EXHIBIT 4.3
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF DECEMBER 12, 1996
BETWEEN AMONG
HALLIBURTON COMPANY,
HALLIBURTON HOLD CO.
and
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
as Trustee
(Subordinated Indenture)
This First Supplemental Indenture dated as of December 12, 1996 is among
Halliburton Company, a Delaware corporation (the "Issuer"), Halliburton Hold
Co., a Delaware corporation ("Holding Company"), and Texas Commerce Bank
National Association, a national banking association, as Trustee, and
supplements, amends and modifies that certain Subordinated Indenture dated as of
January 2, 1991 between the Issuer and the Trustee (the "Subordinated
Indenture"):
RECITALS:
The Issuer, the Holding Company and Halliburton Merge Co., a Delaware
corporation and an indirect, wholly owned subsidiary of the Issuer ("Mergeco"),
have executed and delivered an Agreement and Plan of Reorganization dated as of
December 11, 1996 pursuant to which Mergeco will be merged with and into the
Issuer (the "Merger"), which will be the corporation surviving the Merger, and
the outstanding capital stock of the Issuer will be converted into capital stock
of the Holding Company.
To effect the Reorganization, the Issuer has incorporated the Holding
Company as a new first-tier subsidiary corporation, which in turn has
incorporated Halliburton Delaware, Inc., a Delaware corporation ("Newco"), as a
new second-tier subsidiary, which in turn has incorporated Mergeco as a new
third-tier subsidiary corporation.
As a result of effectuation of the Merger, the Holding Company will become
a holding company and the Issuer will become an indirect wholly-owned subsidiary
of the Holding Company.
The Merger will be effected pursuant to Section 251(g) of the General
Corporation Law of the State of Delaware ("DGCL"), which permits effectuation of
such a merger without a vote of stockholders of either constituent corporation.
Pursuant to the Merger, the corporate name of the Issuer will be changed to
"Halliburton Energy Services, Inc." and, immediately thereafter, the corporate
name of the Holding Company will be changed to "Halliburton Company".
No indebtedness of the Issuer is outstanding under the Subordinated
Indenture.
The Holding Company and the Issuer intend that the Holding Company shall
assume the obligations of the Issuer with respect to the Subordinated Indenture
and that the Holding Company will be the Issuer with respect to any indebtedness
thereafter issued under the Subordinated Indenture.
NOW, THEREFORE, in consideration of the premises, the covenants herein
contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
hereto covenant and agree as follows:
ARTICLE I
Section 1.1 Definitions. Capitalized terms used but not defined herein
are defined in the Subordinated Indenture and are used herein with the meanings
ascribed to them therein.
Section 1.2 Subordinated Indenture. The Holding Company shall, effective
as of the effective time of the Merger under the DGCL (the "Effective Time"),
assume, and shall thereafter timely pay, perform and discharge, each and every
obligation of the Issuer under and with respect to the Subordinated Indenture.
From and after the Effective Time, the Issuer shall have no obligation to pay,
perform or discharge any indebtedness thereafter issued under the Subordinated
Indenture, all such obligations being solely those of the Holding Company.
ARTICLE II
Section 2.1 Effectiveness. Although this First Supplemental Indenture
may be executed and delivered by the parties hereto prior thereto, the
provisions hereof shall not become effective unless and until the Merger becomes
effective under the DGCL and, under such circumstances, shall become effective
concurrently with the Effective Time of such Merger. From and after the
Effective Time, the Subordinated Indenture, as hereby supplemented, amended and
modified, shall remain in full force and effect.
Section 2.2 References. Each reference in the Subordinated Indenture or
this First Supplemental Indenture to any article, section, term or provision of
the Subordinated Indenture shall mean and be deemed to refer to such article,
section, term or provision of the Subordinated Indenture, as modified by this
First Supplemental Indenture, except where the context otherwise indicates.
Section 2.3 Benefit. All the covenants, provisions, stipulations and
agreements contained in this First Supplemental Indenture are and shall be for
the sole and exclusive benefit of the parties hereto, their successors and
assigns, and of the holders and registered owners from time to time of the
Debentures and any other Securities issued and outstanding from time to time
under the Subordinated Indenture, as hereby amended and supplemented.
Section 2.4 Counterparts. This First Supplemental Indenture may be
executed in any number of counterparts, each of which shall be deemed an
original and all of which taken together shall be deemed to be a single
instrument.
Section 2.5 Governing Law. This First Supplemental Indenture shall be
deemed to be a contract under the laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of such state without
regard to principles of conflicts of laws, except as may otherwise required by
mandatory provisions of law.
Section 2.6 Headings. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
IN WITNESS WHEREOF, the said Halliburton Company, Halliburton Hold Co. and
Texas Commerce Bank National Association have each caused this First
Supplemental Indenture to be executed in its corporate name by the officer whose
name is subscribed below, thereunto duly authorized, and its corporate seal to
be hereunto affixed and, in the cases of Halliburton Company and Halliburton
Hold Co., attested by its Secretary or Assistant Secretary, all as of the day
and year first above written.
HALLIBURTON COMPANY
By /s/ Xxxxxx X. Xxxxxxx
_____________________________
Attest:
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
By /s/ Xxxxx X. Xxxxx
__________________________________
Name: Xxxxx X. Xxxxx
Title: Vice President and Secretary
HALLIBURTON HOLD CO.
By /s/ Xxxxxx X. Xxxxxxx
_________________________
Attest:
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
By /s/ Xxxxx X. Xxxxx
__________________________
Name: Xxxxx X. Xxxxx
Title: Secretary
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
By /s/ Xxxxx X. Xxxxxxx
______________________________
Name: Xxxxx X. Xxxxxxx
Title: Assistant Vice President
