EX-4.3 6 dex43.txt FORM OF ZERO COUPON DEBENTURE EXHIBIT 4.3 ANNEX A [FORM OF FACE OF SECURITY] FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, THIS SECURITY BEARS ORIGINAL ISSUE DISCOUNT. INFORMATION INCLUDING THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, AND THE YIELD TO MATURITY WILL BE MADE AVAILABLE TO HOLDERS UPON REQUEST TO THE CHIEF FINANCIAL OFFICER OF THE COMPANY, AT (713) 513-3300. [FORM OF LEGEND FOR GLOBAL SECURITY] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERS, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN 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 TRANSFER IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. COOPER CAMERON CORPORATION ZERO COUPON CONVERTIBLE SENIOR DEBENTURE DUE 2021 No. Issue Date: May 16, 2001 Original Issue Discount: $220.59 Issue Price: $779.41 (for each $1,000 Principal Amount) (for each $1,000 Principal Amount) CUSIP: 216640 AA0 Cooper Cameron Corporation, a Delaware corporation, promises to pay to ______________________ or registered assigns, on May 16, 2021 the Principal Amount of __________________________________ Dollars ($________________) [or such greater or lesser Principal Amount as may be shown on Schedule A hereto].(1) This Security shall not bear interest except as specified on the other side of this Security. Original Issue Discount will accrue as specified on the other side of this Security. This Security is convertible as specified on the other side of this Security. Additional provisions of this Security are set forth on the other side of this Security. IN WITNESS WHEREOF, Cooper Cameron Corporation has caused this instrument to be duly executed. COOPER CAMERON CORPORATION By:___________________________ Name: Title: Dated: TRUSTEE'S CERTIFICATE OF AUTHENTICATION Bank One Trust Company, National Association, as successor to The First National Bank of Chicago, as Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. By _______________________ Authorized Signatory --------------------- (1) For inclusion in the global Security only. 2 [FORM OF REVERSE SIDE OF SECURITY] COOPER CAMERON CORPORATION ZERO COUPON CONVERTIBLE SENIOR DEBENTURE DUE 2021 This Security is one of a duly authorized issue of senior securities of the Company issued and to be issued in one or more series under an Indenture, dated as of May 8, 1998, as supplemented by the Supplemental Indenture thereto dated as of May 16, 2001 relating to the Securities (as so supplemented, herein called the "Indenture"), between the Company and Bank One Trust Company, National Association, as successor to The First National Bank of Chicago, as Trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $320,756,000. As used herein, the term "Securities" means securities of the series designated on the face hereof except that, where the context requires that such term be construed as including another series of securities (e.g., where phases such as "Securities of each series" or "Securities of any series" or similar phases are used), the term "Securities" means securities of any series issued or to be issued under the Indenture. 1. Interest This Security shall not bear interest except as specified in this paragraph or in paragraph 10 hereof. If the Principal Amount hereof or any portion of such Principal Amount is not paid when due (whether upon acceleration pursuant to Section 502 of the Indenture, upon the date set for payment of the Redemption Price pursuant to paragraph 5 hereof, upon the date set for payment of a Purchase Price or Fundamental Change Purchase Price pursuant to paragraph 6 hereof or upon the Stated Maturity of this Security), then in each such case the overdue amount shall bear interest at the rate of 1.25% per annum, compounded semiannually (to the extent that the payment of such interest shall be legally enforceable), which interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for. All such interest shall be payable on demand. The accrual of such interest on overdue amounts shall be in lieu of, and not in addition to, the continued accrual of Original Issue Discount. The Original Issue Discount (the difference between the Issue Price and the Principal Amount of the Security) in the period during which a Security remains outstanding, shall accrue at 1.25% per annum, on a semiannual bond equivalent basis using a 360-day year consisting of twelve 30-day months, commencing on the Issue Date of this Security. Original Issue Discount shall cease to accrue on the earlier of (a) the date on which the Principal Amount hereof or any portion of such Principal Amount becomes due and payable and (b) any Redemption Date, Conversion Date, Fundamental Change Purchase Date, Purchase Date or other date on which such Original Issue Discount (or, if such Securities have been converted to Semiannual Coupon Debentures following the occurrence of a Tax Event, interest on such debentures) shall cease to accrue in accordance with Section 1105 of the Indenture. 3 2. Method Of Payment Holders must surrender Securities to the Paying Agent to collect all payments in respect of the Securities. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may make such cash payments by check payable in such money or by wire transfer in immediately available funds. 3. Paying Agent, Conversion Agent And Registrar Initially, Bank One Trust Company, National Association, as successor to The First National Bank of Chicago (the "Trustee"), will act as Paying Agent, Conversion Agent and Registrar. The Company may appoint and change any Paying Agent, Conversion Agent, Registrar or co-registrar without notice, other than notice to the Trustee. The company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent, Registrar or co-registrar. 4. Indenture The Company issued the Securities under an Indenture dated as of May 8, 1998, between the Company and the Trustee (as supplemented by the Supplemental Indenture, the "Indenture") and a Supplemental Indenture dated as of May 16, 2001 between the Company and the Trustee relating to the Securities (the "Supplemental Indenture"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. The Securities are general unsecured obligations of the Company limited to $320,756,000 aggregate Principal Amount (subject to Section 102 of the Supplemental Indenture). The Indenture does not limit other indebtedness of the Company, whether secured or unsecured. 5. Optional Redemption There shall be no sinking fund for the retirement of the Securities. The Securities are redeemable as a whole, or from time to time in part, at any time at the option of the Company at the Redemption Prices set forth below, provided that the Securities are not redeemable prior to May 17, 2004. If the Company redeems less than all of the outstanding Securities, the Trustee will select the Securities to be redeemed (i) by lot, (ii) pro rata or (iii) by another method the Trustee considers fair and appropriate. If the Trustee selects a portion of a Holder's Securities for partial redemption and the Holder converts a portion of the same Securities, the converted portion will be deemed to be from the portion selected for redemption. The table below shows Redemption Prices of a Security per $1,000 Principal Amount on the dates shown below and at Stated Maturity, which prices reflect accrued Original Issue Discount calculated to each such date. The Redemption Price of a Security redeemed between such dates would include an additional amount reflecting the additional Original Issue Discount accrued since the next preceding date in the table to the actual Redemption Date. 4
(2) ACCRUED (1) ORIGINAL DEBENTURE ISSUE (3) ISSUE DISCOUNT REDEMPTION PRICE AT 1.25% PRICE (1) + (2) --------- ----------- ---------------- May 17, 2004.......................................... $779.41 $ 29.69 $ 809.10 May 17, 2005.......................................... $779.41 $ 39.83 $ 819.24 May 17, 2006.......................................... $779.41 $ 50.11 $ 829.52 May 17, 2007.......................................... $779.41 $ 60.51 $ 839.92 May 17, 2008.......................................... $779.41 $ 71.04 $ 850.45 May 17, 2009.......................................... $779.41 $ 81.70 $ 861.11 May 17, 2010.......................................... $779.41 $ 92.50 $ 871.91 May 17, 2011.......................................... $779.41 $103.43 $ 882.84 May 17, 2012.......................................... $779.41 $114.50 $ 893.91 May 17, 2013.......................................... $779.41 $125.71 $ 905.12 May 17, 2014.......................................... $779.41 $137.06 $ 916.47 May 17, 2015.......................................... $779.41 $148.55 $ 927.96 May 17, 2016.......................................... $779.41 $160.19 $ 939.60 May 17, 2017.......................................... $779.41 $171.97 $ 951.38 May 17, 2018.......................................... $779.41 $183.90 $ 963.31 May 17, 2019.......................................... $779.41 $195.98 $ 975.39 May 17, 2020.......................................... $779.41 $208.21 $ 987.62 At Stated Maturity (May 17, 2021)..................... $779.41 $220.59 $1,000.00
If converted to a Semiannual Coupon Debenture following the occurrence of a Tax Event, this Security will be redeemable at the Restated Principal Amount plus interest accrued and unpaid from, and including, the date of such conversion to, but excluding, the Redemption Date. 6. Repurchase at the Option of the Holder; Repurchase at the Option of the Holder upon a Fundamental Change (a) Subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase, at the option of the Holder, the Securities held by such Holder on the following Purchase Dates and at the following Purchase Prices per $1,000 Principal Amount upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time during the period from the opening of business on the date that is 20 Business Days prior to such Purchase Date until the close of business on such Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in Section 1108(a)(1) of the Indenture. Such Purchase Prices may be paid, at the option of the Company, in cash or by the issuance and delivery of shares of Common Stock of the Company, or in any combination thereof, as set forth in the Indenture. PURCHASE DATE PURCHASE PRICE ------------- -------------- May 17, 2004 $809.10 May 17, 2009 $861.11 May 17, 2014 $916.47 5 Securities in denominations larger than $1,000 of Principal Amount may be repurchased in part, but only in integral multiples of $1,000 of Principal Amount. (b) If prior to a Purchase Date this Security has been converted to a Semiannual Coupon Debenture following the occurrence of a Tax Event, the Purchase Price will be equal to the Restated Principal Amount plus accrued and unpaid interest from, and including, the date of conversion to, but excluding, the Purchase Date. (c) At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase the Securities held by such Holder and delivered to the Company or its designated agent on the date that is 30 days after the date of the Company's notice of a Fundamental Change occurring on or prior to May 16, 2021 (or if such date is not a Business Day, the next succeeding Business Day) for a Fundamental Change Purchase Price equal to the Issue Price plus accrued Original Issue Discount to the Fundamental Change Purchase Date which Fundamental Change Purchase Price shall be paid in cash. Securities in denominations larger than $1,000 of Principal Amount may be repurchased in part in connection with a Fundamental Change, but only in integral multiples of $1,000 of Principal Amount. If, prior to a Fundamental Change Purchase Date, this Security has been converted to a Semiannual Coupon Debenture following the occurrence of a Tax Event, the Purchase Price will be equal to the Restated Principal Amount plus accrued and unpaid interest from, and including, the date of conversion to, but excluding, the Fundamental Change Purchase Date. (d) Holders have the right to withdraw any Purchase Notice or Fundamental Change Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. (e) If cash (and/or securities if permitted under the Indenture) sufficient to pay a Purchase Price or Fundamental Change Purchase Price, as the case may be, of all Securities or portions thereof to be repurchased as of the Purchase Date or the Fundamental Change Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Purchase Date, as the case may be, Original Issue Discount (or interest upon conversion to a Semiannual Coupon Debenture following the occurrence of a Tax Event) ceases to accrue on such Securities (or portions thereof) on and after such date, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Purchase Price, as the case may be, upon surrender of such Security). 7. Notice of Redemption; Procedures Notice of redemption at the option of the Company will be mailed to each Holder of Securities to be redeemed at the Holder's registered address at least 30 days but not more than 60 days before the Redemption Date. If money sufficient to pay the Redemption Price of all Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to or on the Redemption Date, on and after such date Original Issue Discount (or interest upon conversion to a Semiannual Coupon Debenture following the occurrence of a Tax Event) ceases to accrue on such Securities or portions thereof. Securities in denominations larger than $1,000 of Principal Amount may be redeemed in part but only in multiples of $1,000 of Principal Amount. 6 8. Ranking The Securities rank equally in contractual right of payment with all of the other existing and future unsubordinated and unsecured indebtedness of the Company. 9. Conversion Subject to the next two succeeding sentences, a Holder of a Security may convert this Security for Common Stock of the Company at any time until 5 p.m., New York City time on the Stated Maturity. If this Security is called for redemption, the Holder may convert it at any time before the close of the third Business Day prior to the Redemption Date. A Security in respect of which a Holder has delivered a notice of exercise of the option to require the Company to repurchase such Security or to repurchase such Security in the event of a Fundamental Change may be converted only if the notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 8.1961 shares of Common Stock per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. In the event the Company exercises its option pursuant to Section 1406 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, any Security or portion thereof surrendered for conversion after the first Interest Payment Date with respect to the Securities must be accompanied by a payment, in funds acceptable to the Company, equal to the sum of all cash interest paid on the Security or portion thereof being converted, plus (in the case of the Security or portion thereof being surrendered for conversion during the period from the close of business on the Record Date next preceding the next Interest Payment Date to the opening of business on the next Interest Payment Date) the amount of interest otherwise payable on such Interest Payment Date on the amount of principal being converted. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert this Security a Holder must (1) complete and manually sign the conversion notice on the back of this Security (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender this Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar tax, if required. A Holder may convert a portion of this Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of this Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date to the Conversion Date with respect to the converted portion of this Security shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (together with any cash payment in lieu of 7 fractional shares) in exchange for the portion of this Security being converted pursuant to the terms hereof. 10. Tax Event (a) From and after the date (the "Tax Event Date") of the occurrence of a Tax Event, at the option of the Company, interest in lieu of future Original Issue Discount shall accrue at 1.25% per annum on a principal amount per Security (the "Restated Principal Amount") equal to the Issue Price plus Original Issue Discount accrued to the date immediately prior to the later of the Tax Event Date or the date the Company makes its election and shall be payable semiannually on May 15 and November 15 of each year (each an "Interest Payment Date") to Holders of record at the close of business on May 1 or November 1 (each a "Regular Record Date") immediately preceding such Interest Payment Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months and will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Tax Event Date. (b) Interest on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security is registered at the close of business on the Regular Record Date for such interest at the office or agency of the Company maintained for such purpose. (c) Except as otherwise specified with respect to the Securities, any interest on any Security that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 1406(d) of the Indenture. 11. Conversion Arrangement on Call for Redemption Any Securities called for redemption, unless surrendered for conversion before the close of business on the last Trading Day prior to the Redemption Date, may be deemed to be purchased from the Holders of such Securities at an amount not less than the Redemption Price, by one or more investment bankers or other purchasers who may agree with the Company to purchase such Securities from the Holders, to convert them for Common Stock and to make payment for such Securities to the Trustee in trust for such Holders. 12. Denominations; Transfer; Exchange The Securities are in registered form, without coupons, in denominations of $1,000 of Principal Amount and integral multiples of $1,000. A Holder may transfer or convert Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not transfer or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Securities in respect of which a Purchase Notice or Fundamental Change Purchase Notice has been given and not withdrawn (except, in the case of a Security to be purchased in part, the portion of the Security not to be purchased) or any Securities for a period of 15 days before the mailing of notice of Securities to be redeemed. 8 13. Persons Deemed Owners The registered holder of this Security may be treated as the owner of this Security for all purposes. 14. Unclaimed Money Or Securities The Trustee and the Paying Agent shall return to the Company upon written request any money or securities held by them for the payment of any amount with respect to the Securities that remains unclaimed for two years, provided, however, that the Trustee or such Paying Agent, before being required to make any such return, shall in the event that the Securities are no longer held in global form, at the expense of the Company cause to be published once in a newspaper of general circulation in The City of New York or mail to each such Holder notice that such money or securities remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing, any unclaimed money or securities then remaining will be returned to the Company. After return to the Company, Holders entitled to the money or securities must look to the Company for payment as general creditors unless an applicable abandoned property law designates another Person. 15. Amendment; Waiver Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at least a majority in aggregate Principal Amount of the Securities at the time outstanding (or, in certain cases, of all debt securities under the Indenture) and (ii) certain Defaults and Events of Defaults may be waived with the written consent of the Holders of a majority in aggregate Principal Amount of the Securities at the time outstanding (or, in certain cases, of all debt securities under the Indenture). Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture or the Securities to cure any ambiguity, defect or inconsistency, to provide for the assumption of the Company's obligations to the Holders of the Securities in case of a merger or consolidation or sale of all or substantially all of the Company's assets, to provide for uncertificated Securities in addition to or in place of certificated Securities, to make any change that does not adversely affect the rights of any Holder or to comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act. 16. Limitation on Suits Subject to the right of the Holder of any Securities of this series to institute proceedings to enforce the Holder's right to receive payment of the Issue Price plus accrued Original Issue Discount, or the Restated Principal Amount plus accrued and unpaid interest (subject to Section 307 of the Indenture) with respect to such Security on the Stated Maturity or Maturities expressed in such Security (or in the case of redemption, to receive the Redemption Price on the Redemption Date, in the case of a repurchase, to receive the Purchase Price on the Purchase Date, or in the case of a Fundamental Change, to receive the Fundamental Change Purchase Price on the Fundamental Change Purchase Date) and to institute suit for the enforcement of any such payment on or after such respective dates, and to receive shares on conversion, no Holder of the Securities of this series shall have any right to institute any proceeding, judicial or otherwise, 9 with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (1) an Event of Default with respect to the Securities of this series shall have occurred and be continuing and such Holder has previously given written notice to the Trustee of such continuing Event of Default; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of this series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of this series. 17. Defaults And Remedies If an Event of Default with respect to Securities of this series shall occur and be continuing, the Issue Price plus accrued Original Issue Discount, or the Restated Principal Amount plus accrued and unpaid interest from the date of conversion to the acceleration date of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. 18. Trustee Dealings With The Company The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. 19. No Recourse Against Others A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 20. Authentication This Security shall not be valid until an authorized signatory of the Trustee manually signs the Trustee's Certificate of Authentication on the other side of this Security. 10 21. Abbreviations Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TENANT (=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 Gift to Minors Act). 22. Governing Law THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS SECURITY. 23. Indenture To Control In case of any conflict between the provisions of this Security and the Indenture, the provisions of the Indenture shall control. The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: Cooper Cameron Corporation 515 Post Oak Blvd. Suite 1200 Houston, Texas 77027 713.513.3300 Attention: Corporate Secretary 11 CONVERSION NOTICE To: Cooper Cameron Corporation The undersigned registered holder of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (which is $1,000 Principal Amount (as defined in the Indenture to which this Security is subject) or an integral multiple thereof) below designated, for shares of Common Stock of Cooper Cameron Corporation in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Securities representing any unconverted Principal Amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Security not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Dated: _________________________________ _________________________________ Signature(s) Fill in for registration of shares if to be delivered, and Securities if to be issued other than to and in the name of the registered holder: __________________________________ (Name) __________________________________ (Street Address) __________________________________ (City, state and zip code) Please print name and address Principal Amount to be converted (if less than all): $_________,000 Social Security or Other Taxpayer Identification Number: ____________ 12 OPTION TO ELECT REPURCHASE UPON A FUNDAMENTAL CHANGE To: Cooper Cameron Corporation The undersigned registered holder of this Security hereby acknowledges receipt of a notice from Cooper Cameron Corporation (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Security, or the portion hereof (which is $1,000 Principal Amount (as defined in the Indenture to which this Security is subject) or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security. Dated:______________________ __________________________________ Signature(s) Principal Amount to be repurchased (if less than all): $________,000 Social Security or Other Taxpayer Identification Number: ___________ 13 TRANSFER NOTICE This Transfer Notice relates to $__________ Principal Amount (as defined in the Indenture to which the referenced Securities are subject) of the Zero Coupon Convertible Senior Debentures due 2021 of Cooper Cameron Corporation, a Delaware corporation, held by ____________ (the "Transferor"). (I) or (we) assign and transfer this Security to ________________________________________________________________________________ (Print or type assignee's name, address and zip code) ________________________________________________________________________________ ________________________________________________________________________________ (Insert assignee's social security or tax I.D. no.) and irrevocably appoint _______________________________ agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. Your Signature:_________________________________________________________________ (Sign exactly as your name appears on the other side of this Security) Date:______________________________________________________________________ 14 SCHEDULE A Changes to Principal Amount of Global Security
PRINCIPAL AMOUNT OF SECURITIES BY WHICH THIS GLOBAL SECURITY IS TO BE REDUCED OR INCREASED, AND REASON FOR REMAINING PRINCIPAL AMOUNT NOTATION DATE REDUCTION OR INCREASE OF THIS GLOBAL SECURITY MADE BY ---------------------- ---------------------------------- --------------------------- ----------
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