0001193125-04-139202 Sample Contracts

RIGHTS AGREEMENT AMENDMENT NO. 1
Rights Agreement • August 12th, 2004 • Varco International Inc /De/ • Oil & gas field services, nec • New York

This Rights Agreement Amendment No. 1 (this “Amendment”), dated as of August 11, 2004, to the Rights Agreement, dated as of November 29, 2000 (the “Rights Agreement”), is between VARCO INTERNATIONAL, INC., a Delaware corporation (the “Company”), and MELLON INVESTOR SERVICES LLC (formerly CHASEMELLON SHAREHOLDER SERVICES, L.L.C.) (the “Rights Agent”).

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AGREEMENT AND PLAN OF MERGER between National-Oilwell, Inc. and Varco International, Inc. August 11, 2004
Merger Agreement • August 12th, 2004 • Varco International Inc /De/ • Oil & gas field services, nec • Delaware

AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of August 11, 2004, by and between National-Oilwell, Inc., a Delaware corporation (“Parent”), and Varco International, Inc., a Delaware corporation (the “Company”).

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