VOTING AGREEMENT
VOTING AGREEMENT ("Agreement") dated as of June 30, 1996, between
Halliburton Company, a Delaware corporation (the "Acquiror"), and S. Rutt
Bridges and Barbara Ann Bridges (the "Stockholders"), holders of shares of
common stock, par value $0.05 per share, of Landmark Graphics Corporation, a
Delaware corporation (the "Company").
RECITALS:
The Stockholders beneficially own an aggregate of 1,971,263 shares
(together with any additional shares as to which beneficial ownership is
acquired by any member of the Stockholder Group described below, the "Company
Shares") of common stock, par value $0.05 per share ("Company Common Stock"), of
the Company.
The Acquiror is prepared to enter into an Agreement and Plan of Merger
with the Company (the "Merger Agreement") providing for the merger of the
Company with and into a wholly-owned subsidiary of the Acquiror and the
conversion in such merger of each share of Company Common Stock into the number
of shares of the Common Stock, par value $2.50 per share, of the Acquiror set
forth in the Merger Agreement (the "Merger").
To facilitate the Merger, the Stockholders are willing to enter into
certain arrangements with respect to the Company Shares.
NOW, THEREFORE, in consideration of the premises set forth above, the
mutual promises set forth below, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Stockholders' Support of the Merger. From the date hereof until
February 28, 1997, or, if earlier, termination of the Merger Agreement:
(a) Except as contemplated by the Merger Agreement, neither
the Stockholders nor any Person controlled by either Stockholder or any
Affiliate or Associate thereof, other than the Company and its
subsidiaries (collectively, the "Stockholder Group"), will, directly or
indirectly, sell, transfer, pledge or otherwise dispose of, or grant a
proxy with respect to, any Company Shares to any Person other than any
member of the Stockholder Group or the Acquiror or its designee, or
grant an option with respect to any of the Company Shares or enter into
any other agreement or arrangement with respect to any of the Company
Shares.
(b) The Stockholders agree that the Stockholders will vote,
and will cause each member of the Stockholder Group to vote, all
Company Shares beneficially owned by such Persons (i) in favor of the
Merger and (ii), subject to the provisions of paragraph (c) below,
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against any combination proposal or other matter that may interfere or
be inconsistent with the Merger (including without limitation a
Competing Transaction).
(c) The Stockholders agree that, if reasonably requested by
the Acquiror in order to facilitate the Merger, they will not, and they
will cause each member of the Stockholder Group not to, attend or vote
any Company Shares beneficially owned by any such Person at any annual
or special meeting of stockholders or execute any written consent of
stockholders.
(d) The Stockholders hereby consent to the Acquiror's
announcement in any press release, public filing, advertisement or
other document, that the Stockholders have entered into this Agreement.
(e) To the extent inconsistent with the provisions of this
Section 1, each member of the Stockholder Group hereby revokes any and
all proxies with respect to such member's Company Shares or any other
voting securities of the Company.
2. Miscellaneous
(a) The Stockholders, on the one hand, and the Acquiror, on
the other, acknowledge and agree that irreparable damage would occur if
any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties hereto shall be entitled to an
injunction or injunctions to prevent breaches of the provisions of this
Agreement and to enforce specifically the terms and provisions hereof
in any court of the United States or any state thereof having
jurisdiction, in addition to any other remedies to which they may be
entitled at law or equity.
(b) Descriptive headings are for convenience only and shall
not control or affect the meaning or construction of any provision of
this Agreement.
(c) All notices, consents, requests, instructions, approvals
and other communications provided for herein shall be validly given,
made or served, if in writing and delivered personally, by telecopier
(subject to receipt of electronic confirmation) or sent by registered
mail, postage prepaid:
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If to the Acquiror:
Halliburton Company
3600 Lincoln Plaza
500 North Akard Street
Dallas, Texas 75201-3391
Attention: Lester L. Coleman, Executive
Vice President and General Counsel
Telecopier No.: (214) 978-2658
with a copy to:
Vinson & Elkins L.L.P.
First City Tower
1001 Fannin
Houston, Texas 77002-6760
Attention: William E. Joor III
Telecopier No.: (713) 758-2346
If to the Stockholders:
S. Rutt Bridges
34 Silver Fox Circle
Greenwood Village, Colorado 80121
and
Barbara Ann Bridges
4200 East Plum Court
Greenwood Village, Colorado 80121
or to such other address or telecopier number as any party may, from
time to time, designate in a written notice given in a like manner.
Notice given by telecopier shall be deemed delivered on the day the
sender receives telecopier confirmation that such notice was received
at the telecopier number of the addressee. Notice given by mail as set
out above shall be deemed delivered three days after the date the same
is postmarked.
(d) From and after the termination of this Agreement, the
covenants of the parties set forth herein shall be of no further force
or effect and the parties shall be under no further obligation with
respect thereto.
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(e) Definitions. For purposes of this Agreement, the
following terms shall have the following meanings:
(i) Affiliate. "Affiliate" shall have the meaning
ascribed to it in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act, as in effect on the date
hereof.
(ii) Associate. "Associate" shall have the meaning
ascribed to it in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act, as in effect on the date
hereof.
(iii) Beneficial Owner. A person shall be deemed a
"beneficial owner" of or to have "beneficial ownership" of
Company Shares in accordance with the interpretations of the
term "beneficial ownership" as defined in Rule 13-d(3) under
the Exchange Act, as in effect on the date hereof, provided
that a Person shall be deemed to be the beneficial owner of,
and to have beneficial ownership of, Company Shares that such
Person or any Affiliate of such Person has the right to
acquire (whether such right is exercisable immediately or only
after the passage of time) pursuant to any agreement,
arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrant, options or
otherwise.
(iv) Exchange Act. "Exchange Act" shall mean the
Securities Exchange Act of 1934, as amended.
(v) Person. A "Person" shall mean any individual,
firm, corporation, partnership, trust, limited liability
company or other entity.
(vi) Significant Subsidiary. "Significant
Subsidiary" shall have the meaning ascribed to it in
Rule 1-02 of SEC Regulation S-X as in effect on the date
hereof.
(g) Due Authorization; No Conflicts. The Stockholders hereby
represent and warrant to the Acquiror as follows: The Stockholders have
full power and authority to enter into this Agreement; neither the
execution or delivery of this Agreement nor the consum mation of the
transactions contemplated herein will (a) conflict with or result in a
breach, default or violation of (i) any of the terms, provisions or
conditions of the certificate of incorporation or bylaws of any member
of the Stockholder Group or (ii) any agreement, proxy, document,
instrument, judgment, decree, order, governmental permit, certificate,
license, law, statute, rule or regulation to which any member of the
Stockholder Group is a party or to which it is subject, (b) result in
the creation of any lien, charge or other encum brance on any shares of
Company Common Stock or (c) require any member of the Stockholder Group
to obtain the consent of any private nongovernmental third party; no
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consent, action, approval or authorization of, or registration,
declaration or filing with, any governmental department, commission,
agency or other instrumentality or any other person or entity is
required to authorize, or is otherwise required in connection with, the
execution and delivery of this Agreement (with the exception of an
Amended Schedule 13D to be filed by the Stockholders pursuant to the
Securities Exchange Act of 1934, as amended) or the Stockholders'
performance of the terms of this Agreement or the validity or
enforceability of this Agreement; neither Stockholder has any plan or
intention to sell or otherwise dispose of any shares of Acquiror Common
Stock to be received by the undersigned pursuant to the Merger.
(h) Successors and Assigns. This Agreement shall be binding
upon, and inure to the benefit of, the parties hereto and their
respective heirs, personal representatives, successors, assigns and
Affiliates, but shall not be assignable by either party hereto without
the prior written consent of the other party hereto.
(i) Waiver. No party may waive any of the terms or
conditions of this Agreement except by a duly signed writing referring
to the specific provision to be waived.
(j) Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Texas,
regardless of the laws that might otherwise govern under applicable
principles of conflicts of law; provided, however, that any matter
involving the internal corporate affairs of any party hereto shall be
governed by the provisions of the General Corporation Law of the State
of Delaware.
(k) Entire Agreement. This Agreement constitutes the entire
agreement and supersedes all other and prior agreements and
understandings, both written and oral, among the parties hereto and
their Affiliates.
(l) Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original but all
of which shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Stockholders have each executed this Agreement
and the Acquiror has caused this Agreement to be duly executed by an officer,
thereunto duly authorized, all as of the day and year first above written.
HALLIBURTON COMPANY
By:_________________________________
Lester L. Coleman
Executive Vice President
and General Counsel
STOCKHOLDERS
____________________________________
S. Rutt Bridges
____________________________________
Barbara Ann Bridges
VEHOU05:17947.1
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