DRESSER INDUSTRIES, INC.
(Issuer and Guarantor)
AND
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
(Trustee)
Second Supplemental Indenture
Dated as of October 30, 1997
8% Guaranteed Senior Notes due 2003
SECOND SUPPLEMENTAL INDENTURE dated as of October 30, 1997, by and
between DRESSER INDUSTRIES, INC. ("Successor"), a corporation incorporated and
existing under the laws of the State of Delaware and TEXAS COMMERCE BANK
NATIONAL ASSOCIATION, (the "Trustee"), a national banking association.
RECITALS
A. Baroid Corporation (the "Company"), a corporation incorporated and existing
under the laws of the State of Delaware, has heretofore executed and delivered
to the Trustee a certain Indenture dated as of April 22, 1993, as supplemented
as of August 4, 1994, (the Indenture, as supplemented herein called the
"Indenture") providing for the issue of $150,000,000 principal amount of its 8%
Guaranteed Senior Notes due 2003 (the "Securities"). All terms used in this
Second Supplemental Indenture which are defined in the Indenture and not defined
herein shall have the same meanings assigned to them in the Indenture.
B. Pursuant to the Certificate and Articles of Dissolution and Plan of
Dissolution dated as of October 30, 1997, by the Company and the Successor, the
Company was dissolved and its assets distributed to Successor, and Successor
assumed all the Company's liabilities and obligations as of that date (the
"Dissolution") pursuant to the laws of Delaware.
C. Section 4.01 of the Indenture provides that in the event that the Company
shall sell, assign, transfer or lease all or substantially all of its assets to
a successor company, the successor company shall expressly assume by
supplemental indenture all the obligations of the Company under the Securities
and the Indenture.
D. Section 8.01 of the Indenture provides that a supplemental indenture may be
entered into by the Company and the Trustee without the consent of any Holders
to comply with Article 4.
E. The Company has furnished the Trustee with an Officers' Certificate stating
that the Dissolution and this Second Supplemental Indenture comply with clauses
(1) through (3) of Article 4 of the Indenture.
AGREEMENT
NOW THEREFORE, for and in consideration of the foregoing premises, the
parties hereto do hereby mutually covenant and agree as follows:
SECTION 1. The Successor hereby expressly assumes, from and after the
consummation of the Dissolution, all the obligations and liabilities of the
Company under the Securities and the Indenture.
SECTION 2. The Successor shall, from and after the consummation of the
Dissolution, by virtue of the aforesaid assumption and the delivery of this
Second Supplemental Indenture, succeed to, and be substituted for, and may
exercise every right and power of, the Company under the Indenture with the same
effect as if the Successor had been named as the Company in the Indenture.
SECTION 3. Pursuant to Section 9.02 of the Indenture, any notice or
communication provided or permitted by the Indenture to be made upon, given or
furnished to, or filed with the Company shall be addressed to Dresser
Industries, Inc. at P.O. Box 718, Dallas, Texas 75221, Attention: Treasurer.
SECTION 4. In case any provision in this Second Supplemental Indenture
shall be invalid, illegal or unenforeceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired hereby.
SECTION 5. This Second Supplemental Indenture supplements the Indenture
and shall be a part and subject to all the terms thereof. Except as supplemented
hereby, the Indenture shall continue in full force and effect.
SECTION 6. This Second Supplemental Indenture shall be construed in
accordance with and governed by the laws of the State of New York.
SECTION 7. This Second Supplemental Indenture may be executed in one or
more counterparts each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instruments.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the 30th day of October, 1997.
DRESSER INDUSTRIES, INC.
Attest:
/s/ George H. Juetten
--------------------------------
/s/ Rebecca R. Morris By: George H. Juetten
- ------------------------- Senior Vice President and
Secretary Chief Financial Officer
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
/s/ Letha Glover
--------------------------------
By: Letha Glover
Assistant Vice President and
Trust Officer