S-3

As filed with the Securities and Exchange Commission on June 21, 2004

Registration Number 333-________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

——————

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Cooper Cameron Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 760451843
(I.R.S. Employer
Identification Number)

1333 West Loop South, Suite 1700
Houston, Texas 77027
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant’s Principal Executive Offices)

William C. Lemmer
Vice President and General Counsel
1333 West Loop South, Suite 1700
Houston, Texas 77027
(713) 513-3300
Fax (713) 513-3421
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)

Copies to:

Samuel N. Allen
Porter & Hedges, L.L.P.
700 Louisiana
Houston, Texas 77002-2764
(713) 226-0600
Fax (713) 226-0229

     Approximate date of commencement of proposed sale to the public: From time to time as determined by the selling securityholders.

     If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of	Amount to be			Proposed Maximum		Proposed Maximum		Amount of
Securities to be Registered	Registered			Offering Price Per Unit		Aggregate Offering Price		Registration Fee
1.50% Convertible Senior Debentures Due 2024	$	238,000,000	(1)		100% (2)(3)	$	238,000,000(2)(3)	$	30,155
Common stock, par value $.01 per share.		3,447,596	(4)(5)		(4)		(4)		(5)(6)

(1)	Represents the sum of the $230 million aggregate principal amount of 1.50% debentures issued in May 2004 and the additional $8 million aggregate principal amount of 1.50% debentures issued in June 2004.
(2)	Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(i) under the Securities Act.
(3)	Exclusive of accrued interest and distributions, if any.
(4)	Represents the number of shares of common stock initially issuable upon conversion of the debentures registered hereby. For purposes of estimating the number of shares of common stock to be included in this registration statement upon conversion of the debentures, we calculated the number of shares of common stock issuable upon conversion of the debentures at an initial conversion rate of 14.4857 shares per $1,000 principal amount of the debentures. In addition to the shares of common stock set forth in the table above, pursuant to Rule 416 under the Securities Act, we are registering an indeterminate number of shares of common stock issuable upon conversion of the debentures in connection with stock splits, stock dividends, recapitalizations or similar events.
(5)	Also being registered are the rights to purchase shares of series A junior participating preferred stock, which are attached to the shares of common stock registered hereby. Those rights, if issued, will be issued for no additional consideration. Pursuant to Rule 457(g) under the Securities Act, no additional registration fee is required.
(6)	No additional consideration will be received for the common stock. Therefore, no registration fee is required pursuant to Rule 457(i) under the Securities Act.

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.

Subject to Completion, dated June 21, 2004

PRELIMINARY PROSPECTUS

$238,000,000
COOPER CAMERON CORPORATION
LOGO
1.50% Convertible Senior Debentures Due 2024

     We sold $230,000,000 aggregate principal amount of our 1.50% convertible senior debentures due 2024 in a private placement on May 11, 2004, pursuant to a purchase agreement dated May 6, 2004, among us and the initial purchasers named therein. We sold an additional $8,000,000 aggregate principal amount of such debentures in a private placement on June 10, 2004, pursuant to the partial exercise of the initial purchasers’ option to purchase up to an additional $23,000,000 aggregate principal amount of such debentures. Selling securityholders may use this prospectus to resell from time to time their debentures and shares of our common stock issuable upon conversion of the debentures. We will not receive any of the proceeds from this offering.

     The debentures will be our senior unsecured obligations and will rank equally in right of payment with all of our other existing and future obligations that are unsecured and unsubordinated.

     Holders may convert their debentures into shares of our common stock before the stated maturity only under the following circumstances:

• during any fiscal quarter after the fiscal quarter ending June 30, 2004, if the closing sale price of our common stock exceeds 120% of the then current conversion price for at least 20 consecutive trading days in the 30 consecutive trading-day period ending on the last trading day of the immediately preceding fiscal quarter;

• during any five consecutive trading-day period immediately following any five consecutive trading-day period (the “debenture measurement period”) in which the average trading price for the debentures during that debenture measurement period was less than 97% of the average conversion value for the debentures during such period; provided, however, that if the sale price of our common stock on the trading day before the conversion date is greater than 100% of the conversion price but equal to or less than 120% of the conversion price, then holders surrendering debentures for conversion will receive, in lieu of shares of our common stock based on the then applicable conversion rate, cash, common stock or a combination of cash and common stock, at our option, with a value equal to the principal amount of the debentures plus accrued and unpaid interest, if any, as of the conversion date;

• upon the occurrence of specified corporate transactions; or

• if we have called the debentures for redemption.

     The initial conversion rate is 14.4857 shares of our common stock per $1,000 principal amount of debentures, which is equal to an initial conversion price of approximately $69.03 per share of common stock, subject to certain adjustments. Upon conversion, we may choose to deliver, in lieu of shares of our common stock, cash or a combination of cash and shares of our common stock.

     On or after May 15, 2009, we may redeem the debentures at any time as a whole, or from time to time in part, at a redemption price in cash equal to 100% of the principal amount of the debentures to be redeemed plus any accrued and unpaid interest to, but not including, the redemption date.

     On May 15 of 2009, 2014 and 2019, you may require us to repurchase all or a portion of your debentures at a repurchase price in cash equal to 100% of the principal amount of those debentures plus accrued and unpaid interest to, but not including, the repurchase date. You may require us to repurchase all or a portion of your debentures for cash upon the occurrence of a repurchase event, as defined in the indenture governing the debentures, at a repurchase price in cash equal to 100% of the principal amount of the debentures to be repurchased, plus any accrued and unpaid interest to, but not including, the repurchase date.

     We do not intend to list the debentures for trading on any securities exchange or for inclusion on any automated quotation system. Our common stock is quoted on the New York Stock Exchange under the symbol “CAM.” On June 17, 2004, the last sale price of our common stock was $ 48.11 per share.

     Investing in the debentures involves risks. See “Risk Factors” beginning on page 7.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

June __, 2004

TABLE OF CONTENTS

About This Prospectus	2
Summary	3
Risk Factors	7
Statement Regarding Forward-Looking Information	11
Use Of Proceeds	12
Ratio Of Earnings To Fixed Charges	12
Price Range Of Common Stock And Dividend Policy	13
Description Of The Debentures	14
Description Of Capital Stock	32
Material U.S. Federal Income Tax Considerations	35
Selling Securityholders	40
Plan Of Distribution	41
Legal Matters	43
Experts	43
Where You Can Find More Information	43
Incorporation By Reference	43
Registration Rights Agreement
Indenture dated May 11, 2004
Opinion of Porter & Hedges, L.L.P.
Computation of Ratio of Earnings to Fixed Charges
Consent of Ernst & Young LLP
Statement of Eligibility of Trustee on Form T-1

ABOUT THIS PROSPECTUS

     This prospectus is a part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a “shelf” registration or continuous offering process. Under this shelf registration process, selling securityholders may from time to time sell the securities described in this prospectus in one or more offerings.

     This prospectus provides you with a general description of the securities that the selling securityholders may offer. A selling securityholder may be required to provide you with a prospectus supplement containing specific information about the selling securityholder and the terms of the securities being offered. That prospectus supplement may include additional risk factors or other considerations applicable to that offering. A prospectus supplement also may add, update or change information in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement. You should read both this prospectus and any prospectus supplement together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation by Reference.”

     You should rely only on the information contained in or incorporated by reference in this prospectus or a prospectus supplement. We have not authorized any person to give any information or to make any representations not contained or incorporated by reference in this prospectus. This prospectus is neither an offer to sell nor a solicitation of an offer to buy securities where an offer or solicitation would be unlawful. You should not assume the information in this prospectus or a prospectus supplement is accurate as of any date other than the date on the front of the documents.

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SUMMARY

     This summary highlights information contained elsewhere in this prospectus and the documents incorporated into it by reference. Because it is a summary, it does not contain all of the information that you should consider before investing in our securities. You should read the entire prospectus and the documents incorporated by reference carefully, including the section entitled “Risk Factors,” and the financial statements and related notes to those financial statements incorporated by reference in this prospectus.

     As used in this prospectus, “Cooper Cameron Corporation,” the “Company,” “we,” “our,” “ours” and “us” refer to Cooper Cameron Corporation and its subsidiaries, except where the context otherwise requires or as otherwise indicated.

Overview

     Cooper Cameron Corporation designs, manufactures, markets and services equipment used by the oil and gas industry and industrial manufacturing companies. We are a leading manufacturer of oil and gas pressure control equipment, including valves, wellheads, controls, chokes, blowout preventers and assembled systems for oil and gas drilling, production and transmission used in onshore, offshore and subsea applications. We also are a leading manufacturer of integrally geared centrifugal air compressors, separable gas compressors and turbochargers. We operate internationally and have manufacturing plants and service centers in numerous locations, including the United States, the United Kingdom, Canada, France, Norway, Ireland, Singapore, Germany, The Netherlands, Australia, Mexico, Argentina, Nigeria and Brazil.

     Our operations are currently organized into three business segments:

• Cameron;

• Cooper Cameron Valves; and

• Cooper Compression.

Recent Developments

     Acquisition of Petreco International Inc. In February 2004, we acquired Petreco International Inc., a supplier of oil and gas separation products, for approximately $90 million, net of cash acquired and debt assumed. Petreco’s revenues in 2003 were approximately $117 million, and its income before taxes was approximately $12 million. Petreco is a market-leader in highly engineered custom processing products for the worldwide oil and gas industry. This acquisition will increase our presence in the oil and gas separation market and will complement our existing business.

Recent Financing Activities

     2.65% Senior Notes due 2007. On March 15, 2004, we issued $200 million of 2.65% senior notes due 2007. We used the net proceeds after issuance costs of approximately $198.7 million to repay a portion of the amounts outstanding under our zero coupon convertible senior debentures due 2021, which were subject to repurchase by us at the option of the holders on May 17, 2004. We repurchased an aggregate of $259.5 million of such zero coupon debentures, net of $(61.2) million discount, pursuant to such option. We expect to record an after-tax charge of approximately $2.8 million during the second quarter of 2004, to write off the unamortized debt issuance costs associated with the zero coupon debentures due 2021.

     1.50% Convertible Senior Debentures due 2024. On May 11, 2004, we issued $230 million of 1.50% convertible senior debentures due 2024 pursuant to a purchase agreement dated May 6, 2004, among us and the initial purchasers named therein. On June 10, 2004, we issued an additional $8,000,000 aggregate principal amount of such debentures pursuant to the initial purchasers’ option to purchase up to an additional $23,000,000 aggregate principal amount of such debentures. We used the net proceeds after issuance costs of approximately $232.7 million to purchase approximately $184.3 million of our outstanding 1.75% convertible senior debentures due 2021 pursuant to the tender offer described below, to purchase approximately 939,000 shares of our outstanding common stock at a purchase price of $48.96 per share and for general corporate purposes.

     The Tender Offer. On April 6, 2004, we commenced a tender offer to purchase, for cash, any or all of our outstanding $200 million 1.75% convertible senior debentures due 2021 at a purchase price equal to $1,000 per $1,000 principal amount. Upon termination of the tender offer on May 5, 2004, we received tenders for approximately $184.3 million in aggregate principal amount of our 1.75% debentures. The total cost to us of retiring the tendered 1.75% debentures was approximately $186.7 million, of which approximately $1.6 million was accrued interest. In addition, we expect to record an after-tax charge of approximately $2.1 million during the second quarter of 2004, to write off the unamortized debt issuance costs associated with the 1.75% debentures.

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Corporate Information

     Our common stock is traded on the New York Stock Exchange under the symbol “CAM.”

     Our principal executive offices are located at 1333 West Loop South, Houston, Texas 77027. Our telephone number at that location is (713) 513-3300.

SUMMARY OF THE DEBENTURES

Issuer	Cooper Cameron Corporation, a Delaware corporation.
Debentures	$238,000,000 aggregate principal amount of 1.50% convertible senior debentures due 2024.
Maturity	May 15, 2024, unless earlier converted, redeemed by us at our option or repurchased by us at the option of the holders.
Ranking	The debentures are our senior unsecured obligations and rank equally in right of payment with all of our other unsecured indebtedness and senior to any of our subordinated indebtedness. The debentures are effectively subordinated to any secured indebtedness we may incur to the extent of the collateral securing such indebtedness. As of the date of this prospectus, we had no secured indebtedness. The debentures are not guaranteed by any of our subsidiaries and, accordingly, the debentures are effectively subordinated to the indebtedness and other liabilities of our subsidiaries, including trade creditors. As of May 28, 2004, our subsidiaries had approximately $7.2 million of indebtedness, excluding intercompany indebtedness and trade payables.
Interest	1.50% per annum interest rate from May 11, 2004, on the principal amount, payable semi-annually on each May 15 and November 15 beginning November 15, 2004, to the holders of record at the close of business on the preceding May 1 and November 1, respectively.
Conversion rights	Holders may convert their debentures into shares of our common stock before the stated maturity only under the following circumstances:

• during any fiscal quarter after the fiscal quarter ending June 30, 2004, if the closing sale price of our common stock exceeds 120% of the then current conversion price for at least 20 consecutive trading days in the 30 consecutive trading-day period ending on the last trading day of the immediately preceding fiscal quarter;

• during any five consecutive trading-day period immediately following any five consecutive trading-day period (the “debenture measurement period”) in which the average trading price for the debentures during that debenture measurement period was less than 97% of the average conversion value for the debentures during such period; provided, however, that if the sale price of our common stock on the trading day before the conversion date is greater than 100% of the conversion price but equal to or less than 120% of the conversion price, then holders surrendering debentures for conversion will receive, in lieu of shares of our common stock based on the then

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applicable conversion rate, cash, common stock or a combination of cash and common stock, at our option, with a value equal to the principal amount of the debentures plus accrued and unpaid interest, if any, as of the conversion date.

• upon the occurrence of specified corporate transactions; or

• if we have called the debentures for redemption.

	The debentures are convertible into shares of our common stock at an initial conversion rate of 14.4857 shares per $1,000 principal amount of debentures (which represents a conversion price of approximately $69.03 per share) under the conditions and subject to such adjustments as described under “Description of the Debentures—Conversion Rights” and “—Conversion Rate Adjustments.” Upon conversion we will have the right to deliver, in lieu of our common stock, cash or a combination of cash and shares of common stock.
	At any time before maturity, we may irrevocably elect in our sole discretion to satisfy our conversion obligation in cash up to 100% of the principal amount of the debentures converted, with any remaining amount to be satisfied in shares of our common stock. See “—Description of the Debentures—Payment Upon Conversion.”
Optional redemption	Beginning on May 15, 2009, we may redeem the debentures at any time as a whole, or from time to time in part, at a redemption price in cash equal to 100% of the principal amount of the debentures to be redeemed plus accrued and unpaid interest to, but not including, the redemption date. For more information about redemption of the debentures at our option, see “Description of the Debentures—Optional Redemption by Us.”
Repurchase of debentures at the option of holders	Each holder of the debentures may require us to repurchase all or a portion of that holder’s debentures on May 15 of 2009, 2014 and 2019, at a repurchase price in cash equal to 100% of the principal amount of the debentures to be repurchased plus accrued and unpaid interest to, but not including, the repurchase date. For more information about the purchase of the debentures by us at the option of the holders, see “Description of the Debentures—Repurchase of Debentures at the Option of Holders—Optional Put.”
Repurchase of debentures upon a repurchase event	Upon a “repurchase event” (as defined under “Description of the Debentures—Repurchase of Debentures at the Option of Holders—Repurchase of Debentures at the Option of Holders Upon a Repurchase Event”), a holder may require us to repurchase all or a portion of that holder’s debentures no later than 30 days after notice to the holder of such repurchase event. We will pay a repurchase price in cash equal to 100% of the principal amount of such debentures plus accrued and unpaid interest to, but not including, the repurchase date. For more information about the repurchase of the debentures at the option of the holder following a repurchase event, see “Description of the Debentures—Repurchase of Debentures at the Option of Holders—Repurchase of Debentures at the Option of Holders Upon a Repurchase Event.”

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Use of proceeds	We will not receive any of the net proceeds from this offering.
Registration rights	We have agreed to use our best efforts to cause this shelf registration statement to remain effective until the earliest of:

• the date when each of the registrable securities covered by this shelf registration statement has been effectively registered under the Securities Act and disposed of;

• the date that is two years after the later of (1) the original issuance of the debentures and (2) the last date that we or any of our affiliates is the owner of such debentures (or any predecessor thereto); or

• such shorter period of time as permitted by Rule 144(k) under the Securities Act or any successor provisions thereunder;

	We will be required to pay certain holders liquidated damages if we fail to comply with our obligation to keep this registration statement available for sales of the debentures and the shares of our common stock issuable upon conversion of the debentures under the terms and conditions of the registration rights agreement. See “Description of the Debentures—Registration Rights.”
DTC eligibility	The debentures were issued in book-entry form only and are represented by permanent global debentures deposited with a custodian for, and registered in the name of, a nominee of The Depository Trust Company, or DTC, in New York, New York. Beneficial interests in any of the debentures will be shown on, and transfers will be effected only through, records maintained by DTC and its direct and indirect participants. Except in limited circumstances, no such interest may be exchanged for certificated securities. See “Description of the Debentures—Global Debentures, Book-Entry Form.”
Listing and trading	We do not intend to list the debentures for trading on any securities exchange or for inclusion on any automated quotation system. Our common stock is quoted on the New York Stock Exchange under the symbol “CAM.”
Risk factors	In analyzing an investment in the debentures offered by this prospectus, prospective investors should carefully consider, along with the other matters referred to and incorporated by reference in this prospectus, the information set forth under “Risk Factors.”

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RISK FACTORS

     You should carefully consider and evaluate all the information included or incorporated by reference in this prospectus, including the risks described below, before making an investment decision. Our business, financial condition and results of operations could be materially adversely affected by any of these risks. The trading price of the debentures and our common stock could decline, and you may lose all or part of your investment. The risks described below are not the only risks we face. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations and financial condition.

     This prospectus and the documents incorporated herein by reference also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this prospectus and the documents incorporated herein by reference.

Risks Related to Our Business

Our debt level may limit our financial flexibility.

     As of May 28, 2004, we had total consolidated indebtedness with a carrying value of approximately $470.8 million. We may incur additional debt in addition to the debt to be incurred in connection with this offering, in the future. The level of our debt could have several important effects on our future operations, including, among other things:

• a portion of our cash flow from operations will be dedicated to the payment of principal and interest on outstanding debt and will not be available for other purposes;

• credit rating agencies may in the future view our debt level negatively;

• covenants contained in our existing debt arrangements will require us to continue to meet financial tests that may affect our flexibility in planning for and reacting to changes in our business, including possible acquisition opportunities;

• our ability to obtain additional financing for working capital, capital expenditures, acquisitions, general corporate and other purposes may be limited;

• we may be at a competitive disadvantage to similar companies that have less debt; and

• we may be more vulnerable to adverse economic and industry conditions as a result of our debt level.

Execution of subsea systems projects exposes us to risks not present in our surface business.

     We continue to expand into the subsea systems market. This market is significantly different from our other markets since subsea systems projects are significantly larger in scope and complexity, in terms of both technical and logistical requirements. Subsea projects:

• typically involve long lead times;

• typically are larger in financial scope;

• typically require substantial engineering resources to meet the technical requirements of the project; and

• often involve the application of existing technology to new environments and, in some cases, new technology.

     During the fourth quarter of 2003, we experienced numerous shipment delays on our subsea systems contracts. Accordingly, we were unable to recognize revenue in 2003 on the delayed shipments, which had an aggregate sales value of approximately $30 million. We incurred approximately $10.8 million of incremental costs related to those subsea contracts, which was reflected as cost of sales in the fourth quarter of 2003. As of March 31, 2004, we have also recorded reserves of $8.9 million for estimated liquidated damages that could be assessed by

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our customers as a result of various delays experienced on the projects. To the extent we continue to experience difficulties in meeting the technical or delivery requirements of the projects, our earnings or liquidity could be negatively impacted.

Fluctuations in worldwide currency markets can impact our profitability.

     We have established multiple “Centers of Excellence” facilities for manufacturing such products as subsea trees, subsea chokes, subsea production controls and blowout preventers. These production facilities are located in the United Kingdom and other European and Asian countries. To the extent we sell these products in U.S. dollars, our profitability is eroded when the U.S. dollar weakens against the British pound, the Euro and other currencies. This occurred throughout 2003. We estimate that our gross profit, as a percentage of revenue, was negatively impacted by 0.4% during 2003 as a result of the weakening U.S. dollar. To the extent the U.S. dollar weakens further, future profitability would be negatively impacted.

Increases in the cost of metals used in our manufacturing processes could negatively impact our profitability.

     During the latter part of 2003, and continuing into 2004, commodity prices for items such as nickel, molybdenum and heavy metal scrap that are used to make the steel alloys required for our products began to increase significantly. Certain of our suppliers are beginning to pass these increases on to us. If we are not successful in raising our prices on products manufactured from these metals, our margins will be negatively impacted.

Risks Related to Our Financial Results and Condition

Downturns in the oil and gas industry have had, and may in the future have, a negative effect on our sales and profitability.

     Demand for most of our products and services, and therefore our revenues, depend to a large extent upon the level of capital expenditures related to oil and gas exploration, production, development, processing and transmission. Declines in oil and gas prices negatively affect the level of these activities. Factors that contribute to the volatility of oil and gas prices include the following:

• the demand for oil and gas, which is negatively impacted by economic downturns;

• the ability of the Organization of Petroleum Exporting Countries (“OPEC”) to set and maintain production levels and pricing;

• the level of production in non-OPEC countries;

• governmental policies regarding exploration and development of oil and gas reserves;

• the political environments of oil and gas producing regions;

• the depletion rates of gas wells in North America; and

• advances in exploration and development technology.

Our international operations expose us to instability and changes in economic and political conditions, foreign currency fluctuations, trade and investment regulations and other risks inherent to international business.

     We have manufacturing and service operations that are essential parts of our business in developing countries and economically and politically volatile areas in Africa, Latin America, the Middle East, and Central and South East Asia. The risks of international business that we are exposed to include the following:

• volatility in general economic, social and political conditions;

• differing tax rates, tariffs, exchange controls or other similar restrictions;

• changes in currency rates;

• inability to repatriate income or capital;

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• compliance with, and changes in, domestic and foreign laws and regulations that impose a range of restrictions on operations, trade practices, trade partners and investment decisions. From time to time we receive inquiries regarding our compliance with such laws and regulations, and we are currently responding to a request for information from the U.S. Department of Treasury’s Office of Foreign Assets Control regarding our involvement in our United Kingdom subsidiary’s commercial and financial activities relating to Iran;

• reductions in the number or capacity of qualified personnel; and

• seizure of equipment.

     We also purchase a large portion of our raw materials and components from a relatively small number of foreign suppliers in countries such as India, China and Pakistan. The ability of these suppliers to meet our demand could be adversely affected by the factors described above.

We are subject to environmental, health and safety laws and regulations that expose us to potential liability.

     Our operations are subject to a variety of foreign, federal, state and local laws and regulations, including laws and regulations relating to the protection of the environment. We are required to invest financial and managerial resources to comply with these laws and anticipate that we will continue to do so in the future. To date, the cost of complying with governmental regulation has not been material, but the fact that such laws or regulations are changed frequently makes it impossible for us to predict the cost or impact of such laws and regulations on our future operations. The modification of existing laws or regulations or the adoption of new laws or regulations imposing more stringent environmental restrictions could adversely affect us.

Risks Related to an Investment in the Debentures

Although the debentures are referred to as “senior debentures,” they are effectively subordinated to any secured debt and to the debt of our subsidiaries.

     The debentures are unsecured and, therefore, will be effectively subordinated to any of our future secured debt to the extent of the value of the assets securing that indebtedness. If we default on the debentures, become bankrupt, liquidate or reorganize, any secured creditors could use our collateral to satisfy their secured debt before you would receive any payment on the debentures. If the value of the collateral is not sufficient to pay any secured debt in full, our secured creditors would share the value of our other assets, if any, with you and the holders of other claims against us that rank equally with the debentures. Because the debentures are obligations of Cooper Cameron Corporation, they also are effectively subordinated to any existing or future debt or other obligations of our subsidiaries.

We expect the trading value of the debentures will be significantly affected by the price of our common stock.

     The market price of the debentures is expected to be significantly affected by the market price of our common stock. This may result in greater volatility in the trading value of the debentures than would be expected for nonconvertible debt securities we issue.

Our debt rating, or changes in that rating, may affect the market price for the debentures.

     On May 5, 2004, Standard & Poor’s notified us that it confirmed our senior unsecured debt rating of A-, but that the outlook for the Company has been revised from stable to negative. If Standard & Poor’s or any other rating agency reduces their rating on our debt securities in the future, the market price of the debentures and our common stock would likely be harmed.

The debentures do not restrict our ability to incur additional debt or to take other actions that could negatively impact holders of the debentures.

     Neither we nor our subsidiaries are restricted under the terms of the debentures from incurring additional indebtedness, including secured debt. In addition, the limited covenants applicable to the debentures do not require us or our subsidiaries to achieve or maintain any minimum financial results relating to our financial position or results of operations. Our ability and the ability of our subsidiaries to recapitalize, incur additional debt and take a number of other actions that are not limited by the terms of the debentures

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could have the effect of diminishing our ability to make payments on the debentures when due. In addition, neither we nor our subsidiaries are restricted from repurchasing subordinated indebtedness or common stock by the terms of the debentures.

Resales of the debentures and the shares of our common stock issuable upon conversion of the debentures are subject to limitations.

     Although we have registered resales of the debentures and of shares of our common stock issuable upon conversion of the debentures, the registration statement likely will not be available to holders at all times. We may suspend the effectiveness of the registration statement in certain circumstances. In addition, selling security holders may be subject to certain restrictions and potential liability under the Securities Act.

If you are able to resell your debentures, many other factors may affect the price you receive, which may be lower than you believe to be appropriate.

     If you are able to resell your debentures, the price you receive will depend on many other factors that may vary over time, including:

• the number of potential buyers;

• the level of liquidity of the debentures;

• ratings published by major credit rating agencies;

• our financial performance;

• the amount of indebtedness we have outstanding;

• the level, direction and volatility of market interest rates generally;

• the market for similar securities;

• the market price of our common stock;

• the redemption and repayment features of the debentures to be sold; and

• the time remaining to the maturity of the debentures.

     As a result of these factors, you may only be able to sell your debentures at prices below those you believe to be appropriate, including prices below the price you paid for them.

Securities we issue could dilute your ownership.

     We may decide to raise additional funds through public or private debt or equity financing to fund our operations. If we raise funds by issuing equity securities, the percentage ownership of our current stockholders will be reduced and the new equity securities may have rights prior to those of the common stock issuable upon conversion of the debentures. We may not obtain sufficient financing on terms that are favorable to you or us. We may also issue equity securities as consideration for acquisitions we may make.

The conditional conversion feature of the debentures could result in you receiving less than the value of the common stock into which a debenture would otherwise be convertible.

     The debentures are convertible into shares of our common stock only if specified conditions are met. If the specific conditions for conversion are not met, you will not be able to convert your debentures, and you may not be able to receive the value of the common stock into which the debentures would otherwise be convertible. This feature could adversely affect the value and trading prices for the debentures.

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We cannot assure you that a trading market will develop for the debentures.

     There is currently no trading market for the debentures. We have been informed by the initial purchasers who participated in the initial distribution of the debentures that they intend to make a market in the debentures, but they may cease doing so at any time. In addition, the liquidity of the trading market in the debentures, and the market price quoted for the debentures, may be adversely affected by changes in the overall market for this type of security and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. In addition, such market-making activities will be subject to limits imposed by the Securities Act and the Exchange Act. As a result, we cannot assure you that even if there is a trading market for the debentures it will provide enough liquidity for you to sell your debentures.

We may not be able to repurchase or retire the debentures.

     While you have a right to require us to repurchase all or a portion of your debentures on certain dates or in the event of a repurchase event, we may not have enough funds to pay the repurchase price on a repurchase date in the event of a repurchase event or at maturity. Any future credit agreements or other debt agreements (including other senior indebtedness) to which we become a party may provide that our obligation to redeem or repurchase the debentures would be an event of default under such agreement. As a result, we may be restricted or prohibited from repurchasing or redeeming the debentures. If we are prohibited from repurchasing or redeeming the debentures, we could seek the consent of then-existing lenders to repurchase or redeem the debentures or we could attempt to refinance the borrowings that contain such prohibition. If we are unable to obtain a consent or refinance the debt, we could not repurchase or redeem the debentures. Our failure to redeem or repurchase tendered debentures would constitute a default under the indenture and might constitute a default under the terms of other indebtedness that we incur. The term “repurchase event” is limited to certain specified transactions and events and may not include other events that might adversely affect our financial condition. Our obligation to repurchase the debentures upon a repurchase event would not necessarily afford holders of debentures protection in the event of a highly leveraged transaction, reorganization, merger or similar transaction involving us.

STATEMENT REGARDING FORWARD-LOOKING INFORMATION

     This prospectus and the documents incorporated by reference contain statements that are not historical or current facts, but deal with potential future circumstances and developments. They can be identified by the use of forward-looking words such as “believes,” “expects,” “plans,” “may,” “will,” “would,” “could,” “should” or “anticipates” or other comparable words, or by discussions of strategy that may involve risks and uncertainties. We caution you that these forward-looking statements are only predictions, which are subject to risks and uncertainties including technological uncertainty, financial variations, changes in the regulatory environment and industry conditions and trend predictions. The operation and results of our business may be subject to the effect of these and other risks and uncertainties, including those described in the documents incorporated by reference into this prospectus, which are available for review on our website and through the EDGAR system of the Securities and Exchange Commission at www.sec.gov.

     You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this prospectus.

     We do not undertake any responsibility to release publicly any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this prospectus. Additionally, we do not undertake any responsibility to update you on the occurrence of any unanticipated events that may cause actual results to differ from those expressed or implied by the forward-looking statements contained in this prospectus.

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USE OF PROCEEDS

     We will not receive any of the proceeds from this offering.

RATIO OF EARNINGS TO FIXED CHARGES

     The ratio of earnings to fixed charges for each of the periods set forth below has been computed on a consolidated basis and should be read in conjunction with our consolidated financial statements, including the accompanying notes thereto, incorporated by reference in this prospectus supplement.

	Year Ended December 31,
											Quarter Ended March 31,
	1999		2000		2001		2002		2003		2004
Ratio of earnings to fixed charges		3.0		2.8		7.3		8.1		6.8		7.5

     For purposes of calculating the ratios of earnings to fixed charges, “earnings” represent income (including only distributed income of less than 50% owned entities) before income taxes and fixed charges. “Fixed charges” represent the sum of interest charges and the portion of rental expenses representative of an interest factor.

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PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

     The debentures will not be listed on any national or regional securities exchange or reported on a national quotation system. To the extent that debentures are traded, prices of the debentures may fluctuate greatly.

     Our common stock is currently listed on the New York Stock Exchange under the symbol “CAM.” The following table sets forth, for each period indicated, the high and low sale prices for our common stock as reported on the NYSE.

	Common Stock
	Price
	High		Low
Year Ended December 31, 2002
Quarter ended March 31, 2002	$	52.98	$	36.40
Quarter ended June 30, 2002	$	59.60	$	47.99
Quarter ended September 30, 2002	$	50.86	$	35.94
Quarter ended December 31, 2002	$	53.31	$	38.56
Year Ended December 31, 2003
Quarter ended March 31, 2003	$	54.55	$	44.00
Quarter ended June 30, 2003	$	55.60	$	44.80
Quarter ended September 30, 2003	$	51.50	$	45.00
Quarter ended December 31, 2003	$	48.66	$	40.98
Year Ended December 31, 2004
Quarter ended March 31, 2004	$	49.49	$	40.05
Quarter ended June 30, 2004 (through June 17, 2004)	$	50.81	$	42.93

     On June 17, 2004, the last reported sale price of our common stock on the NYSE was $ 48.11 per share.

     We do not currently intend to pay dividends on our common stock.

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DESCRIPTION OF THE DEBENTURES

     We have summarized provisions of the debentures below. It is important for you to consider the information contained in this prospectus before making your decision to invest in the debentures.

     The debentures were issued by us under an indenture entered into between us and SunTrust Bank, as trustee. The debentures mature on May 15, 2024. Initially, the trustee will also act as paying agent, conversion agent, transfer agent and bid solicitation agent for the debentures.

     The following description is only a summary of the material provisions of the debentures, the indenture and the registration rights agreement. We urge you to read these documents in their entirety because they, and not this description, define the rights of holders of the debentures. You may request copies of these documents at our address set forth under the caption “Summary.”

     When we refer to “Cooper Cameron,” “we,” “our,” or “us” in this section, we refer only to Cooper Cameron Corporation, a Delaware corporation, and not to its subsidiaries.

General

     The debentures offered hereby:

• were initially sold in the aggregate principal amount of $238,000,000; provided, however, we may issue additional debentures under the same indenture (“additional debentures”);

• bear interest at a rate of 1.50% per annum from May 11, 2004, payable semi-annually on each May 15 and November 15 beginning November 15, 2004 to the holders of record at the close of business on the preceding May 1 and November 1, respectively;

• bear liquidated damages if we fail to comply with certain obligations set forth below under “—Registration Rights”;

• are issued only in denominations of $1,000 principal amount and multiples thereof;

• are senior unsecured obligations of Cooper Cameron, are effectively subordinated to our secured indebtedness to the extent of the collateral securing such indebtedness and rank equally in right of payment with all of our other unsubordinated indebtedness and senior to any of our subordinated indebtedness; as of May 28, 2004, we had no secured indebtedness and unsecured consolidated senior indebtedness of approximately $470.8 million, of which approximately $20.9 million is classified as current maturities;

• are not guaranteed by any of our subsidiaries and, accordingly, the debentures are effectively subordinated to the indebtedness and other liabilities of our subsidiaries, including trade creditors. As of May 28, 2004, our subsidiaries had approximately $7.2 million of indebtedness, excluding intercompany indebtedness and trade payables;

• are convertible into our shares of common stock at an initial conversion rate of 14.4857 shares per $1,000 principal amount of the debentures (which represents a conversion price of approximately $69.03 per share) under the conditions and subject to such adjustments as are described under “—Conversion Rights;”

• permit us to satisfy our conversion obligation in cash, shares of our common stock or a combination of cash and shares of common stock;

• are redeemable by us beginning on May 15, 2009, at any time as a whole, or from time to time in part, at a redemption price in cash equal to 100% of the principal amount of the debentures to be redeemed plus accrued and unpaid interest to, but not including, the redemption date as described under “—Optional Redemption by Us”;

• are subject to repurchase by us at the option of the holders for cash on May 15, 2009, 2014 and 2019, or upon a repurchase event, at a repurchase price in cash equal to 100% of the principal amount of the debentures to be repurchased plus accrued

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and unpaid interest to, but not including, the repurchase date as described under “—Repurchase of Debentures at the Option of Holders—Optional Put” and “—Repurchase of Debentures at the Option of Holders Upon a Repurchase Event”; and

• are due on May 15, 2024, unless earlier converted, redeemed by us at our option or repurchased by us at the option of the holders.

     Additional debentures can be issued as part of the same series as the debentures or as part of an additional series. Any additional debentures that we issue in the future will be identical in all respects to the debentures that we have already issued, except that additional debentures issued in the future will have different issuance prices and issuance dates.

     The indenture does not contain any financial covenants and does not restrict us or our subsidiaries from paying dividends, incurring additional indebtedness or issuing or repurchasing our other securities. The indenture also does not protect the holders in the event of a highly leveraged transaction or a change of control of Cooper Cameron, except to the limited extent described under “—Repurchase of Debentures at the Option of Holders—Repurchase of Debentures at the Option of Holders Upon a Repurchase Event.” See “Risk Factors—Risks Related to Our Business—Our debt level may restrict our financial flexibility.”

     No sinking fund is provided for the debentures. The debentures are issued only in registered form, without coupons, in denominations of $1,000 principal amount and multiples thereof.

     Holders may present definitive debentures for conversion, registration of transfer and exchange at our office or agency in New York City, which shall initially be the corporate trust office or agency of the trustee located at 767 Third Avenue, 31st Floor, New York, New York 10012, c/o Law Debenture Corporate Trust Services. For information regarding registration of transfer and exchange of global debentures, see “—Global Debentures, Book-Entry Form.” No service charge is required for any registration of transfer or exchange of debentures, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with such registration of transfer or exchange.

     Holders may not sell or otherwise transfer the debentures or the common stock issuable upon conversion of the debentures except in compliance with the provisions set forth below under “—Transfer Restrictions” and “—Registration Rights.”

Interest

     The debentures bear interest at a rate of 1.50% per annum from May 11, 2004. We will pay interest semi-annually on May 15 and November 15 of each year beginning November 15, 2004, to the holders of record at the close of business on the preceding May 1 and November 1, respectively. There are two exceptions to the preceding sentence:

• In general, we will not pay accrued interest on any debentures that are converted into shares of our common stock. See “—Conversion Rights.” If a holder of debentures converts after a record date for an interest payment but before the corresponding interest payment date, the holder on the record date will receive on that interest payment date accrued interest on those debentures, notwithstanding the conversion of those debentures before that interest payment date, because that holder will have been the holder of record on the corresponding record date. However, at the time that the holder surrenders debentures for conversion, the holder must pay to us an amount equal to the interest that has accrued and that will be paid on the related interest payment date. The preceding sentence does not apply, however, if (1) we have specified a redemption date that is after a record date for an interest payment but before the corresponding interest payment date, (2) we have specified a repurchase date following a repurchase event that is during such period or (3) any overdue interest exists at the time of conversion with respect to the debentures converted, but only to the extent of the amount of such overdue interest. Accordingly, under the circumstances described in clause (1) or (2), a holder of debentures who chooses to convert those debentures on a date that is after a record date but before the corresponding interest payment date or repurchase date, as the case may be, will not be required to pay us, at the time that holder surrenders those debentures for conversion, the amount of regularly scheduled interest it will receive on the interest payment date. Overdue interest described in (3) in excess of any regularly scheduled interest payment received in respect of such interest payment date will remain due and payable.

• We will pay interest to a person other than the holder of record on the record date if we elect to redeem the debentures on a date that is after a record date but on or before the corresponding interest payment date with respect to those debentures that are redeemed. In this instance, we will pay accrued interest on the debentures being redeemed to, but not including, the redemption date to the same person to whom we will pay the principal of those debentures.

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     Except as provided below, we will pay interest on:

• the global debenture to DTC in immediately available funds;

• any definitive debentures having an aggregate principal amount of $5,000,000 or less by check mailed to the holders of those debentures; and

• any definitive debentures having an aggregate principal amount of more than $5,000,000 by wire transfer in immediately available funds if requested by the holders of those debentures.

     At maturity, interest on the definitive debentures will be payable at the corporate trust office or agency of the trustee located at 767 Third Avenue, 31st Floor, New York, New York 10012, c/o Law Debenture Corporate Trust Services. We will make payments of interest at maturity on global debentures to DTC, in immediately available funds.

     Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Conversion Rights

General

     Holders may convert any outstanding debentures into shares of our common stock at any time before the close of business on the maturity date, subject to the conditions described below, at an initial conversion rate of 14.4857 shares per $1,000 principal amount (which represents a conversion price of approximately $69.03 per share). The conversion rate is subject to adjustment as described below. We will not issue fractional shares of common stock upon conversion of the debentures. Instead, we will pay the cash value of such fractional shares based upon the sale price (as defined below) of our common stock on the business day immediately preceding the conversion date. Holders may convert debentures only in denominations of $1,000 principal amount and multiples thereof.

     If a holder exercises its right to require us to repurchase its debentures as described under “—Repurchase of Debentures at the Option of Holders,” such holder may convert its debentures into shares of our common stock only if it withdraws its applicable repurchase notice and converts its debentures before the close of business on the business day immediately preceding the repurchase date.

     If we are a party to a consolidation, merger or binding share exchange pursuant to which shares of our common stock are converted into cash, securities or other property, then at the effective time of the transaction, the right to convert such debentures into common stock will be changed into a right to convert it into the kind and amount of cash, securities or other property or assets that the holder would have received if the holder had converted its debenture immediately before the transaction. If the transaction constitutes a “repurchase event,” as defined below, the holder can require us to purchase all or a portion of its debentures as described under “—Repurchase of Debentures at the Option of Holders—Repurchase of debentures at the option of holders upon a repurchase event” instead of converting such debentures pursuant to this provision.

Conversion Procedures

     By delivering to the holder the number of shares issuable upon conversion (or, to the extent we elect to make payment in cash, as described below, the amount of cash), together with a cash payment in lieu of any fractional shares, we will satisfy our obligation with respect to the debentures. That is, accrued interest will be deemed to be paid in full rather than canceled, extinguished or forfeited. We will not adjust the conversion rate to account for any accrued interest.

     If the holder converts after a record date for an interest payment but before the corresponding interest payment date, such holder will receive on the interest payment date interest accrued on those debentures, notwithstanding the conversion of debentures before the interest payment date, assuming the holder was the holder of record on the corresponding record date. However, each holder agrees, by accepting a debenture, that if the holder surrenders any debentures for conversion during such period, such holder must pay us in New York Clearing House funds at the time such holder surrenders its debenture for conversion an amount equal to the interest that has accrued and that will be paid on the debentures being converted on the interest payment date. The preceding sentence does not apply, however, if (1) we have specified a redemption date that is after a record date for an interest payment but before the corresponding interest payment date, (2) we have specified a repurchase date following a repurchase event that is during such period

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or (3) any overdue interest exists at the time of conversion with respect to the debentures converted, but only to the extent of the amount of such overdue interest. Accordingly, under the circumstances described in clause (1) or (2), a holder of debentures who chooses to convert those debentures on a date that is after a record date but before the corresponding interest payment date or repurchase date, as the case may be, will not be required to pay us, at the time that holder surrenders those debentures for conversion, the amount of regularly scheduled interest it will receive on the interest payment date. Overdue interest described in (3) in excess of any regularly scheduled interest payment received in respect of such interest payment date will remain due and payable.

     Upon conversion, we may choose to deliver, in lieu of shares of our common stock, cash or a combination of cash and shares of our common stock, as described below under “—Payment Upon Conversion.” At any time before maturity, we may irrevocably elect in our sole discretion to satisfy our conversion obligation in cash (as described under “—Payment Upon Conversion”) up to 100% of the principal amount of the debentures converted, with any remaining amount to be satisfied in shares of common stock.

     Holders of debentures are not required to pay any taxes or duties relating to the issuance or delivery of our common stock upon exercise of conversion rights, but they are required to pay any tax or duty that may be payable relating to any transfer involved in the issuance or delivery of the common stock in a name other than the name of the holder of the debenture. Certificates representing shares of our common stock will be issued or delivered only after all applicable taxes and duties, if any, payable by the holder have been paid.

     To convert interests in a global debenture, the holder must deliver to DTC the appropriate instruction form for conversion pursuant to DTC’s then applicable conversion program procedures. To convert a definitive debenture, the holder must:

• complete and manually sign the conversion notice on the back of the debenture (or a facsimile thereof);

• deliver the completed conversion notice and the debenture to be converted to the specified office of the conversion agent;

• pay all funds required, if any, relating to interest on the debenture to be converted, as described in the second preceding paragraph; and

• pay all taxes or duties, if any, as described in the preceding paragraph.

     The conversion date will be the date on which all of the foregoing requirements have been satisfied. The debentures will be deemed to have been converted immediately before the close of business on the conversion date. Delivery of shares will be accomplished by delivery to the conversion agent of certificates for the required number of shares, other than in the case of holders of debentures in book entry form with DTC, which shares shall be delivered in accordance with DTC’s customary practices. A holder will not be entitled to any rights as a holder of our common stock, including, among other things, the right to vote and receive dividends and notices of stockholder meetings, until the close of business on the conversion date.

     If a holder exercises its right to require us to repurchase its debentures as described under “—Repurchase of Debentures at the Option of Holders,” such holder may convert its debentures as provided above only if it withdraws its applicable repurchase notice and converts its debentures before the close of business on the business day immediately preceding the applicable repurchase date.

     If we:

• reclassify our common stock into another class of stock (other than changes in par value or resulting from a subdivision or a combination); or

• consolidate or combine with or merge into any person or sell or convey to another person our property and assets as or substantially as an entirety,

and the holders of all of our common stock receive cash, securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for all of their common stock, then at the effective time of the transaction, the right to convert a debenture into our common stock will be changed into a right to convert a debenture into the kind and amount of cash, securities or other property or assets which the holder would have received if the holder had converted such debentures immediately prior to the transaction. If the transaction constitutes a “repurchase event,” as defined below, the holder can require us to repurchase all or a

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portion of its debentures as described under “—Repurchase of Debentures at the Option of Holders—Repurchase of Debentures at the Option of Holders Upon a Repurchase Event.”

Payment Upon Conversion

Conversion On or Before the Final Notice Date

     If we receive your notice of conversion on or before the date that is 10 days before maturity or, with respect to debentures being redeemed, the applicable redemption date (the “final notice date”), the following procedures will apply:

     If we choose to satisfy all or any portion of our obligation to deliver common stock upon conversion (the “conversion obligation”) in cash, we will notify you through the trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the conversion obligation or as a fixed dollar amount) at any time on or before the date that is two business days following receipt by the conversion agent of your notice of conversion (the “cash settlement notice period”). If we timely elect to pay cash for any portion of the shares otherwise issuable to you, you may retract the conversion notice at any time during the two business day period beginning on the day after the final day of the cash settlement notice period (the “conversion retraction period”). If we do not elect to deliver cash in lieu of shares (other than cash in lieu of fractional shares), no such retraction can be made (and a conversion notice shall be irrevocable). If we elect to deliver cash for all or a portion of the shares and if the conversion notice has not been retracted, then settlement (in cash and/or shares) will occur on the third business day following the final day of the 10 trading-day period beginning on the day after the final day of the conversion retraction period (the “cash settlement averaging period”). If we choose to satisfy the entire conversion obligation in shares of our common stock, then settlement will occur on the third business day following the conversion date. Settlement amounts will be computed as follows:

• If we elect to satisfy the entire conversion obligation in shares, we will deliver to you a number of shares for each $1,000 principal amount of debentures to be converted equal to the conversion rate. In addition, we will pay cash for all fractional shares of common stock as described above under “—General.”

• If we elect to satisfy the entire conversion obligation in cash, we will deliver to you for each $1,000 principal amount of debentures to be converted cash in an amount equal to the product of:

• the then current conversion rate, and

• the average sale price of our common stock during the cash settlement averaging period. The “sale price” shall be determined as described below under “Conditions to Conversion— Conversion Upon Satisfaction of Common Stock Market Price Conditions.”

• If we elect to satisfy a fixed portion (other than 100%) of the conversion obligation in cash, we will deliver to you such cash amount (the “cash amount”) and a number of shares, for each $1,000 principal amount of debentures, equal to (i) the then current conversion rate, minus (ii) the cash amount divided by the average closing price of our common stock during the cash settlement averaging period; provided, however, that the number of shares will not be less than zero. In addition, we will pay cash for all fractional shares of common stock as described above under “—General.” Because, in this case, the number of shares of our common stock that we deliver on conversion will be calculated over a 10 trading-day period, holders of debentures bear the market risk that our common stock will decline in value between the beginning of the cash settlement averaging period and the day we deliver the shares of common stock upon conversion.

Our Right to Irrevocably Elect Payment

     At any time before maturity, we may irrevocably elect to satisfy in cash up to 100% of the principal amount of the debentures converted after the date of such election, with any remaining amount to be satisfied in shares of our common stock. Such election shall be in our sole discretion without the consent of the holders of the debentures, by notice to the trustee and the holders of the debentures.

     If we receive your notice of conversion after the election date, your notice of conversion will not be retractable, the cash settlement averaging period will be the 10 trading-day period beginning on the day after receipt of your notice of conversion and settlement (in cash and/or shares) will occur on the business day following the final day of the cash settlement averaging period.

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     We will deliver to you, for each $1,000 principal amount of notes submitted for conversion:

• a cash amount (the “election amount”) equal to (i) the then current conversion rate, multiplied by (ii) the average closing price of our common stock during the cash settlement averaging period; provided, however, that the election amount will not be more than 100% of the principal amount of a debenture; and

• a number of shares equal to (i) the then current conversion rate, minus (ii) the election amount divided by the average sale price of our common stock during the cash settlement averaging period.

Conversion After the Final Notice Date

     With respect to conversion notices that we receive after the final notice date, we will not send individual notices of our election to satisfy all or any portion of the conversion obligation in cash. Instead, if we choose to satisfy all or any portion of the conversion obligation in cash after the final notice date, we will send, on or before the final notice date, a single notice to the trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the conversion obligation or as a fixed dollar amount).

     If we receive your notice of conversion after the final notice date, the following procedures will apply:

     Settlement amounts will be computed and settlement dates will be determined in the same manner as set forth above under “Payment Upon Conversion—Conversion On or Before the Final Notice Date” except that the “cash settlement averaging period” shall be the 10 trading-day period beginning on the trading day after receipt of your notice of conversion. Settlement (in cash and/or shares) will occur on the third business day following the final day of such cash settlement averaging period, which date could be after the maturity date.

Conditions to Conversion

Conversion Upon Satisfaction of Common Stock Market Price Conditions

     You may surrender any of your debentures for conversion into shares of our common stock during any fiscal quarter after the fiscal quarter ending June 30, 2004, if the sale price of our common stock exceeds 120% of the then current conversion price for at least 20 consecutive trading days in the 30 consecutive trading-day period ending on the last trading day of the immediately preceding fiscal quarter.

     The “sale price” of our common stock on any date means the closing per share sale price (or, if no closing sale price is reported, the average of the bid and ask prices or, if there is more than one bid or ask price, the average of the average bid and the average ask prices) as reported in composite transactions for the principal U.S. securities exchange on which the common stock is traded (currently, the New York Stock Exchange) or, if the common stock is not listed on a U.S. national or regional securities exchange, as reported by the National Association of Securities Dealers Automated Quotation system or by the National Quotation Bureau Incorporated. In the absence of such a quotation, our board of directors will make a good faith determination of the sale price, which shall be conclusive.

Conversion Upon Satisfaction of Debenture Market Price Conditions

     You may surrender any of your debentures for conversion into shares of our common stock during any five consecutive trading-day period immediately following any five consecutive trading-day period (the “debenture measurement period”) in which the average trading price for the debentures during that debenture measurement period was less than 97% of the average conversion value for the debentures during such period; provided, however, that if the sale price of our common stock on the trading day before the conversion date is greater than 100% of the conversion price but equal to or less than 120% of the conversion price, then holders surrendering debentures for conversion will receive, in lieu of shares of our common stock based on the then applicable conversion rate, cash, common stock or a combination of cash and common stock, at our option, with a value equal to the principal amount of the debentures plus accrued and unpaid interest, if any, as of the conversion date (referred to herein as a “principal value conversion”). If a holder surrenders debentures for conversion and it is a principal value conversion, we will notify such holder by the second trading day following the conversion date whether we will pay all or a portion of the principal amount plus accrued and unpaid interest, in cash, common stock or a combination of cash and common stock, and in what percentage. Any common stock delivered upon a principal value conversion will be valued at the average sale prices of our common stock for each of the ten trading days commencing on the

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business day following the conversion date. We will pay you any portion of the principal amount plus accrued and unpaid interest to be paid in cash and deliver common stock with respect to any portion of the principal amount plus accrued and unpaid interest to be paid in common stock, no later than the third business day following the determination of the average last reported sale price as described in the preceding sentence.

     The “conversion value” is equal to the product of the sale price of our common stock (as defined above) on a given day multiplied by the then current conversion rate.

     The “trading price” of a debenture on any date of determination means the average of the secondary market bid quotations per $1,000 principal amount of debentures obtained by the bid solicitation agent for $1,000,000 principal amount of debentures at approximately 3:30 p.m., New York City time, on such determination date from three securities dealers unaffiliated with us that we select; provided that, if at least three such bids cannot be reasonably obtained by the bid solicitation agent, but two bids are obtained, then the average of the two bids will be used, and if only one such bid can be reasonably obtained by the bid solicitation agent, this one bid will be used. If:

• the bid solicitation agent, through the exercise of reasonable efforts, is unable to obtain at least one bid from a securities dealer, or

• in our reasonable judgment, the bid quotations are not indicative of the secondary market value of the debentures, then the trading price per $1,000 principal amount of debentures will be deemed to be less than 97% of the conversion value on that date of determination.

     The bid solicitation agent will initially be the trustee. We may change the bid solicitation agent, but no bid solicitation agent may be our affiliate. The bid solicitation agent will solicit bids from securities dealers, which may include the initial purchasers who participated in the initial distribution of the debentures, that are believed by us to be willing to bid for the debentures.

Conversion Upon Specified Corporate Transactions

     Even if the market price contingencies described above under “—Conditions to Conversion—Conversion Upon Satisfaction of Common Stock Market Price Conditions” and “—Conditions to Conversion—Conversion Upon Satisfaction of Debenture Market Price Conditions” have not occurred, if we elect to:

• distribute to all holders of our common stock certain rights or warrants entitling them to purchase shares of our common stock at less than the closing price of our common stock at the time of the distribution of the rights other than pursuant to a stockholder rights plan; or

• distribute to all holders of our common stock our assets, cash, debt securities or certain rights to purchase our securities, which distribution has a per share value exceeding 10% of the closing price of the common stock on the day preceding the declaration date for such distribution,

we must notify the holders of debentures at least 20 days before the ex-dividend date for such distribution. Once we have given such notice, holders may surrender their debentures for conversion at any time until the earlier of the close of business on the business day before the ex-dividend date or our announcement that such distribution will not take place; provided that a holder may not exercise this right to convert if the holder will otherwise participate in the distribution without conversion.

     In addition, if (1) we are party to a consolidation, merger or binding share exchange pursuant to which our common stock would be converted into cash, securities or other property or (2) any person or group after the first issuance of debentures becomes the beneficial owner (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, reclassification, recapitalization or any other method) of our voting stock representing 50% or more of the total voting power of all of our outstanding classes of voting stock or has the power, directly or indirectly, to elect a majority of the members of our board of directors, a holder may surrender debentures for conversion at any time from and after the date that is 15 days prior to the anticipated effective date of the transaction or event until 15 days after the actual date of such transaction or event.

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Conversion Upon Notice of Redemption

     Subject to our right to elect to make payment upon conversion in cash as described above under “—Payment Upon Conversion,” a holder may surrender for conversion any debentures we call for redemption at any time before the close of business on the business day before the redemption date, even if the debentures are not otherwise convertible at that time. If a holder already has delivered a repurchase notice with respect to a debenture, however, the holder may not surrender that debenture for conversion until the holder has withdrawn the notice before the close of business on the business day immediately preceding the date of repurchase in accordance with the indenture.

Conversion Rate Adjustments

     We will adjust the conversion rate if any of the following events occur:

(1)	we issue common stock as a dividend or distribution on our common stock to all holders of our outstanding common stock;
(2)	we subdivide or combine our common stock, or reclassify our stock into a smaller number of shares or issue shares of capital stock in connection with a reclassification;
(3)	we issue to all holders of our common stock rights or warrants to purchase our common stock or securities convertible into or exchangeable or exercisable for our common stock, which rights or warrants are exercisable for not more than 60 days, at a price less than the sale price of our common stock on the trading day immediately preceding the time of announcement of such issuance;
(4)	we distribute to all holders of our common stock (including any distribution made in connection with a consolidation or merger in which we survive and the common stock is not changed) shares of our capital stock, evidences of our indebtedness or non-cash assets, including securities, but excluding:
•	rights or warrants listed in (3) above; and
•	dividends or distributions listed in (1) above;
(5)	we pay cash dividends or distributions to all or substantially all holders of our common stock;
(6)	we or any of our subsidiaries make distributions of cash or other consideration in respect of a tender offer or exchange offer for our common stock, where the aggregate of such cash and the value of any such other consideration per share of our common stock exceeds the closing sale price per share of our common stock on the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer; and
(7)	someone other than us or one of our subsidiaries makes a payment of cash or other consideration in respect of a tender offer or exchange offer in which:
•	as of the closing date of the offer, our board of directors is not recommending rejection of the offer;
•	the tender offer or exchange offer is for an amount that increases the offeror’s ownership of our common stock to more than 10% of the total shares of our outstanding common stock; and
•	such cash and the value of any such other consideration per share of our common stock exceeds the closing sale price per share of our common stock on the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer.

     However, the adjustment referred to in clause (7) above will not be made if as of the closing of such offer, the offering documents disclose a plan or an intention to cause us to engage in a consolidation or merger or a sale of all or substantially all of our assets, the offeror accepts the tender of at least 50% of our outstanding common stock at the expiration of the offer, and such merger, consolidation or asset sale is completed within 120 days of the expiration of such tender offer or exchange offer, and provided that if the merger, consolidation or asset sale is not completed by such time, then the conversion rate will be adjusted as provided in paragraph (7) above, retroactive to the date the tender offer or exchange offer expired.

     In the event of distributions or payments of cash in accordance with paragraphs (5), (6) or (7) above, then the conversion rate will be adjusted so that it equals the rate that results from multiplying the conversion rate in effect on the record date with respect to the

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relevant cash dividend or other distribution by a fraction, the numerator of which is the average of the sale price of our common stock for the 10 consecutive trading days immediately before such record date, and the denominator of which is determined by subtracting (i) the sum of the amount per share of (y) any cash and (z) the fair market value (as determined by our board of directors) of any other property paid in any such dividend or distribution from (ii) the average of the sale price per share of our common stock for the 10 consecutive trading days immediately before such record date.

     Notwithstanding the foregoing, in no event will the conversion rate exceed 20.4248 (as such rate may be adjusted on a proportional basis for any adjustment to the conversion rate), which we refer to as the “maximum conversion rate,” as a result of an adjustment pursuant to paragraphs (5), (6) and (7) above.

     To the extent that we have a shareholders rights plan in effect upon conversion of the debentures into common stock, the holder will receive, in addition to the common stock, the rights under the shareholders rights plan whether or not the rights have separated from the common stock at the time of conversion, subject to limited exceptions, and no adjustments to the conversion rate will be made, except in limited circumstances.

     We will not make any adjustment to the conversion rate if holders of debentures may participate in the transactions described above without conversion.

     To the extent permitted by law, we may, from time to time, increase the conversion rate for a period of at least 20 days if our board of directors has made a determination that this increase would be in our best interests. Any such determination by our board will be conclusive. We would give holders at least 15 days notice of any increase in the conversion rate. In addition, we may increase the conversion rate if our board of directors deems it advisable to avoid or diminish any income tax to holders of common stock resulting from any stock distribution.

     We will not be required to make an adjustment in the conversion rate unless the adjustment would require a change of at least 1% in the conversion rate. However, we will carry forward any adjustments that are less than 1% of the conversion rate. Except as described above in this section, we will not adjust the conversion rate.

Payment at Maturity

     Each holder of $1,000 principal amount of debentures shall be entitled to receive $1,000, and accrued and unpaid interest, at maturity.

Optional Redemption by Us

     Before May 15, 2009, the debentures will not be redeemable at our option. Beginning on May 15, 2009, we may redeem the debentures at any time as a whole, or from time to time in part, at a redemption price in cash equal to 100% of the principal amount of the debentures to be redeemed plus accrued and unpaid interest to, but not including, the redemption date.

     We will give at least 30 days but not more than 60 days notice of redemption by mail to holders of debentures. Debentures or portions of debentures called for redemption are convertible by the holder until the close of business on the business day before the redemption date.

     If we do not redeem all of the debentures, the trustee will select the debentures to be redeemed in principal amounts of $1,000 or multiples thereof by lot, on a pro rata basis or by any other method the trustee considers fair and appropriate. If any debentures are to be redeemed in part only, we will issue a new debenture or debentures with a principal amount equal to the unredeemed principal portion thereof. If a portion of a holder’s debentures is selected for partial redemption and the holder converts a portion of its debentures, the converted portion will be deemed to be taken from the portion selected for redemption.

Repurchase of Debentures at the Option of Holders

Optional Put

     On May 15 of 2009, 2014 and 2019, a holder may require us to repurchase any outstanding debentures for which the holder has properly delivered and not withdrawn a written repurchase notice, subject to certain additional conditions. The purchase price will be

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in cash equal to 100% of the principal amount of the debentures to be repurchased plus accrued and unpaid interest to, but not including, the repurchase date.

     Holders may submit their debentures for repurchase to the paying agent at any time from the opening of business on the date that is 20 business days before the repurchase date until the close of business on the business day immediately preceding the repurchase date.

     Unless we have elected to redeem all of the debentures on or before the repurchase date (to the extent permitted by the indenture), we are required to give notice at least 20 business days before each repurchase date to all holders at their addresses shown in the register of the registrar and to beneficial owners as required by applicable law stating, among other things, the procedures that holders must follow to require us to repurchase their debentures as described below. The repurchase notice given by each holder electing to require us to repurchase debentures shall be given so as to be received by the paying agent no later than the close of business on the business day immediately preceding the repurchase date and must state:

• if certificated, the certificate numbers of the holder’s debentures to be delivered for repurchase;

• the portion of the principal amount of debentures to be repurchased, which must be $1,000 or a multiple thereof; and

• that the debentures are to be repurchased by us pursuant to the applicable provisions of the debentures and the indenture.

     A holder may withdraw any repurchase notice by delivering a written notice of withdrawal to the paying agent prior to the close of business on the business day immediately preceding the repurchase date. The notice of withdrawal shall state:

• the principal amount of debentures being withdrawn;

• if certificated, the certificate numbers of the debentures being withdrawn; and

• the principal amount, if any, of the debentures that remain subject to the repurchase notice.

     If debentures are not in certificated form, the foregoing notices must comply with appropriate DTC procedures.

     In connection with any repurchase, we will, to the extent applicable:

• comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act that may then be applicable; and

• file a Schedule TO or any other schedule required under the Exchange Act.

     Our obligation to pay the purchase price for debentures for which a repurchase notice has been delivered and not validly withdrawn is conditioned upon the holder delivering the debentures, together with necessary endorsements, to the paying agent at any time after delivery of the repurchase notice. We will cause the repurchase price for such debentures to be paid promptly following the later of the repurchase date or the time of delivery of the debentures, together with such endorsements.

     If the paying agent holds cash sufficient to pay the repurchase price of the debentures for which a repurchase notice has been delivered on the business day immediately following the repurchase date in accordance with the terms of the indenture, then, immediately after the repurchase date, the debentures will cease to be outstanding, whether or not the debentures are delivered to the paying agent. Thereafter, all other rights of the holder shall terminate, other than the right to receive the purchase price upon delivery of the debentures.

     Our ability to repurchase debentures may be limited by restrictions over the ability to obtain funds for such repurchase through our operations, dividends from our subsidiaries and the terms of our then existing agreements. Our failure to repurchase the debentures when required would result in an event of default with respect to the debentures. We cannot assure you that we would have the financial resources, or would be able to arrange financing, to pay the purchase price for all the debentures that might be delivered by holders of debentures seeking to exercise the repurchase right. See Risk Factors— “Risks Related to an Investment in the Debentures—We may not be able to repurchase the debentures,” and “—Our debt level may restrict our financial flexibility.”

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Repurchase of Debentures at the Option of Holders Upon a Repurchase Event

     In the event a repurchase event (as defined below) occurs, each holder will have the right, at its option, subject to the terms and conditions of the indenture, to require us to repurchase all or any portion of the holder’s debentures in integral multiples of $1,000 principal amount, at a price in cash for each $1,000 principal amount of such debentures equal to 100% of the principal amount of such debentures tendered, plus any accrued and unpaid interest to, but not including, the repurchase date. We will be required to repurchase the debentures no later than 30 days after notice of a repurchase event has been mailed as described below. We refer to this date as the “repurchase date.”

     Within 20 business days after the occurrence of a repurchase event, we must mail to the trustee and to all holders of debentures at their addresses shown in the register of the registrar and to beneficial owners as required by applicable law a notice regarding the repurchase event, which notice must state, among other things:

• the events causing a repurchase event;

• the date of such repurchase event;

• the last date on which a holder may exercise the repurchase right;

• the repurchase price;

• the repurchase date;

• the name and address of the paying agent and the conversion agent;

• the conversion rate, and any adjustments to the conversion rate that will result from the repurchase event;

• that debentures with respect to which a repurchase notice is given by the holder may be converted, if otherwise convertible, only if the repurchase notice has been withdrawn in accordance with the terms of the indenture; and

• the procedures that holders must follow to exercise these rights.

     To exercise this right, the holder must transmit to the paying agent a written repurchase notice, and such repurchase notice must be received by the paying agent no later than the close of business on the business day immediately preceding the repurchase date. The repurchase notice must state:

• the certificate numbers of the debentures to be delivered by the holder, if applicable;

• the portion of the principal amount of debentures to be repurchased, which portion must be $1,000 or an integral multiple of $1,000; and

• that such debentures are being tendered for repurchase pursuant to the repurchase event provisions of the indenture.

     A holder may withdraw any repurchase notice by delivering to the paying agent a written notice of withdrawal before the close of business on the business day immediately preceding the repurchase date. The notice of withdrawal must state:

• the principal amount of debentures being withdrawn;

• if certificated, the certificate numbers of the debentures being withdrawn; and

• the principal amount, if any, of the debentures that remain subject to a repurchase notice.

     If the debentures are not in certificated form, the foregoing notices from holders must comply with applicable DTC procedures.

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     Our obligation to pay the repurchase price for a debenture for which a repurchase notice has been delivered and not validly withdrawn is conditioned upon delivery of the debenture, together with necessary endorsements, to the paying agent at any time after the delivery of such repurchase notice. We will cause the repurchase price for such debenture to be paid promptly following the later of the repurchase date or the time of delivery of such debenture, together with such endorsements.

     If the paying agent holds money sufficient to pay the repurchase price of a debenture on the repurchase date in accordance with the terms of the indenture, then, immediately after the repurchase date, interest on such debenture will cease to accrue, whether or not the debenture is delivered to the paying agent. Thereafter, all other rights of the holder shall terminate, other than the right to receive the repurchase price upon delivery of the debenture.

     A “repurchase event” shall be deemed to have occurred upon the occurrence of either a “change in control” or a “termination of trading.”

     A “change in control” shall occur in the following situations:

(1)	any person or group after the first issuance of the debentures becomes the beneficial owner (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, reclassification, recapitalization or any other method) of our voting stock representing 50% or more of the total voting power of all of our outstanding classes of voting stock or has the power, directly or indirectly, to elect a majority of the members of our board of directors;
(2)	we consolidate with or merge with or into another person, we sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of our assets or any person consolidates with or merges with or into us; or
(3)	we liquidate or dissolve.

     A “change in control” will not be deemed to have occurred for purposes of (1) or (2) above if:

(1)

the persons that beneficially own our voting stock immediately before a transaction beneficially own shares with a majority of the total voting power of all outstanding voting stock of the surviving or transferee person; or

(2)

at least 95% of the total consideration to be paid or exchanged in connection with such transaction consists of common stock of the acquiror or successor entity that is listed (or, upon consummation of or immediately following such transaction or event, which will be listed) on a United States national securities exchange or approved for quotation on the Nasdaq’s National Market or any similar United States system of automated dissemination of quotations of securities prices.

     A “termination of trading” shall occur if our common stock (or other common stock or securities into which the debentures are then convertible) is neither listed for trading on a United States national or regional securities exchange nor approved for trading on the NASDAQ National Market, NASDAQ SmallCap Market or any other established United States system of automated dissemination of quotations of securities prices.

     In connection with any repurchase offer due to a repurchase event, we will to the extent applicable:

• comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act which may then be applicable; and

• file a Schedule TO or any other schedule required under the Exchange Act.

     The question of whether “all or substantially all” of our assets have been disposed of will be interpreted under applicable law and will likely be dependent upon the particular facts and circumstances. As a result, there may be a degree of uncertainty in ascertaining whether a disposition of “all or substantially all” of our assets (and consequently, a repurchase event) has occurred, in which case a holder’s ability to require us to purchase their debentures upon such an event may be impaired.

     Our ability to repurchase the debentures may be limited by restrictions over the ability to obtain funds for such repurchase through our operations, dividends from our subsidiaries and the terms of our then existing borrowing agreements. Our failure to repurchase the debentures when required would result in an event of default with respect to the debentures. We cannot assure you that we would have the financial resources, or would be able to arrange financing, to pay the purchase price for all the debentures that might be delivered by holders of debentures seeking to exercise the repurchase right. See Risk Factors —“Risks Related to an

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Investment in the Debentures—We may not be able to repurchase the debentures,” and —“Our debt level may restrict our financial flexibility”.

     We could, in the future, enter into certain transactions, including recapitalizations, that would not constitute a change in control but would increase the amount of debt, including other senior indebtedness, outstanding or otherwise adversely affect a holder. Neither we nor our subsidiaries are prohibited from incurring debt, including other senior indebtedness, under the indenture. The incurrence of significant amounts of additional debt could adversely affect our ability to service our debt, including the debentures.

     The repurchase feature of the debentures would not necessarily afford holders of the debentures protection in the event of highly leveraged or other transactions involving us that may adversely affect holders of the debentures. In addition, the repurchase feature of the debentures may in certain circumstances impede or discourage a takeover of our company.

Events of Default

     Each of the following constitutes an event of default with respect to the debentures:

• default in the payment when due of any principal of any of the debentures at maturity, upon redemption or upon exercise of a repurchase right;

• default in the payment of any interest or liquidated damages when due under the debentures, which default continues for 30 days;

• default in our obligation to satisfy our conversion obligation upon exercise of a holder’s conversion right;

• default in our obligation to provide notice of the occurrence of a repurchase event when required by the indenture;

• our failure to comply with any of our other agreements in the debentures or the indenture upon our receipt of notice to us of such default from the trustee or to us and the trustee from holders of not less than 25% in aggregate principal amount at maturity of the debentures then outstanding, and our failure to cure (or obtain a waiver of) such default within 60 days after we receive such notice;

• we fail or any of our “significant subsidiaries” (as such term is defined in Rule 1-02(w) of Regulation S-X) fails to make any payment at maturity on any indebtedness, including any applicable grace periods, in an amount in excess of $75.0 million in the aggregate for all such indebtedness and such amount has not been paid or discharged within 30 days after notice is given in accordance with the indenture;

• a default by us or any of our significant subsidiaries on any indebtedness that results in the acceleration of indebtedness in an amount in excess of $75.0 million in the aggregate for all such indebtedness, without this indebtedness being discharged or the acceleration being rescinded or annulled within 30 days after notice is given in accordance with the indenture; and

• certain events of bankruptcy, insolvency or reorganization affecting us or any or our significant subsidiaries.

     If an event of default shall have occurred and is continuing, either the trustee or the holders of not less than 25% in aggregate principal amount at maturity of the debentures then outstanding may declare the principal amount of the debentures then outstanding plus any interest on the debentures accrued and unpaid through the date of such declaration to be immediately due and payable. At any time after a declaration of acceleration has been made, but before a judgment or decree for payment of money has been obtained by the trustee, and subject to applicable law and certain other provisions of the indenture, the holders of a majority in aggregate principal amount of the debentures then outstanding may, under certain circumstances, rescind and annul such acceleration. In the case of certain events of bankruptcy or insolvency, the principal amount of the debentures then outstanding together with any accrued and unpaid interest through the occurrence of such event shall automatically become and be immediately due and payable.

     The holders of not less than a majority in aggregate principal amount of the outstanding debentures may, on behalf of the holders of all of the debentures, waive any past default and its consequences under the indenture, except a default (1) in the payment of the principal of or any interest on or with respect to the debentures or the payment of the redemption price or repurchase price or (2) with respect to a covenant or provision that cannot be modified without the consent of the holder of each debenture affected thereby.

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Mergers and Sales of Assets

     The indenture provides that we may not consolidate or merge with or into, or sell, assign, convey, transfer or lease our properties and assets substantially in their entirety (computed on a consolidated basis) to, another corporation, person or entity unless (1) either in the case of a merger or consolidation, we are the surviving person or the successor or transferee is a corporation that expressly assumes, by supplemental indenture, all of our obligations under the debentures and the indenture, and (2) immediately after such transaction, there is no event of default under the indenture, and no event which, after notice or the passage of time, or both, would become an event of default under the indenture shall exist.

     This covenant includes a phrase relating to the sale, assignment, conveyance, transfer or lease of our “properties and assets substantially in their entirety.” There is no precise, established definition of this phrase under applicable law. Accordingly, there may be uncertainty as to whether a sale, assignment, conveyance, transfer or lease of less than all our properties and assets is subject to this covenant.

Modification and Waiver

     We and the trustee may modify or amend the indenture with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding debentures; provided, however, that no such modification or amendment may, without the written consent or the affirmative vote of the holder of each debenture affected thereby:

• change the stated maturity of the principal of or any installment of interest or liquidated damages on or with respect to the debentures;

• reduce the principal amount of, repurchase price or redemption price of or interest or liquidated damages on any debenture;

• adversely affect the right of holders to convert or require us to repurchase any of the debentures;

• alter the manner of calculation or rate of accrual of interest or liquidated damages, redemption price or repurchase price on any debenture or extend the time for payment of any such amount;

• impair the right to institute suit for the enforcement of any repurchase of, payment on or with respect to, or conversion of any debenture, including any payment on or after the stated maturity of the debentures, in the case of redemption, on or after the redemption date or, in the case of repurchase at the option of any holder, on or after the repurchase date;

• modify the optional redemption provisions in a manner that adversely affects the holders;

• change the place of payment or the coin or currency in which the principal of or interest with respect to the debentures is payable;

• reduce the percentage in principal amount of the outstanding debentures, the consent of whose holders is required in order to take specific actions including, but not limited to, the waiver of past defaults or the modification or amendment of the indenture; or

• modify any of the above provisions.

     We and the trustee may modify or amend the indenture and the debentures without the consent of any holder in order to, among other things:

• provide for our successor pursuant to a consolidation, merger or sale of all or substantially all of our assets;

• add to our covenants for the benefit of the holders of all or any of the debentures or to surrender any right or power conferred upon us by the indenture;

• provide for a successor trustee with respect to the debentures;

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• provide for the issuance of debentures in coupon form;

• make provision with respect to the conversion rights of holders of the debentures in accordance with the indenture in connection with a reclassification, consolidation, combination, merger or sale of all or substantially all of our property and assets;

• cure any ambiguity or correct or supplement any provision in the indenture that may be defective or inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under the indenture which, in each case, will not adversely affect the interests of the holders of the debentures; provided, however, that any change to conform the indenture to the description of debentures contained in this prospectus shall be deemed not to adversely affect the interests of the holders of the debentures;

• add any additional events of default with respect to all or any of the debentures;

• secure the debentures;

• increase the conversion rate or reduce the conversion price, provided that the increase or reduction, as the case may be, is in accordance with the terms of the indenture and will not adversely affect the interests of the holders of the debentures;

• supplement any of the provisions of the indenture to such extent as shall be necessary to permit or facilitate the discharge of the debentures, provided that such change or modification does not adversely affect the interests of the holders of the debentures;

• make any changes or modifications necessary in connection with the registration of the debentures under the Securities Act as contemplated in the registration rights agreement and the qualification of the indenture under the Trust Indenture Act, provided that such change or modification does not adversely affect the interests of the holder of the debentures in any material respect; or

• add or modify any other provisions with respect to matters or questions arising under the indenture that we and the trustee may deem necessary or desirable and which will not adversely affect the interests of the holders of debentures.

Calculations in Respect of the Debentures

     We or our agents will be responsible for making all calculations called for under the debentures. These calculations include, but are not limited to, determination of the trading price of the debentures and sale price of our common stock and the projected payment schedule. We or our agents will make all these calculations in good faith and, absent manifest error, our and their calculations will be final and binding on holders of debentures. We or our agents will provide a schedule of these calculations to the trustee, and the trustee is entitled to conclusively rely upon the accuracy of these calculations without independent verification.

The Trustee, Paying Agent, Transfer Agent and Bid Solicitation Agent

     SunTrust Bank is the initial trustee under the indenture. The trustee and its affiliates also perform and may in the future perform certain banking and other services for us in the ordinary course of their business. The trustee will be the paying agent, conversion agent, transfer agent and bid solicitation agent for the debentures. The trustee makes no representation or warranty as to the validity or sufficiency of the information contained in this prospectus, except such information which specifically pertains to the trustee itself, or any information incorporated herein by reference.

Registration Rights

     We and the initial purchasers who participated in the original distribution of the debentures have entered into a registration rights agreement pursuant to which we agreed to file with the SEC within 90 days of the date on which we originally issued the debentures a shelf registration statement on Form S-3, if the use of such form is then available, to cover resales of registrable securities by the holders thereof who satisfy certain conditions relating to the provision of information in connection with the shelf registration statement. This prospectus forms a part of that registration statement. We have agreed to use our best efforts to cause the shelf registration statement to be declared effective by the SEC within 210 days of the date on which we issued the debentures.

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     Notwithstanding the foregoing, we will be permitted to prohibit, without the need to specify the nature of the event giving rise to the prohibition, offers and sales of registrable securities pursuant to the shelf registration statement if (i) the SEC issues a stop order suspending the effectiveness of the shelf registration statement, (ii) an event occurs or fact exists as a result of which the shelf registration statement (or the related prospectus) would contain an untrue statement of a material fact or would omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in the light of the circumstances under which they were made) not misleading, or (iii) any corporate development or other event occurs or is pending (a “material event”) that in our sole, but reasonable judgment makes it appropriate to suspend availability of the shelf registration statement and subject to certain conditions (any period during which offers and sales are prohibited being referred to as a “suspension period”). The suspension period during which the availability of the shelf registration statement could be extended (including the suspension period applicable to material events) without the payment by us of any liquidated damages cannot exceed 45 days in the aggregate in any three-month period and 90 days in the aggregate in any 12-month period.

     “Registrable securities” means each debenture, any underlying share of common stock, any of our securities into or for which such underlying common stock has been converted and any securities issued with respect thereto upon any stock dividend, split or similar event until, in the case of each such security, the earliest of (x) the date on which each of the registrable securities has been effectively registered under the Securities Act and disposed of, (y) the date that is two years after the later of (1) the original issuance of the debentures and (2) the last date that we or any of our affiliates is the owner of such debentures (or any predecessor thereto) or (z) such shorter period of time as permitted by Rule 144(k) under the Securities Act or any successor provisions thereunder.

     Holders of the registrable securities will be required to deliver information to be used in connection with, and to be named as selling securityholders in, the shelf registration statement within the periods set forth in the registration rights agreement in order to have their registrable securities included in the shelf registration statement. If a holder fails to timely complete and deliver to us the notice and questionnaire, the registrable securities held by such holder will not be entitled to be registered and such holder will not be entitled to receive any of the liquidated damages described in the following paragraphs. There can be no assurance that we will be able to maintain an effective and current registration statement as required. The absence of such a registration statement or the failure by a holder to timely complete and deliver to us a notice and questionnaire may limit the holder’s ability to sell such registrable securities or adversely affect the price at which such registrable securities can be sold.

     In no event may the method of distribution of our shares of common stock take the form of an underwritten offering without our prior consent.

     If:

• the shelf registration statement is not filed with the SEC within 90 days of the date on which we issue the debentures;

• the shelf registration statement has not been declared effective by the SEC within 210 days of the date on which we issue the debentures; or

• the initial shelf registration statement or any subsequent shelf registration statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) or usable for the offer and sale of registrable securities for a period of time (including any suspension period) which shall exceed 45 days in the aggregate in any three-month period or 90 days in the aggregate in any 12-month period;

     (each such event referred to in the bullets above being referred to as an “event”), we will pay liquidated damages to each holder of registrable securities. The amount of liquidated damages payable during any period during which an event shall have occurred and be continuing is:

• in the case of debentures, at a rate per year equal to 0.25% for the first 90-day period and at a rate per year equal to 0.50% thereafter of the aggregate principal amount of such debentures; or

• in the case of common stock issued upon conversion of the debentures, at a rate per year equal to 0.25% for the first 90-day period and at a rate per year equal to 0.50% thereafter of the then applicable conversion price (as defined below).

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     So long as an event continues, we will pay liquidated damages in cash on May 15 and November 15 of each year to the holder of record of the debentures or shares of common stock issued upon conversion of the debentures, as the case may be, on the immediately preceding May 1 or November 1. Following the cure of any such events, liquidated damages will cease to accrue with respect to such event. We will have no other liabilities for monetary damages with respect to our registration obligations.

     The term “applicable conversion price” means, as of any date of determination, $1,000 divided by the conversion rate then in effect as of the date of determination or, if no debentures are then outstanding, the conversion rate that would be in effect were debentures then outstanding.

     We will use our best efforts to cause the shelf registration statement to be effective until the earliest of:

• the date when each of the registrable securities covered by the shelf registration has been effectively registered under the Securities Act and disposed of;

• the date that is two years after the later of (1) the original issuance of the debentures and (2) the last date that we or any of our affiliates is the owner of such debentures (or any predecessor thereto); or

• such shorter period of time as permitted by Rule 144(k) under the Securities Act or any successor provisions thereunder.

     The foregoing summary of certain provisions of the registration rights agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the provisions of the registration rights agreement. Copies of the registration rights agreement are available from us upon request.

Form, Denomination and Registration of Debentures

     The debentures will be issued in registered form, without interest coupons, in denominations of $1,000 and multiples thereof, in the form of global debentures, except as further provided below. See “—Global Debentures, Book-Entry Form” for more information.

     No service charge will be imposed in connection with any transfer or exchange of any debenture, but we may in general require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith.

Global Debentures, Book-Entry Form

     We issued the debentures in the form of one or more permanent global debentures in definitive, fully registered, book-entry form. The global debentures have been deposited with or on behalf of DTC and registered in the name of Cede & Co., as nominee of DTC.

     DTC has advised us as follows:

• DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934.

• DTC holds securities that its participants deposit with DTC and facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities, through electronic computerized book-entry changes in participants’ accounts, thereby eliminating the need for physical movement of securities certificates.

• Direct participants include securities brokers and dealers, trust companies, clearing corporations and other organizations.

• DTC is owned by a number of its direct participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the National Association of Securities Dealers, Inc.

• Access to the DTC system is also available to others, such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly.

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• The rules applicable to DTC and its participants are on file with the SEC.

     We have provided the following descriptions of the operations and procedures of DTC solely as a matter of convenience. These operations and procedures are solely within the control of DTC and are subject to change by DTC from time to time. None of Cooper Cameron, the initial purchasers who participated in the original distribution of the debentures or the trustee takes any responsibility for these operations or procedures, and you are urged to contact DTC or its participants directly to discuss these matters.

     We expect that under procedures established by DTC:

• Upon deposit of the global debentures with DTC or its custodian, DTC will credit on its internal system the accounts of direct participants designated by the initial purchasers with portions of the principal amounts of the global debentures.

• Ownership of the debentures will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC or its nominee, with respect to interests of direct participants, and the records of direct and indirect participants, with respect to interests of persons other than participants.

     The laws of some jurisdictions require that purchasers of securities take physical delivery of those debentures in definitive form. Accordingly, the ability to transfer interests in the debentures represented by a global debenture to those persons may be limited. In addition, because DTC can act only on behalf of its participants, who in turn act on behalf of persons who hold interests through participants, the ability of a person having an interest in debentures represented by a global debenture to pledge or transfer those interests to persons or entities that do not participate in DTC’s system, or otherwise to take actions in respect of such interest, may be affected by the lack of a physical definitive security in respect of such interest.

     So long as DTC or its nominee is the registered owner of a global debenture, DTC or that nominee will be considered the sole owner or holder of the debentures represented by that global debenture for all purposes under the indenture and under the debentures. Except as provided below, owners of beneficial interests in a global debenture will not be entitled to have debentures represented by that global debenture registered in their names, will not receive or be entitled to receive physical delivery of certificated debenture and will not be considered the owners or holders thereof under the indenture or under the debentures for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee. Accordingly, each holder owning a beneficial interest in a global debenture must rely on the procedures of DTC and, if that holder is not a direct or indirect participant, on the procedures of the participant through which that holder owns its interest, to exercise any rights of a holder of debentures under the indenture or the global debentures.

     Debentures represented by a global debenture will be exchangeable for registered certificated debentures with the same terms only if: (1) DTC is unwilling or unable to continue as depositary or if DTC ceases to be a clearing agency registered under the Exchange Act and a successor depositary is not appointed by us within 90 days; or (2) a default under the indenture occurs and is continuing and DTC notifies the trustee of its decision to exchange the global debenture for registered certificated debentures.

     Neither we nor the trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of debentures by DTC, or for maintaining, supervising or reviewing any records of DTC relating to the debentures.

     Payments on the debentures represented by the global debentures will be made to DTC or its nominee, as the case may be, as the registered owner thereof. We expect that DTC or its nominee, upon receipt of any payment on the debentures represented by a global debenture, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the global debenture as shown in the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in the global debenture held through such participants will be governed by standing instructions and customary practice as is now the case with debentures held for the accounts of customers registered in the names of nominees for such customers. The participants will be responsible for those payments.

     Payments on the debentures represented by the global debentures will be made in immediately available funds. Transfers between participants in DTC will be effected in accordance with DTC rules and will be settled in immediately available funds.

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DESCRIPTION OF CAPITAL STOCK

     Our certificate of incorporation authorizes us to issue up to 150,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share. As of June 17, 2004 there were approximately 52.9 million shares of common stock outstanding and we do not have any shares of preferred stock outstanding.

Common Stock

     The holders of common stock as of the applicable record date are entitled to one vote per share on all matters to be voted upon by the stockholders. The holders of common stock do not have cumulative voting rights for the election of our directors in accordance with our bylaws and Delaware law. Subject to preferences applicable to any outstanding preferred stock, the holders of common stock are entitled to receive ratably such dividends as may be declared from time to time by the board of directors out of funds legally available for distribution, and, in the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share in all assets remaining after payment of liabilities. The common stock has no preemptive or conversion rights and is not subject to further calls or assessments by us. The common stock currently outstanding is validly issued, fully paid and nonassessable.

     See “—Stockholder Rights Plan; Preferred Stock Rights Agreement” for information regarding the rights that currently attach to each outstanding share of our common stock.

     The transfer agent and registrar for the common stock is Equiserve Trust Company N.A.

Anti-Takeover Effects of Delaware Law

     We are subject to the provisions of Section 203 of the Delaware General Corporation Law, which, subject to certain exceptions, prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the time that such stockholder became an interested stockholder, unless:

• before such time, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder’s becoming an interested stockholder;

• upon consummation of the transaction that resulted in the stockholder’s becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned:

• by persons who are directors and also officers; and

• by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

• at or after such time, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

     Section 203 defines “business combination” to include:

• any merger or consolidation involving the corporation and the interested stockholder;

• any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

• subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

• any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or

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• the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

     In general, Section 203 defines an “interested stockholder” as any entity or person that or who beneficially owns (or within three years did own) 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by such entity or person.

     The existence of this provision can be expected to have an anti-takeover effect with respect to transactions not approved in advance by our board of directors, including discouraging attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

     Our certificate of incorporation requires that any business combination involving us and a person who beneficially owns 20% or more of our common stock must be approved by the holders of at least 80% of the voting power of our outstanding shares of capital stock, voting together as a single class. This provision does not apply if either (i) the business combination is approved by a two-thirds vote of the continuing directors, as defined in our certificate of incorporation, or (ii) certain “fair price” and disclosure conditions are met.

Stockholder Rights Plan; Preferred Stock Rights Agreement

     The following summary of the principal terms of the rights and the Preferred Stock Rights Agreement, referred to as the rights agreement, is a general description only and is subject to the detailed terms and conditions of the rights agreement.

     In 1995, our board of directors declared a dividend distribution of one right for each outstanding share of our common stock. Each right is subject to the terms of the rights agreement. The rights agreement provides that each share of our outstanding common stock will have the right to purchase one one-hundredth of a share of our Series A Junior Participating Preferred Stock at an exercise price of $300.00, subject to adjustment.

     The rights under the rights agreement currently are attached to and trade together with our common stock. The rights will separate from our common stock and be represented by separate and distinct certificates approximately ten days after someone acquires or commences a tender offer for 20% or more of our outstanding common stock.

     After the rights separate from our common stock, certificates representing the rights will be mailed to record holders of our common stock. Once distributed, the rights certificates alone will represent the rights. All shares of our common stock issued before the date the rights separate from the common stock will be issued with the rights attached. The rights are not exercisable until the date the rights separate from the common stock. The rights will expire on October 31, 2007, unless earlier redeemed or exchanged by us.

     If an acquiror, which could be a person or group, obtains, or commences a tender or exchange offer to obtain, 20% or more of our common stock, then each right will entitle the holder to purchase a number of shares of our common stock having a then current market value equal to two times the exercise price.

     Each right will entitle the holder to purchase a number of shares of common stock of the acquiring entity having a then current market value of twice the exercise price if an acquiror obtains 20% or more of our common stock and any of the following occurs:

• we merge into another entity; or

• we sell more than 50% of our assets or earning power.

     Under the rights agreement, any rights that are or were owned by an acquiror, or its affiliates, of more than 20% of our outstanding common stock, will be null and void.

     At its option, our board of directors may redeem all of the outstanding rights under the rights agreement at any time on or before the close of business on the tenth day following the time that an acquiror obtains 20% or more of our outstanding common stock.

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     The redemption price under the rights agreement is $0.01 per right. Upon the action of our board of directors ordering the redemption of the rights, the right to exercise the rights will terminate, and the only right of the holders of the rights will be to receive the redemption price.

     The rights issued under the rights agreement are designed to protect and maximize the value of our common stock in the event of an unsolicited attempt to acquire us in a manner or on terms that are not approved by our board of directors. The rights are designed to deter unfair tactics, including a gradual accumulation of shares in the open market of a 20% or greater position, followed by a merger.

     Subject to the restrictions described above, the rights may be redeemed by us at $0.01 per right at any time before the time the rights separate from the common stock. Accordingly, the rights should not interfere with any merger or business combination approved by our board of directors. The rights are not intended to prevent a transaction that is in the best interest of our stockholders. However, the rights may have the effect of rendering more difficult or discouraging an acquisition that our board of directors deems undesirable. The rights will cause substantial dilution to a person or group that attempts to acquire us on terms or in a manner not approved by our board of directors, except pursuant to an offer conditioned upon redemption of the rights.

Preferred Stock

     Our certificate of incorporation authorizes us to issue shares of preferred stock in one or more series. Our board of directors has the authority, without stockholder consent and subject to certain limitations imposed by law or our bylaws, to issue one or more series of preferred stock at any time. The certificate of designation relating to each series will fix the voting power, rights, preferences and restrictions of the preferred stock of each series. Such certificate of designation will specify the terms of the preferred stock as determined by our board of directors, including the following:

• the number of shares in any series;

• the dividend rate and whether dividends on that series of preferred stock will be cumulative, noncumulative or partially cumulative;

• the voting rights of that series of preferred stock, if any;

• any conversion provisions applicable to that series of preferred stock;

• any redemption or sinking fund provisions applicable to that series of preferred stock, including whether there is any restriction on the repurchase or redemption of the preferred stock while there is any arrearage in the payment of dividends or sinking fund installments;

• the liquidation preference per share of that series of preferred stock, if any; and

• the terms of any other preferences or rights, if any, applicable to that series of preferred stock.

     All shares of preferred stock offered will, when issued, be fully paid and non-assessable. The registrar for shares of preferred stock will send notices to stockholders of any meetings at which holders of the preferred stock have the right to elect directors or to vote on any other matter.

     Although it has no present intention to do so, our board of directors, without stockholder approval, may issue preferred stock with voting and conversion rights, which could adversely affect the voting power of the holders of common stock. If we issue preferred stock, it may have the effect of delaying, deferring or preventing a change of control.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

     The following discussion describes the material U.S. federal income tax consequences of the ownership and disposition of the debentures and shares of our common stock into which the debentures may be converted under certain conditions. This discussion assumes that the debentures will be treated as indebtedness for U.S. federal income tax purposes. This discussion applies only to holders that hold the debentures and our common stock as capital assets.

     This discussion does not describe all of the tax consequences that may be relevant to a holder in light of its particular circumstances or to holders subject to special rules, such as:

• certain financial institutions;

• insurance companies;

• regulated investment companies;

• dealers and certain traders in securities or currencies;

• persons holding the debentures or our common stock as part of a “straddle,” “hedge,” “conversion” or similar transaction;

• United States Holders (as defined below) whose functional currency is not the U.S. dollar;

• certain former citizens or residents of the United States;

• partnerships or other entities classified as partnerships for U.S. federal income tax purposes; and

• tax-exempt organizations;

• persons subject to the alternative minimum tax.

     This summary is based on the Internal Revenue Code of 1986, as amended, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, changes to any of which after the date of this prospectus may affect the tax consequences described herein, possibly with retroactive effect.

     Persons considering the purchase of the debentures are urged to consult their tax advisers with regard to the application of the U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Tax Consequences to United States Holders

     As used herein, the term “United States Holder” means a beneficial owner of a debenture or our common stock that is for U.S. federal income tax purposes:

• a citizen or resident of the United States;

• a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any political subdivision thereof;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source;

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• a trust, if (a) the administration of the trust is subject to the primary supervision of a U.S. court and the trust has one or more U.S. persons with authority to control all substantial decisions or (b) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person; or

• any other person whose income or gain in respect of a debenture, or common stock into which the debentures may be converted, is effectively connected with the conduct of a United States trade or business.

Taxation of Interest

     Interest paid on the debentures will be included in the income of a United States Holder as ordinary income at the time it is received or accrued, in accordance with the holder’s regular method of tax accounting.

Market Discount

     A United States Holder may acquire notes with “market discount.” The market discount on a note generally will be equal to the amount, if any, by which the stated redemption price at maturity of the note immediately after its acquisition exceeds the holder’s tax basis in the note. The “stated redemption price at maturity” of each note will include all cash payments, other than stated interest to the extent that it is unconditionally payable at least annually at a single fixed rate, which we refer to as “qualified state interest,” required to be made thereunder until maturity. Qualified stated interest on the notes is 1.5% per annum. Subject to a de minimis exception, these provisions generally require a holder of a note acquired at a market discount to treat as ordinary income any gain recognized on the disposition of the note to the extent of the “accrued market discount” on the note at the time of disposition. In general, market discount on a note will be treated as accruing on a straight-line basis over the term of the note, or, at the election of the holder, under a constant yield method.

     In addition, any holder of a note acquired at a market discount may be required to defer the deduction of a portion of the interest on any indebtedness incurred or maintained to purchase or carry the note until the note is disposed of in a taxable transaction. The foregoing rule will not apply if the holder elects to include accrued market discount in income currently.

Bond Premium

     A United States Holder may acquire notes with “bond premium,” as defined below. If a holder acquires a note at a bond premium, the holder may elect to amortize the premium under the Treasury Regulations. If the election is made, the holder of a note generally offsets bond premium allocated to an accrual period against qualified stated interest income allocable to the accrual period.

     Amortizable bond premium in excess of qualified stated interest for an accrual period is allowed as a bond premium deduction. The amount allowable as a bond premium deduction for any accrual period is limited to the amount by which the holder’s aggregate interest inclusions on the note for prior accrual periods exceeds the aggregate bond premium deductions in the prior accrual period. Any bond premium deduction taken reduces the holder’s tax basis in the note. Any excess deduction is carried forward as bond premium in successive accrual periods.

     The amortizable bond premium on a note generally will be equal to the amount, if any, by which the holder’s initial tax basis in the note exceeds the sum of all amounts payable on a note, other than qualified stated interest (or if it results in a smaller amortizable bond premium, the amount payable on an earlier call date). Under the Treasury Regulations, the amortizable bond premium deduction will be treated as accruing in each accrual period under a constant yield method over the term of the note. In certain circumstances, such as a call or prepayment of a note, the offset or deduction for unamortized bond premium may be accelerated.

     The “accrual periods” of a note, other than the initial accrual period, are each of the six-month periods during the term of the notes that end on May 1 and November 1 of each year.

     For the above consequences to apply, the holder must make an election in the manner prescribed in Treasury Regulations Section 1.171-4. The election applies not only to the notes, but also to all bonds held by the holder during or after the taxable year to which the election applies, including all bonds thereafter acquired. The election is binding for all subsequent taxable years and may be revoked only with the consent of the Commissioner of Internal Revenue.

Additional Payments

     Under certain circumstances, we may be entitled to redeem all or a portion of the debentures. In addition, under certain circumstances, we will be required to repurchase all or a portion of the debentures or to pay an additional amount on the debentures if we fail to register the debentures with the SEC within the prescribed time periods or in certain other circumstances described above in “Description of the Debentures — Registration Rights.” Treasury Regulations contain special rules for determining the payment schedule and the yield to maturity of a debt instrument in the event the debt instrument provides for a contingency that could result in the acceleration or deferral of one or more payments. We do not intend to treat either the possibility of our redemption or repurchase of the debentures or payment of an additional amount as a result of our failure to cause the debentures to be registered as affecting the determination of the yield to maturity of the debentures or recognition of ordinary income upon redemption, repurchase, sale or exchange of the debentures. Our determinations in this regard are binding on each holder unless the holder explicitly discloses in a manner required by applicable Treasury Regulations that its determinations are different from ours. Our determinations are not, however, binding on the Internal Revenue Service.

Sale, Exchange, Repurchase or Redemption of Debentures

     Upon a sale, exchange, repurchase or redemption of a debenture (other than a conversion into our common stock), a United States Holder generally will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange, repurchase or redemption and such United States Holder’s adjusted tax basis in the debenture. A United States Holder’s adjusted tax basis in a debenture will generally be equal to the holder’s purchase price for the debenture increased by the amount of any accrued but unpaid interest. Previously included in the holder’s taxable income and reduced by any principal payments on the debentures.

     Gain or loss recognized on the sale, exchange, repurchase or redemption of a debenture generally will be capital gain or loss and will be long-term capital gain or loss if at the time of the sale, exchange, repurchase or redemption the debenture has been held for more than one year. Any amounts attributable to accrued interest, however, will be taxed as interest income (as discussed above under “—Taxation of Interest”) to the extent the holder has not previously included such amounts in the holder’s taxable income. The deductibility of capital losses is subject to limitations.

Conversion of Debentures into Common Stock, Cash, or Common Stock and Cash

     A United States Holder’s conversion of a debenture into our common stock generally will not be a taxable event, except to the extent that the stock received is attributable to accrued interest not previously included in income, the fair market value of which is taxable as interest income as discussed above under “—Taxation of Interest”.

     A United States Holder’s tax basis in our common stock received upon a conversion of a debenture (except for any stock received attributable to accrued interest not previously included in income) will be the same as the United States Holder’s adjusted tax basis in the debenture at the time of the conversion, reduced by any basis attributable to a fractional share. The United States Holder’s holding period for the common stock received (except for any stock received attributable to accrued interest not previously included in income) will include the holding period of the debenture converted.

     As discussed above under “Description of the Debentures — Payment Upon Conversion,” we will have the option to deliver cash in lieu of some or all of the common stock to be delivered upon conversion of the debentures. If a United States Holder converts a

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debenture and we deliver solely cash, the transaction will be treated for U.S. federal tax purposes as a redemption of the debenture, having the consequences for the holder described above under “— Sale, Exchange, Repurchase or Redemption of Debentures.”

     If a United States Holder converts a debenture and we deliver a combination of common stock and cash in satisfaction of our obligations (and such cash is not received in satisfaction of accrued interest or in lieu of a fractional share), you generally would not recognize loss, but generally would recognize capital gain, if any, on the debenture so exchanged in an amount equal to the lesser of (1) the gain realized (being the excess, if any, of the fair market value of the common stock received plus cash received over the adjusted tax basis in the debenture exchanged therefor), and (2) the cash received. Such gain generally would be long-term capital gain if you held the debenture for more than one year. Your adjusted tax basis in the common stock received generally should equal the adjusted basis in the debenture exchanged, decreased by the cash received, and increased by any amount of gain recognized. Your holding period in the common stock received upon conversion of the debenture would include the holding period of the debenture so exchanged.

     A United States Holder’s tax basis in any stock received attributable to accrued interest not previously included in income will equal the fair market value of the stock at the time of the conversion, and the United States Holder’s holding period for such stock will begin on the day after the conversion.

Constructive Dividends

     If at any time we increase the conversion rate, either at our discretion or pursuant to the anti-dilution provisions of the indenture, the increase may be deemed to be the payment of a taxable dividend to the United States Holders of the debentures. An increase in the conversion rate in the event of a cash dividend to our stockholders generally will be a taxable dividend, but generally a reasonable increase in the conversion rate in the event of stock dividends or distributions of rights to our stockholders to subscribe for our common stock will not be a taxable dividend. In certain circumstances, the failure to adjust the conversion rate may result in a deemed distribution to the holders of our common stock.

Taxation of Distributions on Common Stock

     Distributions, if any, paid on our common stock after a conversion, other than certain pro rata distributions of common stock, will be treated as a dividend to the extent paid out of current or accumulated earnings and profits (as determined under U.S. federal income tax principles) and will be includible in income by the United States Holder and taxable as ordinary income when received or accrued, in accordance with such United States Holder’s method of accounting. If a distribution exceeds our current and accumulated earnings and profits, the excess will be first treated as a tax-free return of the United States Holder’s investment, up to the United States Holder’s adjusted tax basis in the common stock. Any remaining excess will be treated as capital gain. Under recently enacted legislation, dividends received by noncorporate United States Holders on common stock may be subject to U.S. federal income tax at lower rates than other types of ordinary income if certain holding period requirements and other conditions are met. These preferential dividend tax rates are scheduled to expire for taxable years beginning on or after January 1, 2009. United States Holders should consult with their tax advisers regarding the implications of this new legislation in their particular circumstances.

Sale or Other Disposition of Common Stock

     Unless a nonrecognition provision applies, gain or loss realized by a United States Holder on the sale or other disposition of our common stock received upon conversion of a debenture will be recognized as capital gain or loss for U.S. federal income tax purposes, and will be long-term capital gain or loss if the United States Holder held the common stock for more than one year. The amount of the United States Holder’s gain or loss will be equal to the difference between the United States Holder’s adjusted tax basis in the common stock disposed of and the amount realized on the disposition.

Tax Consequences to Non-United States Holders

     As used herein, the term “Non-United States Holder” means a beneficial owner of a debenture or our common stock that is not a United States Holder.

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Taxation of Interest

     Subject to the discussion below regarding backup withholding, interest income on the debentures paid to a Non-United States Holder will be exempt from U.S. federal income and withholding tax, provided that:

• the Non-United States Holder does not own, actually or constructively, 10% or more of the total combined voting power of all classes of our stock entitled to vote;

• the Non-United States Holder is not a controlled foreign corporation related, directly or indirectly, to us through stock ownership and is not a bank receiving certain types of interest;

• the certification requirement described below has been fulfilled with respect to the Non-United States Holder; and

• such interest is not effectively connected with the conduct by such Non-United States Holder of a trade or business in the United States.

     The certification requirement referred to above will be fulfilled if the beneficial owner of a debenture certifies on IRS Form W-8BEN, under penalties of perjury, that it is not a U.S. person and provides its name and address.

     Interest income on the debentures that is not exempt from U.S. federal income and withholding tax generally will be subject to U.S. withholding tax at a 30% rate, subject to reduction by an applicable treaty, unless such income is effectively connected income as described below in “—Effectively Connected Income”.

     Liquidated damages received by a Non-United States Holder if the debentures are not registered with the SEC within prescribed time periods or in certain other circumstances described above in “Description of the Debentures—Registration Rights” may not be exempt from U.S. withholding tax as described above. Holders should consult with their tax advisers regarding such determination.

Sale, Exchange or Other Disposition of Debentures or Common Stock

     Subject to the discussion below regarding backup withholding, a Non-United States Holder generally will not be subject to U.S. federal income and withholding tax on gain realized on a sale, exchange or other disposition (other than a conversion into our common stock, which is described below) of the debentures or of our common stock, unless:

• the gain is effectively connected with the conduct by such Non-United States Holder of a trade or business in the United States,

• in the case of a Non-United States Holder who is a nonresident alien individual, the individual is present in the United States for 183 or more days in the taxable year of the sale, exchange or disposition and certain other conditions are met, or

• we are or have been a U.S. real property holding corporation at any time within the shorter of the five year period preceding such sale, exchange or disposition and the period the Non-United States Holder held the debentures or common stock. We believe that we are not, and do not anticipate becoming, a U.S. real property holding corporation for U.S. federal income tax purposes.

     Any gain realized on a sale, exchange or other disposition of the debentures taxed as interest income will be subject to the rules described above regarding taxation of interest.

Conversion of Debentures into Common Stock, Cash, or Common Stock and Cash

     Non-United States Holders generally will not be subject to U.S. federal income and withholding tax on the conversion of a debenture solely into shares of our common stock, except that any amount of the stock taxable as interest income will be subject to the rules described above regarding taxation of interest.

     As discussed above under “Description of the Debentures — Payment Upon Conversion,” we will have the option to deliver cash in lieu of some or all of the common stock to be delivered upon conversion of the debentures.

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     If a Non-United States Holder converts a debenture and we deliver solely cash, the transaction will be treated for U.S. federal income tax purposes as a redemption of the debenture, having the consequences for the holder described above under “— Sale, Exchange, or Other Disposition of Debentures or Common Stock.”

     If a Non-United States Holder converts a debenture and we deliver a combination of common stock and cash in satisfaction of our obligations (and such cash is not received in satisfaction of accrued interest or in lieu of a fractional share), a Non-United States Holder generally will not recognize loss, but generally would recognize capital gain, if any, on the debenture so exchanged in an amount equal to the lesser of (1) the gain realized (being the excess, if any, of the fair market value of the common stock received plus cash received over the adjusted tax basis in the debenture exchanged therefore), and (2) the cash received. Any such gain will be treated for U.S. federal income tax purposes as a redemption of the debenture, having the consequences for the holder described above under “— Sale, Exchange, or Other Disposition of Debentures or Common Stock.”

     Any gain recognized by a Non-United States Holder on the conversion of a debenture into our common stock due to the receipt of cash in lieu of a fractional share will be subject to the rules described above under “— Sale, Exchange, or Other Disposition of Debentures or Common Stock.”

Distributions on Debentures and Common Stock

     If a Non-United States Holder of a debenture was deemed to have received a constructive dividend (see “—Tax Consequences to United States Holders—Constructive Dividends” above), the Non-United States Holder generally will be subject to U.S. withholding tax at a 30% rate, subject to reduction by an applicable treaty, on the taxable amount of the dividend unless such income is effectively connected income as described below in “—Effectively Connected Income”. In addition, dividends paid to a Non-United States Holder of our common stock generally will be subject to U.S. withholding tax at a 30% rate, subject to reduction under an applicable treaty, unless such income is effectively connected income as described below in “—Effectively Connected Income”. In order to obtain a reduced rate of withholding, a Non-United States Holder will be required to provide a properly executed IRS Form W-8BEN certifying its entitlement to benefits under a treaty. A Non-United States Holder who is subject to withholding tax under such circumstances should consult his own tax adviser as to whether he can obtain a reduced rate of withholding tax or a refund for all or a portion of any tax withheld.

Effectively Connected Income

     If a Non-United States Holder of a debenture or of our common stock is engaged in a trade or business in the United States, and if interest on the debenture, gain realized on a sale, exchange or other disposition of the debenture or of our common stock, or a dividend on the debenture or on our common stock, is effectively connected with the conduct of the trade or business, the Non-United States Holder, although exempt from U.S. withholding tax, will generally be taxed in the same manner as a United States Holder (see "— Tax Consequences to United States Holders” above), except that the Non-United States Holder will be required to provide a properly executed IRS Form W-8ECI in order to claim an exemption from withholding tax. These Non-United States Holders should consult their own tax advisers with respect to other tax consequences of the ownership of the debenture or of our common stock, including the possible imposition of a 30% branch profits tax.

Backup Withholding and Information Reporting for United States Holders And Non-United States Holders

     Information returns may be filed with the IRS in connection with payments on the debentures and the common stock and the payment of proceeds from a sale or other disposition of the debentures or the common stock. A United States Holder may be subject to United States backup withholding tax on these payments if it fails to provide its taxpayer identification number to the paying agent and comply with certification procedures or otherwise establish an exemption from backup withholding. A Non-United States Holder may be subject to United States backup withholding tax on these payments unless the Non-United States Holder complies with certification procedures to establish that it is not a U.S. person. The amount of any backup withholding from a payment will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is timely furnished to the IRS.

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SELLING SECURITYHOLDERS

     On May 11, 2004, we issued and sold $230,000,000 in aggregate principal amount of the debentures to certain initial purchasers in a transaction exempt from the registration requirements of the federal securities laws. On June 10, 2004, we sold an additional $8,000,000 in aggregate principal amount of the debentures upon the initial purchasers’ partial exercise of the option granted to them in connection with the May offering. The initial purchasers resold the debentures to persons it represented to us that it reasonably believed to be qualified institutional buyers, as defined by Rule 144A under the Securities Act.

     The selling securityholders, which term includes their transferees, pledgees, donees and successors, may from time to time offer and sell pursuant to this prospectus any and all of the debentures and the shares of common stock issuable upon conversion of the debentures. Only those debentures and shares of common stock issuable upon conversion of the debentures listed below or in any supplement hereto may be offered for resale by the selling securityholders pursuant to this prospectus.

     The following table sets forth recent information about the principal amount of debentures and the number of shares of common stock issuable upon conversion of the debentures that may be offered for each selling securityholder’s account pursuant to this prospectus, in each case to the extent known to us as of June 18, 2004. The table assumes that the selling securityholders (i) have converted all of their debentures, (ii) sell all of the shares of common stock offered by them in offerings pursuant to this prospectus, and (iii) neither dispose of nor acquire any additional shares. We do not know when or in what amounts the selling securityholders may offer debentures or shares for resale, and we cannot assure you that the selling securityholders will sell any or all of the debentures or shares offered by this prospectus.

     The information set forth below is based on information provided by the selling securityholders. Unless set forth below, to our knowledge none of the selling securityholders has had a material relationship with us or any of our predecessors or affiliates within the past three years.

	Principal Amount of
	Debentures			Percentage of			Shares of Common
	Available for			Debentures			Stock Available for
Name of Selling Securityholder	Resale (1)			Outstanding (2)			Resale (3)(4)
Akela Capital Master Fund, Ltd.	$	15,000,000			6.30	%		217,285
Arbitex Master Fund L.P.		4,500,000			1.89	%		65,185
BBT Fund L.P.		4,400,000			1.85	%		63,737
Bear Stearns & Co. Inc.		1,750,000			0.74	%		25,349
CC Convertible Arbitrage, Ltd.		500,000			0.21	%		7,242
Calamos Convertible Fund – Calamos Investment Trust		7,000,000			2.94	%		101,399
California State Auto Assoc #3ASNF0002902		50,000			0.02	%		724
California State Auto Assoc Inter-Insurance		300,000			0.13	%		4,345
California State Auto Assoc Retirement Pension Plan		50,000			0.02	%		724
CGNU Life Fund		800,000			0.34	%		11,588
Charitable Convertible Securities Fund		440,000			0.18	%		6,373
Charitable Income Fund		135,000			0.06	%		1,955
Commercial Union Life Fund		1,000,000			0.42	%		14,485
CompSource Oklahoma		400,000			0.17	%		5,794
Concentrated Alpha Partners, L.P.		1,100,000			0.46	%		15,934
DBAG London		15,500,000			6.51	%		224,528
DKR Soundshore Oasis Holding Fund Ltd.		1,600,000			0.67	%		23,177
DKR Soundshore Strategic Holding Fund Ltd.		400,000			0.17	%		5,794
Deutsche Bank Sec. Inc.		2,000,000			0.84	%		28,971
EB Convertible Securities Fund		760,000			0.32	%		11,009
Field Foundation of Illinois		40,000			0.02	%		579
FrontPoint Convertible Arbitrage Fund, L.P.		5,250,000			2.21	%		76,049
GenCorp Foundation		30,000			0.01	%		434
Georgia Firefighters Pension T8YM		125,000			0.05	%		1,810
Georgia Municipal Employees Retirement Trust Fdn		500,000			0.21	%		7,242
Health Foundation of Greater Cincinnati		125,000			0.05	%		1,810
Jeffries Umbrella Fund Global Convertible Bonds		2,000,000			0.84	%		28,971
Key Trust Convertible Securities Fund		160,000			0.07	%		2,317
Key Trust Fixed Income Fund		180,000			0.08	%		2,607
Lydian Overseas Partners Master Fund LTD		3,000,000			1.26	%		43,457
Mellon HBV Master Convertible Arbitrage Fund LP		1,339,000			0.56	%		19,396
Mellon HBV Master Leveraged Multi-Strategy Fund LP		184,000			0.08	%		2,665
Mellon HBV Master Multi-Strategy Fund LP		840,000			0.35	%		12,167
Mint Master Fund Ltd.		262,000			0.11	%		3,795
Norwich Union Life & Pensions		1,400,000			0.59	%		20,279
Potlach		300,000			0.13	%		4,345
Privilege Portfolio SICAV		1,300,000			0.55	%		18,831
S.A.C. Capital Associates, LLC		1,000,000			0.42	%		14,485
Silverback Master LTD		2,000,000			0.84	%		28,971
Stamford Police Pension		30,000			0.01	%		434
TCW Group Inc.		1,835,000			0.77	%		26,581
Triborough Partners International Ltd.		5,040,000			2.12	%		73,007
Triborough Partners LLC		1,960,000			0.82	%		28,391
UBS AG Credit Derivatives		5,000,000			2.10	%		72,428
UBS O’Connor LLC for the benefit of O’Connor Global Convertible Arbitrage Master Ltd.		21,000,000			8.82	%		304,199
UBS Securities LLC(5)		1,290,000			0.54	%		18,686
Victory Capital Management		3,625,000	(6)		1.52	%		52,510	(6)
Victus Capital, LP		2,000,000			0.84	%		28,971
White River Securities L.L.C.		1,750,000			0.74	%		25,349
TOTALS	$	117,625,000			49.42	%		1,703,854

(1)	Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to the securities. All of the debentures beneficially owned by the selling securityholders are available for resale.
(2)	The percentage of debentures outstanding is based on the $238 million principal amount of debentures originally outstanding.
(3)	Represents all shares of common stock issuable to the selling securityholders upon conversion of their debentures, assuming a conversion rate of 14.4857 shares per $1,000 principal amount of debentures and a cash payment in lieu of any fractional share interest. The conversion rate is subject to adjustment as described under “Description of the Debentures — Conversion of Debentures.” Accordingly, the number of shares of common stock issuable upon conversion of the debentures may increase or decrease from time to time.
(4)	Except for S.A.C. Capital Associates, LLC and UBS Securities LLC, and excluding shares issuable upon conversion of the debentures, none of the selling securityholders beneficially owns any shares of our common stock. Thus, assuming all of the offered resale shares are sold by the selling securityholders pursuant to this prospectus, S.A.C. Capital Associates, LLC and UBS Securities LLC are the only selling securityholders who will own shares of our common stock after completion of the offering. Excluding the shares issuable upon conversion of the debentures, S.A.C. Capital Associates, LLC beneficially owns 4,700 shares of our common stock and UBS Securities LLC beneficially owns 7,969 shares of our common stock. Neither S.A.C. Capital Associates, LLC nor UBS Securities beneficially owns 1% or more of our issued and outstanding common stock.
(5)	UBS Securities LLC has in the past and may in the future provide financial advisory and other services to us and our affiliates. UBS Securities LLC served as joint book-running manager on (i) our issuance in March 2004 of $200,000,000 aggregate principal amount of 2.65% senior notes due 2007 and (ii) our issuance of the debentures.
(6)	Represents debentures and shares held by Victory Capital Management as Agent or Investment Manager for the following selling securityholders: California State Auto Assoc #3ASNF0002902, California State Auto Assoc Inter-Insurance, California State Auto Assoc Retirement Pension Plan, Charitable Convertible Securities Fund, Charitable Income Fund, CompSource Oklahoma, EB Convertible Securities Fund, Field Foundation of Illinois, GenCorp Foundation, Georgia Firefighters Pension T8YM, Georgia Municipal Employees Retirement Trust Fdn, Health Foundation of Greater Cincinatti, Key Trust Convertible Securities Fund, Key Trust Fixed Income Fund, Potlach and Stamford Police Pension. Victory Capital Management, as Agent or Investment Manager, may be deemed to be a beneficial owner of these selling securityholders’ debentures and shares, and it has been identified as such in the table.

     The selling securityholders listed in the above table may have sold or transferred, in transactions exempt from the registration requirements of the Securities Act, some or all of their debentures or the shares of common stock issuable upon conversion of the debentures since the date on which the information in the above table is presented. Information about the selling securityholders may change over time. Any changed information will be set forth in prospectus supplements.

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PLAN OF DISTRIBUTION

     The debentures and the common stock issuable upon conversion of the debentures may be sold from time to time to purchasers:

• directly by the selling securityholders and their successors, which includes their transferees, pledgees or donees or their successors; or

• through underwriters, broker-dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the selling securityholders or the purchasers of the debentures and the common stock issuable upon conversion of the debentures. These discounts, concessions or commissions may be in excess of those customary in the types of transaction involved.

     The selling securityholders and any underwriters, broker-dealers or agents who participate in the distribution of the debentures and the common stock issuable upon conversion of the debentures may be deemed to be “underwriters” within the meaning of the Securities Act. As a result, any profits on the sale of the debentures and the common stock issuable upon the conversion of the debentures by selling securityholders and any discounts, commissions or concessions received by any such broker-dealers or agents may be deemed to be underwriting discounts and “underwriters” within the meaning of the Securities Act will be subject to prospectus delivery requirements of the Securities Act. If the selling securityholders are deemed to be underwriters, the selling securityholders may be subject to certain statutory liabilities, including, without limitation, liabilities under Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act. If the debentures and the common stock issuable upon conversion of the debentures are sold through underwriters, broker-dealers or agents the selling securityholders will be responsible for underwriting discounts or commissions or agent’s commissions.

     The debentures and the common stock issuable upon conversion of the debentures may be sold in one or more transactions at:

• fixed prices;

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• prevailing market prices at the time of sale;

• prices related to such prevailing market prices;

• varying prices determined at the time of sale; or

• negotiated prices.

     These sales may be effected in transactions:

• on any national securities exchange or quotation service on which the debentures and common stock issuable upon conversion of the debentures may be listed or quoted at the time of the sale;

• in the over-the-counter market;

• otherwise than on such exchanges or services or in the over-the-counter market;

• through the writing and exercise of options, whether such options are listed on an options exchange or otherwise; or

• through the settlement of short sales.

     These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.

     In connection with the sales of debentures and the common stock issuable upon conversion of the debentures or otherwise, the selling securityholders may enter into hedging transactions with broker-dealers or other financial institutions. These broker-dealers or other financial institutions may in turn engage in short sales of debentures or the common stock issuable upon conversion of the debentures in the course of hedging their positions. The selling securityholders may also sell the debentures and common stock issuable upon conversion of the debentures short and deliver debentures and the common stock issuable upon conversion of the debentures to close out short positions, or loan or pledge debentures or the common stock issuable upon conversion of the debentures to broker-dealers that in turn may sell the debentures and the common stock issuable upon conversion of the debentures.

     To our knowledge, there are currently no plans, arrangements or understandings between any selling securityholders and any underwriter, broker-dealer or agent regarding the sale of the debentures and the common stock issuable upon conversion of the debentures.

     At the time a particular offering is made, if required, a prospectus supplement will be distributed, which will set forth the names of the selling securityholders, the aggregate amount and type of securities being offered, the price at which the securities are being sold and other material terms of the offering, including the name or names of any underwriters, broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling securityholders and any discounts, commissions or concessions allowed or reallowed to paid broker-dealers.

     Our common stock trades on the New York Stock Exchange under the symbol “CAM.” We do not intend to apply for listing of the debentures on any securities exchange or for inclusion of the debentures in any automated quotations system. Accordingly, no assurances can be given as to the development of liquidity or any trading market for the debentures. See “Risk Factors — Risk Related to an Investment in the Debentures — Resales of the debentures and the shares of our common stock issuable upon conversion of the debentures are subject to limitations.”

     We cannot be certain that any selling securityholder will sell any or all of the debentures or the common stock issuable upon conversion of the debentures pursuant to this prospectus. Further, we cannot assure you that any such selling securityholder will not transfer, devise or gift the debentures and the common stock issuable upon conversion of the debentures by other means not described in this prospectus. In addition, any debentures or common stock issuable upon conversion of the debentures covered by this prospectus that qualify for sale pursuant to Rule 144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A rather than under this prospectus. The debentures and the common stock issuable upon conversion of the debentures may be sold in some states only through registered or licensed brokers or dealers. In addition, in some states the debentures and common stock issuable upon

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conversion of the debentures may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification is available and complied with.

     The selling securityholders and any other person participating in the sale of debentures or the common stock issuable upon conversion of the debentures will be subject to the Exchange Act. The Exchange Act rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the debentures and the common stock issuable upon conversion of the debentures by the selling securityholders and any other such person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the debentures and the common stock issuable upon conversion of the debentures and the ability of any person or entity to engage in market-making activities with respect to the debentures and the common stock issuable upon conversion of the debentures.

     We have agreed to indemnify the selling securityholders against certain liabilities, including liabilities under the Securities Act.

     We have agreed to pay substantially all of the expenses incidental to the registration, offering and sale of the debentures and common stock issuable upon conversion of the debentures to the public, other than commissions, fees and discounts of underwriters, brokers, dealers and agents.

LEGAL MATTERS

     The validity of the debentures will be passed upon for us by Porter & Hedges, L.L.P. of Houston, Texas.

EXPERTS

     The consolidated financial statements and schedule of Cooper Cameron Corporation incorporated by reference in Cooper Cameron Corporation’s Annual Report (Form 10-K/A) for the year ended December 31, 2003, have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports thereon included or incorporated by reference therein and incorporated herein by reference. Such consolidated financial statements and schedule are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and current reports, proxy statements and other information with the SEC. You can inspect, read and copy these reports, proxy statements and other information at the public reference facilities the SEC maintains at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. You can also read copies of these reports, proxy statements and other information online by visiting our website at www.coopercameron.com.

     You can also obtain copies of these materials at prescribed rates by writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. You can obtain information on the operation of the public reference facilities by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site (http://www.sec.gov) that makes available annual, quarterly and current reports, proxy statements and other information regarding issuers that file electronically with it. In addition, the annual, quarterly and current reports, proxy statements and other information concerning us can be inspected at the New York Stock Exchange, 15 Broad Street, New York, New York 10006, where Cooper Cameron’s common stock is listed.

INCORPORATION BY REFERENCE

     We have incorporated by reference certain information that we file with the SEC, which means that we are disclosing to you important information by referring to those documents. The information incorporated by reference is deemed to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. The following documents filed by us, Commission File No. 1-13884, with the SEC are incorporated herein by reference and shall be deemed to be a part hereof:

• Annual Report on Form 10-K/A for the year ended December 31, 2003, dated March 15, 2004;

• Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2004, dated May 4, 2004;

• Current Report on Form 8-K dated May 5, 2004;

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• Current Report on Form 8-K dated May 6, 2004;

• Current Report on Form 8-K dated May 6, 2004;

• Current Report on Form 8-K dated May 26, 2004;

• All subsequent documents filed under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the completion of this offering;

• The description of our common stock, preferred stock and preferred stock purchase rights contained in the registration statement on Form 8-A filed on July 27, 1995.

     Any statement contained in a document incorporated by reference, or deemed to be incorporated by reference, in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document that also is incorporated by reference in this prospectus modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Statements contained in this prospectus as to the contents of any contract or other document referred to in this prospectus do not purport to be complete, and where reference is made to the particular provisions of such contract or other document, such provisions are qualified in all respects by reference to all of the provisions of such contract or other document.

     You may request a copy of each document incorporated by reference in this prospectus at no cost, by writing or calling us at the following address or telephone number: Cooper Cameron Corporation, 1333 West Loop South, Suite 1700, Houston, Texas 77027, Attention: Corporate Secretary, phone number (713) 513-3322. You also may obtain copies of these documents and other information about us from our website at www.coopercameron.com; however, such other information is not incorporated by reference into this prospectus.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The following table sets forth expenses payable by Cooper Cameron Corporation (the “Company”) in connection with the issuance and distribution of the securities being registered. All the amounts shown are estimates, except the SEC registration fee.

SEC registration fee	$	30,155
Printing expenses		3,000
Legal fees and expenses		25,000
Accounting fees and expenses		14,000
Miscellaneous expenses		5,000
Total	$	77,155

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law (the “DGCL”) permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding.

     In a suit brought to obtain a judgment in the corporation’s favor, whether by the corporation itself or derivatively by a stockholder, the corporation may only indemnify for expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense or settlement of the case. In any such action, no indemnification may be paid in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation except as otherwise approved by the Delaware Court of Chancery or the court in which the claim was brought. In any other type of proceeding, the indemnification may extend to judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with such other proceedings, as well as to expenses (including attorneys’ fees).

     The statute does not permit indemnification unless the person seeking indemnification has acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, in the case of criminal actions or proceedings, the person had no reasonable cause to believe his conduct was unlawful. There are additional limitations applicable to criminal actions and to actions brought by or in the name of the corporation. The determination as to whether a person seeking indemnification has met the required standard of conduct is to be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders.

     Our Amended Certificate of Incorporation (the “Certificate”) and our bylaws require us to indemnify our directors and officers to the fullest extent permitted under Delaware law, and to implement provisions pursuant to contractual indemnity agreements we have entered into with our directors and executive officers. The Certificate limits the personal liability of a director to us or our stockholders to damages for breach of the director’s fiduciary duty. We have purchased insurance on behalf of our directors and officers against certain liabilities that may be asserted or incurred by such persons in their capacities as our directors or officers, or that may arise out of their status as our directors or officers, including liabilities under the federal and state securities laws.

     Section 102(b)(7) of the DGCL (“Section 102(b)”) authorizes corporations to limit or to eliminate the personal liability of directors to corporations or their stockholders for monetary damages for breach of directors’ fiduciary duty of care. Although Section 102(b) does not change directors’ duty of care, it enables corporations to limit available relief to equitable remedies such as injunction or recission. The Certificate limits the liability of our directors to us or our stockholders to the fullest extent permitted by Section 102(b). Specifically, our directors will not be personally liable for monetary damages for breach of a director’s fiduciary duty as a

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director, except for liability (i) for any breach of the director’s duty of loyalty to us or our stockholders; (ii) for acts or omissions not in good faith, or which involve intentional misconduct or a knowing violation of law; (iii) for unlawful payments of dividends or unlawful stock purchases or redemptions as provided in Section 174 of the DGCL; or (iv) for any transaction from which the director derived an improper personal benefit. In the view of the SEC, the limitation of monetary liability pursuant to state law does not apply to liabilities under the federal securities laws.

ITEM 16. EXHIBITS.

EXHIBIT NO.		DESCRIPTION
+*4.1	—	Indenture dated May 11, 2004, between Cooper Cameron Corporation and SunTrust Bank, as trustee.
*4.2	—	Registration Rights Agreement dated May 11, 2004, among Cooper Cameron Corporation and the Initial Purchasers named therein.
*5.1	—	Opinion of Porter & Hedges, L.L.P.
*12.1	—	Statement Regarding Computation of Ratio of Earnings to Fixed Charges
23.1	—	Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)
*23.2	—	Consent of Ernst & Young LLP
24.1	—	Power of Attorney (included on signature page)
*25.1	—	Statement of Eligibility of Trustee on Form T-1

*	Filed herewith.
+	The Company will file as an exhibit to a current report on Form 8-K any underwriting agreement relating to the securities offered hereby.

ITEM 17. UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement:

(i)	to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)	to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; provided, however, that notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)	to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that the undertakings set forth in clauses (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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(4)	That, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(5)	To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
(6)	That for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(7)	That for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(8)	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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POWER OF ATTORNEY

     Each of the undersigned hereby appoints Sheldon R. Erikson and William C. Lemmer and each of them (with full power to act alone), as attorney and agents for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 any and all amendments and exhibits to this registration statement and any and all applications, instruments and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite or desirable.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 18, 2004.

By:	/s/ Sheldon R. Erikson
	Sheldon R. Erikson
	Chairman of the Board, President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act, the Registration Statement has been signed by the following persons in the indicated capacities and on June 18, 2004.

SIGNATURE	TITLE
/s/ Sheldon R. Erikson	Chairman of the Board, President and
Sheldon R. Erikson	Chief Executive Officer (principal executive officer)
/s/ Franklin Myers	Senior Vice President of Finance and
Franklin Myers	Chief Financial Officer (principal accounting officer)
/s/ Charles M. Sledge	Vice President and Corporate
Charles M. Sledge	Controller
/s/ Nathan M. Avery	Director
Nathan M. Avery
/s/ C. Baker Cunningham	Director
C. Baker Cunningham
/s/ Lamar Norsworthy	Director
Lamar Norsworthy
/s/ Michael Patrick	Director
Michael Patrick
/s/ David Ross	Director
David Ross
/s/ Bruce W. Wilkinson	Director
Bruce W. Wilkinson

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EXHIBITS

EXHIBIT NO.		DESCRIPTION
+*4.1	—	Indenture dated May 11, 2004, between Cooper Cameron Corporation and SunTrust Bank, as trustee.
*4.2	—	Registration Rights Agreement dated May 11, 2004, among Cooper Cameron Corporation and the Initial Purchasers named therein.
*5.1	—	Opinion of Porter & Hedges, L.L.P.
*12.1	—	Statement Regarding Computation of Ratio of Earnings to Fixed Charges
23.1	—	Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)
*23.2	—	Consent of Ernst & Young LLP
24.1	—	Power of Attorney (included on signature page)
*25.1	—	Statement of Eligibility of Trustee on Form T-1

*	Filed herewith.
+	The Company will file as an exhibit to a current report on Form 8-K any underwriting agreement relating to the securities offered hereby.

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EX-4.1

Exhibit 4.1
Execution Versions

COOPER CAMERON CORPORATION

as Issuer

SUNTRUST BANK,

as Trustee

1.50% Convertible Senior Debentures due 2024

INDENTURE

Dated as of May 11, 2004

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.1 Definitions	1
Section 1.2 Incorporation by Reference of Trust Indenture Act	9
Section 1.3 Rules of Construction	9
Section 1.4 Acts of Holders	9
ARTICLE II
THE SECURITIES
Section 2.1 Form and Dating	11
Section 2.2 Execution and Authentication	12
Section 2.3 Registrar, Paying Agent, Conversion Agent and Bid Solicitation Agent	13
Section 2.4 Paying Agent to Hold Cash and Securities in Trust	14
Section 2.5 Securityholder Lists	14
Section 2.6 Transfer and Exchange	15
Section 2.7 Replacement Securities	16
Section 2.8 Outstanding Securities; Determinations of Holders’ Action	16
Section 2.9 Temporary Securities	17
Section 2.10 Cancellation	17
Section 2.11 Persons Deemed Owners	18
Section 2.12 Additional Transfer and Exchange Requirements	18
Section 2.13 CUSIP Numbers	25
Section 2.14 Ranking	25
ARTICLE III
REDEMPTION
Section 3.1 The Company’s Right to Redeem; Notice to Trustee	26
Section 3.2 Selection of Securities to Be Redeemed	26
Section 3.3 Notice of Redemption	27
Section 3.4 Effect of Notice of Redemption	28
Section 3.5 Deposit of Redemption Price	28
Section 3.6 Securities Redeemed in Part	28
Section 3.7 Repayment to the Company	29
ARTICLE IV
REPURCHASE OF SECURITIES AT THE OPTION OF HOLDERS ON SPECIFIC DATES
Section 4.1 Optional Put	29
Section 4.2 Manner of Payment of Repurchase Price	31
Section 4.3 Effect of Repurchase Notice	31
Section 4.4 Deposit of Repurchase Price	32
Section 4.5 Securities Repurchased in Part	32
Section 4.6 Covenant to Comply With Securities Laws Upon Repurchase of Securities	32
Section 4.7 Repayment to the Company	33

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ARTICLE V
REPURCHASE AT THE OPTION OF HOLDERS UPON A REPURCHASE EVENT
Section 5.1 Repurchase Event Put	33
Section 5.2 Manner of Payment of Repurchase Event Repurchase Price	37
Section 5.3 Effect of Repurchase Event Repurchase Notice	37
Section 5.4 Deposit of Repurchase Event Repurchase Price	37
Section 5.5 Securities Repurchased in Part	38
Section 5.6 Covenant to Comply With Securities Laws Upon Repurchase of Securities	38
Section 5.7 Repayment to the Company	38
ARTICLE VI
COVENANTS
Section 6.1 Payment of Securities	39
Section 6.2 SEC and Other Reports to the Trustee	40
Section 6.3 Compliance Certificate	40
Section 6.4 Further Instruments and Acts	40
Section 6.5 Maintenance of Office or Agency of the Trustee, Registrar, Paying Agent and Conversion Agent	40
Section 6.6 Delivery of Information Required Under Rule 144A	41
Section 6.7 Waiver of Stay, Extension or Usury Laws	41
Section 6.8 Statement by Officers as to Default	42
ARTICLE VII
SUCCESSOR CORPORATION
Section 7.1 When Company May Merge or Transfer Assets	42
Section 7.2 Successor Corporation Substituted	42
ARTICLE VIII
DEFAULTS AND REMEDIES
Section 8.1 Events of Default	43
Section 8.2 Acceleration	44
Section 8.3 Other Remedies	45
Section 8.4 Waiver of Past Defaults	45
Section 8.5 Control by Majority	45
Section 8.6 Limitation on Suits	46
Section 8.7 Rights of Holders to Receive Payment or to Convert	46
Section 8.8 Collection Suit by Trustee	46
Section 8.9 Trustee May File Proofs of Claim	47
Section 8.10 Priorities	47
Section 8.11 Undertaking for Costs	48
Section 8.12 Restoration of Rights and Remedies	48
ARTICLE IX
TRUSTEE
Section 9.1 Duties of Trustee	48
Section 9.2 Rights of Trustee	49
Section 9.3 Individual Rights of Trustee	51

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Section 9.4 Trustee’s Disclaimer	51
Section 9.5 Notice of Defaults	51
Section 9.6 Reports by Trustee to Holders	51
Section 9.7 Compensation and Indemnity	52
Section 9.8 Replacement of Trustee	53
Section 9.9 Successor Trustee by Merger	54
Section 9.10 Eligibility; Disqualification	54
Section 9.11 Preferential Collection of Claims Against Company	54
ARTICLE X
DISCHARGE OF INDENTURE
Section 10.1 Discharge of Liability on Securities	54
Section 10.2 Repayment to the Company	54
ARTICLE XI
AMENDMENTS
Section 11.1 Without Consent of Holders	55
Section 11.2 With Consent of Holders	56
Section 11.3 Compliance with Trust Indenture Act	57
Section 11.4 Revocation and Effect of Consents, Waivers and Actions	58
Section 11.5 Notation on or Exchange of Securities	58
Section 11.6 Trustee to Sign Supplemental Indentures	58
Section 11.7 Effect of Supplemental Indentures	58
ARTICLE XII
CONVERSION
Section 12.1 Conversion Privilege	58
Section 12.2 Conversion Procedure; Conversion Rate; Fractional Shares; Payment in Cash in lieu of Common Stock	61
Section 12.3 Adjustment of Conversion Rate	65
Section 12.4 Consolidation or Merger of the Company	75
Section 12.5 Notice of Adjustment	76
Section 12.6 Notice in Certain Events	77
Section 12.7 Company To Reserve Stock: Registration; Listing	78
Section 12.8 Taxes on Conversion	78
Section 12.9 Conversion After Record Date	79
Section 12.10 Company Determination Final	79
Section 12.11 Responsibility of Trustee for Conversion Provisions	79
Section 12.12 Unconditional Right of Holders to Convert	80
ARTICLE XIII
MISCELLANEOUS
Section 13.1 Trust Indenture Act Controls	80
Section 13.2 Notices	80
Section 13.3 Communication by Holders with Other Holders	81
Section 13.4 Certificate and Opinion as to Conditions Precedent	81
Section 13.5 Statements Required in Certificate or Opinion	81

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Section 13.6 Separability Clause	82
Section 13.7 Rules by Trustee, Paying Agent, Conversion Agent and Registrar	82
Section 13.8 Legal Holidays	82
Section 13.9 Governing Law; Submission to Jurisdiction; Service of Process	82
Section 13.10 No Recourse Against Others	83
Section 13.11 Successors	83
Section 13.12 Multiple Originals	83
Section 13.13 Benefits of Indenture	83

EXHIBIT A	Form of Security
EXHIBIT B	Form of Restrictive Legend for shares of Common Stock Issued Upon Conversion
EXHIBIT C	Form of Repurchase Notice
EXHIBIT D	Form of Repurchase Event Repurchase Notice

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Execution Versions

     INDENTURE dated as of May 11, 2004 between COOPER CAMERON CORPORATION, a Delaware corporation (the “Company”), and SUNTRUST BANK, a Georgia banking corporation, as trustee (the “Trustee”).

     Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company’s 1.50% Convertible Senior Debentures due 2024:

ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1 Definitions.

     “Act” when used with respect to the Holders shall have the meaning set forth in Section 1.4(a).

     “Additional Securities” means the 1.50% Convertible Senior Debentures due 2024 issuable from time to time following the Closing Date and the Option Closing Date by the Company pursuant to this Indenture.

     “Affiliate” of any specified person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For the purposes of this definition, “control” when used with respect to any specified person means the power to direct or cause the direction of the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “Agent Members” has the meaning set forth in Section 2.1(b).

     “Applicable Procedures” means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures of the Depositary for such Security, in each case to the extent applicable to such transaction and as in effect from time to time.

     “Applicable Stock” means the shares of Common Stock; provided, that, in the event of a Repurchase Event in which the Company is not the surviving Person, the term “Applicable Stock” shall mean the Capital Stock or ordinary shares or American Depositary Shares (or similar securities) of such surviving Person or its direct or indirect parent.

     “Bankruptcy Law” means Title 11 of the United States Code, or any similar federal or State law for the relief of debtors.

     “Bid Solicitation Agent” has the meaning set forth in Section 2.3.

     “Board of Directors” means either the board of directors of the Company or any duly authorized committee of such board.

     “Board Resolution” means a resolution of the Board of Directors.

     “Business Day” means each day of the year other than a Saturday or a Sunday or other day on which banking institutions in The City of New York are required or authorized by law or regulation to close.

     “Capital Stock” of any Person means any and all shares, interests, rights to purchase, acquire or exchange, warrants, options, participations or other equivalents of or interests in (however designated) equity ownership interests issued by that Person.

     “Cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

     “Cash Amount” has the meaning set forth in Section 12.2(g).

     “Cash Settlement Averaging Period” has the meaning set forth in Section 12.2(g).

     “Cash Settlement Notice Period” has the meaning set forth in Section 12.2(g).

     “Certificated Securities” means Securities that are in substantially the form attached hereto as Exhibit A and that do not include the information called for by footnotes 1 and 3 thereof.

     “Closing Date” means the date of the closing of the initial issuance of an aggregate of $230 Million aggregate principal amount of Securities hereunder, May 11, 2004.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Common Stock” means the common stock, $0.01 par value per share, of the Company as that stock exists on the date of this Indenture or any other shares of Capital Stock of the Company into which such Common Stock shall be reclassified or changed.

     “Company” means the party named as the “Company” in the first paragraph of this Indenture until a successor replaces it pursuant to the applicable provisions of this Indenture and, thereafter, shall mean such successor. The foregoing sentence shall likewise apply to any such subsequent successor or successors.

     “Company Request” or “Company Order” means a written request or order signed in the name of the Company by any two Officers, at least one of whom is the Chief Executive Officer, the President, the Chief Financial Officer, an Executive Vice President or a Senior Vice President.

     “Conversion Agent” has the meaning set forth in Section 2.3.

     “Conversion Date” has the meaning set forth in Section 12.2(c).

     “Conversion Notice” has the meaning set forth in Section 12.2(b).

     “Conversion Obligation” has the meaning set forth in Section 12.2(a).

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     “Conversion Price” means, at any time, $1,000 divided by the Conversion Rate in effect at such time rounded to two decimal places (rounded up if the third decimal place thereof is 5 or more and otherwise rounded down).

     “Conversion Rate” means initially 14.4857 shares per $1,000 principal amount of Securities, subject to adjustment as set forth herein.

     “Conversion Retraction Period” has the meaning set forth in Section 12.2(g).

     “Conversion Value” means, at any time, the amount equal to the product of the Sale Price at such time multiplied by the then current Conversion Rate.

     “Corporate Trust Office” means the office of the Trustee in New York City at which at any time its corporate trust business shall be administered for certain purposes of this Indenture which office at the date of the execution of this Indenture is located at 767 Third Avenue, 31st Floor, NY, NY 10012 c/o Law Debenture Corporate Trust Services, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the corporate trust office of any successor Trustee in New York City (or such other address as a successor Trustee may designate from time to time by notice to the Holders and the Company).

     “Current Market Price” has the meaning set forth in Section 12.3(f).

     “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

     “Debenture Measurement Period” has the meaning set forth in Section 12.1(a).

     “Default” means, when used with respect to the Securities, any event which is, or after notice or passage of time or both would be, an Event of Default.

     “Depositary” means, with respect to any Global Securities, a clearing agency that is registered as such under the Exchange Act and is designated by the Company to act as Depositary for such Global Securities (or any successor securities clearing agency so registered), which shall initially be DTC.

     “Director” means a member of the Board of Directors.

     “distributed assets” has the meaning set forth in Section 12.3(d).

     “DTC” means The Depository Trust Company, a New York corporation.

     “Election Amount” has the meaning set forth in Section 12.2(g).

     “Election Date” has the meaning set forth in Section 12.2(g).

     “Event of Default” has the meaning set forth in Section 8.1.

     “Excess Amount Per Share” has the meaning set forth in Section 12.3(f).

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     “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

     “Ex-Dividend Date” means, with respect to any issuance or distribution on shares of Common Stock, the first Trading Day on which the shares of Common Stock trade regular way on the principal securities market on which the shares of Common Stock are then traded without the right to receive such issuance or distribution.

     “Fair Market Value” has the meaning set forth in Section 12.3(f).

     “Final Notice Date” has the meaning set forth in Section 12.2(g).

     “Global Securities” means Securities that are in substantially the form attached hereto as Exhibit A and that include the information called for by footnotes 1 and 3 thereof and that are deposited with the Depositary or its custodian and registered in the name of, the Depositary or its nominee.

     “Holder” or “Securityholder” means a person in whose name a Security is registered on the Registrar’s books.

     “Indebtedness” has the meaning set forth in Section 2.14.

     “Indenture” means this Indenture, as amended or supplemented from time to time in accordance with the terms hereof, including the provisions of the TIA that are explicitly incorporated in this Indenture by reference to the TIA.

     “Initial Purchasers” means UBS Investment Bank, Citigroup Global Markets Inc. and Banc One Capital Markets, Inc..

     “Interest Payment Date” has the meaning set forth in the Securities.

     “Issue Date” of any Security means the date on which such Security was originally issued or deemed issued as set forth on the face of the Security.

     “Legal Holiday” means any day other than a Business Day.

     “Liquidated Damages Amount” has the meaning set forth in the Registration Rights Agreement. All references herein or in the Securities to interest accrued or payable as of any date shall include any Liquidated Damages Amount accrued or payable as of such date as provided in the Registration Rights Agreement.

     “Market Price” means, with respect to Securities, as of any date of determination, the average of the secondary market bid quotations per $1,000 principal amount of Securities obtained by the Bid Solicitation Agent (which shall initially be the Trustee) for $1,000,000 principal amount of Securities at approximately 3:30 p.m., New York City time, on such date of determination from three securities dealers (none of which shall be an Affiliate of the Company) selected by the Company, which may include the Initial Purchasers, provided, that if at least three such bids cannot be reasonably obtained by the Bid Solicitation Agent, but two bids are obtained, then the average of the two bids shall be used, and if only one such bid can be

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reasonably obtained by the Bid Solicitation Agent, this one bid will be used; provided, however, if (a) the Bid Solicitation Agent, through the exercise of reasonable efforts, is unable to obtain at least one bid from a securities dealer, or (b) in the Company’s reasonable judgment, the bid quotations are not indicative of the secondary market value of the Securities as of such date of determination, then the Market Price of a Security for such date of determination shall be deemed to be less than 97% of the Conversion Value on that date of determination;

     “Measurement Period” means the last 30 consecutive Trading Days in a fiscal quarter, beginning with the fiscal quarter ending June 30, 2004.

     “Non-Electing Share” has the meaning set forth Section 12.4.

     “Non-Recourse Indebtedness” means indebtedness the terms of which provide that the lender’s claim for repayment of such indebtedness is limited solely to a claim against the property which secures such indebtedness.

     “Notice of Default” has the meaning set forth in Section 8.1.

     “NYSE” means The New York Stock Exchange, Inc.

     “Officer” means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, the Controller, the Secretary, any Assistant Treasurer or Assistant Secretary of the Company.

     “Officers’ Certificate” means a written certificate containing the information specified in Sections 13.4 and 13.5, signed in the name of the Company by any two Officers, at least one of whom is the Chief Executive Officer, the President, the Chief Financial Officer, an Executive Vice President or a Senior Vice President and delivered to the Trustee. An Officers’ Certificate given pursuant to Section 6.3 shall be signed by the principal financial or accounting Officer of the Company and one other Officer.

     “Opinion of Counsel” means a written opinion containing the information specified in Sections 13.4 and 13.5, from legal counsel. The counsel may be an employee of, or counsel to, the Company.

     “Option Closing Date” shall mean the date of closing of, if any, pursuant to the option granted by the Company to the Initial Purchasers in the Purchase Agreement to purchase up to $23 Million aggregate principal amount of Securities, which shall be on or before the 30th day following the Closing Date.

     “Ordinary Cash Dividends” means any cash dividend paid by the Company in accordance with the Company’s stated dividend policy as in effect from time to time.

     “Outstanding Securities” has the meaning set forth in Section 2.8.

     “Paying Agent” has the meaning set forth in Section 2.3.

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     “Person” or “person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof.

     “Principal Corporate Trust” means the principal corporate trust office of the Trustee which office at the date of execution of this Indenture is 25 Park Place, N.E., 24th Floor, Atlanta, GA 30303 or such other address as the Trustee may designate from time to time by notice to the Holders and the Company.

     “Principal Value Conversion” has the meaning set forth in Section 12.1(a).

     “Principal Value Conversion Market Price” shall have the meaning set forth in Section 12.2(h).

     “Purchase Agreement” means the Purchase Agreement dated as of May 6, 2004, among the Company and the Initial Purchasers.

     “QIB” means a “qualified institutional buyer” as defined in Rule 144A.

     “Record Date” has the meaning set forth in Section 12.3(f).

     “Redemption Date” means, when used with respect to any Security to be redeemed, the date fixed for redemption pursuant to this Indenture.

     “Redemption Price” has the meaning set forth in Section 3.1.

     “Reference Period” has the meaning set forth in Section 12.3(d).

     “Registrar” has the meaning set forth in Section 2.3.

     “Registration Rights Agreement” means the Registration Rights Agreement, dated as of May 11, 2004, between the Company and the Initial Purchasers.

     “Regular Record Date” has the meaning set forth in the Securities.

     “Repurchase Date” has the meaning set forth in Section 4.1(a).

     “Repurchase Event” has the meaning set forth in Section 5.1(a).

     “Repurchase Event Company Notice” has the meaning set forth in Section 5.1(b).

     “Repurchase Event Repurchase Date” has the meaning set forth in Section 5.1(a).

     “Repurchase Event Repurchase Notice” has the meaning set forth in Section 5.1(c).

     “Repurchase Event Repurchase Price” has the meaning set forth in Section 5.1(a).

     “Repurchase Notice” has the meaning set forth in Section 4.1(c).

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     “Repurchase Price” has the meaning set forth in Section 4.1(a).

     “Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president or assistant treasurer or any other officer of the Trustee who customarily performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

     “Restricted Certificated Security” means a Certificated Security which is a Transfer Restricted Security.

     “Restricted Global Security” means a Global Security that is a Transfer Restricted Security.

     “Restricted Security” means a Restricted Certificated Security or a Restricted Global Security.

     “Rule 144A” means Rule 144A under the Securities Act (or any successor provision), as it may be amended from time to time.

     “Sale Price” of one share of Common Stock or one share of Applicable Stock on any date means the closing per share sale price of such Common Stock or Applicable Stock, as applicable (or, if no closing sale price is reported, the average of the bid and ask prices or, if there is more than one bid or ask price, the average of the average bid and the average ask prices) on such date as reported in composite transactions on the principal United States national securities exchange on which the Common Stock or Applicable Stock is listed, or if the shares of Common Stock or Applicable Stock are not listed on a United States national securities exchange, as reported in composite transactions on the Nasdaq National Market or the Nasdaq SmallCap Market or, if the shares of Common Stock or Applicable Stock are not quoted on the Nasdaq National Market or Nasdaq SmallCap Market, as reported on a United States regional securities exchange, or if not listed on a United States regional securities exchange, as reported by the National Association of Securities Dealers Automated Quotation System or by the National Quotation Bureau Incorporated. In the absence of such a quotation, the Board of Directors of the Company shall be entitled to make a good faith determination of the sale price on the basis it considers appropriate, which shall be conclusive.

     “Securities Act” means the United States Securities Act of 1933, as amended.

     “Security” or “Securities” means any of the Company’s 1.50% Convertible Senior Debentures due 2024, as amended or supplemented from time to time, issued under this Indenture.

     “Significant Subsidiary” has the meaning set forth in Rule 1-02(w) of Regulation S-X (17 C.F.R. 210).

     “Special Record Date” has the meaning set forth in the Securities.

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     “Spin-Off” has the meaning set forth in Section 12.3(d).

     “Stated Maturity”, when used with respect to any Security, means May 15, 2024.

     “Subsidiary” means any Person of which at least a majority of the outstanding voting stock shall at the time directly or indirectly be owned by the Company or by one or more Subsidiaries thereof or by the Company and one or more Subsidiaries.

     “TIA” means the United States Trust Indenture Act of 1939 as in effect on the date of this Indenture, provided, however, that in the event the TIA is amended after such date, TIA means, to the extent required by any such amendment, the TIA as so amended.

     “Trading Day” means:

     (a) if the applicable security is listed or admitted for trading on the quoted on the NYSE or other national or regional securities exchange, a day on which such exchange is open for business;

     (b) if the applicable security is quoted on the Nasdaq National Market, Nasdaq SmallCap Market or any similar United States system of automated dissemination of quotations of securities prices, a day on which trades may be made thereon; or

     (c) if the applicable security is not so listed or admitted for trading and not so quoted, any day other than a Saturday or Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

     “Transfer Certificate” has the meaning set forth in Section 2.12(f).

     “Transfer Restricted Security” has the meaning set forth in Section 2.12(f).

     “Trigger Distribution” has the meaning set forth in Section 12.3(e).

     “Trigger Event” has the meaning set forth in Section 12.3(d).

     “Trustee” means the party named as the “Trustee” in the first paragraph of this Indenture until a successor replaces it pursuant to the applicable provisions of this Indenture and, thereafter, shall mean such successor. The foregoing sentence shall likewise apply to any subsequent such successor or successors.

     “Unrestricted Certificated Security” means a Certificated Security that is not a Transfer Restricted Security.

     “Unrestricted Global Security” means a Global Security that is not a Transfer Restricted Security.

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Section 1.2 Incorporation by Reference of Trust Indenture Act.

     Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

     “Commission” means the SEC.

     “indenture securities” means the Securities.

     “indenture security holder” means a Securityholder.

     “indenture to be qualified” means this Indenture.

     “indenture trustee” or “institutional trustee” means the Trustee.

     “obligor” on the indenture securities means the Company.

     All other TIA terms used but not defined in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.

Section 1.3 Rules of Construction.

     Unless the context otherwise requires:

     (a) a term has the meaning assigned to it;

     (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with accounting principles generally accepted in the United States as in effect from time to time;

     (c) “or” is not exclusive;

     (d) “including” means including, without limitation;

     (e) words in the singular include the plural, and words in the plural include the singular; and

     (f) “all” includes “any” and “any” includes “all.”

Section 1.4 Acts of Holders.

     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to

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the Company, as described in Section 13.2. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

     (b) The fact and date of the execution by any person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such officer the execution thereof. Where such execution is by a signer acting in a capacity other than such signer’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of such signer’s authority, if it so states. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

     (c) The principal amount and serial number of any Security and the ownership of Securities shall be proved by the register maintained by the Registrar for the Securities.

     (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

     (e) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

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ARTICLE II
THE SECURITIES

Section 2.1 Form and Dating.

     The Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto, which is a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage (provided that any such notation, legend or endorsement required by usage is in a form acceptable to the Company). The Company shall provide any such notations, legends or endorsements to the Trustee in writing. Each Security shall be dated the date of its authentication.

     (a) Restricted Global Securities. All of the Securities issued on the Closing Date and the Option Closing Date are being offered and sold to QIBs in reliance on Rule 144A and shall be issued initially in the form of one or more Restricted Global Securities, which shall be deposited with the Trustee at its Principal Corporate Trust Office, as custodian for the Depositary and registered in the name of DTC or the nominee thereof, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary as hereinafter provided.

     (b) Global Securities in General. Each Global Security shall represent such of the outstanding Securities as shall be specified therein and each shall provide that it shall initially represent the aggregate amount of outstanding Securities stated thereon, but that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions, repurchases and conversions of such Securities and the issuance of Additional Securities.

     Any adjustment of the aggregate principal amount of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.12 and shall be made on the records of the Trustee and the Depositary.

     Neither any members of, or participants in, the Depositary (collectively, the “Agent Members”) nor any other persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Security registered in the name of the Depositary or any nominee thereof, or under any such Global Security, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or (B) impair, as between the Depositary, its Agent Members and any other person on

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whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Security.

     (c) Certificated Securities. Certificated Securities will be issued only under the limited circumstances provided in Section 2.12(a)(i).

Section 2.2 Execution and Authentication.

     The Securities shall be executed on behalf of the Company by any Officer. The signature of the Officer on the Securities may be manual or facsimile.

     A Security bearing the manual or facsimile signature of an individual who was at the time of the execution of the Security an Officer shall bind the Company, notwithstanding that such individual has ceased to hold such office(s) prior to the authentication and delivery of such Securities or did not hold such office(s) at the date of authentication of such Securities.

     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

     The amount of Securities which may be authenticated and delivered pursuant to this Indenture shall be unlimited. The Trustee initially shall authenticate and deliver the Securities for original issue in an aggregate principal amount of up to $253,000,000 (which amount includes Securities issued upon exercise of the Initial Purchasers’ option provided for in the Purchase Agreement) upon one or more Company Orders without any further action by the Company (other than as contemplated in Section 13.4 and Section 13.5). At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Additional Securities executed by the Company to the Trustee for authentication. Except as otherwise provided in this Article Two, the Trustee shall thereupon authenticate and make available for delivery said Securities to or upon Company Order. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall receive and shall be fully protected in relying upon:

     (a) in the case of the Securities to be authenticated and delivered on the Closing Date and the Option Closing Date, a copy of the Board Resolution in or pursuant to which the terms and form of the Securities were established, the issuance and sale of the Securities was authorized, this Indenture was authorized and specified Officers were authorized to establish the form and determine the terms of the Securities and the form of this Indenture, to execute the Securities and this Indenture on behalf of the Company and to take any other necessary actions relating thereto and evidence of any actions taken by authorized Officers pursuant to that Board Resolution, each certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors or taken by any authorized Officer and to be in full force and effect as of the date of such certificate;

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     (b) in the case of Additional Securities, a copy of the Board Resolution in or pursuant to which the issuance and sale of such Additional Securities was authorized and specified Officers were authorized to execute the Additional Securities on behalf of the Company and to take any other necessary actions relating thereto and evidence of any actions taken by authorized Officers pursuant to that Board Resolution, each certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors or taken by any authorized Officer and to be in full force and effect as of the date of such certificate;

     (c) an Officers’ Certificate delivered in accordance with Sections 13.4 and 13.5; and

     (d) an Opinion of Counsel reasonably satisfactory to the Trustee.

     The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.

     The Securities shall be issued only in registered form without coupons and only in denominations of $1,000 of principal amount and any multiple of $1,000.

Section 2.3 Registrar, Paying Agent, Conversion Agent and Bid Solicitation Agent.

     The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (“Registrar”), an office or agency where Securities may be presented for redemption, repurchase or payment (“Paying Agent”), an office or agency where Securities may be presented for conversion (“Conversion Agent”) and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company shall also appoint a bid solicitation agent (“Bid Solicitation Agent”) to act as set forth in Section 3 of the Securities. Pursuant to Section 6.5, the Company will at all times maintain a Registrar, Paying Agent, Conversion Agent, and Bid Solicitation Agent and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, New York City. The Registrar shall keep a register of the Securities and of their transfer and exchange.

     The Company may have one or more co-registrars, one or more additional paying agents, one or more additional conversion agents and one or more additional Bid Solicitation Agents. The term Paying Agent includes any additional paying agent, including any named pursuant to Section 6.5. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 6.5.

     The Company shall enter into an appropriate limited agency agreement with any Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or co-registrar (in each case, if such Person is a Person other than the Trustee). The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and

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address of any such agent. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or Bid Solicitation Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 9.7. The Company or any Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar, Conversion Agent or co-registrar. None of the Company or any Subsidiary or any Affiliate of any of them may act as Bid Solicitation Agent.

     The Company hereby initially appoints the Trustee as Registrar, Paying Agent, Conversion Agent and Bid Solicitation Agent in connection with the Securities.

Section 2.4 Paying Agent to Hold Cash and Securities in Trust.

     Except as otherwise provided herein, prior to 10:00 a.m., New York City time, on each due date of payments in respect of, or delivery of Cash or Common Stock or Applicable Stock, or any combination thereof, upon conversion of, any Security, the Company shall deposit with the Paying Agent Cash (in immediately available funds if deposited on the due date) or with the Conversion Agent Cash (in immediately available funds if deposited on the due date), such number of shares of Common Stock and/or Applicable Stock sufficient to make such payments or deliveries when so becoming due. The Company shall require each Paying Agent or Conversion Agent, as applicable (other than the Trustee), to agree in writing that such Agent shall hold in trust for the benefit of Securityholders or the Trustee all Cash, Common Stock and Applicable Stock, as applicable, held by such Agent for the making of payments or deliveries in respect of the Securities and shall notify the Trustee of any default by the Company in making any such payment or delivery. If the Company, a Subsidiary or an Affiliate of any of them acts as Paying Agent or Conversion Agent, as applicable, it shall segregate the money, Common Stock and Applicable Stock, as applicable, held by it as Paying Agent or Conversion Agent, as applicable, and hold it as a separate trust fund.

     The Company at any time may require a Paying Agent or Conversion Agent, as applicable, to pay all Cash, Common Stock and Applicable Stock, as applicable, held by it to the Trustee, and to account for any funds and Common Stock or Applicable Stock, as applicable, disbursed by it, and the Trustee may at any time during the continuance of any default, upon the written request to the Paying Agent or Conversion Agent, as applicable, require such Paying Agent or Conversion Agent, as applicable, to forthwith pay to the Trustee all Cash, Common Stock and Applicable Stock, as applicable, so held in trust. Upon doing so, the Paying Agent or Conversion Agent, as applicable, shall have no further liability for such Cash, Common Stock or Applicable Stock, as applicable.

Section 2.5 Securityholder Lists.

     The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Registrar, the Company shall cause to be furnished to the Trustee on or before each semiannual interest payment date and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders.

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Section 2.6 Transfer and Exchange.

     (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, when a Security is presented to the Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate, each in the form included in Exhibit A attached hereto and in form satisfactory to the Registrar and each duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained for such purpose pursuant to Section 2.3, the Company shall execute, and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s request. Any transfer or exchange shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange.

     Neither the Company, the Registrar nor the Trustee shall be required to exchange or register a transfer of (i) any Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed), (ii) any Securities in respect of which a Repurchase Notice or a Repurchase Event Repurchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be repurchased in part, the portion thereof not to be repurchased) or (iii) any Securities for a period of 15 days before the mailing of a notice of redemption of Securities to be redeemed.

     All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange.

     (b) Any Registrar appointed pursuant to Section 2.3 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities.

     (c) Each Holder of a Security agrees to indemnify the Company, the Registrar and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law.

     The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other

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documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Section 2.7 Replacement Securities.

     If (a) any mutilated Security is surrendered to the Company, the Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Company, the Registrar and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company, the Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a certificate number not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be redeemed by the Company pursuant to Article III or repurchased by the Company pursuant to Article IV or V, the Company in its discretion may, instead of issuing a new Security, pay, redeem or repurchase such Security, as the case may be to the Holder of record.

     Upon the issuance of any new Securities under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or the Registrar) connected therewith.

     Every new Security issued pursuant to this Section 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder.

     The provisions of this Section 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 2.8 Outstanding Securities; Determinations of Holders’ Action.

     Securities outstanding at any time are all the Securities authenticated by the Trustee, except for those cancelled by it, those paid, redeemed or repurchased pursuant to Section 2.7, those delivered to it for cancellation and those described in this Section 2.8 as not outstanding.

     A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, waiver, or other Act hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall

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be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other Act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination and are referred to herein as “Outstanding Securities.”

     If a Security is replaced pursuant to Section 2.7, the replaced Security ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide or protected purchaser unaware that such Security has been replaced.

     If the Paying Agent holds, in accordance with the terms of this Indenture, prior to 10:00 a.m., New York City time, on the Stated Maturity or a Redemption Date or on the Business Day immediately following a Repurchase Date or a Repurchase Event Repurchase Date, as the case may be, Cash or securities, if permitted hereunder, sufficient to pay Securities payable, then immediately after such Stated Maturity, Redemption Date, Repurchase Date or Repurchase Event Repurchase Date, as the case may be, such Securities shall cease to be outstanding and interest and Liquidated Damages Amount, if any, on such Securities shall cease to accrue.

     If a Security is converted in accordance with Article XII, then from and after the time of conversion on the date of conversion, such Security shall cease to be outstanding and interest and Liquidated Damages Amount, if any, on such Security shall cease to accrue.

Section 2.9 Temporary Securities.

     Pending the preparation of definitive Securities, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities.

     If temporary Securities are issued, the Company will cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency of the Company designated for such purpose pursuant to Section 2.3, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations. Until so exchanged the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities.

Section 2.10 Cancellation.

     All Securities surrendered for payment, repurchase by the Company pursuant to Articles IV or V, conversion, redemption or registration of transfer or exchange shall, if surrendered to any person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by

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it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of by the Trustee in accordance with the Trustee’s customary procedure.

Section 2.11 Persons Deemed Owners.

     Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment (whether in Cash, Common Stock or Applicable Stock) of principal of, Redemption Price, Repurchase Price or Repurchase Event Repurchase Price, and interest and Liquidated Damages Amount, if any, on, the Security, for the purpose of receiving Cash, Common Stock or Applicable Stock upon conversion and for all other purposes whatsoever, whether or not such Security is overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

Section 2.12 Additional Transfer and Exchange Requirements.

     (a) Transfer and Exchange of Global Securities.

     (i) Certificated Securities shall be issued in exchange for interests in the Global Securities only if (y) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Securities or if it at any time ceases to be a “clearing agency” registered under the Exchange Act, if so required by applicable law or regulation and a successor Depositary is not appointed by the Company within 90 days, or (z) an Event of Default has occurred and is continuing and the Depositary notifies the Trustee of its decision to exchange the Global Securities for Certificated Securities. In any such case, the Company shall execute, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver Certificated Securities in an aggregate principal amount equal to the principal amount of such Global Securities in exchange therefor. Only Restricted Certificated Securities shall be issued in exchange for beneficial interests in Restricted Global Securities, and only Unrestricted Certificated Securities shall be issued in exchange for beneficial interests in Unrestricted Global Securities. Certificated Securities issued in exchange for beneficial interests in Global Securities shall be registered in such names and shall be in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver or cause to be delivered such Certificated Securities to the Persons in whose name such Securities are so registered. Such exchange shall be effected in accordance with the Applicable Procedures.

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     (ii) Notwithstanding any other provisions of this Indenture other than the provisions set forth in Section 2.12(a)(i), a Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

     (b) Transfer and Exchange of Certificated Securities. In the event that Certificated Securities are issued in exchange for beneficial interests in Global Securities in accordance with Section 2.12(a)(i), and, on or after such event, Certificated Securities are presented by a Holder to the Registrar with a request:

     (x) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities only; or

     (y) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorized denominations,

such Registrar shall register the transfer or make the exchange as requested; provided, however, that the Certificated Securities presented or surrendered for register of transfer or exchange:

     (i) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with the proviso to the first paragraph of Section 2.6; and

     (ii) in the case of a Restricted Certificated Security, such request shall be accompanied by the following additional information and documents, as applicable:

     A. if such Restricted Certificated Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Restricted Certificated Security is being transferred to the Company or a Subsidiary of the Company, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate);

     B. if such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB in accordance with Rule 144A, or pursuant to an effective registration statement under the Securities Act or in compliance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate);

     C. if such Restricted Certificated Security is being issued to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act), a certificate to that effect from the Holder (in substantially the form set forth in the Transfer Certificate) and a signed

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letter containing certain representations and agreements relating to the restrictions on transfer of the Securities in the form obtained from the Trustee;

     D. if such Restricted Certificated Security is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 pursuant to and in compliance with an exemption from the registration requirements under the Securities Act, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate) and if the Company or the Registrar so requests, a customary Opinion of Counsel, certificates and other information reasonably acceptable to the Company and the Registrar to the effect that such transfer does not require registration under the Securities Act.

     (c) Transfer of a Beneficial Interest in a Restricted Global Security for a Beneficial Interest in an Unrestricted Global Security. Any person having a beneficial interest in a Restricted Global Security may upon request, subject to the Applicable Procedures, transfer such beneficial interest to a person who is required or permitted to take delivery thereof in the form of an Unrestricted Global Security. Upon receipt by the Trustee of written instructions, or such other form of instructions as is customary for the Depositary, from the Depositary or its nominee on behalf of any person having a beneficial interest in a Restricted Global Security and the following additional information and documents in such form as is customary for the Depositary from the Depositary or its nominee on behalf of the person having such beneficial interest in the Restricted Global Security (all of which may be submitted by facsimile or electronically):

     (i) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate); or

     (ii) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate) and, if the Company or the Trustee so requests, a customary Opinion of Counsel, certificates and other information reasonably acceptable to the Company and the Registrar to the effect that such transfer does not require registration under the Securities Act,

the Registrar shall reduce or cause to be reduced the aggregate principal amount of the Restricted Global Security by the appropriate principal amount and shall increase or cause to be increased the aggregate principal amount of the Unrestricted Global Security by a like principal amount. Such transfer shall otherwise be effected in accordance with the Applicable Procedures. If no Unrestricted Global Security is then outstanding, the Company shall execute and the Trustee shall, upon receipt of a Company Order (which

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the Company agrees to deliver promptly), authenticate and deliver an Unrestricted Global Security.

     (d) Transfer of a Beneficial Interest in an Unrestricted Global Security for a Beneficial Interest in a Restricted Global Security. Any person having a beneficial interest in an Unrestricted Global Security may upon request, subject to the Applicable Procedures, transfer such beneficial interest to a person who is required or permitted to take delivery thereof in the form of a Restricted Global Security. Upon receipt by the Trustee of written instructions, or such other form of instructions as is customary for the Depositary, from the Depository or its nominee on behalf of any person having a beneficial interest in an Unrestricted Global Security and the following additional information and documents in such form as is customary for the Depositary, from the Depositary or its nominee on behalf of the person having such beneficial interest in the Unrestricted Global Security (all of which may be submitted by facsimile or electronically):

     (i) a certification from the Holder (in substantially the form set forth in the Transfer Certificate) to the effect that such beneficial interest is being transferred to a person that the transferor reasonably believes is a QIB in accordance with Rule 144A; or

     (ii) a certification from the Holder (in substantially the form set forth in the Transfer Certificate) to the effect that such beneficial interest is being transferred in compliance with Rule 904 under the Act; or

     (iii) a certification from the Holder (in substantially the form set forth in the Transfer Certificate) to the effect that such beneficial interest is being transferred to an institutional “accredited investor” (as defined in Rule 501(a)(l), (2), (3) or (7) under the Securities Act) and a signed letter containing certain representations and agreements relating to the restrictions on transfer of the Securities in the form obtained from the Trustee.

The Registrar shall reduce or cause to be reduced the aggregate principal amount of the Unrestricted Global Security by the appropriate principal amount and shall increase or cause to be increased the aggregate principal amount of the Restricted Global Security by a like principal amount. Such transfer shall otherwise be effected in accordance with the Applicable Procedures. If no Restricted Global Security is then outstanding, the Company shall execute and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver a Restricted Global Security.

     (e) Transfers of Certificated Securities for Beneficial Interest in Global Securities. In the event that Certificated Securities are issued in exchange for beneficial interests in Global Securities and, thereafter, the events or conditions specified in Section 2.12(a)(i) which required such exchange shall cease to exist, the Company shall mail notice to the Trustee and to the Holders stating that Holders may exchange Certificated Securities or interests in Global Securities by complying with the procedures set forth in

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this Indenture and briefly describing such procedures and the events or circumstances requiring that such notice be given. Thereafter, if Certificated Securities are presented by a Holder to a Registrar with a request:

     (x) to register the transfer of such Certificated Securities to a person who will take delivery thereof in the form of a beneficial interest in a Global Security, which request shall specify whether such Global Security will be a Restricted Global Security or an Unrestricted Global Security, or

     (y) to exchange such Certificated Securities for an equal principal amount of beneficial interests in a Global Security, which beneficial interests will be owned by the Holder transferring such Certificated Securities (provided that in the case of such an exchange, Restricted Certificated Securities may be exchanged only for Restricted Global Securities and Unrestricted Certificated Securities may be exchanged only for Unrestricted Global Securities), the Registrar shall register the transfer or make the exchange as requested by canceling such Certificated Security and causing the aggregate principal amount of the applicable Global Security to be increased accordingly and, if no such Global Security is then outstanding, the Company shall issue and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly) authenticate and deliver a new Global Security;

provided, however, that the Certificated Securities presented or surrendered for registration of transfer or exchange:

     (i) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with the proviso to Section 2.6(a);

     (ii) in the case of a Restricted Certificated Security to be transferred for a beneficial interest in an Unrestricted Global Security, such request shall be accompanied by the following additional information and documents, as applicable:

     A. if such Restricted Certificated Security is being transferred pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); or

     B. if such Restricted Certificated Security is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate) and, if the Company or the Registrar so requests, a customary Opinion of Counsel, certificates and other information reasonably acceptable to the Company and the Trustee to the effect that such transfer does not require registration under of the Securities Act;

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     (iii) in the case of a Restricted Certificated Security to be transferred or exchanged for a beneficial interest in a Restricted Global Security, such request shall be accompanied by the following information and documents, as applicable:

     A. if such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB (which, in the case of an exchange, shall be such Holder) in accordance with Rule 144A, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); or

     B. if such Restricted Certificated Security is being transferred in compliance with Rule 904 under the Act, certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); or

     C. if such Restricted Certificated Security is being transferred to an institutional “accredited investor” (as defined in Rule 501(a)(l), (2), (3) or (7) under the Securities Act), certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate) and a signed letter containing certain representations and agreements relating to the restrictions on transfer of the Securities in the form obtained from the Trustee;

     (iv) in the case of an Unrestricted Certificated Security to be transferred or exchanged for a beneficial interest in an Unrestricted Global Security, such request need not be accompanied by any additional information or documents; and

     (v) in the case of an Unrestricted Certificated Security to be transferred or exchanged for a beneficial interest in a Restricted Global Security, such request shall be accompanied by the following additional information and documents, as applicable:

     A. if such Unrestricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB (which, in the case of an exchange, shall be such Holder) in accordance with Rule 144A, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); or

     B. if such Unrestricted Certificated Security is being transferred in compliance with Rule 904 under the Act, certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); or

     C. if such Unrestricted Certificated Security is being transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act), certification to that effect from such

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Holder (in substantially the form set forth in the Transfer Certificate) and a signed letter containing certain representations and agreements relating to the restrictions on transfer of the Securities in the form obtained from the Trustee;

     (f) Legends.

     (i) Except as permitted by the following paragraphs (ii), (iii) and (iv), each Global Security and Certificated Security (and all Securities issued in exchange therefor or upon registration of transfer or replacement thereof) shall bear a legend in substantially the form called for by footnote 2 to Exhibit A attached hereto (each a “Transfer Restricted Security”), for so long as it is required by this Indenture to bear such legend. Each Transfer Restricted Security shall have attached thereto a certificate (a “Transfer Certificate”) in substantially the form called for by footnote 5 to Exhibit A attached hereto.

     (ii) Upon any sale or transfer of a Transfer Restricted Security (x) after the expiration of the holding period applicable to sales of the Securities under Rule 144(k) of the Securities Act, (y) pursuant to Rule 144 or (z) pursuant to an effective registration statement under the Securities Act:

     A. in the case of any Restricted Certificated Security, any Registrar shall permit the Holder thereof to exchange such Restricted Certificated Security for an Unrestricted Certificated Security, or (under the circumstances described in Section 2.12(e)) to transfer such Restricted Certificated Security to a transferee who shall take such Security in the form of a beneficial interest in an Unrestricted Global Security, and in each case shall rescind any restriction on the transfer of such Security; provided, however, that the Holder of such Restricted Certificated Security shall, in connection with such exchange or transfer, comply with the other applicable provisions of this Section 2.12; and

     B. in the case of any beneficial interest in a Restricted Global Security, the Trustee shall permit the beneficial owner thereof to transfer such beneficial interest to a transferee who shall take such interest in the form of a beneficial interest in an Unrestricted Global Security and shall rescind any restriction on transfer of such beneficial interest; provided, however, that such Unrestricted Global Security shall continue to be subject to the provisions of Section 2.12(a)(ii); and provided, further, that the owner of such beneficial interest shall, in connection with such transfer, comply with the other applicable provisions of this Section 2.12.

     (iii) Upon the exchange, registration of transfer or replacement of Securities not bearing the legend described in paragraph (i) above, the Company shall execute, and the Trustee shall authenticate and deliver, Securities that do not bear such legend and that do not have a Transfer Certificate attached thereto.

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     (iv) After the expiration of the holding period pursuant to Rule 144(k) of the Securities Act, the Company may with the consent of the Holder of a Restricted Global Security or a Restricted Certificated Security, remove any restriction of transfer on such Security, and the Company shall execute, and the Trustee shall authenticate and deliver, Securities that do not bear such legend and that do not have a Transfer Certificate attached thereto.

     (v) Until the expiration of the holding period applicable to sales of the Securities under Rule 144(k) of the Securities Act or a transfer pursuant to Rule 144 or pursuant to an effective registration statement under the Securities Act, the shares of Common Stock issued upon conversion of the Securities shall bear the legend in substantially the form called for by Exhibit B attached hereto.

     (g) Transfers to the Company. Nothing contained in this Indenture or in the Securities shall prohibit the sale or other transfer of any Securities (including beneficial interests in Global Securities) to the Company or any of its Subsidiaries, which Securities shall thereupon be cancelled in accordance with Section 2.10.

Section 2.13 CUSIP Numbers.

     The Company may issue the Securities with one or more “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the CUSIP numbers.

Section 2.14 Ranking.

     The indebtedness of the Company arising under or in connection with this Indenture and every outstanding Security issued under this Indenture from time to time constitutes and will constitute a senior unsecured general obligation of the Company; and ranking equally with existing and future senior unsecured Indebtedness of the Company and ranking senior in right of payment to any future Indebtedness of the Company that is expressly made subordinate to the Securities by the terms of such Indebtedness.

     For purposes of this Section 2.14 only, “Indebtedness” means, without duplication, the principal or face amount of:

     (a) all obligations for borrowed money;

     (b) all obligations evidenced by bonds, debentures, notes or other similar instruments;

     (c) all obligations in respect of letters of credit or bankers acceptances or similar instruments (or reimbursement obligations with respect thereto);

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     (d) all obligations to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business;

     (e) all obligations as lessee which are capitalized in accordance with generally accepted accounting principles; and

     (f) all Indebtedness of others guaranteed by the Company or any of its Subsidiaries or for which the Company or any of its Subsidiaries is legally responsible or liable (whether by agreement to purchase indebtedness of, or to supply funds or to invest in, others).

ARTICLE III
REDEMPTION

Section 3.1 The Company’s Right to Redeem; Notice to Trustee.

     Prior to May 15, 2009, the Securities will not be redeemable at the Company’s option. Beginning on May 15, 2009, the Company, at its option, may redeem the Securities in accordance with this Article III for Cash at any time as a whole, or from time to time in part, at a redemption price equal to 100% of the principal amount of Securities to be redeemed plus any accrued and unpaid interest and Liquidated Damages Amount, if any, on those Securities to, but not including, the Redemption Date (the “Redemption Price”).

     In the event that the Company elects to redeem the Securities on a date that is on or after any Regular Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay any accrued and unpaid interest and Liquidated Damages Amount, if any, to the same Holder to whom the Company pays the principal of such Security regardless of whether such Holder was the registered Holder on the Regular Record Date immediately preceding such Redemption Date and, if the Holder to whom the Company pays the principal, interest and Liquidation Damages Amount, if any, was not the registered Holder on the Regular Record Date, such payment shall be in lieu of payment to the registered Holder on such Regular Record Date.

     If the Company elects to redeem Securities, it shall notify the Trustee in writing of the Redemption Date, the principal amount of Securities to be redeemed and the Redemption Price. The Company shall give this notice to the Trustee by a Company Order at least 35 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee).

Section 3.2 Selection of Securities to Be Redeemed.

     If fewer than all of the outstanding Securities are to be redeemed, unless the procedures of the Depositary provide otherwise, the Trustee shall select the Securities to be redeemed by lot, on a pro rata basis or by any other method the Trustee considers fair and appropriate in its sole discretion. The Trustee shall make the selection within five Business Days after it receives the notice provided for in Section 3.1 from Outstanding Securities not previously called for redemption.

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     Securities and portions of Securities that the Trustee selects shall be in principal amounts of $1,000 or a multiple of $1,000. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of the Securities to be redeemed.

     Securities and portions of Securities that are to be redeemed are convertible by the Holder until 5:00 p.m., New York City time, on the Business Day immediately preceding the Redemption Date even if the Securities are not otherwise convertible at that time. If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted during a selection of Securities to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection.

Section 3.3 Notice of Redemption.

     At least 30 days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first-class mail, postage prepaid, to each Holder of Securities to be redeemed.

     The notice of redemption shall identify the Securities to be redeemed and shall state:

     (a) the Redemption Date;

     (b) the Redemption Price;

     (c) the Conversion Rate;

     (d) the name and address of the Paying Agent and Conversion Agent;

     (e) that Securities called for redemption may be converted at any time prior to 5:00 p.m., New York City time, on the Business Day preceding the Redemption Date;

     (f) that Holders who want to convert their Securities must satisfy the requirements set forth in Article XII;

     (g) that Securities called for redemption must be surrendered to the Paying Agent to collect the Redemption Price;

     (h) in the case of any Security redeemed in part, that the Holder of such Security will receive a new Security or Securities, of authorized denominations for the principal amount thereof remaining unredeemed;

     (i) if fewer than all of the outstanding Securities are to be redeemed, the certificate numbers, if any, and principal amounts of the particular Securities to be redeemed;

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     (j) that, unless the Company defaults in making payment of such Redemption Price, interest and Liquidated Damages Amount, if any, on Securities called for redemption will cease to accrue on and after the Redemption Date;

     (k) the CUSIP number(s) of the Securities to be redeemed; and

     (l) any other information the Company determines to include at the discretion of the Company.

     At the Company’s written request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of redemption must be given to Holders in accordance with this Section 3.3; provided, further, that the text of the notice of redemption shall be prepared by the Company.

Section 3.4 Effect of Notice of Redemption.

     Once notice of redemption is given, Securities called for redemption become due and payable on the Redemption Date and at the Redemption Price, except for Securities which are converted in accordance with the terms of this Indenture. Upon surrender to the Paying Agent, such Securities shall be paid at the Redemption Price.

Section 3.5 Deposit of Redemption Price.

     Prior to 10:00 a.m., New York City time, on the applicable Redemption Date, the Company shall deposit with the Paying Agent (or if the Company or a Subsidiary or an Affiliate of any of them is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.4) an amount of Cash (in immediately available funds if deposited on the Redemption Date) sufficient to pay the aggregate Redemption Price of all Securities or portions thereof which are to be redeemed as of such Redemption Date other than Securities or portions of Securities called for redemption which on or prior thereto have been delivered by the Company to the Trustee for cancellation or have been converted.

     If the Paying Agent holds, in accordance with the terms hereof, at 10:00 a.m., New York City time, on the applicable Redemption Date, Cash sufficient to pay the Redemption Price of any Securities for which notice of redemption is given, then, on such Redemption Date, such Securities will cease to be outstanding and interest and Liquidated Damages Amount, if any, on such Securities will cease to accrue, whether or not such Securities are delivered to the Paying Agent, and the rights of the Holders in respect thereof shall terminate (other than the right to receive the Redemption Price upon delivery of such Securities).

Section 3.6 Securities Redeemed in Part.

     Any Certificated Security which is to be redeemed only in part shall be surrendered at the office of the Paying Agent and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without charge, a new Security or Securities, of any

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authorized denomination as requested by such Holder in aggregate principal amount equal to the unredeemed portion of the Security surrendered.

Section 3.7 Repayment to the Company.

     To the extent that the aggregate amount of Cash deposited by the Company pursuant to Section 3.5 exceeds the aggregate Redemption Price of the Securities or portions thereof which the Company is redeeming as of the Redemption Date, then, promptly after the Redemption Date, the Paying Agent shall return any such excess to the Company.

ARTICLE IV
REPURCHASE OF SECURITIES AT THE OPTION OF HOLDERS
ON SPECIFIC DATES

Section 4.1 Optional Put.

     (a) Securities shall be repurchased by the Company, at the option of the Holder thereof, on May 15, 2009, May 15, 2014 and May 15, 2019 (each, a “Repurchase Date”), at a repurchase price equal to 100% of the principal amount of those Securities plus accrued and unpaid interest and Liquidated Damages Amount, if any, to, but not including, such Repurchase Date (the “Repurchase Price”), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 4.1(c).

     (b) No later than 20 Business Days prior to each Repurchase Date, the Company shall mail a written notice of the repurchase right by first class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of Repurchase Notice to be completed by the Holder and shall briefly state, as applicable:

     (i) the date by which the Repurchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the repurchase right;

     (ii) the Repurchase Date;

     (iii) the Repurchase Price;

     (iv) the name and address of the Paying Agent and the Conversion Agent;

     (v) the Conversion Rate and any adjustments thereto;

     (vi) that the Securities as to which a Repurchase Notice has been given may be converted if they are otherwise convertible pursuant to Article XII only if the Repurchase Notice has been withdrawn in accordance with the terms of this Indenture;

     (vii) that the Securities must be surrendered to the Paying Agent to collect payment;

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     (viii) that the Repurchase Price for any Security as to which a Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Repurchase Date and the time of surrender of such Security;

     (ix) the procedures the Holder must follow to exercise its put right under this Section 4.1;

     (x) the conversion rights, if any, of the Securities;

     (xi) the procedures for withdrawing a Repurchase Notice;

     (xii) that, unless the Company defaults in making payment of such Repurchase Price, interest and Liquidated Damages Amount, if any, on Securities surrendered for repurchase by the Company will cease to accrue on and after the Repurchase Date; and

     (xiii) the CUSIP number(s) of the Securities.

     At the Company’s written request, the Trustee shall give the notice of the repurchase right in the Company’s name and at the Company’s expense; provided, however, that the Company makes such request at least three Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such notice of repurchase right must be given to the Holder in accordance with this Section 4.1(b); provided, further, that the text of the notice of repurchase right shall be prepared by the Company.

     (c) A Holder may exercise its right specified in Section 4.1(a) upon delivery of a written notice of repurchase (a “Repurchase Notice”), substantially in the form of Exhibit C hereto, to the Paying Agent at any time during the period beginning at 9:00 a.m., New York City time, on the date that is 20 Business Days immediately preceding the relevant Repurchase Date until 5:00 p.m., New York City time, on the Business Day immediately preceding such Repurchase Date, stating:

     (i) the certificate number of the Security which the Holder will deliver to be repurchased if Certificated Securities have been issued;

     (ii) the portion of the principal amount of the Security which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or a multiple of $1,000; and

     (iii) that such Security shall be repurchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in the Securities and in this Indenture.

     The delivery of such Security to the Paying Agent with, or at any time after delivery of, the Repurchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the

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Repurchase Price therefor; provided, however, that such Repurchase Price shall be so paid pursuant to this Section 4.1 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Repurchase Notice.

     The Company shall repurchase from the Holder thereof, pursuant to this Section 4.1, a portion of a Security, so long as the principal amount of such portion is $1,000 or a multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of such portion of such Security.

     Any repurchase by the Company contemplated pursuant to the provisions of this Section 4.1 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Repurchase Date and the time of delivery of the Security.

     Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 4.1(c) shall have the right to withdraw such Repurchase Notice at any applicable time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 4.3.

     The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof.

Section 4.2 Manner of Payment of Repurchase Price.

     The Repurchase Price will be paid in Cash.

Section 4.3 Effect of Repurchase Notice.

     Upon receipt by the Paying Agent of the Repurchase Notice specified in Section 4.1(c), the Holder of the Security in respect of which such Repurchase Notice was given shall (unless such Repurchase Notice is withdrawn as specified in the following paragraph) thereafter be entitled to receive solely the Repurchase Price with respect to such Security. Securities in respect of which a Repurchase Notice has been given by the Holder thereof may not be converted pursuant to Article XII on or after the date of the delivery of such Repurchase Notice unless such Repurchase Notice has first been validly withdrawn as specified in the following paragraph.

     A Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Repurchase Notice at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Repurchase Date, specifying:

     (a) the certificate number, if any, of the Security in respect of which such notice of withdrawal is being submitted;

     (b) the principal amount of the Security with respect to which such notice of withdrawal is being submitted; and

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     (c) the principal amount, if any, of such Security which remains subject to the original Repurchase Notice and which has been or will be delivered for repurchase by the Company.

Section 4.4 Deposit of Repurchase Price.

     Prior to 10:00 a.m., New York City time, on the applicable Repurchase Date, the Company shall deposit with the Paying Agent (or if the Company or a Subsidiary or an Affiliate of any of them is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.4) an amount of Cash (in immediately available funds if deposited on such Business Day) sufficient to pay the aggregate Repurchase Price of all the Securities or portions thereof which are to be repurchased on such Repurchase Date.

     If the Paying Agent holds, in accordance with the terms hereof, at 10:00 a.m., New York City time, on the applicable Repurchase Date, Cash sufficient to pay the Repurchase Price of any Securities for which a Repurchase Notice has been tendered and not withdrawn pursuant to Section 4.3, then, immediately after such Repurchase Date, such Securities will cease to be outstanding and interest and Liquidated Damages Amount, if any, on such Securities will cease to accrue, whether or not such Securities are delivered to the Paying Agent, and the rights of the Holders in respect thereof shall terminate (other than the right to receive the Repurchase Price upon delivery of such Securities).

Section 4.5 Securities Repurchased in Part.

     Any Certificated Security which is to be repurchased only in part shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without charge, a new Security or Securities, of any authorized denomination as requested by such Holder in aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Security so surrendered which is not repurchased.

Section 4.6 Covenant to Comply With Securities Laws Upon Repurchase of Securities.

     When complying with the provisions of Section 4.1 hereof (provided that such offer or purchase constitutes an “issuer tender offer” for purposes of Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act at the time of such offer or purchase), and subject to any exemptions available under applicable law, the Company shall:

     (a) comply with Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange Act;

     (b) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act; and

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     (c) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article IV to be exercised in the time and in the manner specified therein.

     To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Article IV, the Company’s compliance with such laws and regulations shall not in and of itself cause a breach of its obligations under this Article IV.

Section 4.7 Repayment to the Company.

     To the extent that the aggregate amount of Cash deposited by the Company pursuant to Section 4.4 exceeds the aggregate Repurchase Price of the Securities or portions thereof which the Company is obligated to repurchase on the Repurchase Date, then, promptly after the Repurchase Date, the Paying Agent shall return any such excess to the Company.

ARTICLE V
REPURCHASE AT THE OPTION OF HOLDERS UPON A REPURCHASE EVENT

Section 5.1 Repurchase Event Put.

     (a) General. If a Repurchase Event occurs, any Securities not previously repurchased, redeemed or converted by the Company shall be repurchased by the Company at the option of the Holder thereof at a repurchase price equal to 100% of the principal amount of the Securities to be repurchased, plus accrued and unpaid interest and Liquidated Damages Amount, if any, on those notes to, but not including, the Repurchase Event Repurchase Date (the “Repurchase Event Repurchase Price”), subject to satisfaction by or on behalf of any Holder of the requirements set forth in Section 5.1(c). The repurchase event repurchase date must be within 30 days after the date of the mailing of the Repurchase Event Company Notice under Section 5.1 (b) (the “Repurchase Event Repurchase Date”).

     A “Repurchase Event” shall be deemed to have occurred upon the occurrence of either a “change in control” or a “termination of trading” where:

     (i) a “change in control” will be deemed to have occurred at such time as:

     A. any person or group after the first issuance of Securities becomes the beneficial owner (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, reclassification, recapitalization or any other method) of the Company’s voting stock representing 50% or more of the total voting power of all of the Company’s outstanding classes of voting stock or has the power, directly or indirectly, to elect a majority of the members of the board of directors of the Company;

     B. the Company consolidates with or merges with or into another person, the Company sells, assigns, conveys, transfers, leases or otherwise

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     disposes of all or substantially all of its assets or any person consolidates with or merges with or into the Company; or

     C. the Company liquidates or dissolves.

provided, however, a “change of control” will not be deemed to have occurred for purposes of Section 5.1(a)(i)A or B above if:

     1. the persons that beneficially own the Company’s voting stock immediately prior to a transaction beneficially own shares with a majority of the total voting power of all outstanding voting stock of the surviving or transferee person; or

     2. at least 95% of the total consideration to be paid or exchanged in connection with such transaction consists of common stock of the acquiror or successor entity which is listed (or, upon consummation of or immediately following such transaction or event, which will be listed) on a United States national securities exchange or approved for quotation on the Nasdaq’s National Market or any similar United States system of automated dissemination of quotations of securities prices.

     (ii) a “termination of trading” shall occur if the Company’s Common Stock or Applicable Stock is neither listed for trading on a United States national or regional securities exchange nor approved for trading on the NASDAQ National Market, NASDAQ SmallCap Market or any other established United States system of automated dissemination of quotations of securities prices.

For purposes of this section, the terms “person” or “group” shall have the meanings used for purposes of Sections 13(d) and 14(d) of the Exchange Act.

For purposes of this section, the terms “beneficial owner,” “beneficially owned” and similar terms shall have the meanings set forth in Rule 13d-3 under the Exchange Act.

For purposes of this section, the term “voting stock” shall mean the Company’s Capital Stock entitled to vote generally in the election of directors.

     (b) Notice of Repurchase Event. No later than 20 days after the occurrence of a Repurchase Event, the Company shall mail a written notice of Repurchase Event (the “Repurchase Event Company Notice”) by first class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of Repurchase Event Repurchase Notice to be completed by the Holder and shall briefly state, as applicable:

     (i) the events causing a Repurchase Event and the date of such Repurchase Event;

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     (ii) that the Holder has a right to require the Company to repurchase the Holder’s Securities;

     (iii) the date by which the Repurchase Event Repurchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the Repurchase Event repurchase right;

     (iv) the Repurchase Event Repurchase Date;

     (v) the Repurchase Event Repurchase Price;

     (vi) the name and address of the Paying Agent and the Conversion Agent;

     (vii) the Conversion Rate applicable on the Repurchase Event Company Notice Date and any adjustments to the Conversion Rate that may result from the Repurchase Event;

     (viii) that the Securities as to which a Repurchase Event Repurchase Notice has been given may be converted if they are otherwise convertible pursuant to Article XII only if the Repurchase Event Repurchase Notice has been withdrawn in accordance with the terms of this Indenture;

     (ix) that the Securities must be surrendered to the Paying Agent to collect payment;

     (x) that the Repurchase Event Repurchase Price for any Security as to which a Repurchase Event Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Fundamental Repurchase Date and the time of surrender of such Security;

     (xi) the procedures the Holder must follow to exercise its Repurchase Event repurchase right under this Section 5.1;

     (xii) the conversion rights, if any, of the Securities;

     (xiii) the procedures for withdrawing a Repurchase Event Repurchase Notice;

     (xiv) that, unless the Company defaults in making payment of such Repurchase Event Repurchase Price, interest and Liquidated Damages Amount, if any, on Securities surrendered for repurchase by the Company will cease to accrue on and after the Repurchase Event Repurchase Date; and

     (xv) the CUSIP number(s) of the Securities.

     At the Company’s written request, the Trustee shall give the Repurchase Event Company Notice in the Company’s name and at the Company’s expense; provided,

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however, the Company makes such request at least three Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such Repurchase Event Company Notice must be given to the Holders in accordance with this Section 5.1(b); provided, further, that the text of the Repurchase Event Company Notice shall be prepared by the Company.

     (c) Repurchase Event Repurchase Notice. A Holder may exercise its right specified in Section 5.1(a) upon delivery of a written notice of repurchase (a “Repurchase Event Repurchase Notice”), substantially in the form of Exhibit D hereto, to the Paying Agent at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Repurchase Event Repurchase Date, stating:

     (i) the certificate number of the Security which the Holder will deliver to be repurchased if Certificated Securities have been issued;

     (ii) the portion of the principal amount of the Security which the Holder will deliver to be repurchased, which portion must be $1,000 or a multiple of $1,000;

     (iii) that such Security shall be repurchased on the Repurchase Event Repurchase Date pursuant to the terms and conditions specified in the Securities and in this Indenture; and

     The delivery of such Security to the Paying Agent with, or at any time after delivery of, the Repurchase Event Repurchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Repurchase Event Repurchase Price therefor; provided, however, that such Repurchase Event Repurchase Price shall be so paid pursuant to this Section 5.1 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Repurchase Event Repurchase Notice.

     The Company shall repurchase from the Holder thereof, pursuant to this Section 5.1, a portion of a Security, so long as the principal amount of such portion is $1,000 or a multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of such portion of such Security.

     Any repurchase by the Company contemplated pursuant to the provisions of this Section 5.1 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Repurchase Event Repurchase Date and the time of delivery of the Security.

     Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Event Repurchase Notice contemplated by this Section 5.1(c) shall have the right to withdraw such Repurchase Event Repurchase Notice at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Repurchase Event Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 5.3.

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     The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Event Repurchase Notice or written notice of withdrawal thereof.

Section 5.2 Manner of Payment of Repurchase Event Repurchase Price.

     The Securities to be repurchased with respect to any Repurchase Event Repurchase Date pursuant to 5.1(a) will be paid in Cash.

Section 5.3 Effect of Repurchase Event Repurchase Notice.

     Upon receipt by the Paying Agent of the Repurchase Event Repurchase Notice specified in Section 5.1(c), the Holder of the Security in respect of which such Repurchase Event Repurchase Notice was given shall (unless such Repurchase Event Repurchase Notice is withdrawn as specified in the following paragraph) thereafter be entitled to receive solely the Repurchase Event Repurchase Price with respect to such Security. Securities in respect of which a Repurchase Event Repurchase Notice has been given by the Holder thereof may not be converted pursuant to Article XII on or after the date of the delivery of such Repurchase Event Repurchase Notice unless such Repurchase Event Repurchase Notice has first been validly withdrawn as specified in the following paragraph.

     A Repurchase Event Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Repurchase Event Repurchase Notice at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Repurchase Event Repurchase Date, specifying:

     (a) the principal amount of the Security with respect to which such notice of withdrawal is being submitted;

     (b) the certificate number, if any, of the Security in respect of which such notice of withdrawal is being submitted; and

     (c) the principal amount, if any, of such Security which remains subject to the original Repurchase Event Repurchase Notice and which has been or will be delivered for repurchase by the Company.

Section 5.4 Deposit of Repurchase Event Repurchase Price.

     Prior to 10:00 a.m., New York City time, on the applicable Repurchase Event Repurchase Date, the Company shall deposit with the Paying Agent (or if the Company or a Subsidiary or an Affiliate of any of them is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.4) an amount of Cash (in immediately available funds if deposited on such Business Day), sufficient to pay the aggregate Repurchase Event Repurchase Price of all the Securities or portions thereof which are to be repurchased on such Repurchase Event Repurchase Date.

     If the Paying Agent holds, in accordance with the terms hereof, at 10:00 a.m., New York City time, on the applicable Repurchase Event Repurchase Date, Cash sufficient to pay the Repurchase Event Repurchase Price of any Securities for which a Repurchase Event Repurchase

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Notice has been tendered and not withdrawn pursuant to Section 5.3, then, immediately after such Repurchase Event Repurchase Date, such Securities will cease to be outstanding and interest and Liquidated Damages Amount, if any, on such Securities will cease to accrue, whether or not such Securities are delivered to the Paying Agent, and the rights of the Holders in respect thereof shall terminate (other than the right to receive the Repurchase Event Repurchase Price upon delivery of such Securities).

Section 5.5 Securities Repurchased in Part.

     Any Certificated Security which is to be repurchased only in part shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without charge, a new Security or Securities, of any authorized denomination as requested by such Holder in aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Security so surrendered which is not repurchased.

Section 5.6 Covenant to Comply With Securities Laws Upon Repurchase of Securities.

     When complying with the provisions of Section 5.1 hereof (provided that such offer or purchase constitutes an “issuer tender offer” for purposes of Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act at the time of such offer or purchase), and subject to any exemptions available under applicable law, the Company shall:

     (a) comply with Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange Act;

     (b) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act; and

     (c) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article V to be exercised in the time and in the manner specified therein.

     To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Article V, the Company’s compliance with such laws and regulations shall not in and of itself cause a breach of its obligations under this Article V.

Section 5.7 Repayment to the Company.

     To the extent that the aggregate amount of Cash deposited by the Company pursuant to Section 5.4 exceeds the aggregate Repurchase Event Repurchase Price of the Securities or portions thereof which the Company is obligated to repurchase as of the Repurchase Event Repurchase Date then, promptly after the Repurchase Event Repurchase Date, the Paying Agent shall return any such excess to the Company.

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ARTICLE VI
COVENANTS

Section 6.1 Payment of Securities.

     The Company shall promptly make all payments in respect of the Securities on the dates and in the manner provided in the Securities or pursuant to this Indenture. Principal amount, Redemption Price, Repurchase Price and Repurchase Event Repurchase Price and accrued and unpaid interest and Liquidated Damages Amount, if any, shall be considered paid on the applicable date due if by 10:00 a.m., New York City time, on such date the Paying Agent holds, in accordance with this Indenture, Cash or securities, if permitted hereunder, sufficient to pay all such amounts then due. The Company shall, to the fullest extent permitted by law, pay interest on overdue principal and overdue installments of interest and Liquidated Damages Amount, if any, at the rate borne by the Securities per annum. Except as otherwise specified, all references in this Indenture or the Securities to interest shall be deemed to include, without duplication, Liquidated Damages Amount, if any, payable pursuant to the Registration Rights Agreement.

     Payment of the principal of and interest and Liquidated Damages Amount, if any, on the Securities shall be in Cash.

     Except as provided in the immediately succeeding paragraph, the Company shall pay interest and Liquidated Damages Amount, if any, on the Securities to the Person in whose name the Securities are registered at the close of business on the Regular Record Date next preceding the corresponding Interest Payment Date. Any such interest and Liquidated Damages Amount, if any, not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may be paid (a) to the Person in whose name the Securities are registered at the close of business on a Special Record Date for the payment of such defaulted interest and Liquidated Damages Amount, if any, to be fixed by the Trustee, notice whereof will be given to the Holders not less than 10 days prior to such Special Record Date or (b) at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange.

     If a Security is redeemed pursuant to Article III hereof or the Holder elects to require the Company to repurchase such Security pursuant to either Article IV or Article V hereof on a date that is after the Regular Record Date and prior to the corresponding Interest Payment Date, interest and Liquidated Damages Amount, if any, accrued and unpaid on such Security to, but not including, the applicable Redemption Date, Repurchase Date or Repurchase Event Repurchase Date will be paid to the same Holder to whom the Company pays the principal of such Security regardless of whether such Holder was the registered Holder on the Regular Record Date immediately preceding the applicable Redemption Date, Repurchase Date or Repurchase Event Repurchase Date.

     Holders must surrender the Securities to the Paying Agent to collect payment of principal. Payment of interest and Liquidated Damages Amount, if any, on Certificated Securities will be made by (i) check mailed to the address of the Person entitled thereto as such address appears in the Register if such Securities have an aggregate principal amount of $5 million or less or (ii) wire transfer of immediately available funds to an account designated by

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such Person if such Securities have an aggregate principal amount in excess of $5 million. Notwithstanding the foregoing, so long as the Securities are registered in the name of a Depositary or its nominee, all payments with respect to the Securities shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee.

Section 6.2 SEC and Other Reports to the Trustee.

     The Company shall ensure delivery to the Trustee within 15 days after it files such annual and quarterly reports, information, documents and other reports with the SEC, copies of its annual report and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act in accordance with TIA Section 314(a); provided, however, that delivery may be effected in accordance with the provisions of Rule 19a-1 under the TIA if and during any time the Company is eligible thereunder; and further provided, however, that the Company shall not be required to deliver to the Trustee any material for which the Company has sought and received confidential treatment by the SEC. In the event the Company is at any time no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, it shall continue to provide the Trustee with annual and quarterly reports containing substantially the same information as would have been required to be filed with the SEC had the Company continued to have been subject to such reporting requirements. In such event, such reports shall be provided at the times the Company would have been required to provide reports had it continued to have been subject to such reporting requirements. The Company also shall comply with the other provisions of TIA Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Section 6.3 Compliance Certificate.

     The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company (beginning with the fiscal year ending December 31, 2004) an Officers’ Certificate, stating whether or not to the knowledge of the signers thereof, the Company is in Default in the performance and observance of any of the terms, provisions and conditions of this Indenture and if the Company shall be in Default, specifying all such Defaults and the nature and status thereof of which they may have knowledge.

Section 6.4 Further Instruments and Acts.

     Upon reasonable request of the Trustee, or as otherwise necessary, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.

Section 6.5 Maintenance of Office or Agency of the Trustee, Registrar, Paying Agent and Conversion Agent.

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     The Company will maintain in the Borough of Manhattan, The City of New York, an office or agency of the Trustee, Registrar, Paying Agent and Conversion Agent where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer, exchange, redemption, repurchase or conversion and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Corporate Trust Office of the Trustee shall initially be such office or agency for all of the aforesaid purposes. The Company shall give prompt written notice to the Trustee of the location, and of any change in the location, of any such office or agency (other than a change in the location of the office of the Trustee). If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 13.2.

     The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, for such purposes.

Section 6.6 Delivery of Information Required Under Rule 144A.

     At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the request of a Holder or any beneficial owner of Securities or holder or beneficial owner of shares of Common Stock issued upon conversion thereof, the Company will make available the information required pursuant to Rule 144A(d)(4) under the Securities Act to such Holder or any beneficial owner of Securities or holder or beneficial owner of shares of Common Stock issued upon conversion thereof, or to a prospective purchaser of any such security designated by any such holder, as the case may be, to the extent required to permit compliance by such Holder or holder with Rule 144A under the Securities Act in connection with the resale of any such security; provided, however, that the Company shall not be required to furnish such information in connection with any request made on or after the date which is two years from the later of the date such security was last acquired from the Company or an “affiliate” (as defined under Rule 144 under the Securities Act) of the Company. Whether a person is a beneficial owner shall be determined by the Company to the Company’s reasonable satisfaction.

Section 6.7 Waiver of Stay, Extension or Usury Laws.

     The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury or other law wherever enacted, now or at any time hereafter in force, which would prohibit or forgive the Company from paying all or any portion of the principal amount, Redemption Price, Repurchase Price or Repurchase Event Repurchase Price in respect of Securities, or any interest and Liquidated Damages Amount, if any, on such amounts, as contemplated herein, or which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede

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the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 6.8 Statement by Officers as to Default.

     The Company shall deliver to the Trustee, as soon as practicable and in any event within five Business Days after the Company becomes aware of the occurrence of any Default or Event of Default or, an Officers’ Certificate setting forth the details of such Default or Event of Default and the action which the Company proposes to take with respect thereto.

ARTICLE VII
SUCCESSOR CORPORATION

Section 7.1 When Company May Merge or Transfer Assets.

     The Company shall not consolidate with, merge with or into, or sell, assign, convey, transfer or lease its properties and assets substantially in their entirety (computed with respect to the Company and its Subsidiaries on a consolidated basis) to any Person, unless:

     (a) either (i) the Company is the surviving entity or (ii) the successor or transferee (the “successor corporation”) is a corporation organized and existing under the laws of the United States, any State thereof, or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, all of the obligations of the Company under the Securities and the Indenture;

     (b) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or the passage of time, or both, would become an Event of Default under this Indenture shall exist; and

     (c) the Company shall have delivered to the Trustee an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer, sale, lease or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article VII and that all conditions precedent herein provided for relating to such transaction have been satisfied.

Section 7.2 Successor Corporation Substituted

     Upon any consolidation with or merger into any corporation, or any conveyance, transfer or lease of the properties and assets of the Company substantially in their entirety in accordance with Section 7.1, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein, and in the case of a conveyance, transfer, or lease of the properties and assets of the Company substantially in their entirety, the Company shall be irrevocably released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture.

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ARTICLE VIII
DEFAULTS AND REMEDIES

Section 8.1 Events of Default.

     So long as any Securities are outstanding, each of the following shall be an “Event of Default”:

     (a) the Company defaults in the payment of any of the principal amount of the Securities, when the same become due and payable;

     (b) the Company defaults in the payment of any accrued and unpaid interest and Liquidated Damages Amount, if any, in each case, when due and payable, and continuance of such default for a period of 30 days;

     (c) following the exercise by the Holder of the right to convert a Security pursuant to and in accordance with Article XII, the Company fails to deliver the Cash, Common Stock, or any combination thereof, as applicable, upon conversion pursuant to Section 12.2(d);

     (d) the Company fails to provide the Repurchase Event Company Notice as required by this Indenture.

     (e) the Company fails to comply with any of its agreements or covenants in the Securities or this Indenture (other than those referred to in clause (a) through (d) above) and such failure continues for 60 days after receipt by the Company of a Notice of Default (defined below);

     (f) the Company fails or any Significant Subsidiary fails to make any payment at maturity on any Indebtedness, including any applicable grace periods, in an amount in excess of $75,000,000 in the aggregate for all such Indebtedness and such amount has not been paid or discharged within 30 days after receipt by the Company of a Notice of Default;

     (g) a default by the Company or any Significant Subsidiary that results in the acceleration of maturity of any Indebtedness of the Company or any Significant Subsidiary (other than Non-Recourse Indebtedness), at any one time, in an amount in excess of $75,000,000 unless the acceleration is rescinded, stayed or annulled within 30 days after receipt by the Company of a Notice of Default;

     (h) the Company or any Significant Subsidiary, pursuant to or under or within the meaning of any Bankruptcy Law:

     (i) commences a voluntary case or proceeding;

     (ii) consents to the entry of any order for relief against it in an involuntary case or proceeding or the commencement of any case against it;

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     (iii) consents to the appointment of a Custodian of it or for any substantial part of its property;

     (iv) makes a general assignment for the benefit of its creditors;

     (v) files a petition in bankruptcy or answer or consent seeking reorganization or relief; or

     (vi) consents to the filing of such petition or the appointment of or taking possession by a Custodian; or

     (i) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

     (i) is for relief against the Company or any Significant Subsidiary, in an involuntary case or proceeding;

     (ii) appoints a Custodian of the Company or any Significant Subsidiary, or for any substantial part of its property; or

     (iii) orders the winding up or liquidation of the Company or any Significant Subsidiary,

and the order of decree remains unstayed and in effect for 60 days.

     A Default under clause (e), (f) or (g) above is not an Event of Default until the Trustee notifies the Company, or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities notify the Company and the Trustee in writing, of the Default and the Company does not cure such Default (and such Default is not waived) within the time specified in clause (e), (f) or (g) above after actual receipt of such notice. Any such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.”

Section 8.2 Acceleration.

     If an Event of Default (other than an Event of Default specified in Section 8.1(h) or (i)) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities by written notice to the Company and the Trustee, may declare the principal amount plus accrued and unpaid interest and Liquidated Damages Amount, if any, on all the Securities to be immediately due and payable. Upon such a declaration, such accelerated amount shall be due and payable immediately.

     If an Event of Default specified in Section 8.1(h) or (i) occurs and is continuing, the principal amount plus accrued and unpaid interest and Liquidated Damages Amount, if any, on all the Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Securityholders.

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     The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree for payment of money under this Indenture or the Debentures and if all existing Events of Default have been cured or waived except nonpayment of the principal amount plus accrued and unpaid interest and Liquidated Damages Amount, if any, that have become due solely as a result of acceleration and if all amounts due to the Trustee under Section 9.7 have been paid. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Section 8.3 Other Remedies.

     If an Event of Default occurs and is continuing, the Trustee may, but shall not be obligated to, pursue any available remedy to collect the payment of the principal amount plus accrued and unpaid interest and Liquidated Damages Amount, if any, on the Securities or to enforce the performance of any provision of the Securities or this Indenture.

     The Trustee may maintain a proceeding even if the Trustee does not possess any of the Securities or does not produce any of the Securities in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of, or acquiescence in, the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.

Section 8.4 Waiver of Past Defaults.

     Subject to Sections 8.7 and 11.2, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, by notice to the Trustee (and without notice to any other Securityholder), may waive an existing Default (or Event of Default) and its consequences except:

     (a) an Event of Default in the payment of the principal of, or any interest or Liquidated Damages Amount, if any, with respect to, any Security or the payment of any applicable Repurchase Price, Repurchase Event Repurchase Price or Redemption Price; or

     (b) a Default in respect of any provision of this Indenture or the Securities, which, under Section 11.2, cannot be amended or modified without the consent of each Securityholder affected thereby.

     When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right. This Section 8.4 shall be in lieu of Section 316(a)1(B) of the TIA and such Section 316(a)1(B) is hereby expressly excluded from this Indenture, as permitted by the TIA.

Section 8.5 Control by Majority.

     The Holders of a majority in aggregate principal amount of the Outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to

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the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines in good faith is prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability unless the Trustee is offered indemnity or security satisfactory to it. This Section 8.5 shall be in lieu of Section 316(a)1(A) of the TIA and such Section 316(a)1(A) is hereby expressly excluded from this Indenture, as permitted by the TIA.

Section 8.6 Limitation on Suits.

     A Securityholder may not pursue any remedy with respect to this Indenture or the Securities unless:

     (a) the Holder gives to the Trustee written notice stating that an Event of Default is continuing;

     (b) the Holders of at least 25% in aggregate principal amount of the Outstanding Securities make a written request to the Trustee to pursue the remedy;

     (c) such Holder or Holders offer to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense;

     (d) the Trustee does not comply with the request within 60 days after receipt of such notice, request and offer of security or indemnity; and

     (e) the Holders of a majority in aggregate principal amount of the Outstanding Securities do not give the Trustee a direction inconsistent with the request during such 60-day period.

     A Securityholder may not use this Indenture to prejudice the rights of any other Securityholder or to obtain a preference or priority over any other Securityholder.

Section 8.7 Rights of Holders to Receive Payment or to Convert.

     Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of the principal amount, Redemption Price, Repurchase Price, Repurchase Event Repurchase Price or interest and Liquidated Damages Amount, if any, in respect of the Securities held by such Holder, on or after the respective due dates expressed in the Securities and in this Indenture, and to convert such Securities in accordance with Article XII, or to bring suit for the enforcement of any such payment on or after such respective dates or the right to convert, is absolute and unconditional and shall not be impaired or affected adversely without the consent of such Holder.

Section 8.8 Collection Suit by Trustee.

     If an Event of Default described in Section 8.1(a) or (b), occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company or another obligor on the Securities for the whole amount owing with respect to the Securities and the amounts provided for in Section 9.7.

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Section 8.9 Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal amount, Redemption Price, Repurchase Price, Repurchase Event Repurchase Price or interest and Liquidated Damages Amount, if any, in respect of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of any such amount) shall be entitled and empowered, by intervention in such proceeding or otherwise:

     (a) to file and prove a claim for the whole amount of the principal amount, Redemption Price, Repurchase Price, Repurchase Event Repurchase Price, or interest and Liquidated Damages Amount, if any, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel or any other amounts due the Trustee under Section 9.7) and of the Holders allowed in such judicial proceeding, and

     (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 9.7.

     Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 8.10 Priorities.

     (a) If the Trustee collects any money pursuant to this Article VIII, it shall pay out the money in the following order:

     FIRST: to the Trustee for amounts due under Section 9.7;

     SECOND: to Securityholders for amounts due and unpaid on the Securities for the principal amount, Redemption Price, Repurchase Price, Repurchase Event Repurchase Price or interest and Liquidated Damages Amount, if any, as the case may be, ratably, without preference or priority of any kind, according to such amounts due and payable on the Securities; and

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     THIRD: the balance, if any, to the Company.

     The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section 8.10. At least 15 days before such record date, the Trustee shall mail to each Securityholder and the Company a notice that states the record date, the payment date and the amount to be paid.

Section 8.11 Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant (other than the Trustee) in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 8.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 8.7 or a suit by Holders of more than 10% in aggregate principal amount of the Securities at the time outstanding. This Section 8.11 shall be in lieu of Section 315(e) of the TIA and such Section 315(e) is hereby expressly excluded from this Indenture, as permitted by the TIA.

Section 8.12 Restoration of Rights and Remedies.

     If the Trustee or any Holder has instituted any proceedings to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

ARTICLE IX
TRUSTEE

Section 9.1 Duties of Trustee.

     (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise of those rights and powers as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

     (b) Except during the continuance of an Event of Default:

     (i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

     (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the

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opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture, but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture, but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein.

This Section 9.1(b) shall be in lieu of Section 315(a) of the TIA and such Section 315(a) is hereby expressly excluded from this Indenture, as permitted by the TIA.

     (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

     (i) this Section (c) does not limit the effect of Section (b) of this Section 9.1;

     (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;

     (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 8.5; and

     (iv) the Trustee shall not be liable for disclosure relating to the offering or sale of the Securities.

Subparagraphs (c)(i), (ii) and (iii) shall be in lieu of Sections 315(d)(1), 315(d)(2) and 315(d)(3) of the TIA, respectively, and such Sections 315(d)(1), 315(d)(2) and 315(d)(3) are hereby expressly excluded from this Indenture, as permitted by the TIA.

     (d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 9.1.

     (e) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives indemnity or security satisfactory to it against any loss, liability or expense.

     (f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee (acting in any capacity hereunder) shall be under no liability for interest on any money received by it hereunder unless otherwise agreed in writing with the Company.

Section 9.2 Rights of Trustee.

     Subject to its duties and responsibilities under Section 9.1 and under the TIA,

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     (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

     (b) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate;

     (c) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

     (d) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith which it believes to be authorized or within its rights or powers conferred under this Indenture;

     (e) the Trustee may consult with counsel selected by it and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in reliance on such advice or Opinion of Counsel;

     (f) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby;

     (g) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

     (h) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;

     (i) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or

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unless written notice of any event which is in fact such a default is received by the Trustee at the Principal Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture;

     (j) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other person employed to act hereunder; and

     (k) the Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

Section 9.3 Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, Conversion Agent or co-registrar may do the same with like rights. However, the Trustee must comply with Sections 9.10 and 9.11.

Section 9.4 Trustee’s Disclaimer.

     The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use or application of the proceeds from the Securities, it shall not be responsible for any statement in any registration statement for the Securities under the Securities Act or in any offering document for the Securities, this Indenture or the Securities (other than its certificate of authentication), or the determination as to which beneficial owners are entitled to receive any notices hereunder.

Section 9.5 Notice of Defaults.

     If a Default occurs and if it is actually known to the Trustee, the Trustee shall give to each Securityholder notice of the Default within 90 days after it occurs or, if later, within 15 days after it is known to the Trustee, unless such Default shall have been cured or waived before the giving of such notice. Notwithstanding the preceding sentence, except in the case of a Default described in Section 8.1(a) or (b), the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interest of the Securityholders. The preceding sentence shall be in lieu of the proviso to Section 315(b) of the TIA and such proviso is hereby expressly excluded from this Indenture, as permitted by the TIA.

Section 9.6 Reports by Trustee to Holders.

     Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, the Trustee shall mail to each Securityholder a brief report dated as of such May 15

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that complies with TIA Section 313(a), if required by such Section 313(a). The Trustee also shall comply with TIA Section 313(b). The Trustee will also transmit by mail all reports as required by TIA Section 313(c).

     The Company agrees to notify the Trustee promptly in writing whenever the Securities become listed on any securities exchange and of any delisting thereof.

Section 9.7 Compensation and Indemnity.

     The Company agrees to:

     (a) pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited (to the extent permitted by law) by any provision of law in regard to the compensation of a trustee of an express trust);

     (b) reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses, advances and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its own negligence or willful misconduct or bad faith; and

     (c) fully indemnify the Trustee, any predecessor Trustee and each of their directors and officers for, and to hold each of them harmless against, any and all loss, damage, claim, liability, cost or expense (including reasonable attorney’s fees and expenses, and taxes (other than taxes based upon, measured by or determined by the income of the Trustee)) incurred without negligence or willful misconduct or bad faith on the part of the Person so indemnified, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending against any claim (whether asserted by the Company or any Holder or any other person) or liability in connection with the exercise or performance of any powers or duties hereunder, or in connection with enforcing the provisions of this Section 9.7.

     The Trustee shall notify the Company promptly of any claim for which it may seek indemnity hereunder; provided, that a failure to notify shall not relieve the Company of its obligations hereunder except to the extent the Company is materially prejudiced by such failure. The Trustee shall have the right to employ one separate counsel in any such action or proceeding and participate in the investigation and defense thereof, and the Company shall pay the reasonable fees and expenses of such separate counsel; provided, however, that the Trustee may only employ such separate counsel at the expense of the Company if in the reasonable judgment of the outside counsel to the Trustee (i) a conflict of interest exists by reason of common representation or (ii) there are legal defenses available to the Trustee that are different from or are in addition to those available to the Company or if all parties commonly represented do not agree as to the action (or inaction) of counsel.

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     To secure the Company’s payment obligations in this Section 9.7, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay the principal amount, Redemption Price, Repurchase Price, Repurchase Event Repurchase Price or interest and Liquidated Damages Amount, if any, as the case may be, on particular Securities.

     The Company’s payment obligations pursuant to this Section 9.7 shall survive the discharge of this Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default specified in Section 8.1(h) or (i), the expenses including the reasonable charges and expenses of its counsel, are intended to constitute expenses of administration under any Bankruptcy Law.

Section 9.8 Replacement of Trustee.

     The Trustee may resign by so notifying the Company; provided, however, that no such resignation shall be effective until a successor Trustee has accepted its appointment pursuant to this Section 9.8. The Holders of a majority in aggregate principal amount of the Securities at the time outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company as soon as practicable shall remove the Trustee if:

     (a) the Company becomes aware that the Trustee fails to comply with Section 9.10;

     (b) the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

     (c) a receiver or public officer takes charge of the Trustee or its property; or

     (d) the Trustee otherwise becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint, by resolution of its Board of Directors, a successor Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company satisfactory in form and substance to the retiring Trustee and the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Securityholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 9.7.

     If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in aggregate principal amount of the Securities at the time outstanding may petition at the expense of the Company any court of competent jurisdiction at the expense of the Company for the appointment of a successor Trustee.

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     If the Trustee fails to comply with Section 9.10, any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Section 9.9 Successor Trustee by Merger.

     If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or company, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

Section 9.10 Eligibility; Disqualification.

     The Trustee shall at all times satisfy the requirements of TIA Sections 310(a)(1) and 310(b). The Trustee (or its parent holding company) shall have a combined capital and surplus of at least $100,000,000 as set forth in its most recent published annual report of condition. Nothing contained herein shall prevent the Trustee from filing with the Commission the application referred to in the penultimate paragraph of TIA Section 310(b).

Section 9.11 Preferential Collection of Claims Against Company.

     The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.

ARTICLE X
DISCHARGE OF INDENTURE

Section 10.1 Discharge of Liability on Securities.

     When (a) the Company delivers to the Trustee all Outstanding Securities (other than Securities replaced or repaid pursuant to Section 2.7) for cancellation or (b) all Outstanding Securities have become due and payable (whether at the Stated Maturity or upon acceleration, or on any Redemption Date, or with respect to any Repurchase Date or Repurchase Event Repurchase Date, or upon conversion) and the Company deposits with the Paying Agent or Conversion Agent Cash, Common Stock or Applicable Stock, as applicable, sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.7), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 9.7, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers’ Certificate and Opinion of Counsel and at the cost and expense of the Company.

Section 10.2 Repayment to the Company.

     The Trustee and the Paying Agent shall return to the Company upon written request any Cash or securities held by them for the payment of any amount with respect to the Securities that remains unclaimed for two years, subject to applicable unclaimed property law. After return to the Company, Holders entitled to the Cash or securities must look to the Company for payment

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as general creditors unless an applicable abandoned property law designates another person and the Trustee and the Paying Agent shall have no further liability to the Securityholders with respect to such Cash or securities for that period commencing after the return thereof.

ARTICLE XI
AMENDMENTS

Section 11.1 Without Consent of Holders.

     The Company and the Trustee may amend this Indenture or the Securities without the consent of any Securityholder to:

     (a) provide for the assumption of the Company’s obligations to the Holders of Securities in the case of a merger, consolidation, conveyance, transfer, sale, lease or other disposition pursuant to Article VII;

     (b) add to the covenants of the Company for the benefit of the Holders of Securities;

     (c) surrender any right or power herein conferred upon the Company by the Indenture;

     (d) provide for a successor Trustee with respect to the Securities;

     (e) provide for issuance of the Securities in coupon form;

     (f) make provision with respect to the conversion rights of Holders of the Securities in accordance with this Indenture in connection with a reclassification, consolidation, combination, merger or sale of all or substantially all of the Company’s property and assets;

     (g) cure any ambiguity, correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or to make any other provisions with respect to matters or questions arising under this Indenture which the Company may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture; provided, however, that such action does not adversely affect the interests of the Holders of Securities and further provided, however, that any change to conform this Indenture to the description of the Securities contained in any offering memorandum or registration statement with respect to the Securities shall be deemed not to adversely affect the interests of the Holders of the Securities;

     (h) add any additional Events of Default with respect to all or any of the Securities;

     (i) secure the Securities;

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     (j) increase the Conversion Rate or reduce the Conversion Price; provided, however, that such increase in the Conversion Rate or reduction in the Conversion Price, as the case may be, is in accordance with the terms of this Indenture or shall not adversely affect the interests of the Holders of Securities;

     (k) supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the discharge of the Securities, provided that such change or modification does not adversely affect the interests of the Holders of the Securities;

     (l) make any changes or modifications necessary in connection with the registration of the Securities under the Securities Act as contemplated in the Registration Rights Agreement; provided, however, that such action does not adversely affect the interests of the Holders of Securities in any material respect;

     (m) make any changes or modifications necessary to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; and

     (n) add or modify any other provisions herein with respect to matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and which would not adversely affect the interests of the Holders of Securities.

Section 11.2 With Consent of Holders.

     Except as provided below in this Section 11.2, this Indenture or the Securities may be amended, modified or supplemented, and noncompliance in any particular instance with any provision of this Indenture or the Securities may be waived, in each case with the written consent or affirmative vote of the Holders of not less than a majority of the principal amount of the Outstanding Securities.

     Without the written consent or the affirmative vote of each Holder of Securities affected thereby (in addition to the written consent or the affirmative vote of the Holders of at least a majority of the principal amount of the Outstanding Securities), an amendment or waiver under this Section 11.2 may not:

     (a) change the maturity of the principal amount of or the payment date of any installment of interest or Liquidated Damages Amount, if any, on, any Security;

     (b) reduce the principal amount of, or rate of interest or Liquidated Damages Amount, if any, on, or Redemption Price, Repurchase Price or Repurchase Event Repurchase Price of, any Security;

     (c) adversely affect the right of Holders of the Securities to convert such Securities as provided in Article XII;

     (d) alter the manner of calculation or rate of accrual of interest or Liquidated Damages Amount, if any, on any Security;

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     (e) impair the right of any Holder to institute suit for the enforcement of any repurchase of, payment on or with respect to, or conversion of, any Security, including any payment on or after the stated maturity of the Securities, in the case of redemption, on or after the Redemption Date, or in the case of repayment at the option of the Holder, on or after the Repurchase Date or Repurchase Event Repurchase Date;

     (f) modify the optional redemption provisions of Article III in a manner that adversely affects the Holders of the Securities;

     (g) change the currency of payment of principal amount of, or interest or Liquidated Damages Amount, if any, on, or the Redemption Price, Repurchase Price or Repurchase Event Repurchase Price of, any Security from U.S. Dollars;

     (h) adversely affect the right of Holders of the Securities to require the Company to repurchase such Securities as provided in Articles IV and V;

     (i) modify the obligation of the Company to maintain an agency in The City of New York pursuant to Section 6.5;

     (j) reduce the percentage of the principal amount of the outstanding Securities the written consent or affirmative vote of whose Holders is required to take specific actions under the Indenture;

     (k) reduce the percentage of the principal amount of the outstanding Securities the written consent or affirmative vote of whose Holders is required for any waiver of any past Default provided for in this Indenture; or

     (l) modify any of (a)-(k) above.

     It shall not be necessary for the consent of the Holders under this Section 11.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.

     After an amendment under this Section 11.2 becomes effective, the Company shall mail to each Holder a notice briefly describing the amendment.

     Nothing contained in this Section 11.2 shall impair the ability of the Company and the Trustee to amend this Indenture or the Securities without the consent of any Securityholder to provide for the assumption of the Company’s obligations to the Holders of Securities in the case of a merger, consolidation, conveyance, transfer, sale, lease or other disposition pursuant to Article VII.

Section 11.3 Compliance with Trust Indenture Act.

     Every supplemental indenture executed pursuant to this Article shall comply with the TIA.

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Section 11.4 Revocation and Effect of Consents, Waivers and Actions.

     Until an amendment, waiver or other action by Holders becomes effective, a consent thereto by a Holder of a Security hereunder is a continuing consent by the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same obligation as the consenting Holder’s Security, even if notation of the consent, waiver or action is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent, waiver or action as to such Holder’s Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment, waiver or action becomes effective. After an amendment, waiver or action becomes effective, it shall bind every Securityholder.

Section 11.5 Notation on or Exchange of Securities.

     Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article XI may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for outstanding Securities.

Section 11.6 Trustee to Sign Supplemental Indentures.

     The Trustee shall sign any supplemental indenture authorized pursuant to this Article XI if the amendment contained therein does not affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign such supplemental indenture. In signing such supplemental indenture the Trustee shall receive, and (subject to the provisions of Section 9.1) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture.

Section 11.7 Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

ARTICLE XII
CONVERSION

Section 12.1 Conversion Privilege.

     (a) Subject to and upon compliance with the provisions of this Article XII, a Holder of a Security shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 or a multiple of $1,000) of such Security into shares of Common Stock or Applicable Stock, whichever is applicable (or, at the Company’s option as described in this Article XII, into Cash, shares of Common Stock,

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     or any combination thereof) at the Conversion Rate in effect on the Conversion Date only as follows:

     (i) during any fiscal quarter (beginning with the quarter ending June 30, 2004) if the Sale Price of the Common Stock for at least 20 consecutive Trading Days in the Measurement Period during the immediately preceding fiscal quarter exceeds 120% of the Conversion Price in effect on the last Trading Day of such Measurement Period (in the event that the Conversion Price on such last Trading Day of such Measurement Period is not the same as the Conversion Price in effect for each of the Trading Days in such Measurement Period, the Company shall make such adjustments as it, in its discretion, deems appropriate in determining whether the foregoing condition has been met);

     (ii) during any five consecutive Trading Day period immediately following any five consecutive Trading Day period (the “Debenture Measurement Period”) in which the average Market Price per $1,000 principal amount of Securities during such Debenture Measurement Period was less than 97% of the average Conversion Value during such Debenture Measurement Period; provided, however, that if the Sale Price of the Common Stock on the Trading Date prior to the Conversion Date is greater than 100% of the Conversion Price but equal to or less than 120% of the then-current Conversion Price, then notwithstanding the provisions of Section 12.2(a) or (g), Holders surrendering Securities for conversion will receive, in lieu of Common Stock based on the then applicable Conversion Rate, Cash, Common Stock, or any combination thereof, at the option of the Company, with a value equal to the aggregate principal amount of the Securities surrendered for conversion plus accrued and unpaid interest and Liquidated Damages Amount, if any, as of the Conversion Date (a “Principal Value Conversion”), as provided in Section 12.2(h);

     (iii) at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Redemption Date, if such Security has been called for redemption pursuant to Article III hereof; or

     (iv) as provided in Section 12.1(b).

     The Company shall, determine at the end of each applicable period whether the Securities shall be convertible as a result of the occurrence of an event specified in clause (a) or (b) above and, if the Securities shall be so convertible, the Company shall promptly deliver to the Trustee written notice thereof. Whenever the Securities shall become convertible pursuant to this Section 12.1, the Company or, at the Company’s request, the Trustee in the name and at the expense of the Company, shall notify the Holders in writing of the event triggering such convertibility in the manner provided in Section 13.2, and the Company shall also publicly announce such information and publish it on the Company’s website. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice.

     (b) In addition, in the event that:

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     (i) A. the Company distributes to all holders of Common Stock rights or warrants (other than pursuant to a stockholder rights plan) entitling them to purchase Common Stock at less than the Sale Price of the Common Stock at the time of the distribution of the rights or warrants; or

B. the Company distributes to all holders of Common Stock cash or other assets, debt securities or certain rights to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors of the Company exceeding 10% of the Sale Price of the Common Stock on the Business Day immediately preceding the declaration for such distribution;

then, in each case, the Company must notify, in writing, Holders of Securities of the occurrence of such an event at least 20 days prior to the Ex-Dividend Date for any such distribution. Once the Company has given such notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date or the date of announcement by the Company that the distribution will not take place. No Holder may convert its Securities pursuant to this Section 12.1(b) if such Holder may participate in the distribution without conversion.

     (ii) the Company becomes party to a consolidation, merger or binding share exchange pursuant to which the Common Stock of the Company would be converted into cash, securities or other property, a Holder may surrender the Securities for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of the transaction until 15 days after the actual date of the transaction.

     (iii) if the Company becomes party to a consolidation, merger or binding share exchange pursuant to which the Common Stock of the Company would be converted into cash, securities or other property, then at the effective time of the transaction, the right to convert the Securities into Common Stock shall be changed into a right to convert such Securities into the kind and amount of cash, securities or other property which the Holder would have received if the Holder had converted such Securities immediately prior to the transaction. If the transaction constitutes a Repurchase Event, the Holder shall have the rights set forth in Article V above.

     (iv) if any person or group after the first issuance of Securities becomes the beneficial owner (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, reclassification, recapitalization or any other method) of the Company’s voting stock representing 50% or more of the total voting power of all of the Company’s outstanding classes of voting stock or has the power, directly or indirectly, to elect a majority of the members of the board of directors of the Company, a holder may surrender the Securities for conversion at any time from and after the date that is 15 days prior to the anticipated effective date of the transaction or event until 15 days after

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the actual date of such transaction or event. If the transaction constitutes a Repurchase Event, the Holder shall have the rights set forth in Article V above.

Section 12.2 Conversion Procedure; Conversion Rate; Fractional Shares; Payment in Cash in lieu of Common Stock.

     (a) Each Security shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Common Stock. Subject to the Company’s rights pursuant to Section 12.2(g) and (h), the Security will be converted into shares of Common Stock at the Conversion Rate therefor.

     Notwithstanding any other provision of this Indenture or the Securities, all Holders’ rights with respect to the conversion of the Securities and the Company’s obligation to deliver shares of Common Stock (or Applicable Stock, if applicable) at the Conversion Rate upon such conversion (the “Conversion Obligation”) are subject, in their entirety, to the Company’s right, in its sole discretion, to elect to satisfy its Conversion Obligation as provided in Section 12.2(g) or, with respect to a Principal Value Conversion, as provided in Section 12.2(h).

     No payment or adjustment shall be made in respect of dividends on the Common Stock or accrued interest (but not accrued and unpaid Liquidated Damages Amount, if any) on a converted Security, except as described in Section 12.9 hereof. In accordance with Section 3(b) of the Registration Rights Agreement, any accrued but unpaid Liquidated Damages Amount with respect to a Security delivered for conversion to but not including the Conversion Date shall be paid to the Holder who delivered such Security for conversion on or promptly following the Conversion Date.

     The Company shall not issue any fraction of a share of Common Stock in connection with any conversion of Securities, but instead shall, subject to Section 12.3(g) hereof, make a Cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Sale Price of the Common Stock on the last Trading Day prior to the date of conversion.

     Notwithstanding the foregoing, a Security in respect of which a Holder has delivered a Repurchase Notice or Repurchase Event Repurchase Notice exercising such Holder’s option to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with Sections 4.3 or 5.3 hereof, as the case may be, prior to the close of business on the Business Day immediately preceding the applicable Repurchase Date or Repurchase Event Repurchase Date, as the case may be.

     (b) Before any Holder of a Security shall be entitled to convert the same into Common Stock (or at the Company’s option, Cash, shares of Common Stock or any combination thereof), such Holder shall, in the case of Securities issued in global form, comply with the procedures of the Depositary in effect at that time, and in the case of certificated Securities, surrender such Securities, duly endorsed to the Company or in blank, at the office of the Conversion Agent, and shall give written notice to the

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Company at said office or place in the form of the Conversion Notice attached to the Security (the “Conversion Notice”) that such Holder elects to convert the same and shall state in writing therein the principal amount of Security to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for Common Stock to be issued.

     Before any such conversion, a Holder also shall pay all funds required, if any, relating to interest on the Securities, as provided in Section 12.9, and all taxes or duties, if any, as provided in Section 12.8.

     If more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock which shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the Security (or specified portions thereof to the extent permitted thereby) so surrendered.

     If shares of Common Stock to be issued upon conversion of a Restricted Security are to be issued in the name of a Person other than the Holder of such Restricted Security, such Holder must deliver to the Conversion Agent a certification in substantially the form set forth in a Transfer Certificate dated the date of surrender of such Restricted Security and signed by such Holder, as to compliance with the restrictions on transfer applicable to such Restricted Security. The Company shall not be required to issue Common Stock upon conversion of any such Restricted Security to a Person other than the Holder if such Restricted Security is not so accompanied by a properly completed certification, and the Registrar shall not be required to register Common Stock upon conversion of any such Restricted Security in the name of a Person other than the Holder if such Restricted Security is not so accompanied by a properly completed certification.

     (c) A Security shall be deemed to have been converted as of the close of business on the date of the surrender of such Security for conversion as provided above (such date, the “Conversion Date” for such Security), and the person or persons entitled to receive any Common Stock issuable upon such conversion shall be treated for all purposes as the record Holder or Holders of such Common Stock as of the close of business on such date. Upon conversion, all obligations under the Securities so converted will be deemed satisfied, including with respect to any accrued and unpaid interest, but not with respect to accrued and unpaid Liquidated Damages Amount, if any, which shall be paid upon conversion in accordance with this Section 12.2.

     (d) Delivery of Common Stock and Cash in respect of conversion and/or accrued and unpaid Liquidated Damages Amount, if any, to a Holder of a Security upon conversion of such Security shall be accomplished by delivery to the Conversion Agent of certificates for the relevant number of shares, other than in the case of Holders of Common Stock in book-entry form with the Depository, which shares will be delivered in accordance with the Depository’s customary practices and delivery of Cash in respect of conversion and/or Liquidated Damages Amount, if any, to the Conversion Agent or the Depository, as applicable, for payment to the Holder.

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     (e) In case any Certificated Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to, upon the written order of, the Holder of the Security so surrendered, without charge to such Holder (subject to the provisions of Section 12.8 hereof), a new Security or Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Certificated Securities.

     (f) If a holder exercises its right to require the Company to repurchase the Securities as described in Article IV or Article V, such Holder may convert its Securities as provided above only if it withdraws its applicable Repurchase Notice or Repurchase Event Repurchase Notice and converts its Securities prior to the close of business on the business day immediately preceding the applicable Repurchase Date.

     (g) If a Holder elects to convert all or any portion of a Security into shares of Common Stock as set forth in this Section 12.02 and the Company receives such Holder’s Notice of Conversion on or prior to the day that is 10 days prior to the Stated Maturity, or with respect to Securities called for redemption pursuant to Article III hereof, the applicable Redemption Date (the “Final Notice Date”), the Company may choose to satisfy all or any portion of the Conversion Obligation in cash. Upon such election, the Company will notify such Holder through the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Conversion Agent’s receipt of the Notice of Conversion (such period, the “Cash Settlement Notice Period”). If the Company elects to pay cash for any portion of the shares of Common Stock otherwise issuable to the Holder, the Holder may retract the Notice of Conversion at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (the “Conversion Retraction Period”); no such retraction can be made (and a Notice of Conversion shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares of Common Stock (other than cash in lieu of fractional shares). If the Company elects to satisfy all or a portion of its Conversion Obligations in cash and the Notice of Conversion has not been retracted, then settlement (in cash or a combination of cash and shares of Common Stock or Applicable Stock, if applicable) will occur on the third Business Day following the Cash Settlement Averaging Period. If the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, then settlement will occur on the third Business Day following the Conversion Date. With respect to any Notice of Conversion received by the Company prior to the Final Notice Date and not retracted pursuant to this Section 12.2(g), the “Conversion Settlement Distribution” for any Security subject to such Notice of Conversion shall consist of cash, Common Stock or a combination thereof, as selected by the Company as set forth below:

     (i) if the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, the Conversion Settlement Distribution shall be a number of shares of Common Stock for each $1,000 principal amount of the Securities to be converted equal to the Conversation Rate, plus cash for any fractional shares pursuant to Section 12.1(a);

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     (ii) if the Company elects to satisfy the entire Conversion Obligation in Cash (other than with respect to a Principal Value Conversion), the Conversion Settlement Distribution shall be Cash for each $1,000 principal amount of the Senior Notes in an amount equal to the product of:

     A. the applicable Conversion Rate, and

     B. the average of the Sale Price of the Common Stock for the 10 Trading Days beginning on the Trading Day immediately following the final day of the Conversion Retraction Period (the “Cash Settlement Averaging Period”); and

     (iii) if the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Obligation in Cash (other than with respect to a Principal Value Conversion), the Conversion Settlement Distribution shall consist of such Cash amount (“Cash Amount”) and a number of shares, for each $1,000 principal amount of the Securities, equal to the applicable Conversion Rate minus the number of shares of Common Stock equal to the Cash Amount divided by the average Sale Price of the Common Stock during the Cash Settlement Averaging Period (plus cash for any fractional shares pursuant to Section 12.2(a)); provided, however, the number of shares of Common Stock shall not be less than zero.

     (iv) At any time on or before any Final Notice Date, the Company will notify the Trustee in writing whether it intends to satisfy all or any portion of the Conversion Obligation with respect to conversions of Securities for which the Company receives a Notice of Conversion after such Final Notice Date and the dollar amount to be satisfied in cash (which must be expressed either as 100% or as a fixed dollar amount). In such case, the applicable Conversion Settlement Distribution will be computed in the same manner as set forth in the first paragraph of this Section 12.2(g) except that the Cash Settlement Averaging Period shall be the 10 Trading Days beginning on the Trading Day following the Company’s receipt of the Notice of Conversion, and settlement (in cash or a combination of cash and shares of Common Stock or Applicable Stock, if applicable) will occur on the third Business Day following the final day of such Cash Settlement Averaging Period (which date could be after Stated Maturity).

     (v) Notwithstanding anything to the contrary in the Indenture, at any time prior to Stated Maturity, the Company may irrevocably elect, in its sole discretion without the consent of the Holders of the Securities, by written notice to the Trustee and the Holders of the Securities, to satisfy a portion of the Conversion Obligation for all Securities for conversion after the date of such election (the “Election Date”) by paying in Cash up to 100% of the principal amount of the Securities so converted. After making such an election, the Company shall satisfy the remainder of the Conversion Obligation in Common Stock, to the extent the Conversion Obligation exceeds the principal amount or the portion of the principal amount of the Securities the Company elects to pay in Cash. In the event that the Company receives a Notice of Conversion after the

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Election Date: the Notice of Conversion will not be retractable; the Cash Settlement Averaging Period shall be the 10 Trading Day period beginning on the day after the Company’s receipt of the Notice of Conversion; and the Conversion Settlement Distribution for each $1,000 principal amount of the Securities shall consist of (i) such cash amount (“Election Amount”) equal to the applicable Conversion Rate multiplied by the average Closing Price of Common Stock during the Cash Settlement Averaging Period (provided, however, that the Election Amount will not be more than 100% of the principal amount of a Security) and (ii) a number of shares of Common Stock equal to the applicable Conversation Rate minus the Election Amount divided by the average Sale Price of the Common Stock during the Cash Settlement Averaging Period.

     (h) In the event a Holder surrenders Securities for conversion and it is a Principal Value Conversion, the Company shall notify such Holder by the second Trading Day following the Conversion Date (i) whether the Company will pay all or any portion of the principal amount of the Securities surrendered for conversion plus accrued and unpaid interest and Liquidated Damage Amount, if any thereon in Cash, Common Stock or a combination of Cash and Common Stock and (ii) what percentage of each will be paid. Any Common Stock to be delivered upon a Principal Value Conversion will be valued at the average Sale Price for the ten Trading Days commencing on the Trading Day following the Conversion Date (the “Principal Value Conversion Market Price”). The Company shall (y) pay Holders any portion of the principal amount of the Securities surrendered for conversion plus accrued and unpaid interest and Liquidated Damage Amount, if any thereon to be paid in Cash and (ii) deliver shares of Common Stock with respect to any portion of the principal amount of the Securities surrendered for conversion plus accrued and unpaid interest and Liquidated Damage Amount, if any thereon to be paid in Common Stock, in each case no later than the third Business Day following the determination of the Principal Value Conversion Market Price.

Section 12.3 Adjustment of Conversion Rate.

     The Conversion Rate shall be adjusted from time to time as follows:

     (a) In case the Company shall, at any time or from time to time while any of the Securities are outstanding, pay a dividend or make a distribution in shares of Common Stock to all holders of its outstanding shares of Common Stock, then the Conversion Rate in effect at the opening of business on the date next following the Record Date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be increased by multiplying such Conversion Rate by a fraction:

     (i) the numerator of which shall be the sum of the number of shares of Common Stock outstanding at the close of business on such Record Date fixed for such determination and the total number of shares constituting such dividend or other distribution; and

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     (ii) the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on such Record Date fixed for such determination.

     Such increase shall become effective immediately after the opening of business on the day following the Record Date fixed for such determination.

     If any dividend or distribution of the type described in this Section 12.3(a) is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such dividend or distribution had not been declared.

     (b) In case the Company shall, at any time or from time to time while any of the Securities are outstanding, subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day following the day upon which such subdivision or reclassification becomes effective shall be proportionately increased, and conversely, in case the Company shall, at any time or from time to time while any of the Securities are outstanding, combine or reclassify its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day following the day upon which such combination or reclassification becomes effective shall be proportionately decreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision, combination or reclassification. Such increase or reduction, as the case may be, shall become effective immediately after the opening of business on the day following the day upon which such subdivision, combination or reclassification becomes effective.

     (c) In case the Company shall, at any time or from time to time while any of the Securities are outstanding, issue rights or warrants (other than pursuant to a shareholders rights plan) exercisable for a period less than or equal to 60 days (other than any rights or warrants referred to in Section 12.3(d)), to all holders of its shares of Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into or exchangeable or exercisable for shares of Common Stock), at a price per share (or having a conversion, exchange or exercise price per share) less than the Sale Price of the Common Stock on the Trading Day immediately preceding the date of the announcement of such issuance (treating the conversion, exchange or exercise price per share of the securities convertible into or exchangeable or exercisable for Common Stock as equal to the quotient of (y) the sum of (i) the price for a unit of the security convertible into or exchangeable or exercisable for Common Stock and (ii) any additional consideration initially payable upon the conversion, exchange or exercise of such security into Common Stock divided by (z) the number of shares of Common Stock initially underlying such convertible, exchangeable or exercisable security), then the Conversion Rate shall be adjusted so that the same shall equal the rate determined by

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     multiplying the Conversion Rate in effect at the opening of business on the date after such date of announcement by a fraction:

     (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date of announcement, plus the total number of additional shares of Common Stock so offered for subscription or purchase (or into which the convertible, exchangeable or exercisable securities so offered are convertible, exchangeable or exercisable); and

     (ii) the denominator of which shall be the number of shares of Common Stock outstanding on the close of business on the date of announcement, plus the number of shares (or convertible, exchangeable or exercisable securities) which the aggregate offering price of the total number of shares (or convertible, exchangeable or exercisable securities) so offered for subscription or purchase (or the aggregate conversion, exchange or exercise price of the convertible securities so offered) would purchase at the Sale Price of the Common Stock on the Business Day immediately preceding the date of the announcement of such issuance (determined by multiplying such total number of shares so offered by the exercise price of such rights or warrants and dividing the product so obtained by such Sale Price).

     Such adjustment shall become effective immediately after the opening of business on the day following the date of announcement of such issuance.

     To the extent that shares of Common Stock (or securities convertible into or exchangeable or exercisable for shares of Common Stock) are not delivered pursuant to such rights or warrants, upon the expiration or termination of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock (or securities convertible into or exchangeable or exercisable for shares of Common Stock) actually delivered. In the event that such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if the date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Sale Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration if other than Cash, to be determined in good faith by the Board of Directors of the Company.

     (d) (i) In case the Company shall, at any time or from time to time while any of the Securities are outstanding, by dividend or otherwise, distribute to all holders of its shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation and the Common Stock is not changed or exchanged), shares of its Capital Stock (other than any

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dividends or distributions to which Section 12.3(a) applies), evidences of its Indebtedness or other non-Cash assets, including securities, but excluding (x) any rights or warrants referred to in Section 12.3(c), (y) dividends or distributions of stock referred to in Section 12.3(a) and (z) dividends and distributions paid exclusively in Cash (such capital stock, evidence of its indebtedness, other non-Cash assets or securities being distributed hereinafter in this Section 12.3(d) called the “distributed assets”), then, in each such case, subject to the other provisions of this Section 12.3(d), the Conversion Rate shall be increased so that the same shall be equal to the rate determined by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Date with respect to such distribution by a fraction:

     A. the numerator of which shall be the Current Market Price; and

     B. the denominator of which shall be such Current Market Price, less the Fair Market Value on such date of the portion of the distributed assets so distributed applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the Record Date) (determined as provided in Section 12.3(f)).

     Such increase shall become effective immediately prior to the opening of business on the day following the Record Date for such distribution. In the event that such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such dividend or distribution had not been declared.

     (ii) If the Board of Directors determines the Fair Market Value of any distribution for purposes of this Section 12.3(d) by reference to the actual or when issued trading market for any distributed assets comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price pursuant to Section 12.3(f) to the extent possible, unless the Board of Directors determines in good faith that determining the Fair Market Value during the Reference Period would not be in the best interest of the Holders.

     (iii) In the event any such distribution consists of shares of capital stock of, or similar equity interests in, one or more of the Company’s Subsidiaries (a “Spin-Off”), the Fair Market Value of the securities to be distributed shall equal the average of the closing sale prices of such securities on the principal securities market on which such securities are traded for the ten consecutive Trading Days commencing on and including the sixth Trading Day of those securities after the effectiveness of the Spin-Off, and the Current Market Price shall be measured for the same period. In the event, however, that an underwritten initial public offering of the securities in the Spin-Off occurs simultaneously with the Spin-Off, Fair Market Value of the securities distributed in the Spin-Off shall mean the initial public offering price of such securities and the Current Market Price shall mean the Sale Price for the Common Stock on the same Trading Day.

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     (iv) Rights or warrants distributed by the Company to all holders of its shares of Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Trigger Event”), (x) are deemed to be transferred with such shares of Common Stock, (y) are not exercisable and (z) are also issued in respect of future issuances of shares of Common Stock shall be deemed not to have been distributed for purposes of this Section 12.3(d) (and no adjustment to the Conversion Rate under this Section 12.3(d) will be required) until the occurrence of the earliest Trigger Event. If such right or warrant is subject to subsequent events, upon the occurrence of which such right or warrant shall become exercisable to purchase different distributed assets, evidences of indebtedness or other assets, or entitle the holder to purchase a different number or amount of the foregoing or to purchase any of the foregoing at a different purchase price, then the occurrence of each such event shall be deemed to be the date of issuance and record date with respect to a new right or warrant (and a termination or expiration of the existing right or warrant without exercise by the holder thereof). Pursuant to rights issued under any Company shareholder’s rights plan, if holders of the Securities exercising the right of conversion after the date the rights separate from the underlying Common Stock are not entitled to receive the rights that would otherwise be attributable to the shares of Common Stock received upon conversion, the Conversion Rate will be adjusted as though the rights were being distributed to holders of Common Stock on the date of such separation. If such an adjustment is made and the rights are later redeemed, invalidated or terminated, then a corresponding reversing adjustment will be made to the conversion rate on an equitable basis.

     In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding paragraph) with respect thereto, that resulted in an adjustment to the Conversion Rate under this Section 12.3(d):

     A. in the case of any such rights or warrants which shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a Cash distribution, equal to the per share redemption or repurchase price received by a holder of shares of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of shares of Common Stock as of the date of such redemption or repurchase; and

     B. in the case of such rights or warrants which shall have expired or been terminated without exercise, the Conversion Rate shall be readjusted as if such rights and warrants had never been issued.

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     (v) For purposes of this Section 12.3(d) and Sections 12.3(a), 12.3(b) and 12.3(c), any dividend or distribution to which this Section 12.3(d) is applicable that also includes (x) shares of Common Stock, (y) a subdivision, combination or reclassification of shares of Common Stock to which Section 12.3(b) applies or (z) rights or warrants to subscribe for or purchase shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock to which Section 12.3(c) applies (or any combination thereof), shall be deemed instead to be:

     A. a dividend or distribution of the evidences of indebtedness, assets, shares of capital stock, rights or warrants, other than such shares of Common Stock, such subdivision or combination or such rights or warrants or securities convertible into or exercisable or exchangeable for Common Stock to which Sections 12.3(a), 12.3(b) and 12.3(c) apply, respectively (and any Conversion Rate increase required by this Section 12.3(d) with respect to such dividend or distribution shall then be made), immediately followed by

     B. a dividend or distribution of such shares of Common Stock, such subdivision or combination or such rights or warrants or securities convertible into or exercisable or exchangeable for Common Stock (and any further Conversion Rate increase required by Sections 12.3(a), 12.3(b) and 12.3(c) with respect to such dividend or distribution shall then be made), except:

     (1) the Record Date of such dividend or distribution shall be substituted as (x) “the date fixed for the determination of stockholders entitled to receive such dividend or other distribution,” “Record Date fixed for such determinations” and “Record Date” within the meaning of Section 12.3(a), (y) “the day upon which such subdivision becomes effective” and “the day upon which such combination becomes effective” within the meaning of Section 12.3(b), and (z) as “the date fixed for the determination of stockholders entitled to receive such rights or warrants,” “the Record Date fixed for the determination of the stockholders entitled to receive such rights or warrants” and such “Record Date” within the meaning of Section 12.3(c); and

     (2) any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding at the close of business on the date fixed for such determination” within the meaning of Section 12.3(a) and any reduction or increase in the number of shares of Common Stock resulting from such subdivision or combination shall be disregarded in connection with such dividend or distribution.

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     (e) (i) In case the Company shall, by dividend or otherwise, at any time any Securities are outstanding distribute (a “Triggering Distribution”) to all or substantially all holders of its Common Stock Cash, the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying such Conversion Rate in effect on the Record Date for such Triggering Distribution by a fraction of which the numerator shall be the Current Market Price per share of the Common Stock on the Record Date, and the denominator shall be the Current Market Price per share of the Common Stock on the Record Date less the aggregate amount of cash so distributed applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the Record Date), such increase to become effective immediately prior to the opening of business on the day following the date on which the Triggering Distribution is paid. It is expressly understood that a stock buyback, repurchase or similar transaction or program shall in no event be considered a Triggering Distribution for purposes of this Section 12.3(e)(i).

   (ii) In case the Company or any of its Subsidiaries shall, at any time or from time to time while any of the Securities are outstanding, make any tender offer or exchange offer for all or any portion of the shares of Common Stock for Cash or other consideration, to the extent that the aggregate amount of Cash and the Fair Market Value, as of the last date on which tenders or exchanges may be made pursuant to such tender offer or exchange offer, of any other consideration paid in respect of such tender offer or exchange offer (determined on a per share basis) exceeds the Closing Sale Price per share of Common Stock on the trading day next succeeding the last date on which tenders or exchange may be made pursuant to such tender or exchange offer then the Conversion Rate shall be adjusted such that immediately after the close of business on the date an Excess Amount Per Share is paid or distributed, the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Date for such payment by a fraction:

     A. the numerator of which shall be equal to the Current Market Price on the Record Date; and

     B. the denominator of which shall be equal to the Current Market Price on such date minus such Excess Amount Per Share.

   (iii) In case someone other than the Company or one of its Subsidiaries makes a payment of Cash or other consideration in respect of a tender offer or exchange offer in which:

     A. as of the closing date of the offer, the Company’s Board of Directors is not recommending rejection of the offer;

     B. the tender offer or exchange offer is for an amount that increases the offeror’s ownership of the Company’s Common Stock to more than 10% of the total shares of Common Stock outstanding; and

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     C. the aggregate amount of such Cash and the Fair Market Value, as of the expiration of such tender offer or exchange offer, of any such other consideration paid in respect of such tender offer or exchange offer (determined on a per share basis) exceeds the closing Sale Price per share of the Common Stock on the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer;

the Conversion Rate shall be adjusted such that immediately after the close of business on the date an Excess Amount Per Share is paid or distributed, the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Date for such payment by a fraction:

     (1) the numerator of which shall be equal to the Current Market Price on the Record Date; and

     (2) the denominator of which shall be equal to the Current Market Price on such date minus such Excess Amount Per Share.

Provided, however, no adjustment will be made if as of the closing date of such offer, the offering documents disclose a plan or an intention to cause the Company to engage in a consolidation or merger or sale of substantially all of the Company’s assets, the offeror accepts the tender of at least 50% of the outstanding Common Stock at the expiration of the offer, and such merger, consolidation or asset sale is completed within 120 days of the expiration of such tender offer or exchange offer, and further provided, that if the merger, consolidation or asset sale is not completed by such time, the conversion rate will be adjusted, retroactive to the date the tender offer or exchange offer expired.

     (iv) Notwithstanding the foregoing provisions of this Section 12.3(e), in no event will the Conversion Rate as adjusted pursuant to this Section 12.3(e) exceed 20.4248 shares per $1,000 principal amount of Securities (as such Conversion Rate may be adjusted on a proportional basis for any other adjustment made pursuant to Section 12.3(a)-(d)).

     (f) For purposes of this Article XII, the following terms shall have the meanings indicated:

     (i) “Current Market Price” on any date means the average of the daily Sale Prices per share of Common Stock for the ten consecutive Trading Days immediately prior to such date; provided, however, that if the “ex” date (as hereinafter defined) for any event (other than the issuance or distribution requiring such computation) that requires an adjustment to the Conversion Rate pursuant to Section 12.3(a), (b), (c), (d) or (e) occurs during such ten consecutive Trading Days, “Current Market Price” shall be calculated for such period in a

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manner determined conclusively in good faith by the Board of Directors to reflect the impact of such event on the Closing Price of the Common Stock during such period.

     For purposes of this paragraph, the term “ex” date, when used:

     (x) with respect to any issuance or distribution, means the first date on which the shares of Common Stock trade regular way on the relevant exchange or in the relevant market from which the Sale Price was obtained without the right to receive such issuance or distribution;

     (y) with respect to any subdivision or combination of shares of Common Stock, means the first date on which the shares of Common Stock trade regular way on such exchange or in such market after the time at which such subdivision or combination becomes effective; and

     (z) with respect to any tender or exchange offer, means the first date on which the shares of Common Stock trade regular way on such exchange or in such market after the expiration of such offer.

     Notwithstanding the foregoing, whenever successive adjustments to the Conversion Rate are called for pursuant to this Section 12.3, such adjustments shall be made to the Current Market Price as may be necessary or appropriate to effectuate the intent of this Section 12.3 and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.

     (ii) “Excess Amount Per Share” shall mean, with respect to Section 12.3(e)(ii) or (iii), the extent that the aggregate amount of Cash and the Fair Market Value, as of the expiration of any tender offer or exchange offer, of any other consideration paid in respect of such tender offer or exchange offer (determined on a per share basis) exceeds the Closing Sale Price per share of Common Stock on the trading day next succeeding the last date on which tenders or exchange may be made pursuant to such tender or exchange offer.

     (iii) “Fair Market Value” shall mean the amount which a willing buyer would pay a willing seller in an arm’s length transaction (as determined in good faith by the Board of Directors, whose good faith determination shall be conclusive).

     (iv) “Record Date” shall mean (except as expressly provided elsewhere in this Section 12.3):

     (w) with respect to Section 12.3(a), the date fixed for determination of stockholders entitled to receive the Common Stock issued in such dividend or distribution;

     (x) with respect to Section 12.3(d), the date fixed for determination of stockholders entitled to receive the distributed assets;

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     (y) with respect to Section 1 2.3(e)(i), the date fixed for determination of stockholders entitled to receive the Cash paid in such dividend or distribution; and

     (z) with respect to Sections 12.3(e)(ii) and (iii), the last date on which tenders or exchanges may be made pursuant to such tender offer or exchange offer;

     in each case, whether such date is fixed by the Board of Directors or by statute, contract or otherwise.

     (g) The Company shall be entitled at its election to make such additional increases in the Conversion Rate, in addition to those required by Sections 12.3(a), (b), (c), (d) and (e), as shall be necessary in order that any dividend or distribution of Common Stock, any subdivision, reclassification or combination of shares of Common Stock or any issuance of rights or warrants referred to above shall not be taxable to the holders of Common Stock for United States federal income tax purposes.

     (h) To the extent permitted by applicable law, the Company may, from time to time, increase the Conversion Rate by any amount for any period of time, if such period is at least 20 days, the Board of Directors determines that the increase in the Conversion Rate is in the best interest of the Company, and the increase is irrevocable during the period. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Company shall mail to the Trustee and each Holder at the address of such Holder as it appears in the register of the Securities maintained by the Registrar, at least 15 days prior to the date the increased Conversion Rate takes effect, a notice of the increase stating the increased Conversion Rate and the period during which it will be in effect.

     (i) In any case in which this Section 12.3 shall require that any adjustment be made effective as of or retroactively immediately following a Record Date, the Company may elect to defer (but only for five Trading Days following the filing of the statement referred to in Section 12.5) issuing to the Holder of any Securities converted after such Record Date the shares of Common Stock issuable upon such conversion over and above the shares of Common Stock issuable upon such conversion on the basis of the Conversion Rate prior to adjustment; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder’s right to receive such additional shares upon the occurrence of the event requiring such adjustment.

     (j) All calculations under this Section 12.3 shall be made to the nearest cent or one-hundredth of a share, with one-half cent and 0.005 of a share, respectively, being rounded upward. Notwithstanding any other provision of this Section 12.3, the Company shall not be required to make any adjustment of the Conversion Rate unless such adjustment would require an increase or decrease of at least 1% of such rate. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least 1% in such rate. Any

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adjustments under this Section 12.3 shall be made successively whenever an event requiring such an adjustment occurs.

     (k) In the event that at any time, as a result of an adjustment made pursuant to this Section 12.3, the Holder of any Securities thereafter surrendered for conversion shall become entitled to receive any shares of stock of the Company other than shares of Common Stock into which the Securities originally were convertible, the Conversion Rate of such other shares so receivable upon conversion of any such Security shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Common Stock contained in subparagraphs (a) through (j) of this Section 12.3, and the provision of Sections 12.1, 12.2 and 12.4 through 12.9 with respect to the Common Stock shall apply on like or similar terms to any such other shares and the good faith determination of the Board of Directors as to any such adjustment shall be conclusive.

     (l) No adjustment shall be made pursuant to this Section 12.3 if the Holders of the Securities may participate in the transaction that would otherwise give rise to an adjustment pursuant to this Section 12.3.

Section 12.4 Consolidation or Merger of the Company.

     If any of the following events occurs, namely:

     (a) any reclassification or change of the outstanding Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) as a result of which all of the holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including Cash or any combination thereof) with respect to or in exchange for all of their Common Stock;

     (b) any merger, consolidation, statutory share exchange or combination of the Company with another corporation as a result of which all of the holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including Cash or any combination thereof) with respect to or in exchange for all of their Common Stock; or

     (c) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other person as a result of which all of the holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including Cash or any combination thereof) with respect to or in exchange for all of their Common Stock;

the Company or the successor or purchasing person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then required to so comply; provided, however, the Trustee may, but shall not be obligated to, execute a supplemental indenture which affects the Trustee’s own rights, duties, liabilities or immunities) providing that the Holder’s right to convert a Security into Common Stock shall be changed to a

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right to convert a Security into the kind and amount of shares of stock and other securities or property or assets (including Cash) which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Securities been converted into Common Stock immediately prior to such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance assuming such holder of Common Stock did not exercise its rights of election, if any, as to the kind or amount of securities, Cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance (provided, that if the kind or amount of securities, Cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-Electing Share”), then for the purposes of this Section 12.4, the kind and amount of securities, Cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance for each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing.

     The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

     The above provisions of this Section 12.4 shall similarly apply to successive reclassifications, changes, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances.

     If this Section 12.4 applies to any event or occurrence, Section 12.3 shall not apply.

Section 12.5 Notice of Adjustment.

     Whenever an adjustment in the Conversion Rate with respect to the Securities is required:

     (a) the Company shall forthwith place on file with the Trustee and any Conversion Agent for such securities a certificate of the Treasurer of the Company, stating the adjusted Conversion Rate determined as provided herein and setting forth in reasonable detail such facts as shall be necessary to show the reason for and the manner of computing such adjustment; and

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     (b) a notice stating that the Conversion Rate has been adjusted and setting forth the adjusted Conversion Rate shall forthwith be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company, to each Holder in the manner provided in Section 13.2 hereof. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice.

Section 12.6 Notice in Certain Events.

     In case:

     (a) of a consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or conveyance to another Person or entity or group of Persons or entities acting in concert as a partnership, limited partnership, syndicate or other group (within the meaning of Rule 13d-3 under the Exchange Act) of all or substantially all of the property and assets of the Company; or

     (b) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or

     (c) of any action triggering an adjustment of the Conversion Rate referred to in clauses (y) or (z) below;

then, in each case, the Company shall cause to be filed with the Trustee and the Conversion Agent, and shall cause to be given, to the Holders of the Securities in the manner provided in Section 13.2 hereof, at least 15 days prior to the applicable date hereinafter specified, a notice stating:

     (y) the date on which a record is to be taken for the purpose of any distribution or grant of rights or warrants or other securities triggering an adjustment to the Conversion Rate pursuant to this Article XII, or, if a record is not to be taken, the date as of which the holders of record of Common Stock entitled to such distribution, rights or warrants or other securities are to be determined, or

     (z) the date on which any reclassification, consolidation, merger, sale, conveyance, dissolution, liquidation or winding up described under clauses (a), (b) and (c) of Section 12.4 that changes a Holder’s right to convert its Common Stock to a right to convert into another kind and amount of securities or other property or assets is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger sale, conveyance, dissolution, liquidation or winding up.

     Failure to give such notice or any defect therein shall not affect the legality or validity of the proceedings described in clause (a), (b) or (c) of this Section 12.6.

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Section 12.7 Company To Reserve Stock: Registration; Listing.

     (a) The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock for the purpose of effecting the conversion of the Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all Securities then outstanding into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securities, all such Securities would be held by a single Holder). The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and nonassessable and free from all liens and charges and, except as provided in Section 12.8, taxes with respect to the issue thereof.

     (b) If any shares of Common Stock which would be issuable upon conversion of Securities hereunder require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will use its commercially reasonable efforts to cause such shares or securities to be duly registered or approved, as the case may be. The Company further covenants that so long as the Common Stock shall be listed on the NYSE, the Company will use its commercially reasonable efforts, if permitted by the rules of the NYSE, to quote and keep quoted all Common Stock issuable upon conversion of the Securities, and the Company will use its commercially reasonable efforts to (i) list the shares of Common Stock required to be delivered upon conversion of the Securities prior to such delivery upon any other national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery, or (ii) cause the shares of Common Stock required to be delivered upon conversion of the Securities prior to such delivery to be quoted on the Nasdaq National Market or the Nasdaq SmallCap Market or, if the shares of Common Stock are not quoted on the Nasdaq National Market or Nasdaq SmallCap Market, to be reported by the National Association of Securities Dealers Automated Quotation System or by the National Quotation Bureau Incorporated.

Section 12.8 Taxes on Conversion.

     The issue of stock certificates on conversion of Securities shall be made without charge to the converting Holder for any documentary, stamp or similar issue or transfer taxes in respect of the issue thereof, and the Company shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of Securities pursuant hereto. The Company shall not, however, be required to pay any such tax which may be payable in respect of any transfer involved in the issue or delivery of shares of Common Stock or the portion, if any, of the Securities which are not so converted in a name other than that in which the Securities so converted were registered, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Company the amount of such tax or has established to the satisfaction of the Company that such tax has been paid.

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Section 12.9 Conversion After Record Date.

     Except as provided in this Section 12.9, a converting Holder of Securities shall not be entitled to receive any accrued and unpaid interest (exclusive of accrued and unpaid Liquidated Damages Amount, if any, which in any event shall be paid upon conversion in accordance with Section 12.2) on any such Securities being converted. By delivery to the Holder of the number of shares of Common Stock or other consideration issuable or payable upon conversion in accordance with this Article XII, any accrued and unpaid interest on such Securities will be deemed to have been paid in full. If any Securities are surrendered for conversion subsequent to the record date preceding an Interest Payment Date but prior to such Interest Payment Date, the Holder of such Securities at the close of business on such record date shall receive the interest payable (but not accrued and unpaid Liquidated Damages Amount, if any, with respect to such converted Security) on such Security on such Interest Payment Date notwithstanding the conversion thereof. Securities surrendered for conversion during the period from the close of business on any record date preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall be accompanied by payment from converting Holders, for the account of the Company, in New York Clearing House funds, or other funds of an amount equal to the interest payable (but not accrued and unpaid Liquidated Damages Amount, if any, with respect to such converted Security) on such Interest Payment Date on the Securities being surrendered for conversion; provided that no such payment is required if (a) the Company has specified a Redemption Date during the period from the close of business on any record date preceding any Interest Payment Date through and including such Interest Payment Date (b) the Company has specified a Repurchase Date following a Repurchase Event that is during the period from the close of business on any record date preceding any Interest Payment Date through and including such Interest Payment Date, or (c) any overdue interest exists at the time of the conversion with respect to the Securities converted, but only to the extent of the amount of such overdue interest.

     Except as provided in this Section 12.9, no adjustments in respect of payments of interest on Securities surrendered for conversion or any dividends or distributions or interest on the Common Stock issued upon conversion shall be made upon the conversion of any Securities.

Section 12.10 Company Determination Final.

     Any determination that the Company or the Board of Directors must make pursuant to this Article XII shall be conclusive if made in good faith and in accordance with the provisions of this Article, absent manifest error, and set forth in a Board Resolution.

Section 12.11 Responsibility of Trustee for Conversion Provisions.

     The Trustee has no duty to determine when an adjustment under this Article XII should be made, how it should be made or what it should be. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities. The Trustee shall not be responsible for any failure of the Company to comply with this Article XII. Each Conversion Agent other than the Company shall have the same protection under this Section 12.11 as the Trustee.

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     The rights, privileges, protections, immunities and benefits given to the Trustee under this Indenture including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Paying Agent or Conversion Agent acting hereunder.

Section 12.12 Unconditional Right of Holders to Convert.

     Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to convert its Security in accordance with this Article XII and to bring an action for the enforcement of any such right to convert, and such rights shall not be impaired or affected without the consent of such Holder.

ARTICLE XIII
MISCELLANEOUS

Section 13.1 Trust Indenture Act Controls.

     If any provision of this Indenture limits, qualifies, or conflicts with the duties imposed by TIA Section 318(c), such section of the TIA shall control. If any provision of this Indenture expressly modifies or excludes any provision of the TIA that may be so modified or excluded, the Indenture provision so modifying or excluding such provision of the TIA shall be deemed to apply.

Section 13.2 Notices.

     Any request, demand, authorization, notice, waiver, consent or communication shall be in writing and delivered in person, mailed by first-class mail, postage prepaid, addressed as follows or transmitted by facsimile transmission (confirmed by guaranteed overnight courier) to the following facsimile numbers:

     if to the Company:

Cooper Cameron Corporation
1333 West Loop South, Suite 1700
Houston, Texas 77027
Attention: General Counsel
Facsimile No.: (713) 513-3456

     if to the Trustee:

SunTrust Bank
25 Park Place, N.E.
24th Floor
Atlanta, Georgia 30303
Attn: Corporate Trust Department
Facsimile No.: (404) 588-7335

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For delivery of Securities by Holders in accordance with Section 6.5 of this Indenture:

SunTrust Bank
c/o Law Debenture Corporate Trust Services
767 Third Avenue
31st Floor
New York, NY 10012
Facsimile No.: (212)    -   

     The Company or the Trustee by notice given to the other in the manner provided above may designate additional or different addresses for subsequent notices or communications.

     Any notice or communication given to a Securityholder shall be mailed to the Securityholder, by first-class mail, postage prepaid, at the Securityholder’ s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

     Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not received by the addressee.

     If the Company mails a notice or communication to the Securityholders, it shall mail a copy to the Trustee and each Registrar, Paying Agent, Conversion Agent or co-registrar.

Section 13.3 Communication by Holders with Other Holders.

     Securityholders may communicate pursuant to TIA Section 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar, the Paying Agent, the Conversion Agent and anyone else shall have the protection of TIA Section 312(c).

Section 13.4 Certificate and Opinion as to Conditions Precedent.

     Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee, if the Trustee so requests:

     (a) an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

     (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Section 13.5 Statements Required in Certificate or Opinion.

     Each Officers’ Certificate or Opinion of Counsel with respect to compliance with a covenant or condition provided for in this Indenture shall include:

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     (a) a statement that each person making such Officers’ Certificate or Opinion of Counsel has read such covenant or condition;

     (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such Officers’ Certificate or Opinion of Counsel are based;

     (c) a statement that, in the opinion of each such person, he or she has made such examination or investigation as is necessary to enable such person to express an informed opinion as to whether or not such covenant or condition has been complied with; and has been complied with.

Section 13.6 Separability Clause.

     In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 13.7 Rules by Trustee, Paying Agent, Conversion Agent and Registrar.

     The Trustee may make reasonable rules for action by or a meeting of Securityholders. The Registrar, the Conversion Agent, the Bid Solicitation Agent and the Paying Agent may make reasonable rules for their functions.

Section 13.8 Legal Holidays.

     If any specified date (including a date for giving notice) is a Legal Holiday, the action shall be taken on the next succeeding day that is not a Legal Holiday, and, if the action to be taken on such date is a payment in respect of the Securities, no interest, if any, shall accrue for the intervening period.

Section 13.9 Governing Law; Submission to Jurisdiction; Service of Process.

     This Indenture and the Securities shall be governed by, and construed in accordance with, the laws of the State of New York.

     The Company submits to the nonexclusive jurisdiction of the courts of the State of New York and the courts of the United States of America, in each case located in the Borough of Manhattan, The City of New York and State of New York over any suit, action or proceeding arising under or in connection with this Indenture or the transactions contemplated hereby or the Securities. The Company waives any objection that it may have to the venue of any suit, action or proceeding arising under or in connection with this Indenture or the transactions contemplated hereby or the Securities in the courts of the State of New York or the courts of the United States of America, in each case located in the Borough of Manhattan, City of New York and State of New York, or that such suit, action or proceeding brought in the courts of the State of New York or the courts of the United States of America, in each case located in the Borough of Manhattan, City of New York and State of New York, was brought in an inconvenient court and agrees not to plead or claim the same.

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Section 13.10 No Recourse Against Others.

     No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such, or against any past, present or future stockholder, officer or director, as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities by the Holders and as part of the consideration for the issue of the Securities.

Section 13.11 Successors.

     All agreements of the Company in this Indenture and the Securities shall bind its successor. All agreements of the Trustee in this Indenture shall bind its successor.

Section 13.12 Multiple Originals.

     The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture.

Section 13.13 Benefits of Indenture.

     Nothing in this Indenture or in the Securities, express or implied, shall give to any person, other than the parties hereto and the Holders of the Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture or the Securities.

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     IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Indenture on behalf of the respective parties hereto as of the date first above written.

COOPER CAMERON CORPORATION
By:	/s/ Michael C. Jennings
	Name:	Michael C. Jennings
	Title:	Vice President and Treasurer

SUNTRUST BANK, As Trustee
By:	/s/ Jack Ellerin
	Name:	Jack Ellerin
	Title:	Assistant Vice President

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EXHIBIT A

[FORM OF FACE OF SECURITY]

     [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, 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 THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]¹

     [THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF COOPER CAMERON CORPORATION, THAT (A) THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO COOPER CAMERON CORPORATION OR ANY SUBSIDIARY THEREOF, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER,

¹ This legend should be included only if the Security is a Global Security.

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FURNISHES TO SUNTRUST BANK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITYS (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM SUCH TRUSTEE OR SUCCESSOR TRUSTEE, AS APPLICABLE), (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (V) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD TO THE SECURITIES EXCEPT AS PERMITTED UNDER THE SECURITIES ACT²]

     [THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.]³

² This legend should be included only if the Security is a Transfer Restricted Security.

³ This legend should be included only if the Security is a Transfer Restricted Security.

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COOPER CAMERON CORPORATION

1.50% Convertible Senior Debentures due 2024

No. Issue Date:	CUSIP :
Principal Amount: $

     COOPER CAMERON CORPORATION, a Delaware corporation (the “Company”, which term shall include any successor corporation under the Indenture referred to on the reverse hereof), promises to pay to              or registered assigns, up to the principal amount of            Dollars ($ ) [‘or such lesser amount as is indicated in the records of the Trustee and the Depositary,]⁴ on May 15, 2024, and to pay interest thereon from May 11, 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, on May 15 and November 15 in each year (each, an “Interest Payment Date”), commencing on November 15, 2004, at the rate of 1.50% per annum, until the principal hereof is paid or made available for payment at May 15, 2024 or upon acceleration, or until such date on which the Securities are converted, redeemed or repurchased as provided herein, and at the rate of 1.50% per annum on any overdue principal and on any overdue installment of interest and Liquidated Damages Amount, if any. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (as hereinafter defined), be paid to the Person in whose name this Security (or one or more predecessor Securities) is registered at the close of business on the regular record date for such interest, which will be the May 1 or November 1 (whether or not a Business Day), as the case may be, next preceding the corresponding Interest Payment Date (a “Regular Record Date”). Any such interest and Liquidated Damages Amount, if any, not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may be paid (a) to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee (a “Special Record Date”), notice thereof will be given to Holders not less than 10 days prior to such Special Record Date, or (b) at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

     Reference is hereby made to the further provisions of this Security set forth on the reverse side of this Security, which further provisions shall for all purposes have the same effect as if set forth at this place.

⁴ This phrase should be included only if the Security is a Global Security.

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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated: May 11, 2004

COOPER CAMERON CORPORATION
 

By:  

Title: 

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TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

Dated: May 11, 2004

SUNTRUST BANK, as Trustee
By:
	Authorized Signatory

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[FORM OF REVERSE OF GLOBAL SECURITY]

COOPER CAMERON CORPORATION

1.50% Convertible Senior Debentures due 2024

     This Security is one of a duly authorized issue of 1.50% Convertible Senior Debentures due 2024 (the “Securities”) of COOPER CAMERON CORPORATION, a Delaware corporation (including any successor corporation under the Indenture hereinafter referred to, the “Company”), issued under an Indenture, dated as of May 11, 2004 (the “Indenture”), between the Company and SunTrust Bank, as trustee (the “Trustee”). The terms of the Security include those stated in the Indenture, those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (“TIA”), and those set forth in this Security. This Security is subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Security and the terms of the Indenture, the terms of the Indenture shall control. Capitalized terms used but not defined herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. Interest.

     Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months.

     If this Security is redeemed pursuant to Section 5 of this Security or the Holder elects to require the Company to repurchase this Security pursuant to Section 6 of this Security, on a date that is after the Regular Record Date and prior to the corresponding Interest Payment Date, interest and Liquidated Damages Amount, if any, accrued and unpaid hereon to, but not including, the applicable Redemption Date, Repurchase Date or Repurchase Event Repurchase Date will be paid to the same Holder to whom the Company pays the principal of such Security regardless of whether such Holder was the registered Holder on the Regular Record Date immediately preceding the applicable Redemption Date, Repurchase Date or Repurchase Event Repurchase Date.

     Interest on Securities converted after the close of business on a Regular Record Date but prior to the opening of business on the corresponding Interest Payment Date will be paid to the Holder of the Securities on the Regular Record Date but, upon conversion, the Holder must pay the Company the interest which has accrued and will be paid on such Interest Payment Date. No such payment need be made with respect to Securities which will be converted after a Regular Record Date and prior to the corresponding Interest Payment Date if (i) the Company has specified a Redemption Date during the period from the close of business on any record date preceding any Interest Payment Date through and including such Interest Payment Date (ii) the Company has specified a Repurchase Date following a Repurchase Event that is during the period from the close of business on any record date preceding any Interest Payment Date through and including such Interest Payment Date, or (iii) any overdue interest exists at the time of conversion with respect to the Securities converted, but only to the extent of the amount of such overdue interest.

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     Upon conversion of this Security, the Company will pay accrued and unpaid Liquidated Damages Amount, if any, to but not including the date of conversion to the Holder delivering the Security for conversion.

     Except as otherwise stated herein, any reference herein to interest accrued or payable as of any date shall include any Liquidated Damages Amount accrued or payable on such date as provided in the Registration Rights Agreement.

2. Method of Payment.

     Payment of the principal of and interest and Liquidated Damages Amount, if any, on the Securities 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, as permitted in the Indenture. The Holder must surrender the Securities to the Paying Agent to collect payment of principal. Payment of interest and Liquidated Damages Amount, if any, on Certificated Securities will be made by check mailed to the address of the Person entitled thereto as such address appears in the Register. Notwithstanding the foregoing, so long as the Securities are registered in the name of a Depositary or its nominee, all payments with respect to the Securities shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee.

3. Paying Agent, Registrar, Conversion Agent and Bid Solicitation Agent.

     Initially, SunTrust Bank will act as Paying Agent, Conversion Agent and Bid Solicitation Agent. The Company may appoint and change any Paying Agent, Registrar, Conversion Agent or Bid Solicitation Agent without notice, other than notice to the Trustee; provided that the Company will maintain at least one Paying Agent in the State of New York, The City of New York, Borough of Manhattan, which shall initially be an office or agency of the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Registrar or Conversion Agent. None of the Company or any Subsidiary or any Affiliate of any of them may act as Bid Solicitation Agent.

4. Indenture.

     The Securities are general unsecured obligations of the Company. The Indenture does not limit the amount of the Securities or other indebtedness of the Company, secured or unsecured.

5. Redemption at the Option of the Company.

     The Company may, at its option, redeem the Securities for Cash at any time as a whole, or from time to time in part, on or after May 15, 2009, at a redemption price equal to 100% of the principal amount of Securities to be redeemed plus any accrued and unpaid interest and Liquidated Damages Amount, if any, on those Securities to, but not including, the Redemption Date.

     Notice of redemption pursuant to this Section of this Security will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of Securities to be redeemed at the Holder’s registered address. If Cash sufficient to pay the Redemption Price of all Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the

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Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date interest and Liquidated Damages Amount, if any, cease 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. Repurchase By the Company at the Option of the Holder or Upon a Repurchase Event.

     Subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase, at the option of the Holder, all or any portion of the Securities held by such Holder on May 15, 2009, May 15, 2014 and May 15, 2019 in multiples of $l,000 at a repurchase price equal to 100% of the principal amount of those Securities plus accrued and unpaid interest and Liquidated Damages Amount, if any, to, but not including, such Repurchase Date. To exercise such right, a Holder shall deliver to the Paying Agent a Repurchase Notice containing the information set forth in the Indenture, at any time from 9:00 a.m., New York City time, on the date that is 20 Business Days immediately preceding such Repurchase Date until 5:00 p.m., New York City time, on the Business Day immediately preceding such Repurchase Date, and shall deliver the Securities to the Paying Agent as set forth in the Indenture.

     Subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase, at the option of the Holder, all or any portion of the Securities held by such Holder upon a Repurchase Event in multiples of $1,000 at the Repurchase Event Repurchase Price. To exercise such right, a Holder shall deliver to the Paying Agent a Repurchase Event Repurchase Notice containing the information set forth in the Indenture, at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Repurchase Event Repurchase Date, and shall deliver the Securities to the Paying Agent as set forth in the Indenture.

     Holders have the right to withdraw any Repurchase Notice or Repurchase Event Repurchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

     If Cash sufficient to pay the Repurchase Price or Repurchase Event Repurchase Price, as the case may be, of all Securities or portions thereof to be repurchased with respect to a Repurchase Date or Repurchase Event Repurchase Date, as the case may be, has been deposited with the Paying Agent, at 10:00 a.m., New York City time, on the Repurchase Date or Repurchase Event Repurchase Date, as the case may be, then, immediately after the Repurchase Date or Repurchase Event Repurchase Date, as applicable, such Securities will cease to be outstanding and interest and Liquidated Damages Amount, if any, on such Securities will cease to accrue and the Holder thereof shall have no other rights as such other than the right to receive the Repurchase Price or Repurchase Event Repurchase Price upon surrender of such Security.

7. Conversion.

     Subject to and in compliance with the provisions of the Indenture (including, without limitation, the conditions to conversion of this Security set forth in Section 12.1 thereof), a Holder is entitled, at such Holder’s option, to convert the Holder’s Security (or any portion of the principal amount thereof that is $1,000 or a multiple of $1,000), into fully paid and

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nonassessable shares of Common Stock at the Conversion Rate in effect on the date of conversion.

     Notwithstanding any other provision of the Indenture or the Securities, all Holders’ rights with respect to the conversion of the Securities and the Company’s obligation to deliver shares of Common Stock at the Conversion Rate upon such conversion (the “Conversion Obligation”) are subject, in their entirety, to the Company’s right, in its sole discretion, to elect to satisfy its Conversion Obligation in Cash, shares of Common Stock, or a combination thereof, as provided in Section 12.2(g) of the Indenture or, with respect to a Principal Value Conversion, as described in the following paragraph.

     If the Sale Price of the Common Stock on the Trading Date prior to the Conversion Date is greater than 100% of the Conversion Price but equal to or less than 120% of the then-current Conversion Price, then notwithstanding the provisions of Section 12.2(a) or (g) of the Indenture, Holders surrendering Securities for conversion will receive, in lieu of Common Stock based on the then applicable Conversion Rate, Cash, Common Stock, or any combination thereof, at the option of the Company, with a value equal to the aggregate principal amount of the Securities surrendered for conversion plus accrued and unpaid interest and Liquidated Damages Amount, if any, as of the Conversion Date (a “Principal Value Conversion”), as provided in Section 12.2(h) of the Indenture.

     The Company will notify Holders of any event triggering the right to convert the Securities as specified above in accordance with the Indenture.

     A Security in respect of which a Holder has delivered a Repurchase Notice or Repurchase Event Repurchase Notice, as the case may be, exercising the right of such Holder to require the Company to repurchase such Security may be converted only if such Repurchase Notice or Repurchase Event Repurchase Notice is withdrawn in accordance with the terms of the Indenture.

     The initial Conversion Rate is 14.4857 shares per $1,000 principal amount of Securities, subject to adjustment in certain events described in the Indenture.

     To surrender a Security for conversion, a Holder must, in the case of Global Securities, comply with the Applicable Procedures of the Depositary in effect at that time, and in the case of Certificated Securities, (1) surrender the Security to the Conversion Agent, (2) complete and manually sign the conversion notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents and (4) pay all funds required, if any, relating to interest or Liquidated Damages Amount, if any, and any transfer or similar tax, if required.

     No fractional share of Common Stock shall be issued upon conversion of any Security. Instead, the Company shall pay a Cash adjustment as provided in the Indenture.

     No payment or adjustment will be made for accrued and unpaid interest or dividends on the shares of Common Stock, except as provided in the Indenture. Accrued and unpaid Liquidated Damages Amount, if any, to but not including the date of conversion shall be paid to the Holder that delivers the Security for conversion.

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     If the Company (i) is a party to a consolidation, merger, statutory share exchange or combination of the Company with another corporation as a result of which all the holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including Cash or a combination thereof) with respect to or in exchange for all of their Common Stock, (ii) reclassifies or changes the shares of Common Stock or (iii) conveys, transfers or leases its properties and assets as, or substantially as, an entirety to any person, the right to convert a Security into shares of Common Stock may be changed to a right to convert a Security into the kind and amount of shares of stock and other securities or property or assets (including Cash) which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Holder converted its Security into Common Stock immediately prior to such transaction, in each case, in accordance with the Indenture.

8. Denominations; Transfer; Exchange.

     The Securities are in fully registered form, without coupons, in denominations of $1,000 of principal amount and multiples of $1,000. A Holder may transfer or exchange 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 Repurchase Notice or Repurchase Event Repurchase Notice has been given and not withdrawn (except, in the case of a Security to be repurchased in part, the portion of the Security not to be repurchased) or any Securities for a period of 15 days before the mailing of a notice of redemption of Securities to be redeemed.

9. Persons Deemed Owners.

     The registered Holder of this Security may be treated as the owner of this Security for all purposes.

10. Unclaimed Money or Securities.

     The Trustee and the Paying Agent shall return to the Company upon written request any Cash or securities held by them for the payment of any amount with respect to the Securities that remains unclaimed for two years, subject to applicable unclaimed property law. 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.

11. Amendment; Waiver.

     Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent or affirmative vote of the Holders of not less than a majority in aggregate principal amount of the outstanding Securities and (ii) certain Defaults may be waived with the written consent or affirmative vote of the Holders of not less than a majority in aggregate principal amount of the outstanding Securities.

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     Without the consent of any Securityholder, the Company and the Trustee may amend the Indenture or the Securities to (i) provide for the assumption of the Company’s obligations to the Holders of Securities in the case of a merger, consolidation, conveyance, transfer, sale, lease or other disposition pursuant to Article VII of the Indenture, (ii) add to the covenants of the Company for the benefit of the Holders of Securities, (iii) surrender any right or power conferred upon the Company in the Indenture, (iv) provide for a successor Trustee with respect to the Securities, (v) provide for issuance of the Securities in coupon form, (vi) make provision with respect to the conversion rights of Holders of the Securities in accordance with this Indenture in connection with a reclassification, consolidation, combination, merger or sale of all or substantially all of the Company’s property and assets, (vii) cure any ambiguity, correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or which is otherwise defective, or to make any other provisions with respect to matters or questions arising under the Indenture which the Company may deem necessary or desirable and which shall not be inconsistent with the provisions of the Indenture; provided, however, that such action pursuant to this clause does not adversely affect the interests of the Holders of Securities; and further provided, however that any change to conform the Indenture to the description of the Securities contained in any offering memorandum or registration statement with respect to the Securities shall be deemed not to adversely affect the interests of the Holders of the Securities, (viii) add any additional Events of Default with respect to all or any of the Securities, (ix) secure the Securities, (x) increase the Conversion Rate or reduce the Conversion Price; provided, however, that such increase in the Conversion Rate or reduction in the Conversion Price is in accordance with the terms of the Indenture or shall not adversely affect the interest of the Holders of Securities, (xi) supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the discharge of the Securities, provided that such change or modification does not adversely affect the interests of the Holders of the Securities, (xii) make any changes or modifications necessary in connection with the registration of the Securities under the Securities Act as contemplated in the Registration Rights Agreement; provided, however, that such action pursuant to this clause does not adversely affect the interests of the Holders of Securities in any material respect, (xiii) make any changes or modifications necessary to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA, and (xiv) add or modify any other provisions in the Indenture with respect to matters or questions arising thereunder which the Company and the Trustee may deem necessary or desirable and which would not adversely affect the interests of the Holders of Securities.

12. Defaults and Remedies.

     If any Event of Default other than as a result of certain events of bankruptcy, insolvency or reorganization of the Company or its Significant Subsidiaries occurs and is continuing, the principal of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. If an Event of Default occurs as a result of certain events of bankruptcy, insolvency or reorganization of the Company or its Significant Subsidiaries, the principal of all the Securities shall become due and payable immediately without any declaration or other act on the part of the Trustee or any Holder, all as and to the extent provided in the Indenture.

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13. Trustee Dealings with the Company.

     Subject to certain limitations imposed by the TIA, 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.

14. Calculations in Respect of Securities.

     The Company or its agents will be responsible for making all calculations called for under the Securities including, but not limited to, determination of the Market Price, Current Market Value and Sale Price of the Common Stock and the Applicable Stock, the number of shares of Common Stock or Applicable Stock issuable upon conversion and the amounts of interest and Liquidated Damages Amount, if any, on the Securities. Any calculations made in good faith and without manifest error will be final and binding on Holders of the Securities. The Company or its agents will be required to deliver to the Trustee a schedule of its calculations and the Trustee will be entitled to conclusively rely upon the accuracy of such calculations without independent verification. The Trustee has no duty to determine when such calculations should be made, how they should be made or what the calculations should be and shall not suffer any liability as a result thereof.

15. No Recourse Against Others.

     No recourse under or upon any obligation, covenant or agreement contained in the Indenture, or in this Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such, or against any past, present or future stockholder, officer or director, as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities by the Holders and as part of the consideration for the issue of the Securities.

16. 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.

17. Abbreviations.

     Customary abbreviations may be used in the name of a Securityholder 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 Gift to Minors Act).

18. INDENTURE TO CONTROL; GOVERNING LAW.

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     IN THE CASE OF ANY CONFLICT BETWEEN THE PROVISIONS OF THIS SECURITY AND THE INDENTURE, THE PROVISIONS OF THE INDENTURE SHALL CONTROL. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     The Company will furnish to any Securityholder upon written request and without charge a copy of the Indenture. Requests may be made to:

Cooper Cameron Corporation
1333 West Loop South, Suite 1700
Houston, Texas 77027
Attention: General Counsel
Facsimile No.: (713) 513-3456

19. Registration Rights.⁵

     The Holders of the Securities are entitled to the benefits of a Registration Rights Agreement, dated as of May 11, 2004, between the Company and the Initial Purchasers named therein, including, in certain circumstances, the receipt of Liquidated Damages Amount upon a registration default (as defined in such agreement).

⁵ This section shall be deleted from any Securities that are not Transfer Restricted Securities.

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ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

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

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:
Date:
	(Sign exactly as your name appears on the other side of this Security)
Signature Guaranteed
Participant in a Recognized Signature Guarantee Medallion Program

By:
	Authorized Signatory

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CONVERSION NOTICE

To convert this Security into shares of Common Stock of the Company, check the box;

To convert only part of this Security, state the principal amount to be converted (which must be $1,000 or a multiple of $1,000):

If you want the stock certificate made out in another person’s name fill in the form below:

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

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

	Your signature:
Date:
	(Sign exactly as your name appears on the other side of this Security)
Signature Guaranteed
Participant in a Recognized Signature Guarantee Medallion Program

By:
	Authorized Signatory

A-15

TRANSFER CERTIFICATE⁶

Re: 1.50% Convertible Senior Debentures due 2024 (the “Securities”) of Cooper Cameron Corporation (the “Company”)

     This certificate relates to $                    principal amount of Securities owned in (check applicable box)

[   ] book-entry or [   ]definitive form by                                                  (the “Transferor”).

     The Transferor has requested a Registrar or the Trustee to exchange or register the transfer of such Securities.

     In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Securities as provided in Sections 2.6 and 2.12 of the Indenture dated May 11, 2004 between the Company and SunTrust Bank, as trustee (the “Indenture”), and the transfer of such Security is being made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or the transfer or exchange, as the case may be, of such Security does not require registration under the Securities Act because (check applicable box):

[   ]	Such Security is being transferred pursuant to an effective registration statement under the Securities Act; or
[   ]	Such Security is being transferred to the Company or a Subsidiary; or
[   ]	Such Security is being transferred inside the United States to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act; or
[   ]	Such Security is being transferred inside the United Stated to an “institutional accredited investor” that prior to such transfer has furnished to SunTrust Bank as Trustee (or a successor trustee, as applicable) a signed letter containing certain representations and agreements relating to the restrictions on transfer of the Securities (in the form obtained from such Trustee or successor trustee, as applicable); or
[   ]	Such Security is being transferred outside the United States in compliance with Rule 904 under the Securities Act; or
[   ]	Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements under the Securities Act in accordance with Rule 144 (or any successor thereto) (“Rule 144”) under the Securities Act; or

⁶ This certificate should only be included if this Security is a Transfer Restricted Security.

A-16

[   ] Such Security is being acquired for the Transferor’s own account, without transfer;

and unless the Such Security is being transferred to the Company or a Subsidiary box is checked, the undersigned confirms that such Security is not being transferred to an “affiliate” of the Company as defined in Rule 144 under the Securities Act.

DATE:
	Signature(s) of Transferor

(If the registered owner is a corporation, partnership or fiduciary, the title of the person signing on behalf of such registered owner must be stated.)

Signature Guaranteed

Participant in a Recognized Signature

A-17

EXHIBIT B

[FORM OF RESTRICTIVE LEGEND FOR
COMMON STOCK ISSUED UPON CONVERSION]

     [THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF COOPER CAMERON CORPORATION, THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO COOPER CAMERON CORPORATION OR ANY SUBSIDIARY THEREOF, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO EQUISERVE TRANSFER & TRUST COMPANY, AS TRANSFER AGENT (OR A SUCCESSOR TRANSFER AGENT, AS APPLICABLE), A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITIES (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM SUCH TRANSFER AGENT OR A SUCCESSOR TRANSFER AGENT, AS APPLICABLE), (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (V) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD TO THE SECURITIES EXCEPT AS PERMITTED UNDER THE SECURITIES ACT.]

B-1

EXHIBIT C

[Form of Repurchase Notice]

___________, 200_

[address]

Re: Cooper Cameron Corporation (the “Company”)
1.50% Convertible Senior Debentures due 2024

     This is a Repurchase Notice as defined in Section 4.1 of the Indenture dated as of May 11, 2004 (the “Indenture”) between the Company and SunTrust Bank, as Trustee. Terms used but not defined herein shall have the meanings ascribed to them in the Indenture.

Certificate No(s). of Securities:

I intend to deliver the following aggregate Principal Amount of Securities for purchase by the Company pursuant to Section 4.1 of the Indenture (in multiples of $1,000):

$

     I hereby agree that the Securities will be purchased on the Repurchase Date pursuant to the terms and conditions specified in the Securities and the Indenture.

Signed:

C-1

EXHIBIT D

[Form of Repurchase Event Repurchase Notice]

SunTrust Bank
[address]                    , 200_

Re: Cooper Cameron Corporation (the “Company”)
1.50% Convertible Senior Debentures due 2024

     This is a Repurchase Event Repurchase Notice as defined in Section 5.1 of the Indenture dated as of May 11, 2004 (the “Indenture”) between the Company and SunTrust Bank, as Trustee. Terms used but not defined herein shall have the meanings ascribed to them in the Indenture.

Certificate No(s). of Securities:

I intend to deliver the following aggregate Principal Amount of Securities for purchase by the Company pursuant to Section 5.1 of the Indenture (in multiples of $1,000):

$

     I hereby agree that the Securities will be purchased on the Repurchase Event Repurchase Date pursuant to the terms and conditions specified in the Securities and the Indenture.

Signed:

D-1

EX-4.2

EXHIBIT 4.2

REGISTRATION RIGHTS AGREEMENT

Dated as of May 11, 2004

By and Between

COOPER CAMERON CORPORATION,

as Issuer,

and

UBS SECURITIES LLC,

CITIGROUP GLOBAL MARKETS INC.

and

BANC ONE CAPITAL MARKETS, INC.

as Initial Purchasers

1.50% Convertible Senior Debentures Due 2024

Page 1 of 23

TABLE OF CONTENTS

Section 1.	Definitions.	3
Section 2.	Shelf Registration.	6
Section 3.	Liquidated Damages.	8
Section 4.	Registration Procedures.	10
Section 5.	Holder’s Obligations.	15
Section 6.	Registration Expenses.	15
Section 7.	Indemnification; Contribution.	16
Section 8.	Information Requirements.	19
Section 9.	Miscellaneous.	19

Page 2 of 23

REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of May 11, 2004, by and among Cooper Cameron Corporation, a Delaware corporation (the “Company”), UBS Securities LLC, Citigroup Global Markets Inc. and Banc One Capital Markets, Inc. (collectively, the “Initial Purchasers”), pursuant to that certain Purchase Agreement, dated as of May 6, 2004 (the “Purchase Agreement”) between the Company and the Initial Purchasers.

     In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

     The Company agrees with the Initial Purchasers (i) for their benefit as Initial Purchasers and (ii) for the benefit of the beneficial owners (including the Initial Purchasers) from time to time of the Debentures (as defined herein) and the beneficial owners from time to time of the Underlying Common Stock (as defined herein) issued upon conversion of the Debentures (each of the foregoing a “Holder” and together the “Holders”), as follows:

     Section 1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

     “Affiliate” means with respect to any specified person, an “affiliate,” as defined in Rule 144, of such person.

     “Amendment Effectiveness Deadline Date” has the meaning set forth in Section 2(d) hereof.

     “Applicable Conversion Price” means, as of any date of determination, $1,000 divided by the Conversion Rate then in effect as of the date of determination or, if no Debentures are then outstanding, the Conversion Rate that would be in effect were Debentures then outstanding.

     “Business Day” means each day on which the New York Stock Exchange is open for trading.

     “Common Stock” means the shares of common stock, par value $0.01 per share, of the Company and any other shares of capital stock as may constitute “Common Stock” for purposes of the Indenture, including the Underlying Common Stock.

     “Conversion Rate” has the meaning assigned to such term in the Indenture.

     “Damages Accrual Period” has the meaning set forth in Section 3(b) hereof.

     “Damages Payment Date” means each interest payment date under the Indenture in the case of Debentures, and each May 15 and November 15 in case of the Underlying Common Stock.

Page 3 of 23

     “Debentures” means the 1.50% Convertible Subordinated Debentures due 2024 of the Company to be purchased pursuant to the Purchase Agreement.

     “Effectiveness Deadline Date” has the meaning set forth in section 2(a) hereof.

     “Effectiveness Period” means a period of two years after the later of (1) the original issuance of the Debentures and (2) the last date that the Company or any of its Affiliates was the owner of such Debentures (or any predecessor thereto), or such shorter period of time (x) as permitted by Rule 144(k) under the Securities Act or any successor provisions thereunder or (y) that will terminate when each of the Registrable Securities covered by the Shelf Registration Statement ceases to be a Registrable Security.

     “Event” has the meaning set forth in Section 3(a) hereof.

     “Event Date” has the meaning set forth in Section 3(a) hereof.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

     “Filing Deadline Date” has the meaning set forth in Section 2(a) hereof.

     “Holder” has the meaning set forth in the third paragraph of this Agreement.

     “Indenture” means the Indenture, dated as of May 11, 2004, between the Company and the Trustee, pursuant to which the Debentures are being issued.

     “Initial Purchasers” has the meaning set forth in the preamble hereto.

     “Initial Shelf Registration Statement” has the meaning set forth in Section 2(a) hereof.

     “Issue Date” means the first date of original issuance of the Debentures.

     “Liquidated Damages Amount” has the meaning set forth in Section 3(b) hereof.

     “Material Event” has the meaning set forth in Section 4(j) hereof.

     “Notice and Questionnaire” means a written notice and questionnaire delivered to the Company containing substantially the information called for by the Selling Securityholder Notice and Questionnaire attached as Annex A to the Offering Memorandum dated May 6, 2004 relating to the Debentures.

     “Notice Holder” means, on any date, any Holder that has delivered a Notice and Questionnaire to the Company on or prior to such date, so long as all of their Registrable Securities that have been registered for resale pursuant to a Notice and Questionnaire have not been sold in accordance with a Shelf Registration Statement.

     “Purchase Agreement” has the meaning set forth in the preamble hereof.

Page 4 of 23

     “Prospectus” means the prospectus included in any Shelf Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 415 promulgated under the Securities Act), as amended or supplemented by any amendment to the Registration Statement or prospectus supplement, including post-effective amendments to the Registration Statement, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such Prospectus.

     “Record Holder” means (i) with respect to any Damages Payment Date relating to any Debentures as to which any such Liquidated Damages Amount has accrued, the holder of record of such Debenture on the record date with respect to the interest payment date under the Indenture on which such Damages Payment Date shall occur and (ii) with respect to any Damages Payment Date relating to the Underlying Common Stock as to which any such Liquidated Damages Amount has accrued, the registered holder of such Underlying Common Stock fifteen (15) days prior to such Damages Payment Date.

     “Registrable Securities” means the Debentures until such Debentures have been converted into the Underlying Common Stock and, at all times the Underlying Common Stock and any securities of the Company into or for which such Underlying Common Stock has been converted, and any security issued with respect thereto upon any stock dividend, split or similar event until, in the case of any such security, the earliest of (x) the date on which such security has been effectively registered under the Securities Act and disposed of, whether or not in accordance with the Shelf Registration Statement and (y) the date that is two years after the later of (1) the original issuance of the Debentures and (2) the last date that the Company or any of its Affiliates was the owner of such Debentures (or any predecessor thereto), or such shorter period of time as permitted by Rule 144(k) under the Securities Act or any successor provisions thereunder.

     “Registration Expenses” has the meaning set forth in Section 6 hereof.

     “Registration Statement” means any registration statement of the Company that covers any of the Registrable Securities pursuant to the provisions of this Agreement including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such registration statement.

     “Rule 144” means Rule 144 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

     “Rule 144A” means Rule 144A under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

     “SEC” means the Securities and Exchange Commission.

     “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

     “Shelf Registration Statement” has the meaning set forth in Section 2(a) hereof.

Page 5 of 23

     “Subsequent Shelf Registration Statement” has the meaning set forth in Section 2(b) hereof.

     “Suspension Notice” has the meaning set forth in Section 4(j) hereof.

     “Suspension Period” has the meaning set forth in Section 4(j) hereof.

     “TIA” means the Trust Indenture Act of 1939, as amended.

     “Trustee” means SunTrust Bank, the Trustee under the Indenture.

     “Underlying Common Stock” means the Common Stock into which the Debentures are convertible or issued upon any such conversion.

     Section 2. Shelf Registration.

     (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the “Filing Deadline Date”) that is ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-1 or S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the reasonable methods of distribution elected by the Holders, approved by the Company, and set forth in the Initial Shelf Registration Statement. The Company shall use its best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the “Effectiveness Deadline Date”) that is two hundred ten (210) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date that is ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law.

     (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below) ceases to be effective for any reason at any time during the Effectiveness Period, the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a “Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration Statement is filed, the Company shall use its best efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after

Page 6 of 23

such filing and to keep such Subsequent Shelf Registration Statement continuously effective until the end of the Effectiveness Period.

     (c) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Initial Purchasers or by the Trustee on behalf of the Holders of the Registrable Securities covered by such Shelf Registration Statement.

     (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d) and Section 4(j). Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a completed and executed Notice and Questionnaire to the Company prior to any attempted or actual distribution of Registrable Securities under the Shelf Registration Statement; provided that Holders of Registrable Securities shall have at least twenty (20) Business Days from the date on which the Notice and Questionnaire is first sent to such Holders by the Company to complete and return the Notice and Questionnaire to the Company. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event within the later of (x) five (5) Business Days after such date or (y) five (5) Business Days after the expiration of any Suspension Period (1) in effect when the Notice and Questionnaire is delivered or (2) put into effect within five (5) Business Days of such delivery date, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or, if required by applicable law, prepare and file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is thirty (30) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder a reasonable number of copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, however, that notwithstanding the foregoing the Company shall not be required to take such actions set forth in clause (i) above until ninety (90) days after the date a prior Shelf Registration Statement filed pursuant to a request by Holders of Registrable Securities is declared effective; provided, that if such Notice and Questionnaire is delivered during a Suspension Period, or a Suspension Period is put into effect within five (5) Business Days after such delivery date, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above within five (5) Business Days after expiration of the Suspension Period in accordance with Section 4(j); provided further that if under applicable law, the Company has more than one option as to the type or manner of making any such filing, the Company shall make the required filing or filings

Page 7 of 23

in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Shelf Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of this Section 2(d) (whether or not such Holder was a Notice Holder at the time the Shelf Registration Statement was declared effective) shall be named as a selling securityholder in the Shelf Registration Statement or related Prospectus in accordance with the requirements of this Section 2(d).

     (e) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to cause any Shelf Registration Statement to be declared effective under the Securities Act at any time during which there exists a Material Event that would give rise to the issuance by the Company of a Suspension Notice if such Shelf Registration Statement had been declared effective under the Securities Act; provided, however, that the Company will remain subject to the liquidated damages provisions contained in Section 3 hereto.

     Section 3. Liquidated Damages.

     (a) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) the Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, (ii) the Initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline Date or (iii) the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) or usable for the offer and sale of Registrable Securities for a period of time (including any Suspension Period) which shall exceed forty-five (45) days in the aggregate in any three (3) month period or ninety (90) days in the aggregate in any twelve (12) month period (each of the events of a type described in any of the foregoing clauses (i) through (iii) are individually referred to herein as an “Event,” and the Filing Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the case of clause (ii), the date on which the duration of the ineffectiveness or unusability of the Initial Shelf Registration Statement or Subsequent Shelf Registration Statement in any period exceeds the number of days permitted by clause (iii) hereof in the case of clause (iii), being referred to herein as an “Event Date”). Events shall be deemed to continue until the following dates with respect to the respective types of Events: the date the Initial Shelf Registration Statement is filed in the case of an Event of the type described in clause (i), the date the Initial Shelf Registration Statement is declared effective under the Securities Act in the case of an Event of the type described in clause (ii), and the date the Initial Shelf Registration Statement or Subsequent Shelf Registration Statement becomes effective or usable again in the case of an Event of the type described in clause (iii).

     (b) Accordingly, commencing on (and including) any Event Date and ending on (but excluding) the next date on which there are no Events that have occurred and are continuing (a “Damages Accrual Period”), the Company agrees to pay, as liquidated damages and not as a penalty, an amount (the “Liquidated Damages Amount”) at the rate described below, payable

Page 8 of 23

periodically on each Damages Payment Date to Record Holders of Debentures that are Registrable Securities and of shares of Underlying Common Stock issued upon conversion of Debentures that are Registrable Securities, as the case may be, to the extent of, for each such Damages Payment Date, accrued and unpaid Liquidated Damages Amount to (but excluding) such Damages Payment Date (or, if the Damages Accrual Period shall have ended prior to such Damages Payment Date, the date of the end of the Damages Accrual Period); provided that any Liquidated Damages Amount accrued with respect to any Debenture or portion thereof called for redemption on a redemption date or converted into Underlying Common Stock on a conversion date prior to the Damages Payment Date, shall, in any such event, be paid instead to the Holder who submitted such Debenture or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversion). The Liquidated Damages Amount shall accrue at a rate per annum equal to one-quarter of one percent (0.25%) for the first 90-day period from the Event Date, and thereafter at a rate per annum equal to one-half of one percent (0.50%), of (i) the principal amount of such Debentures or, without duplication, (ii) in the case of Debentures that have been converted into Underlying Common Stock, the Applicable Conversion Price of such shares of Underlying Common Stock, as the case may be, in each case determined as of the Business Day immediately preceding the next Damages Payment Date on the basis of a 360-day year comprised of twelve 30-day months. Notwithstanding the foregoing, no Liquidated Damages Amounts shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. Following the cure of all Events requiring the payment by the Company of Liquidated Damages Amounts to the Holders of Registrable Securities pursuant to this Section, the accrual of Liquidated Damages Amounts shall cease (without in any way limiting the effect of any subsequent Event requiring the payment of Liquidated Damages Amount by the Company).

     (c) So long as Debentures remain outstanding, the Company shall notify the Trustee within two Business Days after each and every date on which an Event occurs in respect of which Liquidated Damages are required to be paid. Any amounts of Liquidated Damages due pursuant to Section 3(b) will be payable in cash semi-annually on each May 15 and November 15, commencing with the first such date occurring after any such Liquidated Damages commences to accrue, to Holders to whom regular interest is payable on such Damages Payment Date with respect to Debentures that are Registrable Securities and to Persons that are registered Holders 15 days prior to such Damages Payment Date with respect to Underlying Common Stock that are Registrable Securities.

     (d) The Trustee shall be entitled, on behalf of Holders of Debentures, to seek any available remedy for the enforcement of this Agreement, including for the payment of any Liquidated Damages Amount. Notwithstanding the foregoing, the parties agree that the sole damages payable for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages.

     (e) All of the Company’s obligations set forth in this Section 3 that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security

Page 9 of 23

shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 9(l).

     (f) The parties hereto agree that the liquidated damages provided for in this Section 3 constitute a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of the Shelf Registration Statement to be filed or declared effective or available for effecting resales of Registrable Securities in accordance with the provisions hereof.

     Section 4. Registration Procedures. In connection with the registration obligations of the Company under Section 2 hereof, the Company shall:

     (a) Prepare and file with the SEC a Shelf Registration Statement on Form S-1 or S-3 or any other appropriate form under the Securities Act available for the sale of the Registrable Securities by the Holders thereof in accordance with the intended method or methods of distribution thereof, and use its best efforts to cause each such Shelf Registration Statement to become effective and remain effective as provided herein; provided that before filing any Shelf Registration Statement or Prospectus or any amendments or supplements thereto with the SEC, the Company shall furnish to the Initial Purchasers and counsel for the Holders and for the Initial Purchasers (or, if applicable, separate counsel for the Holders) copies of all such documents proposed to be filed at least five (5) Business Days prior to such filing and use its best efforts to reflect in each such document when so filed with the SEC such comments as such counsel reasonably shall propose. The Company shall not file any Registration Statement or Prospectus or any amendments or supplements thereto if the Holders of a majority in Amount of Registrable Securities covered by such Registration Statement shall reasonably object.

     (b) Prepare and file with the SEC such amendments and post-effective amendments to each Shelf Registration Statement as may be necessary to keep such Shelf Registration Statement continuously effective until the expiration of the Effectiveness Period; cause the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and use its best efforts to comply with the provisions of the Securities Act applicable to it with respect to the disposition of all securities covered by such Shelf Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the sellers thereof set forth in such Shelf Registration Statement as so amended or such Prospectus as so supplemented. Subject to Section 3(a), the Company shall be deemed not to have used its best efforts to keep a Shelf Registration Statement effective during the Effectiveness Period if it voluntarily takes any action that would result in selling Holders of the Registrable Securities covered thereby not being able to sell such Registrable Securities during that period unless such action is required by applicable law or unless the Company complies with this Agreement, including without limitation the provisions of Section 4(j).

     (c) As promptly as practicable give notice to the Notice Holders, the Initial Purchasers and counsel for the Holders and for the Initial Purchasers (or, if applicable, separate counsel for the Holders) (i) when any Prospectus, Prospectus supplement, Shelf Registration Statement or post-effective amendment to a Shelf Registration Statement has been filed with the SEC and, with respect to a Shelf Registration Statement or any post-effective amendment, when the same

Page 10 of 23

has been declared effective, (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, by the SEC or any other federal or state governmental authority for amendments or supplements to any Shelf Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order or other order suspending the effectiveness of any Shelf Registration Statement or preventing or suspending the use of any preliminary prospectus or other Prospectus or the initiation or threatening of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) after the effective date of any Shelf Registration Statement filed pursuant to this Agreement of the occurrence of (but not the nature of or details concerning) a Material Event, (vi) of the happening of any event, the existence of any condition or any information becoming known that makes any statement made in a Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in or amendments or supplements to such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (vii) of the determination by the Company that a post-effective amendment to a Shelf Registration Statement will be filed with the SEC, which notice may, at the discretion of the Company (or as required pursuant to Section 4(j)), state that it constitutes a Suspension Notice, in which event the provisions of Section 4(j) shall apply.

     (d) Use its best efforts to prevent the issuance of, and, if issued, to obtain the withdrawal of any order suspending the effectiveness of a Shelf Registration Statement or preventing or suspending the use of a Prospectus or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment, and provide prompt notice to each Notice Holder and the Initial Purchasers of the withdrawal of any such order.

     (e) If requested by the Initial Purchasers or any Notice Holder, as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement such information as the Initial Purchasers, such Notice Holder or counsel for the Holders and for the Initial Purchasers (or, if applicable, separate counsel for the Holders) shall determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this Section 4(e) that, in the written opinion of counsel for the Company, are not in compliance with applicable law.

     (f) As promptly as practicable furnish to each Notice Holder, counsel for the Holders and for the Initial Purchasers (or, if applicable, separate counsel for the Holders) and the Initial Purchasers, without charge, at least one (1) conformed copy of the Shelf Registration Statement

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and any amendment thereto, including financial statements and schedules, but excluding all documents incorporated or deemed to be incorporated therein by reference and all exhibits (unless requested in writing to the Company by such Notice Holder, such counsel or the Initial Purchasers).

     (g) During the Effectiveness Period, deliver to each Notice Holder, counsel for the Holders and for the Initial Purchasers (or, if applicable, separate counsel for the Holders) and the Initial Purchasers, in connection with any sale of Registrable Securities pursuant to a Shelf Registration Statement, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder and the Initial Purchasers may reasonably request; and the Company hereby consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or supplement thereto by each Notice Holder, in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein.

     (h) Prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use its best efforts to register or qualify or cooperate with the Notice Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use its best efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder’s offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant Shelf Registration Statement and the related Prospectus; provided that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject.

     (i) Use its reasonable best efforts to cause the Registrable Securities covered by any Shelf Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be reasonably necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities, except as may be required solely as a consequence of the nature of such selling Holder’s business, in which case the Company will cooperate in all reasonable respects with the filing of such Registration Statement and the granting of such approvals.

     (j) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which any Shelf Registration Statement shall

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contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development (a “Material Event”) that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus (i) in the case of clause (B) or (C) above, subject to the next sentence, as promptly as practicable, prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that the Company may rely on information provided by each Notice Holder with respect to such Notice Holder), as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Shelf Registration Statement, subject to the next sentence, use its best efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice to the Notice Holders and counsel for the Holders and for the Initial Purchasers (or, if applicable, separate counsel for the Holders) that the availability of the Shelf Registration Statement is suspended (a “Suspension Notice”) and, upon receipt of any Suspension Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to such Shelf Registration Statement until such Notice Holder’s receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the reasonable judgment of the Company, the Shelf Registration Statement does not contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The period during which the availability of the Shelf Registration Statement and any Prospectus may be suspended (the “Suspension Period”) without the Company incurring any obligation to pay liquidated damages pursuant to Section 3 shall not exceed forty-five (45) days in any three (3) month period and ninety (90) days in any twelve (12) month period.

     (k) Make available for inspection during normal business hours by representatives for the Notice Holders of such Registrable Securities, and any broker-dealers, attorneys and accountants retained by such Notice Holders, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate

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officers, directors and employees of the Company and its subsidiaries to make available for inspection during normal business hours all relevant information reasonably requested by such representatives for the Notice Holders, or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar “due diligence” examinations; provided, however, that such persons shall, at the Company’s request, first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or the use of any Prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Company and such source is not bound by a confidentiality agreement or is not otherwise under a duty of trust to the Company, and provided that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 6.

     (l) Comply with all applicable rules and regulations of the SEC and make generally available to its securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of a Shelf Registration Statement, which statements shall cover said 12-month periods.

     (m) Cooperate with each Notice Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold pursuant to a Shelf Registration Statement, which certificates shall not bear any restrictive legends, and cause such Registrable Securities to be in such denominations as are permitted by the Indenture and registered in such names as such Notice Holder may request in writing at least (2) Business Days prior to any sale of such Registrable Securities.

     (n) Provide a CUSIP number for all Registrable Securities covered by each Shelf Registration Statement not later than the effective date of such Shelf Registration Statement and provide the Trustee and the transfer agent for the Common Stock with certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Company.

     (o) Cooperate and assist in any filings required to be made with the National Association of Securities Dealers, Inc..

     (p) Upon (i) the filing of the Initial Registration Statement and (ii) the effectiveness of the Initial Registration Statement, announce the same, in each case by release to Reuters Economic Services, Dow Jones Corporation and Bloomberg Business News.

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     (q) Enter into such customary agreements and take all such other necessary actions in connection therewith (including those requested by the holders of a majority of the Registrable Securities being sold) in order to expedite or facilitate disposition of such Registrable Securities.

     (r) Cause the Indenture to be qualified under the TIA not later than the effective date of any Shelf Registration Statement; and in connection therewith, cooperate with the Trustee to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and execute, and use its best efforts to cause the Trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner.

     Section 5. Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary in order to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.

     Section 6. Registration Expenses. The Company shall bear all fees and expenses incurred in connection with the performance by the Company of its obligations under this Agreement whether or not any of the Shelf Registration Statements are declared effective. Such fees and expenses (“Registration Expenses”) shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (x) with respect to filings required to be made with the National Association of Securities Dealers, Inc. and (y) of compliance with federal and state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel for the Holders in connection with Blue Sky qualifications of the Registrable Securities under the laws of such jurisdictions as the Notice Holders of a majority of the Registrable Securities being sold pursuant to a Shelf Registration Statement may designate), (ii) printing and word processing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company), (iii) duplication and mailing expenses relating to copies of any Shelf Registration Statement or Prospectus delivered to any Holders hereunder, (iv) messenger, telephone and delivery expenses, (v) other expenses relating to the distribution of all Registration Statements, securities sales agreements and any other documents necessary in

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order to comply with this Agreement, (vi) fees and disbursements of counsel for the Company and the fees and disbursements of one counsel for the Holders in connection with the Shelf Registration Statement or Subsequent Shelf Registration Statement (which counsel shall be Vinson & Elkins L.L.P. until another firm shall be designated pursuant to this Agreement), (vii) fees and disbursements of the Trustee and its counsel and of the registrar and transfer agent for the Common Stock and (viii) Securities Act liability insurance obtained by the Company in its sole discretion. In addition, the Company shall pay the internal expenses of the Company (including, without limitation, all salaries and expenses of officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing by the Company of the Registrable Securities on any securities exchange on which similar securities of the Company are then listed and the fees and expenses of any person, including special experts, retained by the Company.

     Section 7. Indemnification; Contribution.

     (a) The Company agrees to indemnify, defend and hold harmless each Holder and each person who controls any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each a “Holder Indemnified Party”), from and against any loss, damage, expense, liability, judgment or claim (including reasonable legal fees, investigation costs and other expenses) which such Holder Indemnified Party may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability, judgment or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, except insofar as any such loss, damage, expense, liability, judgment or claim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information furnished in writing by or on behalf of any Holder to the Company expressly for use therein.

     (b) Each Holder, severally and not jointly, agrees to indemnify, defend and hold harmless the Company, its directors and officers and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Company Indemnified Party”) to the same extent as the foregoing indemnity from the Company to each Holder Indemnified Party, but only insofar as such loss, damage, expense, liability, judgment or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in information furnished in writing by or on behalf of such Holder to the Company expressly for use in any Shelf Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged

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omission to state a material fact necessary in order to make the statements in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, in connection with such information. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation.

     (c) If any action, suit or proceeding (each, a “Proceeding”) is brought against any person in respect of which indemnity may be sought pursuant to either subsection (a) or (b) of this Section 7, such person (the “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the institution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; provided, however, that the omission to notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability which it may have to such Indemnified Party or otherwise. Such Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless the employment of such counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within 30 days of the receipt of notice thereof or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than one separate counsel in any one Proceeding or series of related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall not have reimbursed such Indemnified Party in accordance with such request prior to the date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least 30 days’ prior notice of its intention to settle. No Indemnifying Party shall, without the prior written consent of any Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional

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release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such Indemnified Party.

     (d) If the indemnification provided for in this Section 7 is unavailable to an Indemnified Party under subsections (a) and (b) of this Section 7 in respect of any losses, damages, expenses, liabilities, judgments or claims referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Holders on the other hand from the offering of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Holders on the other in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Holders on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities, judgments and claims referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding.

     (e) The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in subsection (d) above. Notwithstanding the provisions of this Section 7, no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by it were offered to the public exceeds the amount of any damages which it has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ respective obligations to contribute pursuant to this Section 7 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

     (f) The indemnity and contribution provisions contained in this Section 7 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or any person controlling any Holder, or the Company, or the Company’s officers or directors or any person controlling the Company and (iii) the sale of any Registrable Security by any Holder.

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     Section 8. Information Requirements.

     (a) The Company covenants that (i) it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act; and (ii) if at any time before the end of the Effectiveness Period it is not subject to the reporting requirements of the Exchange Act, it will cooperate with any Holder of Registrable Securities to make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act and take such further action as any Holder of Registrable Securities may reasonably request in writing (including, without limitation, making such representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144, Rule 144A and Regulation S under the Securities Act and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements, unless such a statement has been included in the Company’s most recent report filed with the SEC pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to require the Company to register any of its securities (other than the Common Stock) under any section of the Exchange Act.

     (b) The Company shall comply with all requirements set forth in the instructions to Form S-1 or Form S-3, as the case may be, in order to allow the Company to be eligible to file registration statements on Form S-1 or Form S-3.

     Section 9. Miscellaneous.

     (a) No Conflicting Agreements. The Company is not, as of the date hereof, a party to, nor shall it, on or after the date of this Agreement, enter into, any agreement with respect to its securities that conflicts with the rights granted to the Holders of Registrable Securities in this Agreement. The Company represents and warrants that the rights granted to the Holders of Registrable Securities hereunder do not in any way conflict with the rights granted to the holders of the Company’s securities under any other agreements.

     (b) Adjustments Affecting Registrable Securities. The Company shall not, directly or indirectly, take any action with respect to the Registrable Securities as a class that would adversely affect the ability of the Holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement.

     (c) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of Holders of a majority of the then outstanding Underlying Common Stock constituting Registrable Securities (with Holders of Debentures deemed to be the Holders, for purposes of this Section, of the number of outstanding shares of Underlying Common Stock into which such Debentures are or would be convertible as of the date on which such consent is requested). Notwithstanding the foregoing, a waiver or consent to depart from the provisions

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hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Securities whose securities are being sold pursuant to a Shelf Registration Statement and that does not directly or indirectly affect the rights of other Holders of Registrable Securities may be given by Holders of at least a majority of the Registrable Securities being sold by such Holders pursuant to such Shelf Registration Statement; provided that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence. Each Holder of Registrable Securities outstanding at the time of any such amendment, modification, supplement, waiver or consent or thereafter shall be bound by any such amendment, modification, supplement, waiver or consent effected pursuant to this Section 9(c), whether or not any notice, writing or marking indicating such amendment, modification, supplement, waiver or consent appears on the Registrable Securities or is delivered to such Holder. Each Holder may waive compliance with respect to any obligation of the Company under this Agreement as it may apply to or be enforced by such particular Holder.

     (d) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, by telecopier, by courier guaranteeing overnight delivery or by first-class mail, return receipt requested, and shall be deemed given (i) when made, if made by hand delivery, (ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day after being deposited with such courier, if made by overnight courier or (iv) on the date indicated on the notice of receipt, if made by first-class mail, to the parties as follows:

     (x) if to a Holder of Registrable Securities, at the most current address given by such Holder to the Company in a Notice and Questionnaire or any amendment thereto;

     (y) if to the Company, to:

Cooper Cameron Corporation

1333 West Loop South, Suite 1700

Houston, Texas 77027

Attention: William C. Lemmer

Telecopy No.: (713) 513-3456

with a copy to:

Porter & Hedges, L.L.P.

700 Louisiana Street, Suite 3500

Houston, Texas 77002

Attention: Sam Allen

Telecopy No.: (713) 226-0235

     (z) if to the Initial Purchasers, to:

UBS Securities LLC

299 Park Avenue

New York, New York 10171

Attention: Syndicate Department

Telecopy No.: (212) 821-4998

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with a copy to (for informational purposes only):

c/o UBS Securities LLC

677 Washington Boulevard

Stamford, Connecticut 06901

Attention: Legal Department

Telecopy No.: (203) 719-0683

to:

Citigroup Global Markets Inc.

388 Greenwich Street, 32nd Floor

New York, New York 10013

Attention: Legal Department

Telecopy No.: (212) 816-7912

and to:

Banc One Capital Markets, Inc.

1 Bank One Plaza

IL1-0868

Chicago, Illinois 60670

Attention: Legal Department

Telecopy No.: (312) 732-3331

with a copy to:

Vinson & Elkins L.L.P.

2300 First City Tower

1001 Fannin

Houston, Texas 77002

Attention: T. Mark Kelly, Esq.

Telecopy No.: (713) 615-5531

or to such other address as such person may have furnished to the other persons identified in this Section 9(d) in writing in accordance herewith.

     (e) Approval of Holders. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) (other than the Initial Purchasers or subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be such affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

Page 21 of 23

     (f) Successors and Assigns. Any person who purchases any Registrable Securities from the Initial Purchasers or any Holder shall be deemed, for purposes of this Agreement, to be an assignee of the Initial Purchasers or such Holder, as the case may be. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties and shall inure to the benefit of and be binding upon each Holder of any Registrable Securities.

     (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be original and all of which taken together shall constitute one and the same agreement.

     (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

     (j) Severability. If any term, provision, covenant or restriction of this Agreement is held to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

     (k) Entire Agreement. This Agreement, together with the Purchase Agreement, the Debentures and the Indenture, is intended by the parties as a final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and the registration rights granted by the Company with respect to the Registrable Securities. Except as provided in the Purchase Agreement, there are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the registration rights granted by the Company with respect to the Registrable Securities. This Agreement supersedes all prior agreements and undertakings among the parties with respect to such registration rights. No party hereto shall have any rights, duties or obligations with respect to such registration rights other than those specifically set forth in this Agreement.

     (l) Termination. This Agreement and the obligations of the parties hereunder shall terminate upon the end of the Effectiveness Period, except for any liabilities or obligations under Section 5, 6 or 7 hereof and the obligations to make payments of and provide for liquidated damages under Section 3(b) hereof to the extent such damages accrue prior to the end of the Effectiveness Period, each of which shall remain in effect in accordance with its terms.

Page 22 of 23

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

COOPER CAMERON CORPORATION
By:	/s/ MICHAEL JENNINGS
	Name:	Michael Jennings
	Title:	Vice President and Treasurer

Confirmed and accepted as of the date first above written on behalf of itself and the other several Initial Purchasers:
UBS SECURITIES LLC
By:	/s/ MICHAEL JAMIESON
	Name:	Michael Jamieson
	Title:	Executive Director
By:	/s/ SAM PITTS
	Name:	Sam Pitts
	Title:	Director
CITIGROUP GLOBAL MARKETS INC.
By:	/s/ QUINN P. FANNING
	Name:	Quinn P. Fanning
	Title:	Director
BANC ONE CAPITAL MARKETS, INC.
By:	/s/ MICHAEL HARRIS
	Name:	Michael Harris
	Title:	Managing Director

Page 23 of 23

EX-5.1

Exhibit 5.1

PORTER & HEDGES, L.L.P.
ATTORNEYS AND COUNSELORS AT LAW
700 LOUISIANA, 35TH FLOOR
HOUSTON, TEXAS 77002-2764	MAILING ADDRESS:
TELECOPIER (713) 228-1331	P.O. BOX 4744
TELEPHONE (713) 226-0600	HOUSTON, TX 77210-4744

June 18, 2004

Cooper Cameron Corporation
1333 West Loop South, Suite 1700
Houston, Texas 77027

Ladies and Gentlemen:

     We have acted as counsel to Cooper Cameron Corporation, a Delaware corporation (the “Company”), in connection with the registration statement on Form S-3 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to (i) $238,000,000 aggregate principal amount of 1.50% Convertible Senior Debentures Due 2024 (the “Notes”) issued pursuant to an Indenture dated as of May 11, 2004 (the “Indenture”) among the Company and SunTrust Bank, as trustee (the “Trustee”), and (ii) such indeterminate number of shares of common stock, which shall initially be 3,477,596 shares, par value $0.01 per share, of the Company issuable upon conversion of the Notes (the “Conversion Shares”), at a conversion rate of approximately 14.4857 shares per $1,000 principal amount of Notes, subject to adjustment in certain circumstances. The Notes and Conversion Shares may be sold by the selling securityholders specified from time to time pursuant to Rule 415 of the Act in the Registration Statement and the prospectus forming a part thereof.

      We have examined those records, statutes and documents as we have deemed necessary, including but not limited to (i) the Certificate of Incorporation and Bylaws of the Company, each as amended to date, (ii) the corporate proceedings of the Company, and (iii) the Indenture.

     As to certain questions of fact material to our opinions that we have not independently established, we have relied upon certificates from officers of the Company and upon certificates of public officials.

     In rendering the following opinions, we have assumed (i) all information contained in all documents reviewed by us is true and correct, (ii) the genuineness of all signatures on all documents reviewed by us, (iii) the authenticity and completeness of all documents submitted to us as originals, (iv) the conformity to authentic originals of all documents submitted to us as certified or photostatic copies, (v) each natural person signing any document reviewed by us had the legal capacity to do so, (vi) the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes the legal, valid and binding obligation of the Trustee and (vii) the Notes have been duly authenticated by the Trustee.

Page 2

     Based on the foregoing, and subject to the assumptions, exceptions and qualifications stated below, we are of the opinion that:

1.	The Notes constitute the legal, valid and binding obligations of the Company.
2.	The Conversion Shares have been duly authorized and reserved for issuance and, when the Conversion Shares are issued and delivered upon conversion of the Notes in accordance with the terms of the Notes and the Indenture, the Conversion Shares will be validly issued, fully paid and non-assessable.

     The opinions expressed above are subject in all respects to the following assumptions, exceptions and qualifications:

     a. The enforceability of the Notes may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting enforcement of creditors rights generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). Such principles of equity include, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and also to the possible unavailability of specific performance or injunctive relief.

     b. We note that the Notes by their terms are governed by the laws of the State of New York. Our opinion is limited in all respects to the laws of the State of Delaware and applicable federal law of the United States of America, and we express no opinion with respect to the laws of the State of New York. In rendering the opinions contained herein, we have assumed with your permission that the internal laws of the State of New York are the same as the internal laws of the State of Delaware.

     We consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus included as a part of the Registration Statement. In giving this consent, we do not admit that this firm is in the category of persons whose consent is required under Section 7 of the Securities Act of the rules and regulations of the Commission promulgated thereunder.

     This opinion is rendered on the date hereof and we disclaim any duty to advise you regarding any changes in the matters addressed herein.

Very truly yours,

/s/ PORTER & HEDGES, L.L.P.

PORTER & HEDGES, L.L.P.

EX-12.1

EXHIBIT 12.1

COOPER CAMERON CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Amounts in millions of dollars)

	Years ended December 31,
	1999		2000			2001			2002			2003			3/31/2004
Pre-tax income from continuing operations	$	70.9	$	43.8		$	142.6		$	85.1		$	77.6		$	24.3
Equity adjustments:
Deduct undistributed income of less than 50% owned entities		—		(0.2	)		—			—			(0.2	)		(0.2	)
Amortization of capitalized interest		0.2		0.2			0.2			0.2			0.2			0.1
Less interest capitalized during the period		—		—			(1.8	)		(0.4	)		—			—
Fixed charges:
Interest, including amortization of debt issuance costs and original issue discount		27.8		18.0			15.3			8.4			8.2			2.4
Interest portion of rental expense (1)		8.0		6.5			7.0			3.5			5.2			1.3
Total fixed charges		35.8		24.5			22.3			11.9			13.4			3.7
Earnings before income taxes and fixed charges	$	106.9	$	68.3		$	163.3		$	96.8		$	91.0		$	27.9
Ratio of earnings to fixed charges		3.0		2.8			7.3			8.1			6.8			7.5

(1) The portion of rent included in the calculation is believed to be a reasonable approximation of the interest factor.

EX-23.2

Exhibit 23.2

Consent of Independent Auditors

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3) and related Prospectus of Cooper Cameron Corporation for the registration of $238,000,000 of convertible senior debentures due 2024 and to the incorporation by reference therein of our reports dated January 27, 2004, with respect to the consolidated financial statements of Cooper Cameron Corporation incorporated by reference in its Annual Report (Form 10-K/A) for the year ended December 31, 2003 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission.

Houston, Texas
June 17, 2004

EX-25.1

Exhibit 25.1

Registration No. 333-       

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)

SUNTRUST BANK

(Exact name of trustee as specified in its charter)

303 Peachtree Street, N.E.
30th Floor
Atlanta, Georgia	30308	58-0466330
(Address of principal executive offices)	(Zip Code)	(I.R.S. employer identification number)

JACK ELLERIN
SunTrust Bank
25 Park Place, N.E.
24th Floor
Atlanta, Georgia 30303-2900
404-588-7296
(Name, address and telephone number of agent for service)

COOPER CAMERON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction	76-0451843
of incorporation or organization)	(IRS employer identification no.)
1333 West Loop South
Suite 1700	77027
Houston, Texas	(Zip Code)

1.50% Convertible Senior Debentures Due 2024
(Title of the indenture securities)

1. General information.

Furnish the following information as to the trustee—

Name and address of each examining or supervising authority to which it is subject.

Department of Banking and Finance,
State of Georgia
2990 Brandywine Road, Suite 200
Atlanta, Georgia 30341-5565

Federal Reserve Bank of Atlanta
1000 Peachtree Street, N.E.
Atlanta, Georgia 30309-4470

Federal Deposit Insurance Corporation
550 17th Street, N.W.
Washington, D.C. 20429-9990

Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with obligor.

     If the obligor is an affiliate of the trustee, describe each such affiliation.

     None.

3-12. No responses are included for Items 3 through and including 12. Responses to those Items are not required because, as provided in General Instruction B and as set forth in Item 13(b) below, the Obligor is not in default with respect to any securities issued pursuant to any indenture under which SunTrust Bank is trustee.

13. Defaults by the Obligor.

(a) State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default.

     There is not and has not been any default under this indenture

(b) If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is a trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default.

     There has not been any such default.

14-15. No responses are included for Items 14 and 15. Responses to those Items are not required because, as provided in General Instruction B and as set forth in Item 13(b) above, the Obligor is not in default with respect to any securities issued pursuant to any indenture under which SunTrust Bank is trustee.

16. List of Exhibits.

List below all exhibits filed as a part of this statement of eligibility; exhibits identified in parentheses are filed with the Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended, and Rule 24 of the Commission’s Rules of Practice.

(1) A copy of the Articles of Amendment and Restated Articles of Incorporation of the trustee as now in effect (Exhibit 1 to Form T-1, Registration No. 333-104621 filed by AMVESCAP PLC).

(2) A copy of the certificate of authority of the trustee to commence business (Exhibit 2 to Form T-1, Registration No. 333-32106 filed by Sabre Holdings Corporation).

(3) A copy of the authorization of the trustee to exercise corporate trust powers (Exhibits 2 and 3 to Form T-1, Registration No. 333-32106 filed by Sabre Holdings Corporation).

(4) A copy of the existing by-laws of the trustee (as amended and restated August 13, 2002) (Exhibit 4 to Form T-1, Registration No. 333-104621 filed by AMVESCAP PLC).

(5) Not applicable.

(6) The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939.

(7) A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority as of the close of business on March 31, 2004.

(8) Not applicable.

(9) Not applicable.

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, SunTrust Bank, a banking corporation organized and existing under the laws of the State of Georgia, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta and the State of Georgia, on the    day of    , 2004.

SUNTRUST BANK
By:	/s/ Jack Ellerin
	Jack Ellerin
	Assistant Vice President

EXHIBIT 6 TO FORM T-1

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939 in connection with the proposed issuance of 1.50% Convertible Senior Debentures Due 2024 of Cooper Cameron Corporation, SunTrust Bank hereby consents that reports of examinations by Federal, State, Territorial or District Authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

SUNTRUST BANK
By:	/s/ Jack Ellerin
	Jack Ellerin
	Assistant Vice President

EXHIBIT 7 TO FORM T-1

REPORT OF CONDITION
(ATTACHED)

SUNTRUST BANK	FFIEC 031
Legal Title of Bank	RC-1
ATLANTA		12
City
GA          30302
State    Zip Code

FDIC Certificate Number — 00867

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 2004

All schedules are to be reported in thousands of dollars. Unless otherwise indicated,
report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet

		Dollar Amounts in
		Thousands			RCFD		Bil/Mil/Thou
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
	a. Noninterest-bearing balances and currency and coin (1)					0081		3,585,977	1.a
	b. Interest-bearing balances (2)					0071		21,777	1.b
2. Securities:
	a. Held-to-maturity securities (from Schedule RC-B, column A)					1754		0	2.a
	b. Available-for-sale securities (from Schedule RC-B, column D)					1773		23,533,904	2.b
3. Federal funds sold and securities purchased under agreements to resell:					RCON
	a. Federal funds sold in domestic offices					B987		244,400	3.a
					RCFD
	b. Securities purchased under agreements to resell (3)					B989		4,102,945	3.b
4. Loans and lease financing receivables (from Schedule RC-C):
	a. Loans and leases held for sale					5369		5,852,118	4.a
	b. Loans and leases, net of unearned income		B528	79,202,848					4.b
	c. LESS: Allowance for loan and lease losses		3123	936,427					4.c
	d. Loans and leases, net of unearned income and allowance
	(item 4.b minus 4.c)					B529		78,266,421	4.d
5. Trading assets (from Schedule RC-D)						3545		1,599,086	5
6. Premises and fixed assets (including capitalized leases)						2145		1,380,720	6
7. Other real estate owned (from Schedule RC-M)						2150		26,208	7
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)						2130		0	8
9. Customers’ liability to this bank on acceptances outstanding						2155		48,102	9
10. Intangible assets:
	a. Goodwill					3163		885,190	10.a
	b. Other intangible assets (from Schedule RC-M)					0426		620,763	10.b
11. Other assets (from Schedule RC-F)						2160		4,130,457	11
12. Total assets (sum of items 1 through 11)						2170		124,298,068	12

(1)	Includes cash items in process of collection and unposted debits.
(2)	Includes time certificates of deposit not held for trading.
(3)	Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

SUNTRUST BANK	FFIEC 031
Legal Title of Bank	RC-2
	13

FDIC Certificate Number — 00867

Schedule RC—Continued

		Dollar Amounts
		in Thousands			RCFD		Bil/Mil/Thou
LIABILITIES
13.	Deposits:
	a. In domestic offices (sum of totals of columns A and C from Schedule RC-E part I)					RCON 2200		76,375,267	13.a
	(1) Noninterest-bearing (1)		6631	11,546,610					13.a.1
	(2) Interest-bearing		6636	64,828,657					13.a.2
	b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II)					RCFN 2200		4,852,124	13.b
	(1) Noninterest-bearing		6631	0					13.b.1
	(2) Interest-bearing		6636	4,852,124					13.b.2
14.	Federal funds purchased and securities sold under agreements to repurchase:
	a. Federal funds purchased in domestic offices (2)					RCON B993		3,767,561	14.a
	b. Securities sold under agreements to repurchase (3)					RCFD B995		10,086,677	14.b
15.	Trading liabilities (from Schedule RC-D)					3548		1,021,144	15
16.	Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)					3190		11,931,227	16
17.	Not Applicable
18.	Bank’s liability on acceptances executed and outstanding					2920		48,102	18
19.	Subordinated notes and debentures(4)					3200		2,149,348	19
20.	Other liabilities (from Schedule RC-G)					2930		2,903,310	20
21.	Total liabilities (sum of items 13 through 20)					2948		113,134,760	21
22.	Minority interest in consolidated subsidiaries					3000		967,642	22
EQUITY CAPITAL
23.	Perpetual preferred stock and related surplus					3838		0	23
24.	Common stock					3230		21,600	24
25.	Surplus (exclude all surplus related to preferred stock)					3839		3,245,229	25
26.	a. Retained earnings					3632		5,893,604	26.a
	b. Accumulated other comprehensive income (5)					B530		1,035,233	26.b
27.	Other equity capital components (6)					A130		0	27
28.	Total equity capital (sum of items 23 through 27)					3210		10,195,666	28
29.	Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)					3300		124,298,068	29
Memorandum
To be reported only with the March Report of Condition.
1.	Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2003					RCFD 6724		Number 1	M. 1

1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank

2 = Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)

3 = Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm

4 = Director’s examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)

5 = Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)

6 = Review of the bank’s financial statements by external auditors

7 = Compilation of the bank’s financial statements by external auditors

8 = Other audit procedures (excluding tax preparation work)

9 = No external audit work

(1)	Includes total demand deposits and noninterest-bearing time and savings deposits.
(2)	Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “other borrowed money.”
(3)	Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.
(4)	Includes limited-life preferred stock and related surplus.
(5)	Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.
(6)	Includes treasury stock and unearned Employee Stock Ownership Plan shares.