DII INDUSTRIES, LLC,
as Issuer,
HALLIBURTON COMPANY,
as Co-Obligor and Guarantor
and
JPMORGAN CHASE BANK,
as Trustee
---------------------
Fourth Supplemental Indenture
Dated as of December 20, 2002
(Baroid Note Indenture)
FOURTH SUPPLEMENTAL INDENTURE
FOURTH SUPPLEMENTAL INDENTURE dated as of December 20, 2002 (the
"Fourth Supplemental Indenture") among DII Industries, LLC (formerly Dresser
Industries, Inc.), a Delaware limited liability company ("DII"), Halliburton
Company, a Delaware corporation ("Halliburton"), and JPMorgan Chase Bank, a New
York banking corporation (formerly Texas Commerce Bank National Association), as
trustee (the "Trustee"), supplements the Indenture dated as of April 22, 1993
(the "Original Indenture") among Baroid Corporation, a Delaware corporation
("Baroid") and the Trustee, as supplemented by
- the Supplemental Indenture dated as of August 4, 1994 (the "First
Supplemental Indenture") among Baroid, Dresser Industries, Inc.
(now DII), a Delaware corporation ("Dresser"), and the Trustee,
- the Second Supplemental Indenture dated as of October 30, 1997
(the "Second Supplemental Indenture") between Dresser and the
Trustee, and
- the Third Supplemental Indenture dated as of September 29, 1998
(the "Third Supplemental Indenture") among Dresser, Halliburton
and the Trustee,
pursuant to which DII's 8% guaranteed senior notes due 2003 (the "Securities")
were issued and are outstanding. The Original Indenture, as supplemented by the
First Supplemental Indenture, the Second Supplemental Indenture and the Third
Supplemental Indenture, is herein referred to as the "Indenture."
Capitalized terms used but not defined herein have the meanings
ascribed thereto in the Indenture.
RECITALS
1. On April 22, 1993, Baroid duly authorized the creation of the
Securities and the execution and delivery of the Original Indenture and
issued the Securities pursuant to the Original Indenture.
2. Following the acquisition of Baroid by Dresser, Baroid, Dresser and the
Trustee entered into 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
Indenture.
3. On October 30, 1997, Baroid was liquidated through distribution of its
assets to and assumption of its liabilities by Dresser and was
dissolved, and Dresser and the Trustee entered into the Second
Supplemental Indenture pursuant to which Dresser assumed and succeeded
to all of Baroid's obligations under the Indenture.
4. On September 29, 1998, Dresser became a wholly owned subsidiary of
Halliburton and Dresser, Halliburton and the Trustee entered into the
Third Supplemental Indenture pursuant to which Halliburton fully and
unconditionally guaranteed the payment of the principal, premium, if
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any, and interest on the Securities and the performance of Dresser's
obligations under the Indenture.
5. In April 2002, Dresser became a Delaware limited liability company and
was renamed DII Industries, LLC.
6. Halliburton has agreed to assume as a co-obligor all of DII's
obligations under the Indenture.
7. Section 8.01 of the Indenture provides that DII, Halliburton and the
Trustee may amend or supplement the Indenture without notice to or
consent of any registered holder of Securities to make any changes that
do not adversely affect the rights of any registered holder of
Securities.
8. Halliburton's assumption as a co-obligor of DII's obligations under the
Indenture will not adversely affect the rights of any registered holder
of Securities.
9. Each of DII and Halliburton have duly determined to make, execute and
deliver to the Trustee this Fourth Supplemental Indenture pursuant to
the Indenture.
NOW, THEREFORE, THIS SUPPLEMENT WITNESSETH:
In consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree, for the equal and proportionate benefit of the
respective registered holders from time to time of the Securities, as follows:
SECTION ONE
ASSUMPTION OF OBLIGATIONS
Effective as of the date hereof, (a) Halliburton hereby expressly
assumes as a co-obligor the due and punctual payment of the principal of and
premium, if any, and interest on all of the Securities and the due and punctual
performance of all of the covenants and conditions of the Indenture, as
supplemented by this Fourth Supplemental Indenture; and (b) Halliburton,
together with DII, will be deemed to be the "Company" for purposes of the
Indenture, with the same effect as if Halliburton and DII had each been named as
the "Company" in the Indenture, as supplemented by this Fourth Supplemental
Indenture.
Nothing herein shall be construed to release DII from any of its
obligations under the Indenture and under the Securities, including its
obligation to pay the principal of and premium, if any, and interest on the
Securities.
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SECTION TWO
NOTICES
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, Halliburton, shall be addressed:
If to Halliburton:
Halliburton Company
0000 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx, Vice President and Treasurer
If to DII:
DII Industries, LLC
0000 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx, Vice President and Secretary
If to Trustee:
JPMorgan Chase Bank
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Institutional Trust Services - DII Industries (Baroid)
SECTION THREE
RATIFICATION
Except as expressly amended and supplemented by this Fourth
Supplemental Indenture, the Indenture shall remain unchanged and in full force
and effect. This Fourth Supplemental Indenture shall be construed as
supplemental to the Indenture and shall form a part thereof.
SECTION FOUR
GOVERNING LAW
This Fourth Supplemental Indenture shall be governed by, and construed
in accordance with, the laws of the State of New York but without giving effect
to applicable principles of conflicts of law to the extent that the application
of the laws of another jurisdiction would be required thereby.
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SECTION FIVE
COUNTERPARTS
This Fourth Supplemental Indenture may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
taken together shall be deemed to be one and the same instrument.
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IN WITNESS WHEREOF, each of the parties have duly executed and
delivered this Fourth Supplemental Indenture or have caused this First
Supplemental Indenture to be duly executed on their respective behalf by their
respective officers thereunto duly authorized, as of the day and year first
above written.
DII INDUSTRIES, LLC
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Chief Financial Officer
HALLIBURTON COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President and Chief
Financial Officer
JPMORGAN CHASE BANK, as Trustee
By: /s/ Xxxxx Xxxxx
----------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President and Trust Officer
