THIRD SUPPLEMENTAL INDENTURE
dated as of September 29, 1998
among
DRESSER INDUSTRIES, INC.
(as Issuer and Guarantor),
HALLIBURTON COMPANY,
(as Guarantor)
and
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
(as Trustee)
(Baroid Note Indenture)
This Third Supplemental Indenture dated as of September 29, 1998 is
among Dresser Industries, Inc., a corporation incorporated and existing under
the laws of the State of Delaware ("Dresser"), Halliburton Company, a
corporation incorporated and existing under the laws of the State of Delaware
(the "Guarantor"), and Chase Bank of Texas, National Association (formerly Texas
Commerce Bank National Association), a national banking association, as trustee
(the "Trustee").
RECITALS:
Baroid Corporation, a corporation incorporated under the laws of the
State of Delaware ("Baroid"), duly authorized the creation of its 8% Senior
Notes due 2003 (the "Securities") and the execution and delivery of the
Indenture dated as of April 22, 1993 between Baroid and the Trustee (the
"Original Indenture") and issued the Securities pursuant to the Original
Indenture.
Following the acquisition of Baroid by Dresser, Baroid, Dresser and the
Trustee, thereunto duly authorized, entered into a Supplemental Indenture dated
as of August 4, 1994 (the "First Supplemental Indenture") pursuant to which,
among other things, Dresser fully and unconditionally guaranteed the payment of
the principal, premium, if any, and interest on the Securities and the
performance of Baroid's obligations under the Original Indenture.
On October 30, 1997, Baroid was liquidated through distribution of its
assets to and assumption of its liabilities by Dresser and was dissolved through
the filing of a Certificate of Dissolution with the Secretary of State of
Delaware.
As of October 30, 1997, Dresser and the Trustee, thereunto duly
authorized, entered into a Second Supplemental Indenture (the "Second
Supplemental Indenture") pursuant to which Dresser assumed and succeeded to all
of Baroid's obligations under the Original Indenture, as theretofore
supplemented.
On September 29, 1998, a wholly owned subsidiary of the Guarantor
merged with and into Dresser as a result of which Dresser, as the surviving
corporation, became a wholly owned subsidiary of the Guarantor.
The Guarantor has duly authorized the full and unconditional guarantee
of the Securities on the terms hereinafter set forth and has duly authorized the
execution and delivery of this Third Supplemental Indenture.
Each of Dresser and the Trustee has duly authorized the execution and
delivery of this Third Supplemental Indenture.
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.
Section 1.01. Definitions. As used hereinafter:
(a) the term "Indenture" shall mean the Indenture as
supplemented by the First, Second and Third Supplemental Indentures.
(b) the term "Guarantor" shall mean Halliburton Company, a
Delaware corporation, and its successors and assigns.
Section 1.02. Other capitalized terms used but not defined herein are
defined in the Original Indenture or the First or Second Supplemental Indenture
and are used herein with the meanings ascribed to them therein.
ARTICLE II.
Section 2.01. Amendment of Article 10. Article 10 of the Original
Indenture, as supplemented by the First Supplemental Indenture and the Second
Supplemental Indenture, is hereby amended so as to be and read in its entirety
as follows:
ARTICLE 10
GUARANTEE OF SECURITIES
SECTION 10.01 Guarantee. The Guarantor for consideration
received unconditionally and irrevocably guarantees to each
Securityholder (i) the due and punctual payment of the principal of,
premium, if any, and interest on such Security when and as the same
shall become due and payable, whether at Stated Maturity, as a result
of redemption, upon exercise by the Holder of the repurchase option
upon a Change of Control, by acceleration or otherwise; (ii) the due
and punctual payment of interest on overdue principal of and interest
on the Securities, to the extent lawful; (iii) the due and punctual
performance of all other obligations under this Indenture to the
Securityholders or the Trustee in accordance with the terms of such
Security and of this Indenture; and (iv) in the case of any extension
of time of payment or renewal of any Securities or any such other
obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, at
Stated Maturity, at redemption, upon exercise by the Holder of the
repurchase option upon a Change of Control, by acceleration or
otherwise, to be paid by such Guarantor. In all respects, the Guarantor
hereby agrees that its obligations hereunder shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any
invalidity, irregularity or unenforceability of any such Security or
any other Article of this Indenture, any failure to enforce or
exercise, or delay in enforcing or exercising, any right, power or
privilege or any of the other provisions of such Security or this
Indenture, any waiver, modification or indulgence granted to the
Company with respect thereto by the Securityholders or the Trustee, or
any other circumstances which may otherwise constitute a legal or
equitable discharge of a surety or guarantor. This Guarantee is a
guarantee of payment and not of collection. The Guarantor waives
diligence, presentment, filing of claims with a court in the event of
merger or bankruptcy of the Company, any right to require a proceeding
or demand first against the Company, the benefit of discussion, protest
or notice with respect to any such Security or the indebtedness
represented thereby and all other demands whatsoever, and covenants
that this Guarantee will not be discharged as to any Security except by
payment in full of the amount of principal thereof, premium, if any,
and interest thereon and as provided by this Indenture. The Guarantor
further agrees that, as between Guarantor, on the one hand, and the
Securityholders and the Trustee, on the other hand, (i) the maturity of
the obligations guaranteed hereby may be accelerated as provided in
Article 5 hereof for the purposes of this Guarantee, notwithstanding
any stay, injunction or other prohibition preventing such acceleration
in respect of the obligations guaranteed hereby, and (ii) in the event
of any acceleration of such obligations as provided in Article 5
hereof, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantor for the purpose of
this Guarantee. In addition, without limiting the foregoing provisions,
upon the effectiveness of an acceleration under Article 5, the Trustee
shall promptly make a demand for payment on the Securities under the
Guarantee provided for in this Article 10 and not discharged; provided
that the failure by the Trustee to make any such demand shall not
impair or otherwise affect the obligations of the Guarantor.
The Guarantee set forth in this Section 10.01 shall not be
valid or become obligatory for any purpose with respect to any Security
unless the certificate of authentication shall have been signed by the
Trustee.
The obligations of Guarantor pursuant to this Guarantee shall
continue to be effective or automatically reinstated, as the case may
be, if at any time payment of obligations under this Indenture is
rescinded or otherwise must be restored or returned upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of
the Company or the Guarantor or for any reason, all as though such
payment had not been made.
The Guarantor shall be subrogated to all rights of the
Securityholders and the Trustee under the Securities and the Indenture;
provided, however, that the Guarantor shall not be entitled to any
payments arising out of such subrogation right until the principal of,
premium, if any, and interest on all Securities shall have been
irrevocably paid in full in accordance with the terms of such
Securities, the Indenture and the Guarantee.
To the extent that any right, power or authority is available
under this Indenture to the Trustee or any Securityholder to enforce
the provisions of the Securities, the Trustee and each Securityholder
shall have all such rights, powers and authority, not inconsistent with
the express provisions of this Guarantee, necessary to enforce the
provisions of this Guarantee. Each and every default to which this
Guarantee applies shall give rise to a separate cause of action
hereunder, and separate suits may be brought hereunder as each cause of
action arises. No remedy conferred upon or reserved to the Trustee or
any Securityholder is intended to be exclusive of any other remedy or
remedies, but each and every remedy shall be cumulative and shall be in
addition to every other remedy given under this Guarantee either now or
hereafter existing at law or in equity.
SECTION 10.02 Obligations of Guarantor Unconditional. Nothing
contained in this Article 10 or elsewhere in this Indenture or in any
Security is intended to or shall impair, as between Guarantor, on one
hand, and the Trustee and the Securityholders, on the other, the
obligation of Guarantor, which is absolute and unconditional, to pay to
the Securityholders and the Trustee the principal of, premium, if any,
and interest on the Securities as and when the same shall become due
and payable in accordance with the provisions of this Guarantee, nor
shall anything herein or therein prevent the Trustee or any
Securityholder from exercising all remedies otherwise permitted by
applicable law upon an Event of Default under this Indenture.
SECTION 10.03 Execution of Guarantee. To evidence its
guarantee to the Securityholders and the Trustee, the Guarantor hereby
agrees to execute a notation relating to the guarantee on each Security
authenticated and made available after the date of the Third
Supplemental Indenture for delivery by the Trustee. Such notation may
take the form of the Guaranty attached to the Third Supplemental
Indenture as Annex A. The Guarantor hereby agrees that its Guarantee
set forth in Section 10.01 shall remain in full force and effect
notwithstanding any failure to endorse on each Security a notation of
such Guarantee.
ARTICLE III.
Section 3.01. Effectiveness. This Third Supplemental Indenture shall,
upon execution and delivery hereof by all the parties hereto, become effective
as of the date hereof. From and after the effectiveness of this Third
Supplemental Indenture, the Indenture, as hereby supplemented, amended and
modified, shall remain in full force and effect.
Section 3.02. References. Each reference in the Indenture or this Third
Supplemental Indenture to any article, section, term or provision of the
Indenture shall mean and be deemed to refer to such article, section, term or
provision of the Indenture, as modified by this Third Supplemental Indenture,
except where the context otherwise indicates.
Section 3.03. Benefit. All the covenants, provisions, stipulations and
agreements contained in this Third Supplemental Indenture are and shall be for
the sole and exclusive benefit of the parties hereto, their successors and
assigns, and of the holders and registered owners from time to time of the
Securities issued and outstanding from time to time under the Indenture.
Section 3.04. Counterparts. This Third Supplemental Indenture may be
executed in any number of counterparts, each of which shall be deemed an
original and all of which taken together shall be deemed to be a single
instrument.
Section 3.05. Governing Law. This Third Supplemental Indenture shall be
deemed to be a contract under the laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of such state without
regard to principles of conflicts of laws, except as may otherwise be required
by mandatory provisions of law.
Section 3.06. Headings. The Article and Section headings herein are
for convenience only and shall not affect the construction hereof.
IN WITNESS WHEREOF, the said Halliburton Company, Dresser Industries,
Inc. and Chase Bank of Texas, National Association have each caused this Third
Supplemental Indenture to be executed in its corporate name by the officer whose
name is subscribed below, thereunto duly authorized, and its corporate seal to
be hereunto affixed and, in the cases of Halliburton Company and Dresser
Industries, Inc., attested by its Secretary or Assistant Secretary, all as of
the day and year first above written.
HALLIBURTON COMPANY
By /s/ Lester L. Coleman
-----------------------------
Attest: Name: Lester L. Coleman
Title: Executive Vice President
and General Counsel
By /s/ John M. Allen
--------------------------
Name: John M. Allen
Title: Assistant Secretary
DRESSER INDUSTRIES, INC.
By /s/ Lester L. Coleman
------------------------------
Name: Lester L. Coleman
Attest: Title: Senior Vice President
By /s/ John M. Allen
--------------------------
Name: John M. Allen
Title: Assistant Secretary
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION
By /s/ Letha Glover
------------------------------
Name: Letha Glover
Title: Assistant Vice President and
Trust Officer
ANNEX A
GUARANTEE
Halliburton Company (the "Guarantor") has, pursuant to the within
mentioned Indenture, unconditionally guaranteed that (a) the principal of,
premium, if any, and interest on the Securities, if lawful, and all other
obligations of the Company to the Holders or the Trustee will be paid in full or
performed, all in accordance with the terms hereof and set forth in the
Indenture, and (b) in the case of any extension of time of payment or renewal of
any Securities or any such other obligations, the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, at Stated Maturity, at redemption, by acceleration or otherwise. The
Guarantee will be binding upon the Guarantor and its successors and assigns and
will inure to the benefit of the successors and assigns of the Trustee and the
Holders and, in the event of any transfer or assignment of rights by any Holder
or the Trustee, the rights and privileges conferred upon that party will
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions contained in the Indenture. The Guarantee
will not be valid or obligatory for any purpose with respect to a Security
unless the certificate of authentication on the Security has been signed by the
Trustee.
HALLIBURTON COMPANY
By: /s/ Lester L. Coleman
-----------------------------
Lester L. Coleman
Executive Vice President and
General Counsel