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EXHIBIT 99.4
SHAREHOLDER AGREEMENT
May 14, 1997
National-Oilwell, Inc.
0000 Xxx Xxxxxx
X.X. Xxx 0000
Xxxxxxx, Xxxxx 00000
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"), the other transactions contemplated by the Agreement (the
"Contemplated Transactions") and the arrangement (the "Arrangement") under Part
15 of the Business Corporations Act (Alberta) substantially in the form of
Exhibit A to the Agreement, all providing for the combination of NOI and Dreco.
As an inducement to, and in consideration of, NOI's entering into the
Agreement, the undersigned covenants and agrees as follows:
(i) At any meeting of the shareholders of Dreco at which either the
approval of the Arrangement or of the Contemplated Transactions
or both are to be voted upon, the undersigned will vote any
voting securities (the "Securities") of Dreco over which the
undersigned has voting authority in favor of the approval of the
Arrangement and of the Contemplated Transactions unless the Board
of Directors of Dreco is recommending, at the time of such
meeting, that shareholders of Dreco vote against such approval in
view of the pendency of a Superior Proposal (as defined in the
Agreement).
(ii) Until the Closing (as defined in the Agreement) or the
termination of the Agreement, the undersigned will not directly
or indirectly (a) solicit, initiate or encourage (including by
way of furnishing information) or take any other action to
facilitate any inquiries or the making of any proposal which
constitutes or may reasonably be expected to lead to an
Acquisition Proposal (as defined in the Agreement) from any
person or (b) engage in any discussion or negotiations relating
thereto or accept any Acquisition Proposal; provided that the
foregoing clause (b) shall not prohibit the undersigned, a
director of Dreco, from acting (subject to the Agreement) solely
in his capacity as a director of Dreco.
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(iii) 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
Dreco over which the undersigned has dispositive authority.
Very Truly Yours,
/s/ XXXXXXXXX X. XXXXXXX
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Xxxxxxxxx X. Xxxxxxx
