SEE RESTRICTIVE LEGENDS ON PAGE 2
NO. 1
DRESSER INDUSTRIES, INC.
CUSIP NO. 261597AG3
7.60% DEBENTURE DUE 2096
Dresser Industries, Inc., a Delaware corporation, and any successor
entity, for value received, hereby promises to pay to CEDE & CO. or
registered assigns the principal sum of TWO HUNDRED MILLION DOLLARS on August
15, 2096.
Interest Payment Dates: February 15 and August 15.
Interest Record Dates: February 1 and August 1.
Reference is hereby made to the further provisions of this Debenture set
forth on the reverse side hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place. Terms used
herein which are defined in the Indenture (as defined herein) shall have the
meanings assigned to them in the Indenture.
IN WITNESS WHEREOF, Dresser Industries, Inc. has caused this instrument
to be executed by its duly authorized officers or representatives.
DRESSER INDUSTRIES, INC.
Attest:
By:
- ---------------------- --------------------------------
Secretary Vice President-Controller
(Principal Accounting Officer)
This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as Trustee
Dated: August 9, 1996 By:
---------------------------------
Authorized Signatory
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM, THIS SECURITY 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 OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER 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 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.
-2-
DRESSER INDUSTRIES, INC.
7.60% DEBENTURE DUE 2096
1. INTEREST. Dresser Industries, Inc., a Delaware corporation (the
"Issuer"), promises to pay interest on the principal amount of this Debenture
(and, to the fullest extent permitted by law, on any interest payment due but
unpaid on such principal amount), until the principal hereof is paid or made
available for payment, at the rate of 7.60% per annum. The Issuer will pay
interest semi-annually on February 15 and August 15 of each year, commencing
February 15, 1997, and at maturity (each such date being hereinafter referred
to as an "Interest Payment Date"). Interest on the Debenture will accrue
from the most recent date to which interest has been paid, or if no interest
has been paid, from August 9, 1996. Interest will be computed on the basis
of a 360-day year consisting of twelve 30-day months.
2. METHOD OF PAYMENT. The Issuer will pay interest on the Debentures
(except defaulted interest) to the persons who are registered holders of the
Debentures at the close of business on the February 1 or August 1 next
preceding the applicable Interest Payment Date. The Issuer will maintain an
office or agency where the Debentures may be presented to the paying agent
("Paying Agent") for payment. Holders must surrender Debentures to a Paying
Agent to collect principal payments. Payment of interest may be made at the
option of the Issuer by check mailed to the registered address of the holders
or payment may be made by wire transfer pursuant to arrangements between the
Paying Agent and the Depositary. The Company will pay the principal of and
interest on the Debentures in lawful money of the United States of America.
3. PAYING AGENT AND REGISTRAR. Texas Commerce Bank National
Association will act as the initial Registrar and Paying Agent. The Issuer
may change any Registrar or Paying Agent without notice.
4. INDENTURE. This Debenture is issued under an Indenture, dated as
of April 18, 1996, between the Issuer and Texas Commerce Bank National
Association, as trustee (the "Trustee"), as supplemented by the First
Supplemental Indenture dated as of August 6, 1996, among the Issuer and the
Trustee (as supplemented, the "Indenture"). The terms of the Debentures
include those stated in the Indenture and those established by or pursuant to
a Board Resolution and deemed to be a part of the Indenture pursuant to
Section 2.01 thereof and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended (the "Act"), as in effect on the date
of the Indenture, except to the extent that any subsequent amendment to the
Act shall retroactively apply to the Indenture. The Debentures are subject
to all such terms and the holders of Debentures are referred to the Indenture
and the Act for a
-3-
statement thereof. The Debentures constitute general, unsecured and
unsubordinated indebtedness of the Issuer and are limited to $300,000,000 in
aggregate principal amount.
5. DENOMINATIONS, TRANSFER, EXCHANGE. The Debentures are in registered
form without coupons in denominations of $1,000 and integral multiples
thereof. A holder may transfer or exchange Debentures in accordance with the
Indenture. The Registrar 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.
6. PERSONS DEEMED OWNERS. The registered holder of a Debenture may be
treated as the owner thereof for all purposes.
7. UNCLAIMED MONEY. To the extent lawful, if money for the payment of
principal of or interest on the Debentures remains unclaimed for two years,
the Trustee or Paying Agent will pay such money to the Issuer upon request.
After such payment, holders entitled to any portion of such money must look
only to the Issuer for payment, unless otherwise required by mandatory
provisions of applicable law.
8. AMENDMENT, SUPPLEMENT, WAIVER. Subject to certain exceptions
requiring the consent of each holder of Debentures affected, the Indenture or
the Debentures may be amended with the consent of the holders of at least
66-2/3% in principal amount of the outstanding Debentures. Without the
consent of any holder of Debentures, the Issuer and the Trustee may amend the
Indenture or the Debentures (i) to cure any ambiguity, defect or
inconsistency or to make such provisions with respect to matters or questions
arising under the Indenture as may be necessary or desirable and not
inconsistent with the Indenture or any indenture supplemental thereto or any
Board Resolution establishing any series of Securities, provided that such
amendment does not adversely affect the rights of the holders, (ii) to comply
with Section 5.01 of the Indenture, (iii) to add additional covenants, (iv)
to establish the form or forms of and the terms with respect to Securities of
any additional series as permitted by Section 2.01 of the Indenture, (v) to
evidence and provide for the acceptance of appointment of a successor trustee
with respect to the Securities of one or more series and to add to or change
any of the provisions of the 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 (vi) to provide for
the issuance of Securities of any series with interest coupons and (vii) to
provide for the exchange of Global Securities for Securities issued under the
Indenture in definitive form and to make all appropriate changes for such
purpose. Any past default or compliance with certain provisions (except a
default in the payment of the principal of or interest on the Debentures) may
be waived with the consent of the holders of a majority in principal amount
of the outstanding Debentures.
-4-
9. DEFEASANCE. The Indenture contains provisions for defeasance of
(i) the entire indebtedness of the Debentures or (ii) certain covenants and
Events of Default with respect to the Debentures, in each case upon
compliance with certain conditions set forth therein, including the
irrevocable deposit in trust by the Issuer with the Trustee or a Paying Agent
money and/or U.S. Government Obligations sufficient to pay principal of and
interest on all the Debentures to maturity.
10. DEFAULTS AND REMEDIES. As set forth in the Indenture, an Event of
Default generally consists of (i) a default for 30 days in payment of
interest on the Debentures; (ii) a failure to pay the principal of the
Debentures upon maturity or otherwise; (iii) failure for 90 days after notice
to the Issuer to comply with any of the other covenants, conditions or
agreements in the Debentures or the Indenture; (iv) certain defaults under
and acceleration prior to maturity of other indebtedness of the Issuer or a
Restricted Subsidiary with a principal amount outstanding in excess of
$25,000,000; and (v) certain events of bankruptcy, insolvency or
reorganization of the Issuer or a Material Subsidiary. If any Event of
Default occurs and is continuing, the Trustee or the holders of at least 25%
in principal amount of the outstanding Debentures may declare all the
Debentures to be due and payable immediately. No holder may pursue any
remedy under the Indenture unless the Trustee shall have failed to act after
notice of an Event of Default, written request by holders of a majority in
principal amount of Debentures, and an offer by such holders to the Trustee
of indemnity satisfactory to it; provided, however, that such provision does
not affect the right to sue for enforcement of any overdue payment of
principal of or interest on the Debentures. Subject to certain limitations,
holders of a majority in aggregate principal amount of the Securities of all
series affected (voting as one class) may direct the Trustee in its exercise
of any trust or power conferred upon it with respect to the Securities of
such series. The Trustee may withhold from holders of Debentures notice of
any continuing default (except a default in payment of principal of or
interest on the Debentures) if it determines that withholding notice is in
their interests. The Issuer is required to file annual reports with the
Trustee as to the Issuer's compliance with all conditions and covenants under
the Indenture.
11. NO RECOURSE AGAINST OTHERS. No person shall have any recourse
under or upon any obligation or agreement of the Issuer in this Debenture or
the Indenture or because of any debt evidenced hereby against any
stockholder, officer, employee or director, as such, of the Issuer. By
accepting a Debenture, each holder thereof waives and releases all such
liability as part of the consideration for the issuance thereof.
12. INTEREST LIMITATION. If any usury law now or at any time hereafter
in force shall be applicable to the Debentures or the Indenture or any other
document or instrument related hereto or thereto, it is the intention of the
Issuer and each holder of the Debentures to conform strictly to any such
usury laws and any subsequent revisions or repeals thereof. In furtherance
thereof, the Issuer and each holder of the Debentures stipulate and agree
that none of the terms and provisions contained in the Debentures or the
Indenture or any other document or instrument
-5-
related hereto or thereto shall ever be construed to give rise to a contract
or obligation to pay interest in excess of the maximum amount permitted to be
contracted for, taken, reserved, charged, collected or received under any
applicable law, and the provisions of this paragraph 12 shall control in the
event of any conflict between such provisions and any other provisions
contained in the Debentures or the Indenture or any other document or
instrument related hereto or thereto. Accordingly, if the transactions
contemplated by the Debentures or the Indenture or any other document or
instrument related hereto or thereto would be usurious under any applicable
law, then, in such event, all amounts that constitute interest under
applicable law that are contracted for, taken, reserved, charged, collected
or received under the Debentures or the Indenture or any other document or
instrument shall under no circumstances exceed the maximum amount allowed by
applicable law, and the excess, if any, shall be credited to the principal
amount of the Debentures (or, if the principal amount of the Debentures shall
have been paid or deemed to be paid in full, shall be refunded to the Issuer).
13. GOVERNING LAW. The Debentures and the Indenture shall be governed
by and construed in accordance with the laws of the State of Texas (except
that, to the fullest extent permitted by law, no effect shall be given to any
conflict of law principles of the State of Texas that would require the
application of the laws of any other jurisdiction) and the applicable federal
laws of the United States.
14. AUTHENTICATION. This Debenture shall not be valid until the
Trustee signs the certificate of authentication on the face of this Debenture.
15 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 Debentures as a convenience to the
holders of the Debentures. No representation is made as to the accuracy of
such numbers as printed on the Debentures and reliance may be placed only on
the other identifying information printed hereon.
16. ABBREVIATIONS. Customary abbreviations may be used in the name of
a holder of Debentures or registered assigns, such as: TEN COM (= tenants in
common), TENANT (= 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).
------------
The Issuer will furnish to any holder of Debentures upon written request
and without charge a copy of the Indenture and of the terms with respect to
the Debentures established by or pursuant to a Board Resolution and deemed to
be a part of the Indenture pursuant to Section 2.01 thereof. Requests for
copies may be made to:
-6-
Dresser Industries, Inc.
2001 Ross Avenue
Dallas, Texas 75201
Attention: Rebecca R. Morris, Esq.
-7-
ASSIGNMENT
I or we assign and transfer this Debenture to-----------------------------------
- --------------------------------------------------------------------------------
(Assignee)
- --------------------------------------------------------------------------------
(Assignee's social security or taxpayer identification number)
- --------------------------------------------------------------------------------
(Assignee's name, address and zip code)
and irrevocably appoint---------------------------------------------------------
- --------------------------------------------------------------------------------
(Agent)
agent to transfer this Debenture on the books of the Issuer. The agent may
substitute another to act for him.
Signature Guarantee:------------------------------------------------------------
- --------------------------------------------------------------------------------
IMPORTANT NOTICE: When you sign your name to this Assignment without filling
in the name of your "Assignee" or "Agent," this Debenture becomes fully
negotiable, similar to a check endorsed in blank. Therefore, to safeguard a
signed Debenture, it is recommended that you either (i) fill in the name of
the new owner in the "Assignee" blank, or (ii) if you are sending the signed
Debenture to your bank or broker, fill in the name of the bank or broker in
the "Agent" blank. Alternatively, instead of using this Assignment, you may
sign a separate "power of attorney" form and then mail the unsigned Debenture
and the signed "power of attorney" in separate envelopes. For added
protection, use certified or registered mail for a Debenture. In addition,
the signature guarantee provided on this Assignment must comply with the
regulations of one of the nationally recognized medallion signature guarantee
programs.
-8-
SEE RESTRICTIVE LEGENDS ON PAGE 2
NO. 2
DRESSER INDUSTRIES, INC.
CUSIP NO. 261597AG3
7.60% DEBENTURE DUE 2096
Dresser Industries, Inc., a Delaware corporation, and any successor entity,
for value received, hereby promises to pay to CEDE & CO. or registered assigns
the principal sum of ONE HUNDRED MILLION DOLLARS on August 15, 2096.
Interest Payment Dates: February 15 and August 15.
Interest Record Dates: February 1 and August 1.
Reference is hereby made to the further provisions of this Debenture set
forth on the reverse side hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place. Terms used herein
which are defined in the Indenture (as defined herein) shall have the meanings
assigned to them in the Indenture.
IN WITNESS WHEREOF, Dresser Industries, Inc. has caused this instrument to
be executed by its duly authorized officers or representatives.
DRESSER INDUSTRIES, INC.
Attest:
By:
- --------------------------- -------------------------------
Secretary Vice President-Controller
(Principal Accounting Officer)
This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as Trustee
Dated: August 9, 1996 By:
----------------------------------
Authorized Signatory
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM, THIS SECURITY 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 OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER 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 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.
-2-
DRESSER INDUSTRIES, INC.
7.60% Debenture Due 2096
1. INTEREST. Dresser Industries, Inc., a Delaware corporation (the
"Issuer"), promises to pay interest on the principal amount of this Debenture
(and, to the fullest extent permitted by law, on any interest payment due but
unpaid on such principal amount), until the principal hereof is paid or made
available for payment, at the rate of 7.60% per annum. The Issuer will pay
interest semi-annually on February 15 and August 15 of each year, commencing
February 15, 1997, and at maturity (each such date being hereinafter referred to
as an "Interest Payment Date"). Interest on the Debenture will accrue from the
most recent date to which interest has been paid, or if no interest has been
paid, from August 9, 1996. Interest will be computed on the basis of a 360-day
year consisting of twelve 30-day months.
2. METHOD OF PAYMENT. The Issuer will pay interest on the Debentures
(except defaulted interest) to the persons who are registered holders of the
Debentures at the close of business on the February 1 or August 1 next preceding
the applicable Interest Payment Date. The Issuer will maintain an office or
agency where the Debentures may be presented to the paying agent ("Paying
Agent") for payment. Holders must surrender Debentures to a Paying Agent to
collect principal payments. Payment of interest may be made at the option of
the Issuer by check mailed to the registered address of the holders or payment
may be made by wire transfer pursuant to arrangements between the Paying Agent
and the Depositary. The Company will pay the principal of and interest on the
Debentures in lawful money of the United States of America.
3. PAYING AGENT AND REGISTRAR. Texas Commerce Bank National Association
will act as the initial Registrar and Paying Agent. The Issuer may change any
Registrar or Paying Agent without notice.
4. INDENTURE. This Debenture is issued under an Indenture, dated as of
April 18, 1996, between the Issuer and Texas Commerce Bank National Association,
as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture
dated as of August 6, 1996, among the Issuer and the Trustee (as supplemented,
the "Indenture"). The terms of the Debentures include those stated in the
Indenture and those established by or pursuant to a Board Resolution and deemed
to be a part of the Indenture pursuant to Section 2.01 thereof and those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (the "Act"), as in effect on the date of the Indenture, except to the
extent that any subsequent amendment to the Act shall retroactively apply to the
Indenture. The Debentures are subject to all such terms and the holders of
Debentures are referred to the Indenture and the Act for a
-3-
statement thereof. The Debentures constitute general, unsecured and
unsubordinated indebtedness of the Issuer and are limited to $300,000,000 in
aggregate principal amount.
5. DENOMINATIONS, TRANSFER, EXCHANGE. The Debentures are in registered
form without coupons in denominations of $1,000 and integral multiples thereof.
A holder may transfer or exchange Debentures in accordance with the Indenture.
The Registrar 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.
6. PERSONS DEEMED OWNERS. The registered holder of a Debenture may be
treated as the owner thereof for all purposes.
7. UNCLAIMED MONEY. To the extent lawful, if money for the payment of
principal of or interest on the Debentures remains unclaimed for two years, the
Trustee or Paying Agent will pay such money to the Issuer upon request. After
such payment, holders entitled to any portion of such money must look only to
the Issuer for payment, unless otherwise required by mandatory provisions of
applicable law.
8. AMENDMENT, SUPPLEMENT, WAIVER. Subject to certain exceptions
requiring the consent of each holder of Debentures affected, the Indenture or
the Debentures may be amended with the consent of the holders of at least 66-
2/3% in principal amount of the outstanding Debentures. Without the consent of
any holder of Debentures, the Issuer and the Trustee may amend the Indenture or
the Debentures (i) to cure any ambiguity, defect or inconsistency or to make
such provisions with respect to matters or questions arising under the Indenture
as may be necessary or desirable and not inconsistent with the Indenture or any
indenture supplemental thereto or any Board Resolution establishing any series
of Securities, provided that such amendment does not adversely affect the rights
of the holders, (ii) to comply with Section 5.01 of the Indenture, (iii) to add
additional covenants, (iv) to establish the form or forms of and the terms with
respect to Securities of any additional series as permitted by Section 2.01 of
the Indenture, (v) to evidence and provide for the acceptance of appointment of
a successor trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of the 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 (vi) to provide
for the issuance of Securities of any series with interest coupons and (vii) to
provide for the exchange of Global Securities for Securities issued under the
Indenture in definitive form and to make all appropriate changes for such
purpose. Any past default or compliance with certain provisions (except a
default in the payment of the principal of or interest on the Debentures) may be
waived with the consent of the holders of a majority in principal amount of the
outstanding Debentures.
-4-
9. DEFEASANCE. The Indenture contains provisions for defeasance of
(i) the entire indebtedness of the Debentures or (ii) certain covenants and
Events of Default with respect to the Debentures, in each case upon
compliance with certain conditions set forth therein, including the
irrevocable deposit in trust by the Issuer with the Trustee or a Paying Agent
money and/or U.S. Government Obligations sufficient to pay principal of and
interest on all the Debentures to maturity.
10. DEFAULTS AND REMEDIES. As set forth in the Indenture, an Event of
Default generally consists of (i) a default for 30 days in payment of interest
on the Debentures; (ii) a failure to pay the principal of the Debentures upon
maturity or otherwise; (iii) failure for 90 days after notice to the Issuer to
comply with any of the other covenants, conditions or agreements in the
Debentures or the Indenture; (iv) certain defaults under and acceleration prior
to maturity of other indebtedness of the Issuer or a Restricted Subsidiary with
a principal amount outstanding in excess of $25,000,000; and (v) certain events
of bankruptcy, insolvency or reorganization of the Issuer or a Material
Subsidiary. If any Event of Default occurs and is continuing, the Trustee or
the holders of at least 25% in principal amount of the outstanding Debentures
may declare all the Debentures to be due and payable immediately. No holder may
pursue any remedy under the Indenture unless the Trustee shall have failed to
act after notice of an Event of Default, written request by holders of a
majority in principal amount of Debentures, and an offer by such holders to the
Trustee of indemnity satisfactory to it; provided, however, that such provision
does not affect the right to sue for enforcement of any overdue payment of
principal of or interest on the Debentures. Subject to certain limitations,
holders of a majority in aggregate principal amount of the Securities of all
series affected (voting as one class) may direct the Trustee in its exercise of
any trust or power conferred upon it with respect to the Securities of such
series. The Trustee may withhold from holders of Debentures notice of any
continuing default (except a default in payment of principal of or interest on
the Debentures) if it determines that withholding notice is in their interests.
The Issuer is required to file annual reports with the Trustee as to the
Issuer's compliance with all conditions and covenants under the Indenture.
11. NO RECOURSE AGAINST OTHERS. No person shall have any recourse under
or upon any obligation or agreement of the Issuer in this Debenture or the
Indenture or because of any debt evidenced hereby against any stockholder,
officer, employee or director, as such, of the Issuer. By accepting a
Debenture, each holder thereof waives and releases all such liability as part of
the consideration for the issuance thereof.
12. INTEREST LIMITATION. If any usury law now or at any time hereafter in
force shall be applicable to the Debentures or the Indenture or any other
document or instrument related hereto or thereto, it is the intention of the
Issuer and each holder of the Debentures to conform strictly to any such usury
laws and any subsequent revisions or repeals thereof. In furtherance thereof,
the Issuer and each holder of the Debentures stipulate and agree that none of
the terms and provisions contained in the Debentures or the Indenture or any
other document or instrument
-5-
related hereto or thereto shall ever be construed to give rise to a contract
or obligation to pay interest in excess of the maximum amount permitted to be
contracted for, taken, reserved, charged, collected or received under any
applicable law, and the provisions of this paragraph 12 shall control in the
event of any conflict between such provisions and any other provisions
contained in the Debentures or the Indenture or any other document or
instrument related hereto or thereto. Accordingly, if the transactions
contemplated by the Debentures or the Indenture or any other document or
instrument related hereto or thereto would be usurious under any applicable
law, then, in such event, all amounts that constitute interest under
applicable law that are contracted for, taken, reserved, charged, collected
or received under the Debentures or the Indenture or any other document or
instrument shall under no circumstances exceed the maximum amount allowed by
applicable law, and the excess, if any, shall be credited to the principal
amount of the Debentures (or, if the principal amount of the Debentures shall
have been paid or deemed to be paid in full, shall be refunded to the Issuer).
13. GOVERNING LAW. The Debentures and the Indenture shall be governed by
and construed in accordance with the laws of the State of Texas (except that, to
the fullest extent permitted by law, no effect shall be given to any conflict of
law principles of the State of Texas that would require the application of the
laws of any other jurisdiction) and the applicable federal laws of the United
States.
14. AUTHENTICATION. This Debenture shall not be valid until the Trustee
signs the certificate of authentication on the face of this Debenture.
15 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 Debentures as a convenience to the holders of
the Debentures. No representation is made as to the accuracy of such numbers as
printed on the Debentures and reliance may be placed only on the other
identifying information printed hereon.
16. ABBREVIATIONS. Customary abbreviations may be used in the name of a
holder of Debentures or registered assigns, such as: TEN COM (= tenants in
common), TENANT (= 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).
--------------
The Issuer will furnish to any holder of Debentures upon written request
and without charge a copy of the Indenture and of the terms with respect to the
Debentures established by or pursuant to a Board Resolution and deemed to be a
part of the Indenture pursuant to Section 2.01 thereof. Requests for copies may
be made to:
-6-
Dresser Industries, Inc.
2001 Ross Avenue
Dallas, Texas 75201
Attention: Rebecca R. Morris, Esq.
-7-
ASSIGNMENT
I or we assign and transfer this Debenture to
----------------------------------
- --------------------------------------------------------------------------------
(Assignee)
- --------------------------------------------------------------------------------
(Assignee's social security or taxpayer identification number)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Assignee's name, address and zip code)
and irrevocably appoint
---------------------------------------------------------
- --------------------------------------------------------------------------------
(Agent)
agent to transfer this Debenture on the books of the Issuer. The agent may
substitute another to act for him.
Signature Guarantee:
-----------------------------------------------------------
- --------------------------------------------------------------------------------
IMPORTANT NOTICE: When you sign your name to this Assignment without filling in
the name of your "Assignee" or "Agent," this Debenture becomes fully negotiable,
similar to a check endorsed in blank. Therefore, to safeguard a signed
Debenture, it is recommended that you either (i) fill in the name of the new
owner in the "Assignee" blank, or (ii) if you are sending the signed Debenture
to your bank or broker, fill in the name of the bank or broker in the "Agent"
blank. Alternatively, instead of using this Assignment, you may sign a separate
"power of attorney" form and then mail the unsigned Debenture and the signed
"power of attorney" in separate envelopes. For added protection, use certified
or registered mail for a Debenture. In addition, the signature guarantee
provided on this Assignment must comply with the regulations of one of the
nationally recognized medallion signature guarantee programs.
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