummation of
the Change of Control, state that the offer to purchase is conditioned on the
Change of Control Repurchase Event occurring on or prior to the payment date
specified in the notice.


 


(3)  The Company shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities
laws and regulations promulgated thereunder, to the extent those laws and
regulations are applicable in connection with the repurchase of the Notes as a
result of a Change of Control Repurchase Event. To the extent that the
provisions of any securities laws or regulations conflict with this Section 1010,
the Company shall comply with the applicable securities laws and regulations
and shall not be deemed to have breached its obligations under this Section 1010
by virtue of such conflict.


 


(4)  On the Change of Control Payment
Date, the Company shall, to the extent lawful:


 


(i) accept for payment all Notes or
portions of the Notes (in amounts of $2,000 and integral multiples of $1,000 in
excess thereof) properly tendered pursuant to the Change of Control Offer;


 


(ii) deposit with the Paying Agent an amount
equal to the Change of Control Payment in respect of all Notes or portions of
Notes properly tendered and not withdrawn; and


 


(iii) deliver or cause to be delivered
to the Trustee the Notes properly accepted, together with an Officer’s
Certificate stating the aggregate principal amount of Notes or portions of
Notes being purchased by the Company.


 


6

















 


(5)  The Paying Agent for the Notes shall
promptly mail to each Holder of properly tendered Notes the repurchase price
for such Notes, and the Trustee shall promptly authenticate and mail (or cause
to be transferred by book-entry) to each Holder a new Note equal in principal
amount to any unpurchased portion of any Notes surrendered; provided, that each
new Note shall be in a principal amount of $2,000 or an integral multiple of
$1,000 above that amount.


 


(6)  The Company shall not be required
to make a Change of Control Offer upon a Change of Control Repurchase Event if
a third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in the Indenture
applicable to a Change of Control Offer made by the Company and such third
party purchases all Notes properly tendered and not withdrawn under such Change
of Control Offer.  In the event that such
third party terminates or defaults on its Change of Control Offer, the Company
shall be required to make a Change of Control Offer treating the date of such
termination or default by such third party as though it were the date of the
Change of Control Repurchase Event.


 


ARTICLE VI

ADDITIONAL EVENT OF DEFAULT


 


Section 6.01.          Events of Default.  In
addition to the Events of Default set forth in the definition thereof contained
in Section 501 of the Original Indenture, the term “Event of Default,”
when used in the Indenture with respect to the Notes, shall mean any of the
Events of Default set forth in Section 501 of the Original Indenture and
shall also include any default in the performance, or breach, of the covenants
set forth in Article V of this Supplemental Indenture.


 


ARTICLE VII

MISCELLANEOUS


 


Section 7.01.          Integral Part. 
This Supplemental Indenture constitutes an integral part of the
Indenture.


 


Section 7.02.          Adoption, Ratification and Confirmation.  The Original Indenture, as supplemented and
amended by this Supplemental Indenture, is in all respects hereby adopted,
ratified and confirmed.


 


Section 7.03.          Counterparts. 
This Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed an original; and
all such counterparts shall together constitute but one and the same
instrument.


 


Section 7.04.          Governing Law. 
THIS SUPPLEMENTAL INDENTURE AND THE
NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


 


Section 7.05.          Trustee Makes No Representation;
Trustee’s Rights and Duties.  The
Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture and shall not be liable in connection therewith. The
rights and duties of the Trustee 


 


7

















 


shall be determined by the express provisions of the Original Indenture
and, except as expressly set forth in this Supplemental Indenture, nothing in
this Supplemental Indenture shall in any way modify or otherwise affect the
Trustee’s rights and duties thereunder.


 


[Signatures on
following page]


 


8

















 


SIGNATURES


 


	
   

  	
  ISSUER:

  
	
   

  	
   

  
	
   

  	
  CAMERON INTERNATIONAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  CHARLES M. SLEDGE

  
	
   

  	
  Name:

  	
    Charles M. Sledge

  
	
   

  	
  Title:

  	
    Vice President and Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRUSTEE:

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN STOHLMANN

  
	
   

  	
  Name:

  	
  John C. Stohlmann

  
	
   

  	
  Title:

  	
  Vice President

  
						



 

















 


EXHIBIT A


 


(Form of Face of Note)


 


	
  CUSIP 13342B AD7

  	
   

  	
   

  	
   

  	
  No.

  
	
  ISIN   US13342BAD73

  	
     

  	
   

  	
   

  	
  $

  



 


CAMERON
INTERNATIONAL CORPORATION


 


7.00% Senior
Note due 2038


 


Cameron International Corporation, a Delaware corporation, promises to
pay to                     ,
or registered assigns, the principal sum of $                    
Dollars [or such greater or lesser amount as may be endorsed on the Schedule
attached hereto](1) on July 15, 2038.


 


Interest Payment Dates: January 15 and July 15


Record Dates: January 1 and July 1


 


 


	
   

  	
  CAMERON INTERNATIONAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


TRUSTEE’S CERTIFICATE OF


AUTHENTICATION


 


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


as  Trustee


 


	
  By:

  	
   

  	
   

  
	
  Authorized Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  
				



 






(1) To be included only if the Note is
issued in global form.


 

















 


(Back of Form of
Note)


 


7.00% Senior
Note due 2038


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO
HEREIN.](2)


 


Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.


 


1.     Interest;
Additional Interest.  Cameron International
Corporation, a Delaware corporation (the “Company” or the “Issuer”), promises
to pay interest on the principal amount of this Note at 7.00% per annum from June 26,
2008 until maturity.  The Issuer shall pay interest semi-annually on January 15
and July 15 of each such year, or if any such day is not a Business Day,
on the next succeeding Business Day (each an “Interest Payment Date”).  Interest on the Notes shall accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing default
in the payment of interest, and if this Note is authenticated between a Regular
Record Date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; provided, further, that the first Interest Payment Date
shall be January 15, 2009.  The
Issuer shall pay interest (including post-petition interest in any proceeding
under the Bankruptcy Act) on overdue principal and premium, if any, from time
to time on demand at the same rate; and it shall pay interest (including
post-petition interest in any proceeding under the Bankruptcy Act) on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful.  Interest
shall be computed on the basis of a 360-day year of twelve 30-day months.


 






(2) To be included only if the Note is issued
in global form.


 


A-2






 












 


2.     Method
of Payment.  The Issuer shall pay
interest on the Notes (except Defaulted Interest) to the Persons who are
registered Holders of Notes at the close of business on the January 1 or July 1
next preceding the Interest Payment Date, even if such Notes are canceled after
such record date and on or before such Interest Payment Date, except as
provided in Section 307 of the Original Indenture with respect to
Defaulted Interest, and the Issuer shall pay principal (and premium, if any) of
the Notes upon surrender thereof to the Trustee or a Paying Agent on or after
the Stated Maturity thereof.  The Notes
shall be payable as to principal, premium, if any, and interest at the office
or agency of the Trustee maintained for such purpose (which initially is c/o
Wells Fargo Bank, National Association, 201 Main Street, Suite 301, Fort
Worth, Texas 76102) or, at the option of the Issuer, payment of interest may be
made by check mailed to the Holders at their addresses set forth in the
register of Holders, and provided that payment by wire transfer of
immediately available funds shall be required with respect to principal of, and
interest and premium, if any, on, (a) each Global Security and (b) all
other Notes aggregating at least $1,000,000 in principal amount the Holder of
which shall have provided wire transfer instructions to the Issuer or the
paying agent to an account in the United States on or prior to the applicable
record date.  Such payment shall be in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.


 


3.     Paying
Agent and Registrar.  Initially, Wells
Fargo Bank, National Association, the Trustee under the Indenture, shall act as
Paying Agent and Security Registrar.  The Issuer may change any Paying
Agent or Security Registrar without notice to any Holder.  The Issuer may
act in any such capacity.


 


4.     Indenture.  The Issuer issued the Notes under an
Indenture dated as of June 26, 2008 (the “Original Indenture”), as
supplemented by the Second Supplemental Indenture dated as of the same date
(the “Supplemental Indenture” and, together with the Original Indenture, the “Indenture”)
between the Issuer and the Trustee.  The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§
77aaa-77bbbb).  The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms.  To
the extent any provision of this Note conflicts with the express provisions of
the Indenture, the provisions of the Indenture shall govern and be
controlling.  The Notes are the
obligation of the Issuer, initially in aggregate principal amount of $300 million.  The Issuer may issue an unlimited principal
amount of Additional Notes under the Indenture. 
Any such Additional Notes that are actually issued shall be treated as
issued and outstanding Notes (and as the same series (with identical terms
other than with respect to the issue date, issue price and first payment of
interest) as the initial Notes for the purposes indicated in Section 3.02
of the Supplemental Indenture).


 


5.     Optional
Redemption.  (a)  At its option,
the Issuer may choose to redeem all or any portion of the Notes, at once or
from time to time.


 


(b)           To redeem the Notes,
the Issuer must pay a Redemption Price equal to the greater of (i) 100% of
the principal amount of the Notes to be redeemed and (ii) the sum of the
present values of the remaining scheduled payments of principal and interest on
the Notes to be redeemed (exclusive of interest accrued to the Redemption Date)
from the Redemption Date to July 15, 2038 computed by discounting such
payments to the Redemption Date on a semi-annual 


 


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basis
(assuming a 360-day year consisting of twelve 30-day months) at a rate equal to
the sum of the Treasury Rate (as defined below) plus 40 basis points, plus in either
case, accrued and unpaid interest, if any, to the Redemption Date (subject to
the right of Holders on the relevant Regular Record Date to receive interest
due on the relevant Interest Payment Date.


 


For purposes of determining the
Redemption Price, the following definitions shall apply:


 


“Comparable Treasury Issue” means the United
States Treasury security or securities selected by the Independent Investment
Banker as having an actual or interpolated maturity comparable to the remaining
term of the Notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of a comparable maturity to the remaining
term of the Notes to be redeemed.


 


“Comparable Treasury Price” means, for any
Redemption Date, the average of the Reference Treasury Dealer Quotations for
such Redemption Date.


 


“Independent Investment Banker”  means one of the Reference Treasury Dealers
appointed by the Trustee after consultation with the Company.


 


“Reference Treasury Dealer” means each of J.P.
Morgan Securities Inc., Morgan Stanley & Co. Incorporated and UBS
Securities LLC or their affiliates which are primary U.S. government securities
dealers, and their respective successors;  provided , however , that if any of the foregoing or
their affiliates shall cease to be a primary U.S. government securities dealer
in the United States (a “Primary Treasury Dealer”), the Company shall
substitute therefor another Primary Treasury Dealer.


 


“Reference Treasury Dealer Quotations” means, with
respect to each Reference Treasury Dealer and any Redemption Date, the average,
as determined by the Independent Investment Banker, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Independent Investment Banker by
such Reference Treasury Dealer at 3:30 p.m., New York City time on
the third Business Day preceding such Redemption Date.


 


“Treasury Rate” means, with respect to any Redemption
Date, the rate per annum equal to the semi-annual or equivalent yield to
maturity or interpolated (on a day count basis) of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date. The Treasury Rate will be calculated on the third Business
Day preceding the Redemption Date.


 


6.             Mandatory
Redemption.  Except as set forth in Section 5.01
of the Supplemental Indenture, the Issuer shall not be required to make
mandatory redemption or sinking fund payments with respect to the Notes or to
repurchase them at the option of the Holders.


 


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7.             Notice of
Redemption.  Notice of redemption
shall be mailed at least 30 days but not more than 60 days before the
Redemption Date to each Holder whose Notes are to be redeemed at its registered
address.  Notes in denominations larger
than $2,000 may be redeemed in part but only in whole multiples of $1,000,
unless all of the Notes held by a Holder are to be redeemed.  On and after the Redemption Date interest
shall cease to accrue on Notes or portions thereof called for redemption and
with respect to which the Redemption Price has been paid.


 


8.     Denominations,
Transfer, Exchange.  The Notes are in
registered form without coupons in denominations of $2,000 and integral
multiples of $1,000 in excess thereof.  The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture.  The
Security Registrar and the Trustee may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents, and the Issuer may
require a Holder to pay any taxes or other governmental charges imposed in relation
thereto.


 


9.     Persons
Deemed Owners.  The registered Holder
of a Note shall be treated as its owner for all purposes.


 


10.   Amendment,
Supplement and Waiver.  Subject to
certain exceptions, the Indenture may be amended or supplemented with the
consent of the Holders of not less than a majority in principal amount of the
then Outstanding Securities of each series affected thereby, any existing
default relating to the Notes may be waived with the consent of the Holders of
not less than a majority in principal amount of the then Outstanding Notes, and
the Holders of not less than a majority in principal amount of all Outstanding
Securities may on behalf of the Holders of all Outstanding Securities waive any
other default under the Indenture. 
Without the consent of any Holder of a Note, the Indenture may be
amended or supplemented for any of the purposes set forth in Section 901
of the Indenture, including to cure any ambiguity, defect or inconsistency, to evidence
the succession of another Person to the Company and the assumption by any such
successor of the covenants of the Company herein and in the Notes, to make any
change that does not adversely affect the
rights under the Indenture of any Holder of the Notes in any material respect,
to comply with the requirements of the Commission to effect or maintain the
qualification of the Indenture under the Trust Indenture Act, to evidence or
provide for the acceptance of appointment under the Indenture of a successor or
additional Trustee, to add to the covenants of the Issuer or any additional
Events of Default, to secure the Notes or to establish the form or terms of any
other series of Securities.


 


11.   Events
of Defaults and Acceleration.  Events
of Default with respect to the Notes include: (i) default for 30 days in
the payment when due of interest on the Notes; (ii) default in payment
when due of principal of or premium, if any, on the Notes when due at Stated
Maturity, upon redemption or otherwise; (iii) default in the performance
or breach of any covenant or warranty of the Company in the Indenture (other
than a covenant or warranty referred to in clause (i) or (ii) or
included in the Indenture for the sole benefit of a series of Securities other
than the Notes), and continuance of such default for a period of 90 days after
there has been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of all series affected thereby a
written notice specifying such default and requiring it to 


 


A-5

















 


be remedied and stating that such notice is a “Notice of Default” under
the Indenture; and (iv)  certain events of bankruptcy, insolvency or
reorganization with respect to the Issuer. 
If any Event of Default referred to in clause (i) or (ii) occurs
and is continuing, the Trustee or the Holders of at least 25% in principal
amount of the then Outstanding Notes may declare all the Notes to be due and
payable.  If an Event of Default referred
to in clause (iii) occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of all Outstanding Securities of
all series affected by such default, including the Notes, may declare all such Securities
to be due and payable.  Notwithstanding
the foregoing, in the case of an Event of Default referred to in clause (iv),
all Outstanding Securities shall become due and payable without further action
or notice.  Holders may not enforce the
Indenture or the Notes except as provided in the Indenture.


 


12.   Authentication.  This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.


 


13.   Abbreviations.  Customary abbreviations may be used in the name
of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN
ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).


 


14.   CUSIP
and ISIN Numbers.  Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Issuer has caused CUSIP and corresponding ISIN numbers to be
printed on the Notes, and the Trustee may use CUSIP and corresponding ISIN
numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy
of such numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers
placed thereon.


 


The Issuer shall furnish to any Holder upon written request and without
charge a copy of the Indenture.  Requests
may be made to:


 


Cameron International Corporation


1333 West Loop South, Suite 1700


Houston, Texas 77027


Attention:  General Counsel


 


A-6

















 


Assignment
Form


 


	
  To assign this Note, fill in the form below: (I) or (we) assign
  and transfer this Note to

  
	
   

  
	
  (Insert
  assignee’s soc. sec. or tax I.D. no.)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Print or type assignee’s name, address and zip code)

  
	
   

  
	
  and irrevocably appoint

  	
   

  
	
  agent to transfer this Note on the books of
  the Issuer.  The agent may substitute another to act for him.

  
	
   

  
	
   

  
	
  Date:

  	
   

  	
   

  
				



 


	
   

  	
  Your Signature:

  	
   

  
	
   

  	
        (Sign
  exactly as your name appears on the face of this Note)

  



 


	
  Signature Guarantee:

  	
   

  



(Signature must be guaranteed by a financial
institution that is a member of the Securities Transfer Agent Medallion Program
(“STAMP”), the Stock Exchange Medallion Program (“SEMP”), the New York Stock
Exchange, Inc.  Medallion Signature
Program (“MSP”) or such other signature guarantee program as may be determined
by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP,
all in accordance with the Securities Exchange Act of 1934, as amended.)


 

















 


SCHEDULE OF INCREASES OR DECREASES IN THE
GLOBAL NOTE(3)


 


The original principal amount
of this Global Note is $300,000,000.  The
following increases or decreases in this Global Note have been made:


 


	
  Date of

  Exchange

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  of

  this Global Note

  	
   

  	
  Amount of

  increase in

  Principal Amount

  of

  this Global Note

  	
   

  	
  Principal

  Amount of

  this Global Note

  following such

  decrease

  (or increase)

  	
   

  	
  Signature of

  authorized

  signatory of

  Trustee or Note

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






(3) To be included only if
the Note is issued in global form.