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POOL ENERGY SERVICES CO.
AND
THE FIRST NATIONAL BANK OF BOSTON
AS RIGHTS AGENT
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FIRST AMENDMENT TO
RIGHTS AGREEMENT
Dated as of January 10, 1999
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FORM OF FIRST AMENDMENT TO
RIGHTS AGREEMENT
This First Amendment to Rights Agreement dated as of January 10, 1999, by
and between Pool Energy Services Co., a Texas corporation (the "Company"), and
The First National Bank of Boston, a national banking institution (the "Rights
Agent").
The Board of Directors of the Company has authorized the execution and
delivery by the Company of an Agreement and Plan of Merger to be dated as of
January 10, 1999, by and among Xxxxxx Industries, Inc., a Delaware corporation
("Nabors"), Starry Acquisition Corp., a Texas corporation and a wholly-owned
subsidiary of Nabors, and the Company, and in connection therewith the Board has
determined in good faith that certain amendments set forth below to the Rights
Agreement dated as of June 7, 1994, between the Company and the Rights Agent
(the "Rights Agreement") are desirable and, pursuant to Section 27 of the Rights
Agreement, has duly authorized such amendments to the Rights Agreement. A duly
authorized officer of the Company has executed and delivered this First
Amendment to Rights Agreement (the "Amendment").
Accordingly, for good and valuable consideration, the parties hereby agree
as follows:
Section 1. Certain Definitions. For purposes of this Amendment, terms which
are capitalized but not defined herein and which are defined in the Rights
Agreement shall have the meanings ascribed to them in the Rights Agreement.
Section 2. Amendment to Section 1 of the Rights Agreement. Section 1 of the
Rights Agreement is hereby amended to add the following definitions:
"Merger" shall mean the merger of Starry Acquisition Corp., a Texas
corporation and a wholly owned subsidiary of Nabors, with and into the
Company pursuant to the Merger Agreement.
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"Merger Agreement" shall mean the Agreement and Plan of Merger dated
as of January 10, 1999, among Nabors, Starry Acquisition Corp. and the
Company, as the same may be amended from time to time in accordance with
its terms.
"Nabors" shall mean Xxxxxx Industries, Inc., a Delaware corporation.
Section 1 of the Rights Agreement is further amended to provide that the
definition of "Expiration Date" shall read in its entirety as follows.
"Expiration Date" shall mean the earliest of (i) the Final Expiration
Date, (ii) the time at which the Rights are redeemed as provided in Section
23 hereof, (iii) the time at which the Rights expire pursuant to Section
13(d) hereof, (iv) the time at which all Rights then outstanding and
exercisable are exchanged pursuant to Section 24 hereof, and (v) the time
which is immediately prior to the Effective Time of the Merger (as defined
in the Merger Agreement).
Section 3. Addition of Section 35 of Rights Agreement. The Rights Agreement
is hereby amended to add thereto Section 35, which provides as follows:
Section 35. The Merger Agreement. Notwithstanding anything in this
Agreement to the contrary, no Distribution Date, Share Acquisition Date,
Triggering Event, Flip-In Event or Flip-Over Event shall be deemed to have
occurred, neither Nabors, Starry Acquisition Corp. nor any of their
Affiliates shall be deemed to have become an Acquiring Person, and no
holder of Rights shall be entitled to exercise such Rights under, or be
entitled to any rights pursuant to Sections 7(a), 11(a) or 13(a) of this
Rights Agreement, in each case by reason of (a) the approval, execution or
delivery of the Merger Agreement or (b) consummation of any of the
transactions contemplated thereby, including, without limitation, the
Merger.
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Section 4. Effectiveness. This Amendment shall be deemed effective as of
January 10, 1999 as if executed by both parties on such date. Except as
expressly amended by this Amendment, the Rights Agreement shall remain in full
force and effect.
Section 5. Governing Law. This Amendment shall be deemed to be a contract
made under the laws of the State of Texas and for all purposes shall be
governed by and construed and enforced in accordance with the laws of such
State applicable to contracts to be made and performed entirely within such
State.
Section 6. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
Section 7. Severability. If any term, provision, covenant or restriction
of this Amendment is held by a court of competent jurisdiction or other
authority to be invalid, illegal or unenforceable, then the remainder of the
terms, provisions, covenants or restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
Section 8. Descriptive Headings. Descriptive headings of the several
Sections of this Amendment are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed all as of the day and year first above written.
POOL ENERGY SERVICES CO.
Attest. By:
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Authorized Officer
(seal)
THE FIRST NATIONAL BANK OF
BOSTON, Rights Agent
By:
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Authorized Officer
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