HALLIBURTON COMPANY as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee Sixth Supplemental Indenture Dated as of November 14, 2011 $500,000,000 3.25% Senior Notes due November 15, 2021 $500,000,000 4.50% Senior Notes due November...
Exhibit 4.2
HALLIBURTON COMPANY
as Issuer
as Issuer
and
Sixth Supplemental Indenture
Dated as of November 14, 2011
$500,000,000
3.25% Senior Notes due November 15, 2021
$500,000,000 4.50% Senior Notes due November 15, 2041
SIXTH SUPPLEMENTAL INDENTURE dated as of November 14, 2011 between Halliburton Company, a
Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A. (as
successor to JPMorgan Chase Bank), as trustee (the “Trustee”).
W I T N E S S E T H:
WHEREAS, the Company has heretofore entered into an Indenture, dated as of October 17, 2003
(the “Original Indenture”), with the Trustee, as supplemented by a First Supplemental Indenture,
dated as of October 17, 2003, a Second Supplemental Indenture, dated as of December 15, 2003, a
Third Supplemental Indenture, dated as of January 26, 2004, a Fourth Supplemental Indenture, dated
as of September 12, 2008 and a Fifth Supplemental Indenture, dated as of March 13, 2009;
WHEREAS, the Original Indenture is incorporated herein by this reference and the Original
Indenture, as supplemented by this Sixth Supplemental Indenture, is herein called the “Indenture”;
WHEREAS, under the Original Indenture, a new series of Securities may at any time be
established pursuant to a supplemental indenture executed by the Company and the Trustee;
WHEREAS, the Company proposes to create under the Indenture two new series of Securities;
WHEREAS, the Company desires to issue $500,000,000 aggregate principal amount of 2021 Notes
(as defined below) and $500,000,000 aggregate principal amount of 2041 Notes (as defined below),
each of which will be a new series of Securities under the Indenture; and
WHEREAS, all conditions necessary to authorize the execution and delivery of this Sixth
Supplemental Indenture and to make it a valid and binding obligation of the Company have been done
or performed.
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for
other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties
hereto hereby agree to the following provisions:
Capitalized terms used but not defined herein have the meanings ascribed thereto in the
Original Indenture.
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ARTICLE I
3.25% Senior Notes due 2021
4.50% Senior Notes due 2041
4.50% Senior Notes due 2041
SECTION 1.01 Establishment and Terms
There are hereby established two new series of Securities to be issued under the Indenture, to
be designated as the Company’s 3.25% Senior Notes due 2021 (the “2021 Notes”) and 4.50% Senior
Notes due 2041 (the “2041 Notes” and, together with the 2021 Notes, the “Notes”).
The aggregate principal amount of Notes that may be authenticated and delivered under this
Indenture is unlimited. The 2021 Notes that are to be authenticated and delivered on the date
hereof (the “Initial 2021 Notes”) will be in an aggregate principal amount of $500,000,000. The
2041 Notes that are to be authenticated and delivered on the date hereof (the “Initial 2041 Notes”
and, together with the Initial 2021 Notes, the “Initial Notes”) will be in an aggregate principal
amount of $500,000,000. Each series of Notes shall be issued in definitive fully registered form.
With respect to any additional 2021 Notes (the “Additional 2021 Notes”) or additional 2041
Notes (the “Additional 2041 Notes” and, together with the Additional 2021 Notes, the “Additional
Notes”) the Company elects to issue under this Indenture, the Company shall set forth in an
Officers’ Certificate the following information:
(i) | the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; and | ||
(ii) | the issue price and the issue date of such Additional Notes, including the date from which interest shall accrue. |
For purposes of the Indenture, notes will not be deemed to be Additional Notes of a
series unless the maturity date, Interest Payment Dates, record dates and interest rate are
identical to the Initial Notes for that series.
The Initial 2021 Notes and any Additional 2021 Notes shall be considered collectively as a
single class for all purposes of this Indenture. Holders of the Initial 2021 Notes and any
Additional 2021 Notes will vote and consent together on all matters to which such Holders are
entitled to vote or consent as one class, and none of the Holders of the Initial 2021 Notes or any
Additional 2021 Notes shall have the right to vote or consent as a separate class on any matter to
which such Holders are entitled to vote or consent.
The Initial 2041 Notes and any Additional 2041 Notes shall be considered collectively as a
single class for all purposes of this Indenture. Holders of the Initial 2041 Notes and any
Additional 2041 Notes will vote and consent together on all matters to which such Holders are
entitled to vote or consent as one class, and none of the Holders of the Initial 2041 Notes or any
Additional 2041 Notes shall have the right to vote or consent as a separate class on any matter to
which such Holders are entitled to vote or consent.
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The 2021 Notes and the 2041 Notes shall each be issued in the form of one or more Global
Securities in substantially the form set out in Exhibit A and Exhibit B,
respectively. The initial Depositary with respect to the Notes shall be The Depository Trust
Company (“DTC”).
SECTION 1.02 Maturity, Payment of Principal and Interest
The 2021 Notes will mature on November 15, 2021, and the 2041 Notes will mature on November
15, 2041.
The 2021 Notes and 2041 Notes will bear interest at the rate of 3.25% and 4.50%, respectively,
per annum. The Interest Payment Dates with respect to the Notes will be May 15 and November 15 of
each year. The first Interest Payment Date with respect to the Initial Notes will be May 15, 2012.
Interest shall be paid to the Person in whose name the applicable Note is registered at the close
of business on May 1, in the case of a May 15 Interest Payment Date, and November 1, in the case of
a November 15 Interest Payment Date. Interest on the Initial Notes will accrue from November 14,
2011. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
All payments of principal, premium (if any) and interest on the Notes shall be made in
accordance with Section 4.01 of the Original Indenture and in the manner set forth in Section 2.14
of the Original Indenture and Exhibit A hereto in the case of the 2021 Notes and Exhibit B hereto
in the case of the 2041 Notes.
SECTION
1.03 No Sinking Fund or Payments of Additional Amounts
The Notes will not be subject to a sinking fund and no payments of Additional Amounts shall be
made on the Notes.
SECTION
1.04 Optional Redemption
2021 Notes.
At any time and from time to time before August 15, 2021, the 2021 Notes will be redeemable,
in the Company’s sole discretion, in whole or in part, in principal amounts of $2,000 or any
integral multiple of $1,000 in excess thereof for an amount equal to the greater of:
(i) 100% of the principal amount of the 2021 Notes being redeemed; and
(ii) as determined by an Independent Investment Banker, the sum of the present
values of the Remaining Scheduled Payments on the 2021 Notes, discounted to the
Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 20 basis points.
At any time and from time to time on or after August 15, 2021, the 2021 Notes will be
redeemable, in the Company’s sole discretion, in whole or in part, in principal amounts of
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$2,000
or any integral multiple of $1,000 in excess thereof for an amount equal to 100% of the principal
amount of the 2021 Notes being redeemed.
2041 Notes.
At any time and from time to time before May 15, 2041, the 2041 Notes will be redeemable, in
the Company’s sole discretion, in whole or in part, in principal amounts of $2,000 or any integral
multiple of $1,000 in excess thereof for an amount equal to the greater of:
(i) 100% of the principal amount of the 2041 Notes being redeemed; and
(ii) as determined by an Independent Investment Banker, the sum of the present
values of the Remaining Scheduled Payments on the 2041 Notes, discounted to the
Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 25 basis points.
At any time and from time to time on or after May 15, 2041, the 2041 Notes will be redeemable,
in the Company’s sole discretion, in whole or in part, in principal amounts of $2,000 or any
integral multiple of $1,000 in excess thereof for an amount equal to 100% of the principal amount
of the 2041 Notes being redeemed.
In the event of any redemption described in this Section 1.04, interest will accrue up to the
date of redemption. Unless there is a default in payment of the Redemption Price, on and after the
Redemption Date, interest will cease to accrue on the Notes or portions thereof called for
redemption.
The following defined terms used solely for purposes of this Section 1.04 shall, unless the
context otherwise requires, have the meanings specified below for purposes of the Notes.
“Treasury Rate” means the rate per year, calculated on the third Business Day preceding the
Redemption Date, equal to (i) the yield, under the heading that represents the average for the
immediately preceding week, appearing in the most recently published statistical release designated
“H.15(519)” or any successor publication that is published weekly by the Board of Governors of the
Federal Reserve System and that establishes yields on actively traded United States Treasury
securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the
maturity corresponding to the Comparable Treasury Issue; provided that if no maturity is within
three months before or after the maturity date for the applicable series of Notes, yields for the
two published maturities most closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or extrapolated from those yields on a
straight line basis rounding to the nearest month; or (ii) if that release, or any successor
release, is not published during the week preceding the calculation date or does not contain such
yields, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury
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Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption
Date.
“Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker that would be used, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the applicable series of Notes.
“Comparable Treasury Price” is (i) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) on the third Business Day
preceding the Redemption Date, as set forth in the daily statistical release (or any successor
release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m.
Quotations for U.S. Government Securities”; or (ii) if such release (or any successor release) is
not published or does not contain such prices on such Business Day (X) the average of the Reference
Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest of the
Reference Treasury Dealer Quotations, or (Y) if the Trustee obtains fewer than three Reference
Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received.
“Independent Investment Banker” means one of the Reference Treasury Dealers that the Company
appoints.
“Reference Treasury Dealer” means each of Citigroup Global Markets Inc. (and its successors),
Deutsche Bank Securities Inc. (and its successors), HSBC Securities (USA) Inc. (and its
successors), RBS Securities Inc. (and its successors) and one other nationally recognized
investment banking firm that is a primary U.S. Government securities dealer specified from time to
time by the Company. If, however, any of them shall cease to be a primary U.S. Government
securities dealer in New York City, the Company will substitute another nationally recognized
investment banking firm that is such a dealer.
“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer as of 3:30 p.m., New York time,
on the third Business Day preceding the Redemption Date.
“Remaining Scheduled Payments” means the remaining scheduled payments of the principal of and
interest on each Note of the series to be redeemed that would be due after the related Redemption
Date but for such redemption. If the Redemption Date is not an Interest Payment Date with respect
to the Note of the series being redeemed, the amount of the next succeeding scheduled interest
payment on the Note of the series being redeemed will be reduced by the amount of interest accrued
thereon to that Redemption Date.
SECTION 1.05 Denominations
The Notes shall be issued only in fully registered book-entry form, without coupons, in
denominations of $2,000 and integral multiples of $1,000 in excess thereof.
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ARTICLE II
MISCELLANEOUS
SECTION 2.01 Trustee Matters
The recitals in this Sixth Supplemental Indenture are made by the Company only and not by the
Trustee, and all of the provisions contained in the Original Indenture in respect of the rights,
privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the
Notes and of this Sixth Supplemental Indenture as fully and with like effect as if set forth herein
in full.
SECTION 2.02 Ratification
The Original Indenture is in all respects ratified and confirmed, and the Original Indenture
and this Sixth Supplemental Indenture shall be read, taken and construed as one and the same
instrument; provided that, in case of conflict between this Sixth Supplemental Indenture and the
Original Indenture, this Sixth Supplemental Indenture shall control.
SECTION 2.03 Counterpart Originals
This Sixth Supplemental Indenture may be simultaneously executed in several counterparts, each
of which shall be deemed to be an original, and such counterparts shall together constitute one and
the same instrument.
SECTION 2.04 Performance by DTC, Euroclear or Cede & Co
Neither the Company nor the Trustee will have any responsibility for the performance of DTC,
Euroclear or Cede & Co., or any of their participants, direct or indirect, of their respective
obligations under the rules and procedures governing their operations.
SECTION 2.05 Trust Indenture Act Controls
If any provision of this Sixth Supplemental Indenture limits, qualifies or conflicts with the
duties imposed by operation of Section 318(c) of the Trust Indenture Act of 1939, as amended (15
U.S. Code §§ 77aaa-77bbbb), the imposed duties shall control.
SECTION 2.06 Effect of Headings
The Article and Section headings herein have been inserted for convenience of reference only,
are not to be considered a part hereof and shall in no way modify or restrict any of the terms or
provisions hereof.
SECTION 2.07 Governing Law
This Sixth Supplemental Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.
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SECTION 2.08 Provisions for the Sole Benefit of Parties and Holders
Nothing in the Original Indenture, as supplemented, amended and modified by this Sixth
Supplemental Indenture, or in the Notes, expressed or implied, is intended or shall be construed to
confer upon, or to give or grant to, any person or entity, other than the Company, the Trustee, the
Paying Agent and the registered owners of the Notes, any legal or equitable right, remedy or claim
under or by reason of the Indenture or any covenant, condition or stipulation hereof, and all
covenants, stipulations, promises and agreements in the Indenture contained by and on behalf of the
Company shall be for the sole and exclusive benefit of the Company, the Trustee, the Paying Agent
and the registered owners of the Notes.
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IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be
duly executed as of the day and year first above written.
HALLIBURTON COMPANY, as Issuer |
||||
By: | /s/ Xxxx X. XxXxxxxx | |||
Name: | Xxxx X. XxXxxxxx | |||
Title: | Executive Vice President and Chief Financial Officer |
|||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee |
||||
By: | /s/ Xxxx Xxxxxx | |||
Name: | Xxxx Xxxxxx | |||
Title: | Senior Associate |
EXHIBIT A
FORM OF 2021 NOTE
FORM OF 2021 NOTE
[FACE OF SECURITY]
[Global Note]
[Certificated Note]
[Certificated Note]
[IF THIS SECURITY IS TO BE A GLOBAL NOTE, IT SHALL BEAR THE FOLLOWING LEGEND:]
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND 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.
[FOR AS LONG AS THIS GLOBAL SECURITY IS DEPOSITED WITH OR ON BEHALF OF THE DEPOSITORY TRUST
COMPANY IT SHALL BEAR THE FOLLOWING LEGEND:]
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND 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.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO HALLIBURTON COMPANY 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
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TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
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HALLIBURTON COMPANY
3.25% SENIOR NOTES DUE 2021
No. ___
|
CUSIP No. 406216 AZ4 | |
XXXX Xx. XX000000XX00 | ||
$_____________ [, or such | ||
greater or lesser amount as | ||
indicated on Schedule I | ||
hereto,]1 |
Halliburton Company, a Delaware corporation (the “Issuer”), for value received promises to pay
to Cede & Co., or registered assigns, the principal sum of _______________ Dollars[, or such
greater or lesser amount as indicated on Schedule I hereto,]1 on November 15,
2021.
Interest Payment Dates: | May 15 and November 15 | |||
Record Dates: | May 1 and November 1 |
Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.
IN WITNESS WHEREOF, the Issuer has caused this Security to be signed manually or by facsimile
by its duly authorized officers.
Dated: __________________
HALLIBURTON COMPANY |
||||
By: | ||||
Name: | ||||
Title: | ||||
By: | ||||
Name: | ||||
Title: | ||||
Attest:
By | ||||
Name: | ||||
Title: | ||||
1. | To be included in any Global Note. |
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Certificate of Authentication:
This is one of the Securities of the series
designated therein referred to in the within-
mentioned Indenture.
designated therein referred to in the within-
mentioned Indenture.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
TRUST COMPANY, N.A., as Trustee
By:
|
Dated: | |||||||
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[REVERSE OF SECURITY]
HALLIBURTON COMPANY
3.25% SENIOR NOTES DUE 2021
This Security is one of a duly authorized issue of 3.25% Senior Notes Due 2021 (the
“Securities”) of Halliburton Company, a Delaware corporation (the “Issuer”). The Issuer issued the
Securities under an Indenture dated as of October 17, 2003 (the “Original Indenture”) between the
Issuer and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank),
as trustee (the “Trustee”), as supplemented by the Sixth Supplemental Indenture dated as of
November 14, 2011 (the “Sixth Supplemental Indenture” and, together with the Original Indenture,
the “Indenture”). Capitalized terms used herein for which no definition is provided herein shall
have the meanings set forth in the Indenture.
1. Interest. The Issuer promises to pay interest on the principal amount of this Security at
3.25% per annum from November 14, 2011 until maturity. The Issuer will pay interest semiannually
on May 15 and November 15 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day. Interest on the Securities will accrue from the most recent Interest
Payment Date on which interest has been paid or, if no interest has been paid, from November 14,
2011; provided that if there is no existing Default in the payment of interest, and if this
Security is authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; provided, further, that the first Interest Payment Date shall be May 15, 2012. Interest will
be computed on the basis of a 360-day year of twelve 30-day months.
2. Method of Payment. The Issuer will pay interest on the Securities (except defaulted
interest) to the Persons who are registered Holders of Securities at the close of business on the
record date next preceding the Interest Payment Date, even if such Securities are canceled after
such record date and on or before such Interest Payment Date. The Holder must surrender this
Security to a Paying Agent to collect principal payments. The Issuer will pay the principal of and
interest on the Securities in money of the United States of America that at the time of payment is
legal tender for payment of public and private debts. Such amounts shall be payable at the offices
of the Trustee or any Paying Agent, provided that at the option of the Issuer, the Issuer may pay
such amounts (1) by wire transfer with respect to Securities represented by a Global Note or (2) by
check payable in such money mailed to a Holder’s registered address with respect to any Security.
3. Paying Agent and Registrar. Initially, the Trustee will act as Paying Agent and Registrar.
The Issuer may change any Paying Agent, Registrar, co-registrar or additional paying agent without
notice to any Holder. The Issuer or any of the Issuer’s subsidiaries may act in any such capacity.
4. Indenture. The terms of the Securities include those stated in the Indenture and the
provisions made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended
(15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”), as in effect on the date of the Sixth Supplemental
Indenture; provided, that if any provision of the Indenture limits, qualifies or
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conflicts with the duties imposed by operation of TIA Section 318(c), the imposed duties shall
control. Holders are referred to the Indenture and the TIA for a statement of such terms and
provisions. The Securities are unsecured senior obligations of the Issuer and rank equally with
all of the Issuer’s existing and future unsecured indebtedness. The Indenture provides for the
issuance of other series of debt securities thereunder.
5. Denominations, Transfer, Exchange. The Securities are in registered form without coupons
in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of
Securities may be registered and Securities may be exchanged as provided in the Indenture. The
Registrar and the Trustee 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. The Registrar need not exchange or register the transfer of any Securities during
the period between a record date and the corresponding Interest Payment Date.
6. Redemption. No sinking fund is provided for the Securities. At any time and from time to
time before August 15, 2021, the Securities will be redeemable, in the Issuer’s sole discretion, in
whole or in part, in principal amounts of $2,000 or any integral multiple of $1,000 in excess
thereof for an amount equal to the greater of:
(i) 100% of the principal amount of the Securities being redeemed; and
(ii) as determined by an Independent Investment Banker, the sum of the present
values of the Remaining Scheduled Payments on the Securities, discounted to the
Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 20 basis points.
At any time and from time to time on or after August 15, 2021, the Securities will be
redeemable, in the Issuer’s sole discretion, in whole or in part, in principal amounts of $2,000 or
any integral multiple of $1,000 in excess thereof for an amount equal to 100% of the principal
amount of the Securities being redeemed.
In the event of any such redemption, interest will accrue up to the date of redemption.
Unless there is a default in payment of the redemption amount, on and after the Redemption Date,
interest will cease to accrue on the Securities or portions thereof called for redemption.
7. Persons Deemed Owners. The registered Holder of a Security shall be treated as its owner
for all purposes.
8. Amendments and Waivers. Subject to certain exceptions and limitations, the Indenture or
the Securities may be amended or supplemented by the Issuer and the Trustee with the written
consent (including consents obtained in connection with a tender offer or exchange offer or a
solicitation of consents, provided that in each case such offer or solicitation is made to all
Holders of then outstanding Securities) of the Holders of at least a majority in principal amount
of the then outstanding Securities affected by such amendment or supplement (provided that if such
amendment or supplement affects holders of securities of other series issued under
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the Original Indenture, the Holders of the Securities and such other series of securities
shall act as one class), and any existing or past Default or Event of Default under, or compliance
with any provision of, the Indenture may be waived (other than any continuing Default or Event of
Default in the payment of the principal of, premium (if any) or interest on the Securities or a
continued Default in respect of a provision that cannot be amended or supplemented without the
consent of each Holder of the Securities affected) by the Holders of at least a majority in
principal amount of the then outstanding Securities (or of all series of securities issued under
the Original Indenture acting as one class in the case of a Default or Event of Default with
respect to all such series, as the case may be) in accordance with the terms of the Indenture. The
Issuer and the Trustee may amend or supplement the Indenture or the Securities or waive any
provision of either without the consent of the Holders, to:
(1) cure any ambiguity, omission, defect or inconsistency;
(2) evidence the assumption by a Successor of the Issuer’s obligations under the
Indenture and the Securities;
(3) provide for uncertificated Securities in addition to or in place of certificated
Securities or to provide for the issuance of bearer securities (with or without coupons);
(4) provide any security for the Securities or to add guarantees of, or additional
obligors on, the Securities;
(5) comply with any requirement in order to effect or maintain the qualification of the
Indenture under the TIA;
(6) add to the covenants of the Issuer for the benefit of the Holders of the
Securities, or to surrender any right or power conferred by the Indenture upon the Issuer;
(7) add any additional Events of Default with respect to the Securities;
(8) change or eliminate any of the provisions of the Indenture, provided that any such
change or elimination shall become effective only when there are no outstanding Securities
that are adversely affected in any material respect by such changes in or elimination of
such provisions;
(9) supplement any of the provisions of the Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of the Securities pursuant to
Section 8.01 of the Indenture, provided, however, that any such action shall not adversely
affect the interest of the Holders of the Securities or the holders of any other series of
securities issued under the Original Indenture in any material respect;
(10) evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities 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 Section 7.08 of
the Original Indenture; or
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(11) make any other change that does not adversely affect the rights of any Holder of
Securities.
The right of any Holder to participate in any consent required or sought pursuant to any
provision of the Indenture (and the obligation of the Issuer to obtain any such consent otherwise
required from such Holder) may be subject to the requirement that such Holder shall have been the
Holder of record of Securities with respect to which such consent is required or sought as of a
date fixed in accordance with the terms of the Indenture.
Without the consent of each Holder affected, the Issuer may not:
(1) reduce the amount of securities issued under the Original Indenture (including the
Securities) whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the rate of or change the time for payment of interest, including default
interest, on any Security;
(3) reduce the principal of or any premium on or any mandatory sinking fund payment
with respect to, or change the Stated Maturity of, any Security;
(4) reduce the premium, if any, payable upon the redemption of any Security or change
the time at which any Security may or shall be redeemed;
(5) change the coin or currency or currencies (including composite currencies) in which
any Security or any premium or interest with respect thereto are payable;
(6) impair the right to institute suit for the enforcement of any payment of principal
of, premium (if any) or interest on any Security pursuant to Sections 6.07 and 6.08 of the
Original Indenture, except as limited by Section 6.06 of the Original Indenture;
(7) make any change in the percentage of principal amount of Securities necessary to
waive compliance with certain provisions of the Indenture pursuant to Section 6.04 or 6.07
of the Original Indenture or make any change in the fifth paragraph of Section 9.02 of the
Original Indenture; or
(8) waive a continuing Default or Event of Default in the payment of principal of,
premium (if any) or interest on the Securities.
A supplemental indenture that changes or eliminates any covenant or other provision of the
Indenture which has expressly been included solely for the benefit of one or more particular series
of securities issued under the Original Indenture (including the Securities), or which modifies the
rights of the holders of securities of such series of securities issued under the Original
Indenture (including the Securities) with respect to such covenant or other provision, shall be
deemed not to affect the rights under the Indenture of the holders of the securities of any other
series.
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9. Defaults and Remedies. Events of Default are defined in the Indenture and with respect to
the Securities generally include:
(1) default by the Issuer in the payment of interest on the Securities when the same
becomes due and payable and such default continues for a period of 30 days;
(2) default by the Issuer in the payment of principal of the Securities at their Stated
Maturity or premium (if any) on the Securities when the same becomes due and payable;
(3) default by the Issuer in its compliance with any of its other covenants or
agreements in, or provisions of, the Securities or the Indenture which shall not have been
remedied within 60 days after written notice to the Issuer by the Trustee or to the Issuer
and Trustee by the holders of at least 25% in aggregate principal amount of the securities
of all series of securities issued under the Original Indenture (including the Securities)
then outstanding affected by such default;
(4) default by the Issuer in a scheduled payment at maturity, upon redemption or
otherwise, in the aggregate principal amount of $125 million or more, after the expiration
of any applicable grace period, of any Indebtedness or the acceleration of any Indebtedness
of the Issuer in such aggregate principal amount, so that it becomes due and payable prior
to the date on which it would otherwise have become due and payable and such payment default
is not cured or such acceleration is not rescinded within 30 days after notice to the Issuer
in accordance with the terms of the Indebtedness; and
(5) certain events involving bankruptcy, insolvency or reorganization affecting the
Issuer.
The Trustee shall not be deemed to know or have notice of any Default or Event of Default
unless a Trust Officer at the Corporate Trust Office of the Trustee receives written notice at the
Corporate Trust Office of the Trustee of such Default or Event of Default with specific reference
to such Default or Event of Default.
If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the outstanding Securities affected by such Event of Default (or, in
the case of an Event of Default described in clause (3) above, if outstanding securities of other
series of securities issued under the Original Indenture are affected by such Event of Default,
then at least 25% in principal amount of the then outstanding securities of all series (including
the Securities) so affected), may declare the principal of and accrued and unpaid interest on all
then outstanding Securities or securities of all such series, as the case may be, to be immediately
due and payable, except that in the case of an Event of Default arising from certain events of
bankruptcy, insolvency or reorganization affecting the Issuer, all outstanding Securities become
due and payable immediately without further action or notice by the Trustee or any Holder. The
amount due and payable upon the acceleration of any Security is equal to 100% of the principal
amount thereof plus accrued and unpaid interest to the date of payment. Holders may not enforce the
Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity
satisfactory to it before it enforces the Indenture
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or the Securities. Subject to certain limitations, Holders of a majority in aggregate
principal amount of the then outstanding Securities may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or may direct the Trustee in its
exercise of any trust or power conferred on the Trustee. The Trustee may withhold from Holders
notice of any continuing default (except a default in payment of principal, premium (if any) or
interest) if it determines that withholding notice is in their interests. The Issuer must furnish
an annual compliance certificate to the Trustee.
10. Discharge Prior to Maturity. The Indenture with respect to the Securities shall be
discharged and canceled upon the payment of all of the Securities issued thereunder and shall be
discharged under certain circumstances specified in the Indenture upon the irrevocable deposit with
the Trustee of funds or Government Obligations sufficient for such payment and the satisfaction of
certain other conditions specified in the Indenture.
11. Defeasance. Subject to certain exceptions and conditions specified in the Indenture, the
Issuer at any time may terminate some or all of its obligations under the Securities and the
Indenture upon the irrevocable deposit with the Trustee of funds or Government Obligations
sufficient for the payment of all the Securities on the dates those payments are due and payable.
12. Trustee Dealings with the Issuer. The Trustee, in its individual or any other capacity,
may make loans to, accept deposits from, and perform services for the Issuer or its Affiliates, and
may otherwise deal with the Issuer or its Affiliates, as if it were not Trustee.
13. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the
Issuer shall not have any liability for any obligations of the Issuer under the Securities or the
Indenture or for any claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting a Security waives and releases all such liability. The waiver
and release are part of the consideration for the issuance of the Securities.
14. Authentication. The Securities shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.
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
Securities as a convenience to the Holders of the Securities. No representation is made as to the
accuracy of such numbers as printed on the Securities and reliance may be placed only on the other
identification numbers printed thereon.
16. Indenture to Control; Governing Law. In the case of any conflict between the provisions
of this Security and the Indenture, the provisions of the Indenture shall control. The Indenture
and the Securities shall be governed by and construed in accordance with the laws of the State of
New York.
17. Successor Person. When a Successor assumes all the obligations of its predecessor under
the Securities and the Indenture in accordance with the terms and conditions of the Indenture, the
predecessor person will (except in certain circumstances specified in the Indenture) be released
from those obligations.
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18. Abbreviations and Definitions. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= 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 upon written request and without charge a copy of the
Indenture. Request may be made to:
Halliburton Company
0000 Xxxxx Xxx Xxxxxxx Xxxxxxx Xxxx
Xxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Attention: General Counsel
0000 Xxxxx Xxx Xxxxxxx Xxxxxxx Xxxx
Xxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Attention: General Counsel
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SCHEDULE I2
The initial aggregate principal amount of Securities evidenced by the Certificate to which
this Schedule is attached is $____________. The notations on the following table evidence
decreases and increases in the aggregate principal amount of Securities evidenced by such
Certificate.
Principal Amount of | ||||||
Securities | ||||||
Increase in | Remaining After | |||||
Principal Amount of | Such Decrease or | Notation by | ||||
Decrease in Principal Amount of Securities | Securities | Increase | Security Registrar | |||
2 | To be included in any Global Note. |
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ASSIGNMENT FORM
To assign this Security, fill in the form below: (I) or (we) assign and transfer this Security
to
(Insert assignee’s social security or tax I.D. number)
(Print or type assignee’s name, address and zip code)
and irrevocably appoint __________________________________________
as agent to transfer this Security on the books of the Issuer. The agent may substitute another to
act for him.
Date:
|
Your Signature: | |||||
the face of this Security) |
Signature Guarantee: |
||
(Participant in a Recognized Signature Guaranty Medallion Program) |
This assignment relates to $_____ principal amount of 3.25% Senior Notes due 2021 of
Halliburton Company held in3 ______ book-entry or ______ definitive form by
_____________________ (the “Transferor”).
The Transferor has requested the Trustee by written order to exchange or register the transfer
of a Note or Notes.
[INSERT NAME OF TRANSFEROR] | ||||
By: | ||||
Name: | ||||
Title: | ||||
Address: | ||||
Date: _______________
3. | Fill in blank or check appropriate box, as applicable. |
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EXHIBIT B
FORM OF 2041 NOTE
FORM OF 2041 NOTE
[FACE OF SECURITY]
[Global Note]
[Certificated Note]
[Certificated Note]
[IF THIS SECURITY IS TO BE A GLOBAL NOTE, IT SHALL BEAR THE FOLLOWING LEGEND:]
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND 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.
[FOR AS LONG AS THIS GLOBAL SECURITY IS DEPOSITED WITH OR ON BEHALF OF THE DEPOSITORY TRUST
COMPANY IT SHALL BEAR THE FOLLOWING LEGEND:]
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND 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.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO HALLIBURTON COMPANY 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
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TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
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HALLIBURTON COMPANY
4.50% SENIOR NOTES DUE 2041
No. ___
|
CUSIP Xx. 000000 XX0 | |
XXXX Xx. XX000000XX00 | ||
$_____________ [, or such | ||
greater or lesser amount as | ||
indicated on Schedule I | ||
hereto,]1 |
Halliburton Company, a Delaware corporation (the “Issuer”), for value received promises to pay
to Cede & Co., or registered assigns, the principal sum of _______________ Dollars[, or such
greater or lesser amount as indicated on Schedule I hereto,]4 on November 15,
2041.
Interest Payment Dates: | May 15 and November 15 | |||
Record Dates: | May 1 and November 1 |
Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.
IN WITNESS WHEREOF, the Issuer has caused this Security to be signed manually or by facsimile
by its duly authorized officers.
Dated: __________________
HALLIBURTON COMPANY |
||||
By: | ||||
Name: | ||||
Title: | ||||
By: | ||||
Name: | ||||
Title: | ||||
Attest: |
||||
By | ||||
Name: | ||||
Title: | ||||
4. | To be included in any Global Note. |
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Certificate of Authentication:
This is one of the Securities of the series
designated therein referred to in the within-
mentioned Indenture.
designated therein referred to in the within-
mentioned Indenture.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
TRUST COMPANY, N.A., as Trustee
By:
|
Dated: | |||||
Authorized Signatory |
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[REVERSE OF SECURITY]
HALLIBURTON COMPANY
4.50% SENIOR NOTES DUE 2041
This Security is one of a duly authorized issue of 4.50% Senior Notes Due 2041 (the
“Securities”) of Halliburton Company, a Delaware corporation (the “Issuer”). The Issuer issued the
Securities under an Indenture dated as of October 17, 2003 (the “Original Indenture”) between the
Issuer and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank),
as trustee (the “Trustee”), as supplemented by the Sixth Supplemental Indenture dated as of
November 14, 2011 (the “Sixth Supplemental Indenture” and, together with the Original Indenture,
the “Indenture”). Capitalized terms used herein for which no definition is provided herein shall
have the meanings set forth in the Indenture.
1. Interest. The Issuer promises to pay interest on the principal amount of this Security at
4.50% per annum from November 14, 2011 until maturity. The Issuer will pay interest semiannually
on May 15 and November 15 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day. Interest on the Securities will accrue from the most recent Interest
Payment Date on which interest has been paid or, if no interest has been paid, from November 14,
2011; provided that if there is no existing Default in the payment of interest, and if this
Security is authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; provided, further, that the first Interest Payment Date shall be May 15, 2012. Interest will
be computed on the basis of a 360-day year of twelve 30-day months.
2. Method of Payment. The Issuer will pay interest on the Securities (except defaulted
interest) to the Persons who are registered Holders of Securities at the close of business on the
record date next preceding the Interest Payment Date, even if such Securities are canceled after
such record date and on or before such Interest Payment Date. The Holder must surrender this
Security to a Paying Agent to collect principal payments. The Issuer will pay the principal of and
interest on the Securities in money of the United States of America that at the time of payment is
legal tender for payment of public and private debts. Such amounts shall be payable at the offices
of the Trustee or any Paying Agent, provided that at the option of the Issuer, the Issuer may pay
such amounts (1) by wire transfer with respect to Securities represented by a Global Note or (2) by
check payable in such money mailed to a Holder’s registered address with respect to any Security.
3. Paying Agent and Registrar. Initially, the Trustee will act as Paying Agent and Registrar.
The Issuer may change any Paying Agent, Registrar, co-registrar or additional paying agent without
notice to any Holder. The Issuer or any of the Issuer’s subsidiaries may act in any such capacity.
4. Indenture. The terms of the Securities include those stated in the Indenture and the
provisions made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended
(15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”), as in effect on the date of the Sixth Supplemental
Indenture; provided, that if any provision of the Indenture limits, qualifies or
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conflicts with the duties imposed by operation of TIA Section 318(c), the imposed duties shall
control. Holders are referred to the Indenture and the TIA for a statement of such terms and
provisions. The Securities are unsecured senior obligations of the Issuer and rank equally with
all of the Issuer’s existing and future unsecured indebtedness. The Indenture provides for the
issuance of other series of debt securities thereunder.
5. Denominations, Transfer, Exchange. The Securities are in registered form without coupons
in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of
Securities may be registered and Securities may be exchanged as provided in the Indenture. The
Registrar and the Trustee 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. The Registrar need not exchange or register the transfer of any Securities during
the period between a record date and the corresponding Interest Payment Date.
6. Redemption. No sinking fund is provided for the Securities. At any time and from time to
time before May 15, 2041, the Securities will be redeemable, in the Issuer’s sole discretion, in
whole or in part, in principal amounts of $2,000 or any integral multiple of $1,000 in excess
thereof for an amount equal to the greater of:
(i) 100% of the principal amount of the Securities being redeemed; and
(ii) as determined by an Independent Investment Banker, the sum of the present
values of the Remaining Scheduled Payments on the Securities, discounted to the
Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 25 basis points.
At any time and from time to time on or after May 15, 2041, the Securities will be redeemable,
in the Issuer’s sole discretion, in whole or in part, in principal amounts of $2,000 or any
integral multiple of $1,000 in excess thereof for an amount equal to 100% of the principal amount
of the Securities being redeemed.
In the event of any such redemption, interest will accrue up to the date of redemption.
Unless there is a default in payment of the redemption amount, on and after the Redemption Date,
interest will cease to accrue on the Securities or portions thereof called for redemption.
7. Persons Deemed Owners. The registered Holder of a Security shall be treated as its owner
for all purposes.
8. Amendments and Waivers. Subject to certain exceptions and limitations, the Indenture or
the Securities may be amended or supplemented by the Issuer and the Trustee with the written
consent (including consents obtained in connection with a tender offer or exchange offer or a
solicitation of consents, provided that in each case such offer or solicitation is made to all
Holders of then outstanding Securities) of the Holders of at least a majority in principal amount
of the then outstanding Securities affected by such amendment or supplement (provided that if such
amendment or supplement affects holders of securities of other series issued under
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the Original Indenture, the Holders of the Securities and such other series of securities
shall act as one class), and any existing or past Default or Event of Default under, or compliance
with any provision of, the Indenture may be waived (other than any continuing Default or Event of
Default in the payment of the principal of, premium (if any) or interest on the Securities or a
continued Default in respect of a provision that cannot be amended or supplemented without the
consent of each Holder of the Securities affected) by the Holders of at least a majority in
principal amount of the then outstanding Securities (or of all series of securities issued under
the Original Indenture acting as one class in the case of a Default or Event of Default with
respect to all such series, as the case may be) in accordance with the terms of the Indenture. The
Issuer and the Trustee may amend or supplement the Indenture or the Securities or waive any
provision of either without the consent of the Holders, to:
(1) cure any ambiguity, omission, defect or inconsistency;
(2) evidence the assumption by a Successor of the Issuer’s obligations under the
Indenture and the Securities;
(3) provide for uncertificated Securities in addition to or in place of certificated
Securities or to provide for the issuance of bearer securities (with or without coupons);
(4) provide any security for the Securities or to add guarantees of, or additional
obligors on, the Securities;
(5) comply with any requirement in order to effect or maintain the qualification of the
Indenture under the TIA;
(6) add to the covenants of the Issuer for the benefit of the Holders of the
Securities, or to surrender any right or power conferred by the Indenture upon the Issuer;
(7) add any additional Events of Default with respect to the Securities;
(8) change or eliminate any of the provisions of the Indenture, provided that any such
change or elimination shall become effective only when there are no outstanding Securities
that are adversely affected in any material respect by such changes in or elimination of
such provisions;
(9) supplement any of the provisions of the Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of the Securities pursuant to
Section 8.01 of the Indenture, provided, however, that any such action shall not adversely
affect the interest of the Holders of the Securities or the holders of any other series of
securities issued under the Original Indenture in any material respect;
(10) evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities 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 Section 7.08 of
the Original Indenture; or
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(11) make any other change that does not adversely affect the rights of any Holder of
Securities.
The right of any Holder to participate in any consent required or sought pursuant to any
provision of the Indenture (and the obligation of the Issuer to obtain any such consent otherwise
required from such Holder) may be subject to the requirement that such Holder shall have been the
Holder of record of Securities with respect to which such consent is required or sought as of a
date fixed in accordance with the terms of the Indenture.
Without the consent of each Holder affected, the Issuer may not:
(1) reduce the amount of securities issued under the Original Indenture (including the
Securities) whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the rate of or change the time for payment of interest, including default
interest, on any Security;
(3) reduce the principal of or any premium on or any mandatory sinking fund payment
with respect to, or change the Stated Maturity of, any Security;
(4) reduce the premium, if any, payable upon the redemption of any Security or change
the time at which any Security may or shall be redeemed;
(5) change the coin or currency or currencies (including composite currencies) in which
any Security or any premium or interest with respect thereto are payable;
(6) impair the right to institute suit for the enforcement of any payment of principal
of, premium (if any) or interest on any Security pursuant to Sections 6.07 and 6.08 of the
Original Indenture, except as limited by Section 6.06 of the Original Indenture;
(7) make any change in the percentage of principal amount of Securities necessary to
waive compliance with certain provisions of the Indenture pursuant to Section 6.04 or 6.07
of the Original Indenture or make any change in the fifth paragraph of Section 9.02 of the
Original Indenture; or
(8) waive a continuing Default or Event of Default in the payment of principal of,
premium (if any) or interest on the Securities.
A supplemental indenture that changes or eliminates any covenant or other provision of the
Indenture which has expressly been included solely for the benefit of one or more particular series
of securities issued under the Original Indenture (including the Securities), or which modifies the
rights of the holders of securities of such series of securities issued under the Original
Indenture (including the Securities) with respect to such covenant or other provision, shall be
deemed not to affect the rights under the Indenture of the holders of the securities of any other
series.
B-8
9. Defaults and Remedies. Events of Default are defined in the Indenture and with respect to
the Securities generally include:
(1) default by the Issuer in the payment of interest on the Securities when the same
becomes due and payable and such default continues for a period of 30 days;
(2) default by the Issuer in the payment of principal of the Securities at their Stated
Maturity or premium (if any) on the Securities when the same becomes due and payable;
(3) default by the Issuer in its compliance with any of its other covenants or
agreements in, or provisions of, the Securities or the Indenture which shall not have been
remedied within 60 days after written notice to the Issuer by the Trustee or to the Issuer
and Trustee by the holders of at least 25% in aggregate principal amount of the securities
of all series of securities issued under the Original Indenture (including the Securities)
then outstanding affected by such default;
(4) default by the Issuer in a scheduled payment at maturity, upon redemption or
otherwise, in the aggregate principal amount of $125 million or more, after the expiration
of any applicable grace period, of any Indebtedness or the acceleration of any Indebtedness
of the Issuer in such aggregate principal amount, so that it becomes due and payable prior
to the date on which it would otherwise have become due and payable and such payment default
is not cured or such acceleration is not rescinded within 30 days after notice to the Issuer
in accordance with the terms of the Indebtedness; and
(5) certain events involving bankruptcy, insolvency or reorganization affecting the
Issuer.
The Trustee shall not be deemed to know or have notice of any Default or Event of Default
unless a Trust Officer at the Corporate Trust Office of the Trustee receives written notice at the
Corporate Trust Office of the Trustee of such Default or Event of Default with specific reference
to such Default or Event of Default.
If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the outstanding Securities affected by such Event of Default (or, in
the case of an Event of Default described in clause (3) above, if outstanding securities of other
series of securities issued under the Original Indenture are affected by such Event of Default,
then at least 25% in principal amount of the then outstanding securities of all series (including
the Securities) so affected), may declare the principal of and accrued and unpaid interest on all
then outstanding Securities or securities of all such series, as the case may be, to be immediately
due and payable, except that in the case of an Event of Default arising from certain events of
bankruptcy, insolvency or reorganization affecting the Issuer, all outstanding Securities become
due and payable immediately without further action or notice by the Trustee or any Holder. The
amount due and payable upon the acceleration of any Security is equal to 100% of the principal
amount thereof plus accrued and unpaid interest to the date of payment. Holders may not enforce
the Indenture or the Securities except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture
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or the Securities. Subject to certain limitations, Holders of a majority in aggregate
principal amount of the then outstanding Securities may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or may direct the Trustee in its
exercise of any trust or power conferred on the Trustee. The Trustee may withhold from Holders
notice of any continuing default (except a default in payment of principal, premium (if any) or
interest) if it determines that withholding notice is in their interests. The Issuer must furnish
an annual compliance certificate to the Trustee.
10. Discharge Prior to Maturity. The Indenture with respect to the Securities shall be
discharged and canceled upon the payment of all of the Securities issued thereunder and shall be
discharged under certain circumstances specified in the Indenture upon the irrevocable deposit with
the Trustee of funds or Government Obligations sufficient for such payment and the satisfaction of
certain other conditions specified in the Indenture.
11. Defeasance. Subject to certain exceptions and conditions specified in the Indenture, the
Issuer at any time may terminate some or all of its obligations under the Securities and the
Indenture upon the irrevocable deposit with the Trustee of funds or Government Obligations
sufficient for the payment of all the Securities on the dates those payments are due and payable.
12. Trustee Dealings with the Issuer. The Trustee, in its individual or any other capacity,
may make loans to, accept deposits from, and perform services for the Issuer or its Affiliates, and
may otherwise deal with the Issuer or its Affiliates, as if it were not Trustee.
13. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the
Issuer shall not have any liability for any obligations of the Issuer under the Securities or the
Indenture or for any claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting a Security waives and releases all such liability. The waiver
and release are part of the consideration for the issuance of the Securities.
14. Authentication. The Securities shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.
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
Securities as a convenience to the Holders of the Securities. No representation is made as to the
accuracy of such numbers as printed on the Securities and reliance may be placed only on the other
identification numbers printed thereon.
16. Indenture to Control; Governing Law. In the case of any conflict between the provisions
of this Security and the Indenture, the provisions of the Indenture shall control. The Indenture
and the Securities shall be governed by and construed in accordance with the laws of the State of
New York.
17. Successor Person. When a Successor assumes all the obligations of its predecessor under
the Securities and the Indenture in accordance with the terms and conditions of the Indenture, the
predecessor person will (except in certain circumstances specified in the Indenture) be released
from those obligations.
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18. Abbreviations and Definitions. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= 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 upon written request and without charge a copy of the
Indenture. Request may be made to:
Halliburton Company
0000 Xxxxx Xxx Xxxxxxx Xxxxxxx Xxxx
Xxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Attention: General Counsel
0000 Xxxxx Xxx Xxxxxxx Xxxxxxx Xxxx
Xxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Attention: General Counsel
B-11
SCHEDULE I5
The initial aggregate principal amount of Securities evidenced by the Certificate to which
this Schedule is attached is $____________. The notations on the following table evidence
decreases and increases in the aggregate principal amount of Securities evidenced by such
Certificate.
Principal Amount of | ||||||
Securities | ||||||
Increase in | Remaining After | |||||
Principal Amount of | Such Decrease or | Notation by | ||||
Decrease in Principal Amount of Securities | Securities | Increase | Security Registrar | |||
5 | To be included in any Global Note. |
B-12
ASSIGNMENT FORM
To assign this Security, fill in the form below: (I) or (we) assign and transfer this Security
to
(Insert assignee’s social security or tax I.D. number)
(Print or type assignee’s name, address and zip code)
and irrevocably appoint __________________________________________
as agent to transfer this Security on the books of the Issuer. The agent may substitute another to
act for him.
Date:
|
Your Signature: | |||||
the face of this Security) |
Signature Guarantee: |
||
(Participant in a Recognized Signature Guaranty Medallion Program) |
This assignment relates to $_____ principal amount of 4.50% Senior Notes due 2041 of
Halliburton Company held in6 ______ book-entry or ______ definitive form by
_____________________ (the “Transferor”).
The Transferor has requested the Trustee by written order to exchange or register the transfer
of a Note or Notes.
[INSERT NAME OF TRANSFEROR] | ||||
By: | ||||
Name: | ||||
Title: | ||||
Address: | ||||
Date: _______________
6. | Fill in blank or check appropriate box, as applicable. |
B-13