HALLIBURTON COMPANY
as Issuer
and
JPMORGAN CHASE BANK
as Trustee
--------------
Second Supplemental Indenture
Dated as of December 15, 2003
--------------
$300,000,000 7.6% Debentures due August 15, 2096
SECOND SUPPLEMENTAL INDENTURE dated as of December 15, 2003
between Halliburton Company, a Delaware corporation (the "Company"), and
JPMorgan Chase Bank, as trustee (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company has heretofore entered into an Indenture,
dated as of October 17, 2003 (the "Original Indenture"), with the Trustee, as
supplemented by a First Supplemental Indenture, dated as of October 17, 2003
(the "First Supplemental Indenture");
WHEREAS, the Original Indenture, as supplemented by this
Second Supplemental Indenture, is incorporated herein by this reference and is
herein called the "Indenture";
WHEREAS, under the Original Indenture, a new series of
Securities may at any time be established pursuant to a supplemental indenture
executed by the Company and the Trustee;
WHEREAS, the Company proposes to create under the Indenture a
new series of Securities;
WHEREAS, the Company desires to issue up to $300 million
aggregate principal amount of 7.6% Debentures (as defined below), which will be
a new series of Securities under the Indenture; and
WHEREAS, all conditions necessary to authorize the execution
and delivery of this Second Supplemental Indenture and to make it a valid and
binding obligation of the Company have been done or performed.
NOW, THEREFORE, in consideration of the agreements and
obligations set forth herein and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
Capitalized terms used but not defined herein have the
meanings ascribed thereto in the Original Indenture.
ARTICLE I
7.6% Debentures due 2096
------------------------
SECTION 1.01 Establishment and Terms.
------------------------
There is hereby established a new series of Securities to be
issued under the Indenture, to be designated as the Company's 7.6% Debentures
due 2096 (the "7.6% Debentures").
The aggregate principal amount of 7.6% Debentures that may be
authenticated and delivered under this Indenture is $300,000,000. The 7.6%
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Debentures that are to be authenticated and delivered on the date hereof (the
"Initial 7.6% Debentures") will be in the aggregate principal amount of
$294,283,000. The 7.6% Debentures shall be issued in definitive fully registered
form without coupons.
With respect to any additional 7.6% Debentures the Company
elects to issue under this Indenture (the "Additional 7.6% Debentures"), the
Company shall set forth in an Officer's Certificate the following information:
(i) the aggregate principal amount of such Additional
7.6% Debentures to be authenticated and delivered pursuant to
this Indenture;
(ii) the issue price and the issue date of such
Additional 7.6% Debentures, including the date from which
interest shall accrue; and
(iii) whether such Additional 7.6% Debentures shall
be a Debenture that constitutes a "restricted security" within
the meaning of Rule 144(a)(3) of the Securities Act (a
"Restricted Debenture") or a Debenture that is not a
Restricted Debenture (an "Unrestricted Debenture); provided,
however, that the Trustee shall be entitled to request and
conclusively rely on an opinion of counsel with respect to
whether any Debenture constitutes a Restricted Debenture.
For purposes of the Indenture, 7.6% Debentures will not be
deemed to be Additional 7.6% Debentures unless the maturity date, Interest
Payment Dates, record date and interest rate are identical to the Initial 7.6%
Debentures. The Initial 7.6% Debentures and the Additional 7.6% Debentures shall
be considered collectively as a single class for all purposes of this Indenture.
Holders of the Initial 7.6% Debentures and the Additional 7.6% Debentures will
vote and consent together on all matters to which such Holders are entitled to
vote or consent as one class, and none of the Holders of the Initial 7.6%
Debentures or the Additional 7.6% Debentures shall have the right to vote or
consent as a separate class on any matter to which such Holders are entitled to
vote or consent.
The 7.6% Debentures shall be issued in the form of one or more
Global Securities in substantially the form set out in Exhibit A hereto and as
further provided in Section 1.02. The initial Depositary with respect to the
7.6% Debentures shall be The Depository Trust Company ("DTC").
The 7.6% Debentures will be issued in denominations of $1,000
or any integral multiple thereof.
SECTION 1.02 Maturity, Payment of Principal and Interest.
-------------------------------------------
The 7.6% Debentures will mature on August 15, 2096.
The 7.6% Debentures will bear interest at the rate of 7.6% per
annum. The Interest Payment Dates with respect to the 7.6% Debentures will be
February 15 and August 15 of each year. The first Interest Payment Date with
respect to the Initial 7.6% Debentures will be February 15, 2004. Interest shall
be paid to the Person in whose name the applicable 7.6% Debenture is registered
at the close of business on February 1, in the case of a February 15 Interest
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Payment Date, and August 1, in the case of an August 15 Interest Payment Date.
Interest on the Initial 7.6% Debentures will accrue from December 15, 2003.
Interest on the 7.6% Debentures will be computed on the basis of a 360-day year
consisting of twelve 30-day months. No Additional Amounts will be payable on the
7.6% Debentures.
The 7.6% Debentures will not be subject to a sinking fund and
are not redeemable.
All payments of principal, premium (if any) and interest on
the 7.6% Debentures shall be made in accordance with Section 4.01 of the
Original Indenture.
SECTION 1.03 Form; Restrictions on Transfer and Exchange.
-------------------------------------------
The 7.6% Debentures shall be subject to the restrictions on
transfer and exchange set forth in this Section 1.03, which restrictions on
transfer and exchange shall amend, supplement, modify or supersede those
contained in Article II of the Original Indenture to the extent applicable. The
Initial 7.6% Debentures will be issued to and any Additional 7.6% Debentures (if
issued with transfer restrictions) (the "Restricted Debentures") will be resold
initially only to (i) "qualified institutional buyers" (which term shall have
the meaning assigned to it in Rule 144A under the Act) ("QIBs") in the United
States of America in reliance on Rule 144A under the Securities Act and (ii) to
persons other than U.S. Persons (as defined in Regulation S under the Act
("Regulation S")) in reliance on Regulation S under the Securities Act. The 7.6%
Debentures may thereafter be transferred to, among others, QIBs, purchasers in
reliance on Regulation S and institutional "accredited investors" (as defined in
Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs
("IAIs") in accordance with Rule 501 of the Securities Act in accordance with
the procedure described herein.
The 7.6% Debentures offered and issued to QIBs in the United
States of America in reliance on Rule 144A shall be issued in the form of a
permanent Global Securities (the "Rule 144A Global Debentures"), without
interest coupons, substantially in the form of Exhibit A, deposited with the
Trustee, as custodian for DTC, duly executed by the Company and authenticated by
the Trustee as hereinafter described. The Rule 144A Global Debentures may be
represented by more than one certificate, if so required by DTC's rules
regarding the maximum principal amount to be represented by a single
certificate. The aggregate principal amount of the Rule 144A Global Debentures
may from time to time be increased or decreased by adjustments made on the
records of the Trustee, as custodian for DTC or its nominee, as hereinafter
provided.
The 7.6% Debentures offered and issued outside the United
States of America in reliance on Regulation S shall be issued in the form of a
permanent Global Security, without interest coupons (collectively, the
"Regulation S Global Debentures"), substantially in the form of Exhibit A,
deposited with the Trustee, as custodian for DTC, duly executed by the Company
and authenticated by the Trustee as hereinafter provided. The Regulation S
Global Debenture may be represented by more than one certificate, if so required
by DTC's rules regarding the maximum principal amount to be represented by a
single certificate. The aggregate principal amount of the Regulation S Global
Debenture may from time to time be increased or decreased by adjustments made on
the records of the Trustee, as custodian for DTC or its nominee, as hereinafter
provided.
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Each Regulation S Global Note will be deposited with, or on
behalf of, a custodian for DTC for credit to the respective accounts of the
purchasers (or to such other accounts as they may direct) on behalf of the
Euroclear S.A. N.V., as operator of the Euroclear System ("Euroclear") or
Clearstream Banking, societe anonyme ("Clearstream"). Prior to the 40th day
after the later of the commencement of the offering of the 7.6% Debentures and
December 15, 2003 (such period through and including such 40th day, the
"Restricted Period"), interests in the Regulation S Global Debentures may only
be held through Euroclear or Cedel (as indirect participants in DTC) unless
exchanged for interests in the Rule 144A Global Debentures.
The 7.6% Debentures resold to IAIs (the "Institutional
Accredited Investor Debentures") in the United States of America shall be issued
in the form of a permanent Global Security, without interest coupons,
substantially in the form of Exhibit A (the "Institutional Accredited Investor
Global Security"), deposited with the Trustee, as custodian for DTC, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. A transfer of an Institutional Accredited Investor Debenture shall be
made upon receipt by the Trustee or its agent of a certificate substantially in
the form set forth in Exhibit D from the proposed transferee and, if requested
by the Company or the Trustee, the delivery of an opinion of counsel,
certification and/or other information satisfactory to each of them. The
Institutional Accredited Investor Global Debenture may be represented by more
than one certificate, if so required by DTC's rules regarding the maximum
principal amount to be represented by a single certificate. The aggregate
principal amount of the Institutional Accredited Investor Global Debenture may
from time to time be increased or decreased by adjustments made on the records
of the Trustee, as custodian for DTC or its nominee, as hereinafter provided.
Securities issued in exchange for interests in the Rule 144A
Debentures, the Regulation S Debentures and the Institutional Accredited
Investor Debentures will be issued in the form of a permanent Global Security,
without interest coupons, substantially in the form of Exhibit A and deposited
with the Trustee as hereinafter provided (the "Exchange Global Securities"). The
Exchange Global Securities may be represented by more than one certificate, if
so required by DTC's rules regarding the maximum principal amount to be
represented by a single certificate.
Upon any sale or transfer of a Restricted Debenture (x)
pursuant to Rule 144 or (y) pursuant to any other available exemption (other
than Rule 144A) from the registration requirements of the Securities Act and as
a result of which, in the case of a Security transferred pursuant to this clause
(y), such Security shall cease to be a "restricted security" within the meaning
of Rule 144, the Trustee shall permit the beneficial owner thereof to transfer
such beneficial interest to a transferee who shall take such interest in the
form of a beneficial interest in an unrestricted Global Security and shall
rescind any restriction on transfer of such beneficial interest; provided,
however, that the owner of such beneficial interest shall, in connection with
such transfer, comply with the other applicable provisions of this Article III.
Upon the exchange, registration of transfer or replacement of
Securities not bearing the legends with respect to restrictions on transfer set
forth in Exhibit A, the Company shall execute and the Trustee shall authenticate
and deliver Securities that do not bear such legend and which do not have a
Assignment Form attached thereto.
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The Securities may have notations, legends or endorsements
required by law, stock exchange rule or usage, in addition to those set forth on
Exhibit A. The Company and the Trustee shall approve the forms of the Securities
and any notation, endorsement or legend on them. Each Security shall be dated
the date of its authentication. The terms of the Securities set forth in Exhibit
A are part of the terms of this Indenture and, to the extent applicable, the
Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to be bound by such terms.
SECTION 1.04 Exchanges Among the Global Debentures.
--------------------------------------
Transfers by an owner of a beneficial interest in a Rule 144A
Global Note to a transferee who takes delivery of such interest through a
Regulation S Global Note, whether before or after the expiration of the
Restricted Period, will be made only upon receipt by the Trustee of a
certification from the transferor substantially in the form of Exhibit B.
Prior to the expiration of the Restricted Period, transfers by
an owner of a beneficial interest in the Regulation S Global Debentures to a
transferee who takes delivery of such interest through the applicable Rule 144A
Global Debenture will be made only in accordance with applicable procedures and
upon receipt by the Trustee of a written certification from the transferor
substantially in the form of Exhibit C.
ARTICLE II
MISCELLANEOUS
-------------
SECTION 2.01 Trustee Matters. The recitals in this Second
Supplemental Indenture are made by the Company only and not by the Trustee, and
all of the provisions contained in the Original Indenture in respect of the
rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect of the 7.6% Debentures and of this Second Supplemental
Indenture as fully and with like effect as if set forth herein in full.
SECTION 2.02 Ratification. The Original Indenture is in all
respects ratified and confirmed, and the Original Indenture, the First
Supplemental Indenture and the Second Supplemental Indenture shall be read,
taken and construed as one and the same instrument; provided that, in case of
conflict between this Second Supplemental Indenture and the Original Indenture,
this Second Supplemental Indenture shall control.
SECTION 2.03 Counterpart Originals. This Second Supplemental
Indenture may be simultaneously executed in several counterparts, each of which
shall be deemed to be an original, and such counterparts shall together
constitute one and the same instrument.
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SECTION 2.04 Performance by DTC, Euroclear or Cedel. Neither
the Company nor the Trustee will have any responsibility for the performance of
DTC, Euroclear or Cedel, or any of their participants, direct or indirect, of
their respective obligations under the rules and procedures governing their
operations.
SECTION 2.05 Effect of Headings. The Article and Section
headings herein have been inserted for convenience of reference only, are not to
be considered a part hereof and shall in no way modify or restrict any of the
terms or provisions hereof.
SECTION 2.06 Governing Law. This Second Supplemental
Indenture and the 7.6% Debentures shall be governed by and construed in
accordance with the laws of the State of New York.
SECTION 2.07 Provisions for the Sole Benefit of Parties and
Holders. Nothing in the Indenture, as supplemented, amended and modified by this
Second Supplemental Indenture, or in the 7.6% Debentures, expressed or implied,
is intended or shall be construed to confer upon, or to give or grant to, any
person or entity, other than the Company, the Trustee, the Paying Agent and the
registered owners of the 7.6% Debentures, any legal or equitable right, remedy
or claim under or by reason of the Indenture or any covenant, condition or
stipulation hereof, and all covenants, stipulations, promises and agreements in
the Indenture contained by and on behalf of the Company shall be for the sole
and exclusive benefit of the Company, the Trustee, the Paying Agent and the
registered owners of the 7.6% Debentures.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the day and year first above
written.
HALLIBURTON COMPANY, as Issuer
By: /s/ Jerry H. Blurton
-------------------------------------
Name: Jerry H. Blurton
Title: Vice President and Treasurer
JPMORGAN CHASE BANK, as Trustee
By: /s/ Frank W. McCreary
--------------------------------------
Name: Frank W. McCreary
Title: Trust Officer
EXHIBIT A
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.
BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT
IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND
IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"), (2) BY ITS ACCEPTANCE
HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
DATE THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE
LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF
THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) (THE "RESALE RESTRICTION
TERMINATION DATE"), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT
TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING
THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A TRANSACTION INVOLVING A MINIMUM PRINCIPAL
AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A
VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO
CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (ii) IN
THE CASE OF THE FOREGOING CLAUSE (E), A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED AFTER 40
CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH
THE SECURITIES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS
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(AS DEFINED IN REGULATION S) AND (B) THE DATE OF THE CLOSING OF THE ORIGINAL
OFFERING. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND
"U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE
SECURITIES ACT.
BY ITS ACQUISITION OF THIS SECURITY THE HOLDER THEREOF WILL BE
DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE
ASSETS USED BY SUCH HOLDER TO ACQUIRE AND HOLD THIS SECURITY CONSTITUTES THE
ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S.
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OF PLANS,
INDIVIDUAL RETIREMENT ACCOUNTS OR OTHER ARRANGEMENTS THAT ARE SUBJECT TO SECTION
4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR
PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR
REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE ("SIMILAR
LAWS"), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE "PLAN
ASSETS" OF SUCH PLANS, ACCOUNTS OR ARRANGEMENTS, OR (II) THE PURCHASE AND
HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION
UNDER ANY APPLICABLE SIMILAR LAWS.
THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER
TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION
(OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR
TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL
BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY TO HAVE AGREED TO ANY SUCH
AMENDMENT OR SUPPLEMENT.
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, TO HALLIBURTON COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
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REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE& CO., HAS AN INTEREST
HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
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HALLIBURTON COMPANY
7.6% Debentures due 2096
No. S-2
CUSIP No. U40622AC3
$2,000,000
Halliburton Company, a Delaware corporation (the "Issuer"),
for value received promises to pay to Cede & Co., or registered assigns, the
principal sum of of TWO MILLION Dollars, or such greater or lesser amount as
indicated on the Schedule I hereto, on August 15, 2096.
Interest Payment Dates: February 15 and August 15
Record Dates: February 1 and August 1
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
IN WITNESS WHEREOF, the Issuer has caused this Security to be
signed manually or by facsimile by its duly authorized officers.
Dated: December 15, 2003
HALLIBURTON COMPANY
By: /s/ C. Christopher Gaut
--------------------------------------
Name: C. Christopher Gaut
Title: Executive Vice President and
Chief Financial Officer
By: Jerry H. Blurton
--------------------------------------
Name: Jerry H. Blurton
Title: Vice President and Treasurer
Certificate of Authentication:
This is one of the Securities of the series
designated therein referred to in
the within- mentioned Indenture.
JPMORGAN CHASE BANK, as Trustee
By: /s/ Frank W. McCreary Dated: /s/ 12-15-03
--------------------- ------------
Authorized Signatory
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[REVERSE OF SECURITY]
HALLIBURTON COMPANY
7.6 % Debentures due 2096
This Security is one of a duly authorized issue of 7.6%
Debentures Due 2096 (the "Securities") of Halliburton Company, a Delaware
corporation (the "Issuer"). The Issuer issued the Securities under an Indenture
dated as of October 17, 2003 between the Issuer and the Trustee, as supplemented
by the Second Supplemental Indenture dated as of December 15, 2003 (the
"Indenture"). Capitalized terms used herein for which no definition is provided
herein shall have the meanings set forth in the Indenture.
ARTICLE I Interest. The Issuer promises to pay interest on the
principal amount of this Security at 7.6% per annum from December 15, 2003 until
maturity. The Issuer will pay interest semiannually on February 15 and August 15
of each year, or if any such day is not a Business Day, on the next succeeding
Business Day. Interest on the Securities will accrue from the most recent
Interest Payment Date on which interest has been paid or, if no interest has
been paid, from December 15, 2003; provided that if there is no existing Default
in the payment of interest, and if this Security is authenticated between a
record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; provided, further, that the first Interest Payment Date shall be February
15, 2004. Interest will be computed on the basis of a 360-day year of twelve
30-day months.
ARTICLE II Method of Payment. The Issuer will pay interest
on the Securities (except defaulted interest) to the Persons who are registered
Holders of Securities at the close of business on the record date next preceding
the Interest Payment Date, even if such Securities are canceled after such
record date and on or before such Interest Payment Date. The Holder must
surrender this Security to a Paying Agent to collect principal payments. The
Issuer will pay the principal of and interest on the Securities in money of the
United States of America that at the time of payment is legal tender for payment
of public and private debts. Such amounts shall be payable at the offices of the
Trustee or any Paying Agent, provided that at the option of the Issuer, the
Issuer may pay such amounts (1) by wire transfer with respect to Securities
represented by a Global Note or (2) by check payable in such money mailed to a
Holder's registered address with respect to any Security. No sinking fund is
provided for the Securities.
ARTICLE III Paying Agent and Registrar. Initially, JPMorgan
Chase Bank (the "Trustee"), the Trustee under the Indenture, will act as Paying
Agent and Registrar. The Issuer may change any Paying Agent, Registrar,
co-registrar or additional paying agent without notice to any Holder. The Issuer
or any of the Issuer's subsidiaries may act in any such capacity.
ARTICLE IV Indenture. The terms of the Securities include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939, as amended (15 U.S. Code ss.ss.
77aaa-77bbbb) (the "TIA"), as in effect on the date of execution of the
Indenture. The Securities are subject to all such terms, and Holders are
referred to the Indenture and the TIA for a statement of such terms. The
Securities are unsecured senior obligations of the Issuer and rank equally with
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all of the Issuer's existing and future unsecured indebtedness. The Indenture
provides for the issuance of other series of debt securities thereunder.
ARTICLE V Denominations, Transfer, Exchange. The Securities
are in registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Securities may be registered and Securities
may be exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not exchange or register the transfer of any
Securities during the period between a record date and the corresponding
Interest Payment Date.
ARTICLE VI Persons Deemed Owners. The registered Holder of a
Security shall be treated as its owner for all purposes.
ARTICLE VII Amendments and Waivers. Subject to certain
exceptions and limitations, the Indenture or the Securities may be amended or
supplemented by the Issuer and the Trustee with the written consent (including
consents obtained in connection with a tender offer or exchange offer for the
Securities of any one or more series or all series or a solicitation of consents
in respect of the Securities of any one or more series or all series) of the
Holders of at least a majority in principal amount of the then outstanding
Securities of all series under the Indenture affected by such amendment or
supplement (acting as one class), and any existing or past Default or Event of
Default under, or compliance with any provision of, the Indenture may be waived
(other than any continuing Default or Event of Default in the payment of the
principal of, premium (if any) or interest on the Securities) by the Holders of
at least a majority in principal amount of the then outstanding Securities of
any series or of all series (acting as one class) in accordance with the terms
of the Indenture. The Issuer and the Trustee may amend or supplement the
Indenture or the Securities or waive any provision of either, to:
(1) cure any ambiguity, omission, defect or inconsistency;
(2) evidence the assumption by a Successor of the Issuer's
obligations under the Indenture and the Securities;
(3) provide for uncertificated Securities in addition to or
in place of certificated Securities or to provide for the issuance
of bearer securities (with or without coupons);
(4) provide any security for the Securities or to add
guarantees of, or additional obligors on, the Securities;
(5) comply with any requirement in order to effect or
maintain the qualification of the Indenture under the TIA;
(6) add to the covenants of the Issuer for the benefit of
the Holders of the Securities, or to surrender any right or power
conferred by the Indenture upon the Issuer;
(7) add any additional Events of Default with respect to the
Securities;
A-6
(8) change or eliminate any of the provisions of the
Indenture, provided that any such change or elimination shall
become effective only when there are no outstanding Securities
of any series that are adversely affected in any material respect
by such changes in or elimination of such provisions;
(9) establish the form or terms of Securities of any series as
permitted by the Indenture;
(10) supplement any of the provisions of the Indenture to such
extent as shall be necessary to permit or facilitate the
defeasance and discharge of the Securities pursuant to the
Indenture, provided that any such action shall not adversely
affect the interest of the Holders of the Securities of any series
in any material respect;
(11) evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities
and to add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration
of the trusts thereunder by more than one Trustee, pursuant to the
requirements of the Indenture; or
(12) make any other change that does not adversely affect the
rights of any Holder of any series of Securities under the
Indenture.
The right of any Holder to participate in any consent required
or sought pursuant to any provision of the Indenture (and the obligation of the
Issuer to obtain any such consent otherwise required from such Holder) may be
subject to the requirement that such Holder shall have been the Holder of record
of any Securities with respect to which such consent is required or sought as of
a date fixed in accordance with the terms of the Indenture.
Without the consent of each Holder affected, the Issuer may
not:
(1) reduce the amount of Securities whose Holders must consent
to an amendment, supplement or waiver;
(2) reduce the rate of or change the time for payment of
interest, including default interest, on any Security;
(3) change the Stated Maturity of any Security;
(4) change the coin or currency or currencies (including
composite currencies) in which any Security or any premium or
interest with respect thereto are payable;
(5) impair the right to institute suit for the enforcement of
any payment of principal of, premium (if any) or interest on any
Security pursuant to Sections 6.07 and 6.08 of the Indenture,
except as limited by Section 6.06 of the Indenture;
(6) make any change in the percentage of principal amount of
Securities necessary to waive compliance with certain provisions
of the Indenture pursuant to Section 6.04 or 6.07 of the Indenture
or make any change in Section 9.02(8) of the Indenture; or
A-7
(7) waive a continuing Default or Event of Default in the
payment of principal of, premium (if any) or interest on the
Securities.
A supplemental indenture that changes or eliminates any
covenant or other provision of the Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities under the
Indenture, or which modifies the rights of the Holders of Securities of such
series with respect to such covenant or other provision, shall be deemed not to
affect the rights under the Indenture of the Holders of the Securities.
ARTICLE VIII Defaults and Remedies. Events of Default are
defined in the Indenture and with respect to the Securities generally include:
(1) default by the Issuer in the payment of any interest on
the Securities when the same becomes due and payable and such
default continues for a period of 30 days;
(2) default by the Issuer in any payment of principal of or
premium (if any) on the Securities when the same becomes due
and payable;
(3) default by the Issuer in observing or performing any of
its other covenants or agreements in, or provisions of, the
Securities or the Indenture which shall not have been remedied
within 60 days after written notice to the Issuer by the Trustee
or to the Issuer and Trustee by the holders of at least 25% in
aggregate principal amount of the Securities then outstanding
affected by such default;
(4) default by the Issuer on a scheduled payment at maturity,
in the aggregate principal amount of $125 million or more, after
the expiration of any applicable grace period, of any Indebtedness
or the acceleration of any Indebtedness of the Issuer in such
aggregate principal amount, so that it becomes due and payable
prior to the date on which it would otherwise have become due
and payable and such payment default is not cured or such
acceleration is not rescinded within 30 days after notice to the
Issuer in accordance with the terms of the Indebtedness; or
(5) certain events involving bankruptcy, insolvency or
reorganization affecting the Issuer.
If an Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of the outstanding
Securities affected by such default (or, in the case of an Event of Default
described in clause (3) above, if outstanding Securities of other series are
affected by such Default, then at least 25% in principal amount of the then
outstanding Securities so affected), may declare the principal of and interest
on all the Securities to be immediately due and payable, except that in the case
of an Event of Default arising from certain events of bankruptcy, insolvency or
reorganization affecting the Issuer, all outstanding Securities become due and
payable immediately without further action or notice by the Trustee or any
Holder. The amount due and payable upon the acceleration of any Security is
equal to 100% of the principal amount thereof plus accrued interest to the date
of payment. Holders may not enforce the Indenture or the Securities except as
A-8
provided in the Indenture. The Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Securities. Subject to certain
limitations, Holders of a majority in aggregate principal amount of the then
outstanding Securities may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or may direct the Trustee in
its exercise of any trust or power conferred on the Trustee. The Trustee may
withhold from Holders notice of any continuing default (except a default in
payment of principal or interest) if it determines that withholding notice is in
their interests. The Issuer must furnish an annual compliance certificate to the
Trustee.
ARTICLE IX Discharge Prior to Maturity. The Indenture with
respect to the Securities shall be discharged and canceled upon the payment of
all of the Securities issued thereunder and shall be discharged except for
certain obligations upon the irrevocable deposit with the Trustee of funds or
Government Obligations sufficient for such payment.
ARTICLE X Trustee Dealings with the Issuer. The Trustee, in
its individual or any other capacity, may make loans to, accept deposits from,
and perform services for the Issuer or its Affiliates, and may otherwise deal
with the Issuer or its Affiliates, as if it were not Trustee.
ARTICLE XI No Recourse Against Others. A director, officer,
employee or stockholder, as such, of the Issuer shall not have any liability for
any obligations of the Issuer under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Securities.
ARTICLE XII Authentication. The Securities shall not
be valid until authenticated by the manual signature of the Trustee or an
authenticating agent.
ARTICLE XIII CUSIP Numbers. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Issuer has caused CUSIP numbers to be printed on the Securities as a convenience
to the Holders of the Securities. No representation is made as to the accuracy
of such numbers as printed on the Securities and reliance may be placed only on
the other identification numbers printed thereon.
ARTICLE XIV Indenture to Control; Governing Law. In the case
of any conflict between the provisions of this Security and the Indenture, the
provisions of the Indenture shall control. The Indenture and the Securities
shall be governed by and construed under the laws of the State of New York,
without giving effect to applicable principles of conflicts of law to the extent
the laws of another jurisdiction would be required to apply.
ARTICLE XV Successor Person. When a Successor assumes all the
obligations of its predecessor under the Securities and the Indenture in
accordance with the terms and conditions of the Indenture, the predecessor
person will (except in certain circumstances specified in the Indenture) be
released from those obligations.
ARTICLE XVI Abbreviations and Definitions. Customary
abbreviations may be used in the name of a Holder or an assignee, such as: TEN
COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
A-9
The Issuer will furnish to any Holder upon written request and
without charge a copy of the Indenture. Request may be made to:
Halliburton Company
1401 McKinney, Suite 2400
Houston, Texas 77010
Telephone: (713) 759-2600
Attention: General Counsel
A-10
SCHEDULE A
The initial aggregate principal amount of Securities evidenced
by the Certificate to which this Schedule is attached is $2,000,000. The
notations on the following table evidence decreases and increases in the
aggregate principal amount of Securities evidenced by such Certificate.
Principal Amount of
Securities Remaining
Decrease in Principal Amount Increase in Principal After Such Decrease or Notation by
of Securities Amount of Securities Increase Security Registrar
- --------------------------------------------------------------------------------------------------------------
A-11
ASSIGNMENT FORM
To assign this Security, fill in the form below: (I) or (we)
assign and transfer this Security to
-------------------------------------------
- --------------------------------------------------------------------------------
(Insert assignee's social security or tax I.D. number)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)
and irrevocably appoint
---------------------------------------------------------
as agent to transfer this Security on the books of the Issuer. The agent may
substitute another to act for him.
Date: Your Signature:
---------------- -------------------------------------
(Sign exactly as your name appears on
the face of this Security)
Signature Guarantee:
------------------------------------------------------------
(Participant in a Recognized Signature
Guaranty Medallion Program)
This assignment relates to $ principal amount of 7.6%
-----
Debentures due 2096 of Halliburton Company held in (5) book-entry or
------
(5) definitive form by (the "Transferor").
------ ---------------------
The Transferor has requested the Trustee by written order to
exchange or register the transfer of a Note or Notes.
In connection with such request and in respect of each such
Note, the Transferor does hereby certify that the Transferor is familiar with
the Indenture, as supplemented, relating to the above-captioned Notes and that
the transfer of this Note does not require registration under the Securities Act
(as defined below) because:5
|_| Such Note is being acquired for the Transferor's own account
without transfer.
|_| Such Note is being transferred to the Issuer.
(5) Fil in blank or check appropriate box, as applicable.
A-12
|_| Such Note is being transferred to a "qualified institutional buyer"
(as defined in Rule 144A under the Securities Act), in accordance with Rule 144A
under the Securities Act.
|_| Such Note is being transferred pursuant to an exemption from
registration in accordance with Rule 904 of Regulation S under the Securities
Act, based upon an opinion of counsel if the Issuer or the Trustee so requests,
together with a certification in substantially the form of attached to the
Indenture.
|_| Such Note is being transferred to an institutional accredited
investor (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act), that has furnished to the Trustee a signed letter containing certain
representations and agreements as required by the Indenture.
|_| Such Note is being transferred pursuant to another available
exemption under the Securities Act.
-------------------------------------------
[INSERT NAME OF TRANSFEROR]
By:
----------------------------------------
Name:
Title:
Address:
Date:
-------------------
A-13
EXHIBIT B
FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
TRANSFERS PURSUANT TO REGULATION S
[Date]
JPMorgan Chase Bank, as Trustee
Re: 7.6% Debentures Due 2096 of Halliburton Company (the "7.6% Debentures")
---------------
Dear Sir or Madam:
Reference is hereby made to the Indenture dated as of October
17, 2003, as supplemented by the Second Supplemental Indenture thereto, and as
amended and supplemented from time to time thereafter (the "Indenture") between
Halliburton Company, as issuer, and JPMorgan Chase Bank, as Trustee. Capitalized
terms used but not defined herein shall have the meanings given them in the
Indenture. In connection with our proposed sale of $________ aggregate principal
amount of the 7.6% Debentures, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the United States
Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, we
represent that:
(a) the offer of the 7.6% Debentures was not made to a person
in the United States;
(b) either (i) at the time the buy order was originated, the
transferee was outside the United States or we and any person acting on our
behalf reasonably believed that the transferee was outside the United States or
(ii) the transaction was executed in, on or through the facilities of a
designated off-shore securities market and neither we nor any person acting on
our behalf knows that the transaction has been pre-arranged with a buyer in the
United States;
(c) no directed selling efforts have been made in the United
States in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S, as applicable;
(d) the transaction is not part of a plan or scheme to evade
the registration requirements of the Securities Act; and
(e) we are the beneficial owner of the principal amount
of 7.6% Debentures being transferred.
In addition, if the sale is made during a restricted period
and the provisions of Rule 903(c)(3) or Rule 904(c)(1) of Regulation S are
applicable thereto, we confirm that such sale has been made in accordance with
the applicable provisions of Rule 903(c)(3) or Rule 904(c)(1), as the case may
be.
B-1
You and the issuer are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this certificate have
the meanings set forth in Regulation S.
Very truly yours,
[Name of Transferor]
By:
-----------------------------------
Authorized Signature Signature Medallion Guaranteed
B-2
EXHIBIT C
FORM OF TRANSFER CERTIFICATE FOR TRANSFER TO
QUALIFIED INSTITUTIONAL BUYERS
[Date]
JPMorgan Chase Bank, as Trustee
Re: 7.6% Debentures due 2096 of Halliburton Company (the "7.6% Debentures")
------------------
Dear Sir or Madam:
Reference is hereby made to the Indenture dated as of October
17, 2003, as supplemented by the Second Supplemental Indenture thereto, and as
amended and supplemented from time to time thereafter (the "Indenture") between
Halliburton Company, as issuer, and JPMorgan Chase Bank, as Trustee. Capitalized
terms used but not defined herein shall have the meanings given them in the
Indenture. This letter relates to $ aggregate principal amount of
-----------
7.6% Debenture which are held in the name of [name of transferor] (the
"Transferor") to effect the transfer of such 7.6% Debentures in exchange for an
equivalent beneficial interest in the Rule 144A Global Debenture.
In connection with such request, and with respect to such 7.6%
Debentures, the Transferor does hereby certify that such 7.6% Debentures are
being transferred in accordance with (i) the transfer restrictions set forth in
the 7.6% Debentures and (ii) Rule 144A under the United States Securities Act of
1933, as amended ("Rule 144A"), to a transferee that the Transferor reasonably
believes is purchasing the 7.6% Debentures for its own account or an account
with respect to which the transferee exercises sole investment discretion, and
the transferee, as well as any such account, is a "qualified institutional
buyer" within the meaning of Rule 144A, in a transaction meeting the
requirements of Rule 144A and in accordance with applicable securities laws of
any state of the United States or any other jurisdiction.
You and the issuer are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.
C-1
Very truly yours,
[Name of Transferor]
By:
-------------------------------
Authorized Signature Signature Medallion Guaranteed
C-2
EXHIBIT D
FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS
[Date]
Halliburton Company
c/o JPMorgan Chase Bank
600 Travis, Suite 1150
Houston, Texas 77002
Attention: Institutional Trust Services
Ladies and Gentlemen:
This certificate is delivered to request a transfer of
$ principal amount of the 7.6% Debentures due 2096 of Halliburton
----------
Company (the "7.6% Debentures").
Upon transfer, the 7.6% Debentures would be registered in the
name of the new beneficial owner as follows:
Name:
----------------------------------------
Address:
-------------------------------------
Taxpayer ID Number:
--------------------------
The undersigned represents and warrants to you that:
1. We are an institutional accredited investor (as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended
(the "Securities Act")) purchasing for our own account or for the account of
such an institutional accredited investor at least $250,000 principal amount of
the 7.6% Debentures, and we are acquiring the 7.6% Debentures not with a view
to, or for offer or sale in connection with, any distribution in violation of
the Securities Act. We have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risk of our
investment in the 7.6% Debentures and we invest in or purchase securities
similar to the 7.6% Debentures in the normal course of our business. We and any
accounts for which we are acting are each able to bear the economic risk of our
or its investment.
2. We understand that the 7.6% Debentures have not been
registered under the Securities Act and, unless so registered, may not be sold
except as permitted in the following sentence. We agree on our own behalf and on
behalf of any investor account for which we are purchasing 7.6% Debentures to
offer, sell or otherwise transfer such 7.6% Debentures prior to the date that is
two years after the later of the date of original issue and the last date on
which Halliburton Company (the "Company") or any affiliate of the Company was
the owner of such 7.6% Debentures (or any predecessor thereto) (the "Resale
Restriction Termination Date") only (a) to the Company, (b) in a transaction
complying with the requirements of Rule 144A under the Securities Act ("Rule
D-1
144A"), to a person we reasonably believe is a qualified institutional buyer
under Rule 144A (a "QIB") that purchases for its own account or for the account
of a QIB and to whom notice is given that the transfer is being made in reliance
on Rule 144A, (c) pursuant to offers and sales that occur outside the United
States within the meaning of Regulation S under the Securities Act, (d) to an
institutional accredited investor within the meaning of Rule 501(a)(1), (2), (3)
or (7) under the Securities Act that is purchasing for its own account or for
the account of such an institutional accredited investor, in each case in a
minimum principal amount of 7.6% Debentures of $250,000 or (e) pursuant to any
other available exemption from the registration requirements of the Securities
Act, subject in each of the foregoing cases to any requirement of law that the
disposition of our property or the property of such investor account or accounts
be at all times within our or their control and in compliance with any
applicable state securities laws. The foregoing restrictions on resale will not
apply subsequent to the Resale Restriction Termination Date. If any resale or
other transfer of the 7.6% Debentures is proposed to be made pursuant to clause
(d) above prior to the Resale Restriction Termination Date, the transferor shall
deliver a letter from the transferee substantially in the form of this letter to
the Company and the Trustee, which shall provide, among other things, that the
transferee is an institutional accredited investor (within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring
such 7.6% Debentures for investment purposes and not for distribution in
violation of the Securities Act. Each purchaser acknowledges that the Company
and the Trustee reserve the right prior to any offer, sale or other transfer
prior to the Resale Termination Date of the 7.6% Debentures pursuant to clause
(c), (d) or (e) above to require the delivery of an opinion of counsel,
certifications and/or other information satisfactory to the Company and the
Trustee.
TRANSFEREE:
------------------------------
BY
---------------------------------------
D-2