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EXHIBIT 4.1
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CAMCO INTERNATIONAL INC.
and
FIRST CHICAGO TRUST COMPANY OF NEW YORK
SECOND AMENDMENT TO
RIGHTS AGREEMENT
June 18, 1998
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SECOND AMENDMENT TO
RIGHTS AGREEMENT
THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (this "Second Amendment") is
entered into effective as of June 18, 1998 by and between Camco International,
Inc., a Delaware corporation (the "Company"), and First Chicago Trust Company
of New York (the "Rights Agent").
W I T N E S S E T H :
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement dated as of December 15, 1994 (the "Rights Agreement");
WHEREAS, the Company and the Rights Agent are parties to a First
Amendment to Rights Agreement dated as of October 21, 1997 (the "First
Amendment to Rights Agreement");
WHEREAS, the Board of Directors of the Company deems it advisable that
the Rights Agreement be amended to adjust the definition of Acquiring Person in
the Rights Agreement; and
WHEREAS, the Company and the Rights Agent desire to further amend the
Rights Agreement, pursuant to Section 27 of the Rights Agreement, as
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and other good and
sufficient consideration, the parties hereto hereby agree as follows:
1. Section 1(a) of the Rights Agreement is hereby amended to read
in its entirety as follows: "(a) "Acquiring Person" shall mean any Person (as
such term is hereinafter defined) who or which, together with all Affiliates
and Associates (as such terms are hereinafter defined) of such Person, shall be
the Beneficial Owner (as such term is hereinafter defined) of 15% or more of
the Common Shares then outstanding, but shall not include the Company, any
wholly-owned Subsidiary (as such term is hereinafter defined) of the Company,
any employee benefit plan of the Company or of any Subsidiary of the Company,
or any Person holding Common Shares for or pursuant to the terms of any such
plan to the extent, and only to the extent, of the Common Shares so held.
Notwithstanding the foregoing, no Person shall become an "Acquiring Person" as
the result of an acquisition of Common Shares by the Company which, by reducing
the number of shares outstanding, increases the proportionate number of shares
beneficially owned by such Person to 15% or more of the Common Shares then
outstanding; provided, however, that if a Person becomes the Beneficial Owner
of 15% or more of the Common Shares then outstanding by reason of share
acquisitions by the Company and shall, after such share acquisitions by the
Company, become the Beneficial Owner of any additional Common Shares, then such
Person shall be deemed to be an "Acquiring Person". Notwithstanding the
foregoing, neither Schlumberger Limited nor any of its Subsidiaries shall be
deemed to be an "Acquiring Person" because of (i) the execution and delivery of
that certain Transaction Agreement between Schlumberger Limited and Camco
International Inc. dated as of June 18, 1998, (ii) the consummation of any of
the transactions contemplated thereby, (iii) the
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conversion of shares of Camco International Inc. Common Stock into the right to
receive Schlumberger Limited Common Stock as described therein or (iv) the
execution of consummation of the merger as contemplated by that certain
Agreement and Plan of Merger among Schlumberger Technology Corporation,
Schlumberger OFS, Inc. and Camco International Inc. dated as of June 18, 1998
and the consummation of the merger as contemplated thereby."
2. Each reference to the Rights Agreement in the Rights Agreement
shall, unless the context otherwise requires, mean the Rights Agreement as
amended by the First Amendment to Rights Agreement and this Second Amendment to
Rights Agreement.
3. The Rights Agreement, as amended hereby, is in all respects
ratified, approved and confirmed.
4. This Second Amendment to Rights Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware without
regard to any principles of conflicts of law that, if applied, might require or
permit the application of the laws of a different jurisdiction.
5. The provisions of this Second Amendment to Rights Agreement
shall become effective upon the execution and delivery hereof by all parties
hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Rights
Agreement Amendment to be duly executed and attested, all as of the day and
year first above written.
Attest: CAMCO INTERNATIONAL INC.
By /s/ Xxxxxx X. Xxxxxxx By /s/ X. X. Xxxxx
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Attest: FIRST CHICAGO TRUST COMPANY OF
NEW YORK
By /s/ Xxxxxxx X. Xxxxx By /s/ Xxxxxx Xxxxxxxxxx
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