Exhibit 1.2
HALLIBURTON COMPANY
Medium-Term Notes
Due 9 Months or More from Date of Issue
TERMS AGREEMENT
February 6, 1997
Halliburton Company
0000 Xxxxxxx Xxxxx
000 X. Xxxxx Xxxxxx
Xxxxxx, Xxxxx 00000-0000
Attention: Vice President and Secretary
Subject in all respects to the terms and conditions of the
Distribution Agreement dated January 13, 1997 among Xxxxxxx Xxxxx & Co., Xxxxxxx
Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, Xxxxxx Brothers Inc., Xxxxxx Xxxxxxx
& Co. Incorporated, NationsBanc Capital Markets, Inc. and you (the "Agreement"),
the undersigned (collectively, the "Purchasers") agree to purchase the Notes
described below of Halliburton Company (the "Company").
THE NOTES
Aggregate Principal Amount: $125,000,000
Purchase Price: 99.131% of Principal Amount
Priority: Senior
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Issue Price: 99.781% of Principal Amount
Currency or Currency Unit: United States Dollars
Interest Rate or
Method of Determining: 6 3-4% per annum, accruing from
February 11, 1997
Date of Maturity: February 1, 2027
Interest Payment Dates: February 1 and August 1 of each
year, except as provided in the
Pricing Supplement
Closing Date: February 11, 1997
Method of Payment: Immediately available funds
Trustee: Texas Commerce Bank, National
Association
Registrar, Paying Agent and
Authenticating Agent: The Chase Manhattan Bank
(National Association)
Modification, if any, Each of the documents specified in
in the requirements to Sections 7(b), (c) and (d) of the
deliver the documents Agreement shall be dated as of, and
specified in Sections delivered to the undersigned on, the
7(b), (c) and (d) of Closing Date
the Agreement:
Other terms: The Notes shall have such additional
terms as are specified in the
form of Pricing Supplement, attached
hereto as Annex A
Allocation among
Purchasers: Each of the purchasers severally
agrees to purchase the respective
principal amount of Notes set forth
next to its name in Annex B
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Default of Purchasers: The provisions set forth in Annex
C hereto are incorporated herein
by reference
XXXXXXX XXXXX, XXXXXX, XXXXXX &
XXXXX INCORPORATED
XXXXXX BROTHERS INC.
XXXXXX XXXXXXX & CO.
INCORPORATED
NATIONSBANC CAPITAL MARKETS, INC.
By: Xxxxxxx Xxxxx, Xxxxxx,
Xxxxxx & Xxxxx Incorporated
By:/s/Xxxxxxx X. Xxxxx
Title: Authorized Signatory
Accepted:
HALLIBURTON COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
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ANNEX B
Purchaser Principal Amount
Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx &
Xxxxx Incorporated . . . . . . . . . . $ 31,250,000
Xxxxxx Brothers Inc. . . . . . . . . . . $ 31,250,000
Xxxxxx Xxxxxxx & Co.
Incorporated . . . . . . . . . . . . $ 31,250,000
NationsBanc Capital
Markets, Inc. . . . . . . . . . . . . $ 31,250,000
Total $125,000,000
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ANNEX C
If any Purchaser or Purchasers default in their obligations to
purchase Notes agreed to be purchased by such Purchaser or Purchasers hereunder
and the aggregate principal amount of Notes which such defaulting Purchaser or
Purchasers agreed but failed to purchase does not exceed 10% of the total
principal amount of Notes, the Purchasers may make arrangements satisfactory to
the Company for the purchase of such Notes by other persons, including any of
the Purchasers, but if no such arrangements are made by the Closing Date, the
nondefaulting Purchasers shall be obligated severally, in proportion to their
respective commitments hereunder, to purchase the Notes which such defaulting
Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so
default and the aggregate principal amount of Notes with respect to which such
default or defaults occur exceeds 10% of the total principal amount of Notes and
arrangements satisfactory to the Purchasers and the Company for the purchase of
such Notes by other persons are not made within 36 hours after such default,
this Terms Agreement will terminate without liability on the part of any
nondefaulting Purchaser or the Company. As used herein, the term "Purchaser"
includes any person substituted for a Purchaser under the terms of this
paragraph. Nothing herein will relieve a defaulting Purchaser from liability for
its default.
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