Fourth Restated Articles of Incorporation of the Company


 EXHIBIT 4.1 
  

LUFKIN INDUSTRIES, INC. 
  
 FOURTH RESTATED ARTICLES OF INCORPORATION 
  
 ARTICLE ONE 
  
 Lufkin Industries, Inc., a Texas corporation (the “Corporation”), pursuant to the provisions of Article 4.07 of the Texas Business Corporation
Act, hereby adopts these Fourth Restated Articles of Incorporation which accurately copy the Third Restated Articles of Incorporation and all amendments thereto that are in effect to date and as further amended by such Fourth Restated Articles of
Incorporation as hereinafter set forth and which contain no other change in any provision thereof. 
  
 ARTICLE TWO 
  
 The Third Restated Articles of Incorporation of the Corporation are amended by the Fourth Restated Articles of Incorporation as follows: 
  
 ARTICLE IV 
  
 The aggregate number of shares of all classes of stock that the Corporation shall have authority to issue is Twenty-two Million (22,000,000) shares,
divided into Two Million (2,000,000) shares of Preferred Stock without par value (the “Preferred Stock”), and Twenty Million (20,000,000) shares of Common Stock $1.00 par value (the “Common Stock”). 
  
 The following is a statement of the voting powers, designations, preferences,
and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the classes of stock of the Corporation and of the authority with respect thereto expressly vested in the Board of
Directors of the Corporation: 
  
 A. Preferred Stock 
  
 (a) The Preferred Stock may be issued from time to time in
one or more series and in such amounts as may be determined by the Board of Directors. The voting powers, designations, preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations or
restrictions thereof, if any, of the Preferred Stock of each series shall be such as are fixed by the Board of Directors, authority so to do being hereby expressly granted, and as are stated and expressed in a resolution or resolutions adopted by
the Board of Directors providing for the issue of such series of Preferred Stock (herein called the “Directors’ Resolution”). The Directors’ Resolution as to any series shall (i) designate the series, (ii) fix the dividend rate,
if any, of such series, the payment 






 dates for dividends on shares of such series and the date or dates, or the method of determining the
date or dates, if any, from which dividends on shares of such series shall be cumulative, (iii) fix the amount or amounts payable on shares of such series upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, provided that each share shall not have more than one vote per share, (iv) state the price or prices or rate or rates, and adjustments, if any, at which, the time or times, and the terms and conditions upon which, the shares of such
series may be redeemed at the option of the Corporation; and such Directors’ Resolution may (i) limit the number of shares of such series that may be issued, (ii) provide for a sinking fund for the purchase or redemption of shares of such
series and determine the terms and conditions governing the operations of any such fund, (iii) grant voting rights to the holders of shares of such series, provided that each share shall not have more than one vote per share, (iv) impose conditions
or restrictions upon the creation of indebtedness of the Corporation or upon the issuance of additional Preferred Stock or other capital stock ranking on a parity therewith, or prior thereto, with respect to dividends or distribution of assets upon
liquidation, (v) impose conditions or restrictions upon the payment of dividends upon, or the making of other distributions to, or the acquisition of, shares ranking junior to the Preferred Stock or to any series thereof with respect to dividends or
distributions of assets upon liquidation, (vi) state the price or prices or the rate or rates of exchange and other terms, conditions and adjustments upon which shares of any such series may be made convertible into, or exchangeable for shares of
any other class or classes or of any other series of Preferred Stock or any other class or classes of stock, and (vii) grant such other special rights and impose such qualifications, limitations or restrictions thereon as shall be fixed by the Board
of Directors, so far as not inconsistent with this Article IV and to the full extent now or hereafter permitted by the laws of the State of Texas. 
  
 (b) Except as by law expressly provided, or except as may be provided in any Directors’ Resolution, the Preferred Stock shall have
no right or power to vote on any question or in any proceeding or to be represented at, or to receive notice of, any meeting of stockholders of the Corporation. 
  


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 (c) Preferred Stock that is redeemed, purchased or retired by the Corporation shall
assume the status of authorized but unissued Preferred Stock and may thereafter, subject to the provisions of any Directors’ Resolution providing for the issue of any particular series of Preferred Stock, be reissued in same manner as
authorized but unissued Preferred Stock. 
  
 B. Common Stock

 (a) The Common Stock is junior to the Preferred Stock and is subject to all the powers, rights, privileges, preferences
and priorities of the Preferred Stock as herein set forth and as may be stated in any Directors’ Resolution or Resolutions. 
  
 (b) Subject to all rights of the Preferred Stock, dividends may be paid on the Common Stock as and when declared by the Board of
Directors of the Corporation out of any funds of the Corporation legally available for the payment thereof. 
  
 (c) After payment shall have been made in full to the holders of the Preferred Stock in the event of any liquidation, dissolution or
winding up of the affairs of the Corporation, the remaining assets and funds of the Corporation shall be distributed to the holders of Common Stock according to their respective shares. 
  
 (d) Except as otherwise provided by law and subject to any voting rights conferred on the Preferred Stock,
or any series thereof, by any Directors’ Resolution, the holders of shares of Common Stock shall possess the exclusive voting rights for the election of directors and for all other purposes, each holder of Common Stock on the date fixed for
determining the stockholders entitled to vote being entitled to one vote for each share of Common Stock held of record by such holder. 
  
 ARTICLE THREE 
  
 Each such amendment made by these Fourth Restated Articles of Incorporation has been effected in conformity with the provisions of the Texas Business
Corporation Act and such Fourth Restated Articles of Incorporation and each such amendment made by the Fourth Restated Articles of Incorporation were duly adopted by the shareholders of the Corporation at a Special Meeting of the Shareholders held
on the 1st day of November, 1990 (the “Special Meeting”). 
  

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 ARTICLE FOUR 
  
 The number of shares outstanding at the record date for the Special Meeting was 1,698,024; the number of shares entitled to
vote on the Fourth Restated Articles of Incorporation as so amended was 1,698,024; the number of shares voted for Article IV to the Fourth Restated Articles as so amended was 1,368,375; and the number of shares voted against such Article IV to the
Fourth Restated Articles as so amended was 104,543. 
  
 ARTICLE
FIVE 
  
 The Third Restated Articles of Incorporation of
Lufkin Industries, Inc. and all amendments and supplements thereto are hereby superseded by the following Fourth Restated Articles of Incorporation of Lufkin Industries, Inc., which accurately copy the entire text thereof with amendments as above
set forth: 
  
 FOURTH RESTATED ARTICLES OF INCORPORATION

  
 OF 
  
 LUFKIN INDUSTRIES, INC. 
  
 ARTICLE I 
  
 The name of the Corporation is Lufkin Industries, Inc. 
  
 ARTICLE II 
  
 The period of the Corporation’s duration shall be perpetual or unlimited. 
  
 ARTICLE III 
  
 The purposes for which the Corporation is organized are as follows: To engaged in the business of operating a foundry, machine shop and manufacturing
plant, to engage in the production, purchase, manufacture, repair, processing, transportation and sale of equipment, commodities, materials, goods, wares and merchandise, to acquire, produce, develop, mine, store, manufacture, transport, refine,
process and market natural resources and their products and to conduct fundamental and applied research, to erect, own, operate and dispose of such buildings, structures, plants, works and facilities and to do such things as may be necessary and
convenient in carrying out any and all of the foregoing purposes. 
  

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 ARTICLE IV 
  

The aggregate number of shares of all classes of stock that the Corporation shall have authority to issue is Twenty-two Million (22,000,000) shares,
divided into Two Million (2,000,000) shares of Preferred Stock without par value (the “Preferred Stock”), and Twenty Million (20,000,000) shares of Common Stock $1.00 par value (the Common Stock”). 
  
 The following is a statement of the voting powers, designations, preferences,
and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the classes of stock of the Corporation and of the authority with respect thereto expressly vested in the Board of
Directors of the Corporation: 
  
 A. Preferred Stock, 

 
 (a) The Preferred Stock may be issued from time to time
in one or more series and in such amounts as may be determined by the Board of Directors. The voting powers, designations, preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations or
restrictions thereof, if any, of the Preferred Stock of each series shall be such as are fixed by the Board of Directors, authority so to do being hereby expressly granted, and as are stated and expressed in a resolution or resolutions adopted by
the Board of Directors providing for the issue of such series of Preferred Stock (herein called the “Directors’ Resolution”). The Directors’ Resolution as to any series shall (i) designate the series, (ii) fix the dividend rate,
if any, of such series, the payment dates for dividends on shares of such series and the date or dates, or the method of determining the date or dates, if any, from which dividends on shares of such series shall be cumulative, (iii) fix the amount
or amounts payable on shares of such series upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, provided that each share shall not have more than one vote per share, (iv) state the price or prices
or rate or rates, and adjustments, if any, at which, the time or times, and the terms and conditions upon which, the shares of such series may be redeemed at the option of the Corporation; and such Directors’ Resolution may (i) limit the number
of shares of such series that may be issued, (ii) provide for a sinking fund for the purchase or redemption of shares of such series and determine the terms and conditions governing the operations of any such fund, (iii) grant voting rights to the
holders of shares of such series, 
  

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 provided that each share shall not have more than one vote per share, (iv) impose conditions or
restrictions upon the creation of indebtedness of the Corporation or upon the issuance of additional Preferred Stock or other capital stock ranking on a parity therewith, or prior thereto, with respect to dividends or distribution of assets upon
liquidation, (v) impose conditions or restrictions upon the payment of dividends upon, or the making of other distributions to, or the acquisition of, shares ranking junior to the Preferred Stock or to any series thereof with respect to dividends or
distributions of assets upon liquidation, (vi) state the price or prices or the rate or rates of exchange and other terms, conditions and adjustments upon which shares of any such series may be made convertible into, or exchangeable for shares of
any other class or classes or of any other series of Preferred Stock or any other class or classes of stock, and (vii) grant such other special rights and impose such qualifications, limitations or restrictions thereon as shall be fixed by the Board
of Directors, so far as not inconsistent with this Article IV and to the full extent now or hereafter permitted by the laws of the State of Texas. 
  
 (b) Except as by law expressly provided, or except as may be provided in any Directors’ Resolution, the Preferred Stock shall have
no right or power to vote on any question or in any proceeding or to be represented at, or to receive notice of, any meeting of stockholders of the Corporation. 
  

(c) Preferred Stock that is redeemed, purchased or retired by the Corporation shall assume the status of authorized but unissued
Preferred Stock and may thereafter, subject to the provisions of any Directors’ Resolution providing for the issue of any particular series of Preferred Stock, be reissued in same manner as authorized but unissued Preferred Stock. 

 
 B. Common Stock 
  
 (a) The Common Stock is junior to the Preferred Stock and is
subject to all the powers, rights, privileges, preferences and priorities of the Preferred Stock as herein set forth and as may be stated in any Directors’ Resolution o r Resolutions. 
  
 (b) Subject to all rights of the Preferred Stock, dividends
may be paid on the Common Stock as and when declared by the Board of Directors of the Corporation out 
  

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 of any funds of the Corporation legally available for the payment thereof. 
  
 (c) After payment shall have been made in full to the
holders of the Preferred Stock in the event of any liquidation, dissolution or winding up of the affairs of the Corporation, the remaining assets and funds of the Corporation shall be distributed to the holders of the Common Stock according to their
respective shares. 
  
 (d) Except as otherwise
provided by law and subject to any voting rights conferred on the Preferred Stock, or any series thereof, by any Directors’ Resolution, the holders of shares of Common Stock shall possess the exclusive voting rights for the election of
directors and for all other purposes, each holder of Common Stock on the date fixed for determining the stockholders entitled to vote being entitled to one vote for each share of Common Stock held of record by such holder. 
  
 ARTICLE V 
  
 The Board of Directors is authorized to alter, amend or repeal the Bylaws or adopt new Bylaws of the Corporation. The
shareholders shall not repeal or change the Bylaws of the Corporation except by the vote of the holders of not less than 80 percent of the total voting power of all shares of stock of the Corporation entitled to vote in the election of Directors,
considered for purposes of this Article V as one class. 
  
 ARTICLE VI 
  
 Cumulative voting of shares of
stock for the election of directors is hereby prohibited. 
  
 ARTICLE VII 
  
 The principal place of business
and office of the Corporation is located within the City of Lufkin, County of Angelina, State of Texas. The post office address of the registered office of this Corporation is 407 Kiln Avenue, Lufkin, Texas, and the registered agent of the
Corporation at the same address is W. A. Kirkland. 
  
 ARTICLE
VIII 
  
 The number of directors constituting the Board of
Directors shall be fixed as specified in the Bylaws of the Corporation, but shall not be less than nine or more than fifteen. The directors shall be divided into three classes, designated Class I, Class II and Class III. The initial term for
directors in Class I shall expire at the annual meeting of shareholders to be held in 1986; the initial term for directors in Class II shall expire at the annual meeting of shareholders to be held in 1987; and the initial term for
directors in 
  

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 Class III shall expire at the annual meeting of shareholders to be held in 1988. Each class of directors shall
consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. 
  
 At the expiration of the initial term of each class of directors, and of each succeeding term of each class, each class of directors shall be elected to
serve until the annual meeting of shareholders held three years from such expiration and until their successors are elected and qualified or until their earlier death, resignation, removal or retirement. Vacancies in the Board of Directors, whether
arising through death, resignation or removal of a director, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office. A directorship to be filled by reason of an increase in the number of directors may be filled by the Board of Directors but only for a term of office continuing until the election of one or more directors by the
shareholders; provided that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders. No decrease in the number of directors constituting the Board shall
shorten the term of any incumbent director. The Bylaws may contain any provision regarding classification of the corporation’s directors not inconsistent with the terms thereof. 
  
 A director of the Corporation may be removed only for cause and only upon the affirmative vote of the holders of a majority
of the outstanding capital stock of the Corporation entitled to vote at an election of directors subject to further restrictions on removal, not inconsistent with this Article, as may be contained in the Bylaws. 
  
 ARTICLE IX 
  
 No shareholder shall be entitled as a matter of right to subscribe for,
purchase or receive additional shares of any class of stock of the Corporation, whether now or hereafter authorized, or any bonds, debentures, warrants or other securities convertible into or entitling the holder to purchase shares, but such
additional shares or other securities convertible into or entitling the holder to purchase shares may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it may deem advisable. 
  
 ARTICLE X 
  
 In the absence of fraud, no contract or other transaction between the Corporation and any corporation, association,
partnership, firm, or individual shall be invalidated or otherwise affected because of the fact that any one or more of the Directors of the Corporation is pecuniarily or otherwise interested in such contract or transaction, or is a director,
officer or member of such other corporation, association, partnership, or firm; and any director of the corporation, association, partnership, firm, or individual in which he is pecuniarily or otherwise interested, provided that such interest shall,
before such vote is taken, be disclosed or known to the other members of the Board of Directors of the corporation voting on such contract or transaction. 
  

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 ARTICLE XI 
  

The affirmative vote of the holders of not less than 80 percent of the outstanding shares of “Voting Stock” (as hereinafter defined) of the
Corporation, including the affirmative vote of the holders of not less than 50 percent of the outstanding shares of Voting Stock not owned, directly or indirectly, by any “Related Person” (as hereinafter defined), shall be required for the
approval or authorization of any “Business Combination” (as hereinafter defined); provided, however, that the 80 percent and 50 percent voting requirements shall not be applicable if: 
  
 (1) The Board of Directors of the Corporation by a
vote of not less than 80 percent of the directors then holding office (a) have expressly approved in advance the acquisition of outstanding shares of Voting Stock of the Corporation that caused the Related Person to become a Related Person or (b)
have approved the Business Combination prior to the Related Person involved in the Business Combination having become a Related Person; 
  
 (2) The Business Combination is solely between the Corporation and another corporation, 100 percent of the Voting Stock of which is owned
directly or indirectly by the Corporation; or 
  
 (3) All of the following conditions have been met: (a) the Business Combination is a merger or consolidation consummation of which is proposed to take place within one year of the date of the transaction pursuant to which such Related
Person became a Related Person and the cash or fair market value of the property, securities or other consideration to be received per share by holders of Common Stock of the Corporation (as determined by a majority of directors then holding office)
in the Business Combination is not less than the highest per share price (with appropriate adjustments for recapitalizations and reclassifications and for stock splits, reverse stock splits and stock dividends) paid by the Related Person in
acquiring any of its holdings of the Corporation’s Common Stock; (b) the consideration to be received by such holders is either cash or, if the Related Person shall have acquired the majority of its holdings of the Corporation’s Common
Stock for a form of consideration other than cash, in the same form of consideration as the Related Person acquired such majority; (c) after such Related Person has become a Related Person and prior to consummation of such Business Combination: (i)
except as approved by a majority of the “Continuing Directors” (as hereinafter defined), there shall have been no failure to declare and pay at the regular date therefor any full quarterly dividends (whether or not cumulative) on any
outstanding shares of Preferred Stock of the Corporation, (ii) there shall have been no reduction in the annual rate of dividends paid per share on the Corporation’s Common Stock (adjusted as appropriate for recapitalizations and for stock
splits, reverse stock splits and stock dividends), except as approved by a majority of the Continuing Directors, (iii) such Related Person shall not have become the Beneficial Owner of any additional shares of Voting Stock except as part of the
transaction which results in such Related Person becoming a Related Person, and (iv) such Related Person shall not have received the benefit, directly 
  

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 or indirectly (except proportionately as a stockholder), of any loans, advances, guarantees, pledges or
other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise; and (d) a proxy statement responsive to the requirements of
the Exchange Act (as hereinafter defined) and the rules and regulations thereunder (or any subsequent provisions replacing the Exchange Act, rules or regulations) shall be mailed to public stockholders of the Corporation at least 40 days prior to
the consummation of the Business Combination for the purpose of soliciting stockholder approval of the Business Combination and shall contain at the front thereof, in a prominent place, any recommendations as to the advisability (or inadvisability)
of the Business Combination which the Continuing Directors, or any of them, may choose to state and, if deemed advisable by a majority of the Continuing Directors, an opinion of a reputable investment banking firm as to the fairness (or not) of the
terms of such Business Combination, from the point of view of the remaining public stockholders of the Corporation (such investment banking firm to be selected by a majority of the Continuing Directors and to be paid a reasonable fee for their
services by the Corporation upon receipt of such opinion). 
  
 For purposes of
this Article: 
  
 (i) The term “Business
Combination” shall mean (a) any merger or consolidation of the Corporation or a subsidiary with or into a Related Person, (b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition, of all or any “Substantial Part”
(as hereinafter defined) of the assets either of the Corporation (including, without limitation, any voting securities of a subsidiary) or of a subsidiary, to or with a Related Person, other than a distribution by the corporation or a subsidiary to
the Related Person of assets, evidences of indebtedness, securities or other property of the corporation or a subsidiary in connection with a pro rata distribution by the corporation or a subsidiary to its shareholders, (c) any sale, lease,
exchange, transfer or other disposition of assets (other than shares of Voting Stock issued by the corporation or any subsidiary of the corporation of which the Related Person is the “Beneficial Owner” (as hereinafter defined) the fair
market value of which does not exceed the then fair market value of 10% of the outstanding Voting Stock, such fair market value of Voting Stock to be determined in such manner as a majority of the Continuing Directors determines to be appropriate)
having a fair market value of $5,000,000 or more of a Related Person to the corporation or a subsidiary of the corporation, (d) the issuance or transfer by the corporation or a subsidiary (other than by way of a pro rata distribution to all
shareholders) of any securities of the corporation or a subsidiary of the corporation to a Related Person, (e) any reclassification of securities (including any reverse stock split) or recapitalization by the Corporation, the effect of which would
be to increase the voting power of the Related Person, (f) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of a Related Person, (g) any series or combination of transactions having,
directly or indirectly, the same 
  

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 effect as any of the foregoing, and (h) any agreement, contract or other arrangement providing, directly
or indirectly, for any of the foregoing. 
  
 (ii)
The term “Continuing Director” shall mean any member of the Board of Directors of the Corporation who is not affiliated with a Related Person and who was a member of the Board of Directors immediately prior to the time that the Related
Person became a Related Person, and any successor to a Continuing Director who is not affiliated with the Related Person and is recommended to succeed a Continuing Director by a majority of Continuing Directors then members of the Board of the
Corporation. 
  
 (iii) The term “Related
Person” shall mean and include any individual, corporation, partnership or other “person” or “group” of persons or entities (as such terms are used on January 1, 1983 in Rule 13d of the Securities Exchange Act of 1934 (the
“Exchange Act”)), and the “Affiliates” and “Associates” (as defined on January 1, 1983 in Rule 12b-2 of the Exchange Act), of any such individual, corporation, partnership or other person or group of persons, which
individually or together “Beneficially Owns” (as defined on January 1, 1983 in Rule 13d and Rule 14d-l(b)(4) of the Exchange Act) in the aggregate 10 percent or more of the outstanding, Voting Stock of the Corporation. 
  
 (iv) The term “Substantial Part” shall mean more
than 5 percent of the book value of the total assets of the entity in question as of the end of the fiscal year ending prior to the time the determination is being made or, in the case of voting stock of a subsidiary of the Corporation, 10 percent
or more of the outstanding shares of such subsidiary’s voting stock. 
  
 (v) Any shares of Voting Stock of the Corporation that any person or group has the right to acquire pursuant to any agreement, or upon the exercise of conversion rights, warrants or options, or otherwise, shall be
deemed Beneficially Owned for purposes of determining whether such person, individually or together with its Affiliates and Associates, is a Related Person. 
  
 (vi) For purposes of subparagraph (3) of this Article, the term “other consideration to be received” shall include, without
limitation, Common Stock of the Corporation retained by its existing public stockholders in the event of a Business Combination in which the Corporation is the surviving corporation. 
  
 (vii) The term “Voting Stock” shall mean all outstanding shares of capital stock of the
Corporation or other corporation entitled to vote generally in the election of directors, and each reference to a proportion of shares of Voting Stock shall refer to shares having such proportion of the number of shares entitled to be cast.

  

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 ARTICLE XII 
  
 The Corporation shall be entitled to purchase its own shares to the extent of the aggregate of the available unrestricted
capital surplus and available reduction surplus. 
  
 ARTICLE
XIII 
  
 The provisions set forth in Articles V and VIII
hereof may not be amended, altered, changed, repealed or rescinded in any respect unless such action is approved by the affirmative vote of the holders of not less than 80 percent of the total voting power of all shares of stock of the Corporation
entitled to vote in the election of directors, considered for purposes of this Article XIII as one class; the amendment, alteration, change, repeal or rescission of this Article XIII and Article XI hereof shall require both such 80 percent vote and
the affirmative vote of 50 percent of such total voting power excluding the vote of shares owned by a “Related Person” (as defined in Article XI), if any. The voting requirements contained in this Article XIII and in Articles V and XI
hereof shall be in addition to voting requirements imposed by law, other provisions of these Fourth Restated Articles of Incorporation or any designation of preferences in favor of certain classes or series of shares of capital stock of the
Corporation. 
  
 EXECUTED IN DUPLICATE ORIGINALS, this the 6th day
of November, 1990. 
  

			
	 LUFKIN INDUSTRIES, INC.

		
	 By:
	 	 C. James Haley, Jr.,

	 	 	

	 	 	 Secretary-Treasurer



  
  
  
  

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