THIRD SUPPLEMENTAL INDENTURE
Dated as of August 1, 1997
between
HALLIBURTON COMPANY
and
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
as Trustee
(Second Senior Indenture)
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.1 Definitions............................................. 1
ARTICLE II
AMENDMENTS
Section 2.1 Amendment of Section 2.1 of the
First Supplemental Indenture............................ 2
ARTICLE III
MISCELLANEOUS
Section 3.1 Counterparts............................................ 2
Section 3.2 Effect of Headings. .................................. 2
Section 3.3 Provisions for the Sole Benefit of Parties and Holders.. 2
THIRD SUPPLEMENTAL INDENTURE
This Third Supplemental Indenture dated as of August 1, 1997 is between
Halliburton Company, a Delaware corporation ("Halliburton"), and Texas Commerce
Bank National Association, a national banking association, as Trustee, and
amends and supplements that certain Second Senior Indenture dated December 1,
1996 between Halliburton and the Trustee (the "Second Senior Indenture"), as
heretofore amended and supplemented by the First Supplemental Indenture dated as
of December 5, 1996 between Halliburton and the Trustee (the "First Supplemental
Indenture") and the Second Supplemental Indenture dated as of December 12, 1996
among Halliburton, Halliburton Hold Co., a Delaware corporation (the "Issuer"),
and the Trustee (the "Second Supplemental Indenture")(the Second Senior
Indenture, as heretofore amended and supplemented, being herein called the
"Indenture").
RECITALS:
Pursuant to the Second Senior Indenture, as amended and supplemented by
the First Supplemental Indenture, Halliburton, as the predecessor of the Issuer,
proposed to offer, sell and issue from time to time, at an aggregate initial
offering price of up to $300,000,000, certain notes of its series of medium-term
notes due nine months or more from date of issue.
For that purpose, Halliburton, as the predecessor of the Issuer, by
means of the First Supplemental Indenture, established such series of
medium-term notes and certain terms and provisions thereof that were different
from, or in addition to, those provided in the Second Senior Indenture and
acknowledged that the remaining terms and provisions of such medium-term notes
would be established pursuant to the provisions of Section 2.3 of the Second
Senior Indenture.
Since that time, the Issuer has offered, sold and issued various
medium-term notes of such series for an aggregate initial offering price of
approximately $300,000,000, and, consequently, the Issuer has determined to
increase the aggregate size of such series of medium-term notes due nine months
or more from date of issue, thereby making available additional notes of such
series for offering, sale and issuance.
NOW, THEREFORE, in consideration of the premises, the covenants herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, the parties hereto
covenant and agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. Capitalized terms used but not defined
herein are defined in the Indenture, including without limitation the First
Supplemental Indenture, and are used herein with the definitions ascribed to
them therein.
ARTICLE II
AMENDMENTS
Section 2.1 Amendment of Section 2.1 of the First Supplemental
Indenture. Section 2.1 of the First Supplemental Indenture, as contained in the
Indenture, is hereby amended so as to be and read in its entirety as follows:
Section 2.1 Establishment of Series. Pursuant to the
provisions of Section 2.3 of the Indenture, there is hereby established
a series of Securities designated generally as the Medium-Term Notes
Due Nine Months or More From Date of Issue, Series A, that may be sold
and issued from time to time, at an aggregate initial offering price of
up to U. S. $500,000,000 (the "Notes"), subject to reduction by the
aggregate initial offering price of any other Securities that may be
theretofore sold and issued by the Issuer pursuant to the terms of the
Indenture. Forms of a Fixed Rate Note and a Floating Rate Note,
excluding in each case terms and provisions to be included therein
pursuant to a Note Terms Certificate, are attached hereto as Exhibits
B-1 and B-2, respectively, and by this reference incorporated herein.
ARTICLE III
MISCELLANEOUS
Section 3.1 Counterparts. This Third Supplemental Indenture may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which shall together constitute but one and the same
instrument.
Section 3.2 Effect of Headings. The Article and Section headings
herein and in the Table of Contents are for convenience only and shall not
affect the construction hereof.
Section 3.3 Provisions for the Sole Benefit of Parties and Holders.
Nothing in the Indenture, as supplemented, amended and modified by this Third
Supplemental Indenture, or in the Notes, expressed or implied, shall give or be
construed to give to any person, firm or corporation, other than the parties
hereto and their successors and the Holders, any legal or equitable right,
remedy or claim under the Indenture, as so supplemented, amended and modified,
or under any covenant or provision herein contained, all such covenants and
provisions being for the sole benefit of the parties hereto and their successors
and of the Holders.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed and the appropriate corporate seals
to be hereunto affixed and attested, all as of the 1st day of August, 1997.
HALLIBURTON COMPANY
By: /s/ Lester L. Coleman
-------------------------------
Title: Executive Vice President
and General Counsel
Attest:
/s/ Susan S. Keith
- --------------------------------------
Title: Vice President and Secretary
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
By:
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Title: