Exhibit 4.2




 





 


CAMERON INTERNATIONAL
CORPORATION

as Issuer


 


 


and


 


 


WELLS FARGO BANK, 

NATIONAL ASSOCIATION

as Trustee


 


 


$450,000,000


 


 


6.375% SENIOR NOTES DUE 2018


 


 


FIRST


 


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 FIRST 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 6.375% Senior Notes due 2018 (the “Notes”).


 


(b)           There
are to be authenticated and delivered $450,000,000 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).


 


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“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.


 


	
  Term

  	
   

  	
  Defined
  in

  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 $450,000,000, 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 AC9

  	
  No.      

  
	
  ISIN    US13342BAC90

  	
  $                    

  



 


CAMERON INTERNATIONAL CORPORATION


 


6.375% Senior Note due 2018


 


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, 
2018.


 


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)


 


6.375%
Senior Note due 2018


 


[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 6.375% 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 First 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 $450
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, 2018 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 $450,000,000.  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.