EXHIBIT 4.1
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF DECEMBER 12, 1996
AMONG
HALLIBURTON COMPANY,
HALLIBURTON HOLD CO.
and
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
as Trustee
(First Senior 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 Senior Indenture dated as of
January 2, 1991 between the Issuer and the Trustee (the "First Senior
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".
The Issuer has outstanding certain indebtedness issued pursuant to the
First Senior Indenture and the Holding Company and the Issuer intend that the
Holding Company will, as a primary obligor, assume the obligations of the Issuer
with respect to such indebtedness and with respect to the First Senior Indenture
and that the Issuer will remain obligated as a primary obligor with respect to
such indebtedness and, except as hereinafter set forth, with respect to the
First Senior Indenture to the extent that it relates to such indebtedness.
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 First Senior Indenture and are used herein with the meanings
ascribed to them therein.
Section 1.2 Debentures. 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 those certain 8.75% Debentures due February
15, 2021 (the "Debentures") issued by the Issuer in an aggregate principal
amount of $200,000,000 pursuant to the First Senior Indenture. Notwithstanding
such assumption, the Issuer will remain obligated as a primary obligor with
respect to the payment, performance and discharge of such Debentures.
Section 1.3 First Senior Indenture. The Holding Company shall, effective
as of 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
First Senior Indenture, including without limitation those certain covenants
contained in Sections 3.6, 3.7 and 3.8 of the First Senior Indenture (the
"Special Covenants"). In this regard, the Special Covenants shall be
interpreted, from and after the Effective Time, (i) to apply to the Holding
Company, as the "Issuer" thereunder, and to the Issuer, as a "Restricted
Subsidiary" thereunder, and (ii) not to apply to the Issuer, as the "Issuer"
thereunder. From and after the Effective Time, the Issuer shall have no
obligation to pay, perform or discharge any indebtedness thereafter issued under
the First Senior 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 First Senior Indenture, as hereby supplemented, amended and
modified, shall remain in full force and effect.
Section 2.2 References. Each reference in the First Senior Indenture or
this First Supplemental Indenture to any article, section, term or provision of
the First Senior Indenture shall mean and be deemed to refer to such article,
section, term or provision of the First Senior 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 First Senior 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
