EXECUTION VERSION
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DII INDUSTRIES, LLC,
as Issuer,
HALLIBURTON COMPANY,
as Co-Obligor,
and
JPMORGAN CHASE BANK,
as Trustee
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Third Supplemental Indenture
Dated as of December 12, 2003
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Unsecured Debentures, Notes and Other
Evidences of Indebtedness
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THIRD SUPPLEMENTAL INDENTURE dated as of December 12, 2003 (the "Third
Supplemental Indenture") by and among DII Industries, LLC (formerly Dresser
Industries, Inc.), a Delaware limited liability company ("DII Industries"),
Halliburton Company, a Delaware corporation ("Halliburton"), and JPMorgan Chase
Bank, a New York banking corporation (successor by merger to Texas Commerce Bank
National Association, a national banking association), as trustee (the
"Trustee").
Capitalized terms used by not defined herein have the meanings ascribed
to them in the Indenture (as defined below).
Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the holders of DII Industries' unsecured
debentures, notes and other evidences of indebtedness from time to time
authenticated and delivered pursuant to the Indenture, as supplemented hereby:
RECITALS
1. DII Industries and the Trustee are parties to that certain Indenture,
dated as of April 18, 1996 (the "Original Indenture"), as supplemented
by the First Supplemental Indenture, dated as of August 6, 1996 (the
"First Supplemental Indenture"), and as supplemented by the Second
Supplemental Indenture, dated as of October 27, 2003 (the "Second
Supplemental Indenture"). The Original Indenture, as supplemented by
the First Supplemental Indenture and the Second Supplemental Indenture,
is herein referred to as the "Indenture."
2. DII Industries and Halliburton intend that Halliburton will assume as a
co-obligor with DII Industries all of DII Industries' obligations under
the Indenture.
3. Section 9.01 of the Indenture provides that DII Industries and the
Trustee may amend the Indenture or the Securities without consent of
any Securityholder to, among other things, make such provisions with
respect to matters or questions arising under the Indenture as may be
necessary or desirable and not inconsistent with the Indenture or with
any indenture supplemental thereto or any Board Resolution establishing
any series of Securities, provided that such amendment does not
adversely affect the rights of any Securityholders.
4. Halliburton's assumption as a co-obligor of DII Industries' obligations
under the Indenture will not adversely affect the rights of any
Securityholder.
5. All things necessary to make this Third Supplemental Indenture a valid
and legally binding agreement of DII Industries and Halliburton have
been done.
6. DII Industries, Halliburton and the Trustee agree to amend the
Indenture as follows:
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ARTICLE I
ASSUMPTION OF OBLIGATIONS
Effective as of the date hereof, Halliburton hereby expressly assumes
as a co-obligor the due and punctual payment of the principal of and premium, if
any, and interest on all of the Securities and the due and punctual performance
of all of the covenants and conditions of the Indenture, as supplemented by this
Third Supplemental Indenture. Halliburton, in addition to DII Industries, will
be deemed to be the "Company" for purposes of the Indenture, with the same
effect as if Halliburton and DII Industries had each been named as the "Company"
in the Indenture, as supplemented by this Third Supplemental Indenture.
Nothing herein shall be construed to release DII Industries from any of
its obligations under the Indenture and under the Securities, including its
obligation to pay the principal of and premium, if any, and interest on the
7.60% Debentures due 2096 that were issued pursuant to the Indenture and any
other Securities issued pursuant to the Indenture.
ARTICLE II
NOTICES
Any notice or communication provided or permitted by the Indenture to
be made upon, given or furnished to, or filed with, Halliburton pursuant to
Section 10.02 of the Indenture shall be addressed:
Halliburton Company
1401 McKinney, Suite 2400
Houston, Texas 77010
Attention: Chief Financial Officer
Facsimile No.: (713) 759-2619
ARTICLE III
MISCELLANEOUS
Section 3.01. Ratification. Except as expressly amended and
supplemented by this Third Supplemental Indenture, the Indenture shall remain
unchanged and in full force and effect. This Third Supplemental Indenture shall
be construed as supplemental to the Indenture and shall form a part thereof.
Section 3.02. Governing Law. This Third Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of Texas
(except that, to the fullest extent permitted by law, no effect shall be given
to any conflict of law principles of the State of Texas that would require the
application of the laws of any other jurisdiction) and the applicable federal
laws of the United States.
Section 3.03. Counterparts. This Third Supplemental Indenture may be
executed in any number of counterparts, each of which shall be deemed to be an
original and all of which taken together shall be deemed to be one and the same
instrument.
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Section 3.04. Separability. In case any one or more of the provisions
contained in this Third Supplemental Indenture shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions of this Third
Supplemental Indenture, but this Third Supplemental Indenture shall be construed
as if such invalid, illegal or unenforceable provision had never been contained
herein.
Section 3.05. Concerning the Trustee. The Trustee assumes no duties,
responsibilities or liabilities by reason of this Third Supplemental Indenture
other than as set forth in the Indenture.
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IN WITNESS WHEREOF, each of the parties have duly executed and
delivered this Third Supplemental Indenture or have caused this Third
Supplemental Indenture to be duly executed on their respective behalf by the
respective officers thereunto duly authorized, as of the day and year first
written above.
DII INDUSTRIES, LLC
By: /s/ M.S Bender
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Name: M.S. Bender
Title: Vice President and Treasurer
HALLIBURTON COMPANY
By: /s/ Jerry H. Blurton
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Name: Jerry H. Blurton
Title: Vice President and Treasurer
JPMORGAN CHASE BANK, as Trustee
By: /s/ Frank W. McCreary
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Name: Frank W. McCreary
Title: Trust Officer