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EXHIBIT 99.2
STOCKHOLDER AGREEMENT
May 14, 1997
Dreco Energy Services Ltd.
#1340 Xxxxx Centre
0000 Xxxxxxx Xxxxx Xxxxx
Xxxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Attention: President
Reference is made to the Combination Agreement by and between National-Oilwell,
Inc. ("NOI") and Dreco Energy Services Ltd. ("Dreco") dated as of May 14, 1997
(the "Agreement") and the other transactions, including, without limitation,
the restatement of NOI's charter, contemplated by the Agreement (the
"Contemplated Transactions"), providing for the combination of NOI and Dreco.
As an inducement to, and in consideration of, Dreco's entering into the
Agreement, the undersigned covenants and agrees as follows:
(i) At any meeting of the stockholders of NOI at which either the
approval of the Agreement or of the Contemplated Transactions or
both are to be voted upon, the undersigned will vote any voting
securities of NOI over which the undersigned has voting authority
in favor of the approval of the Agreement of the Contemplated
Transactions unless the Board of Directors of NOI is
recommending, at the time of such meeting, that stockholders of
NOI vote against such approval.
(ii) Until the Closing (as defined in the Agreement) or the
termination of the Agreement, the undersigned will not sell,
contract to sell or otherwise dispose of any voting securities of
NOI over which the undersigned has dispositive authority.
Very Truly Yours,
DPI Oil Service Partners Limited Partnership
By Inverness/Phoenix L.L.C., its general partner
By: /s/ X. XxXxxx Dunwoody
Name: X. XxXxxx Dunwoody
Title: President
DPI Partners II
By Inverness/Phoenix L.L.C., its general partner
By: /s/ X. XxXxxx Dunwoody
Name: X. XxXxxx Dunwoody
Title: President
