EXECUTION VERSION
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DII INDUSTRIES, LLC,
as Issuer,
and
JPMORGAN CHASE BANK,
as Trustee
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Second Supplemental Indenture
Dated as of October 27, 2003
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Unsecured Debentures, Notes and Other
Evidences of Indebtedness
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SECOND SUPPLEMENTAL
INDENTURE,
dated as of October
27, 2003
(the "Second Supplemental Indenture"), by and between DII Industries, LLC
(formerly Dresser Industries, Inc.), a Delaware limited
liability company (the
"Company"), and JPMorgan Chase Bank, a New
York banking corporation (successor
by merger to Texas Commerce Bank National Association, a national banking
association), as trustee (the
"Trustee").
Each party
agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the holders of the Company's
unsecured debentures, notes and other evidences of
indebtedness
from time to
time authenticated and delivered
pursuant to the
Indenture (as defined below),
as supplemented hereby:
RECITALS
1.
The Company
and the Trustee are parties to that certain
Indenture, dated
as of April 18, 1996 (the "Original
Indenture"), as
supplemented
by the First Supplemental
Indenture, dated as of August 6, 1996 (the "First Supplemental
Indenture"). The
Original Indenture,
as supplemented by
the
First Supplemental
Indenture,
is herein referred to as the
"Indenture."
2.
Section 9.02 of the
Indenture provides
that the Company
and
the Trustee
may amend the Indenture or the Securities
outstanding thereunder
in a manner affecting
the Securities
(as defined under Section 1.01 below) with the written consent
of the Holders (as
defined under
Section 1.01 below) of at
least 66-2/3% in
principal amount of
the then-outstanding
Securities of such series.
3.
The Company's 7.60%
debentures
due 2096 (the
"Debentures")
were issued pursuant to the Indenture. As of the date hereof,
$300 million aggregate
principal amount of the Debentures are
outstanding. No other
Securities
have been issued or are
outstanding pursuant to the Indenture.
4.
All things
necessary
to make this Second Supplemental
Indenture a valid and legally binding agreement of the Company
have been done,
including receipt of
consents to amend the
Indenture as set forth
herein from the Holders of at least
66-2/3% in principal amount of the outstanding Debentures.
5.
In connection with the
Company's solicitation
of consents to
amend the Indenture as set forth herein, Halliburton Company
extended to qualified
holders an offer to
issue its new 7.6%
debentures due 2096 (the "Halliburton Debentures") in exchange
for a like amount of
outstanding
Debentures, which
offer is
referred to herein as the "Exchange Offer."
6.
The Company
and the Trustee hereby agree to amend the
Indenture as follows:
1
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ARTICLE I
AMENDMENTS TO THE INDENTURE
Section 1.01. Restatement of
Article 1.
Article 1 of the
Indenture is hereby
amended and replaced in
its entirety as follows:
"ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01. Definitions.
"Affiliate" of any
specified Person means
any other
Person directly or
indirectly controlling
or controlled by, or
under
direct or indirect
common control with,
such specified
Person. For
purposes of this definition, "control" of a Person shall mean the
power
to direct the
management and
policies of such Person, directly or
indirectly, whether
through the
ownership of voting
securities,
by
contract
or otherwise, and the
terms "controlling"
and "controlled"
shall have
meanings correlative to the foregoing; provided that
beneficial ownership
of 10% or more of the
common equity of a
Person
shall be deemed to be control.
"Agent" means any Registrar or Paying Agent.
"Board of Directors"
or "Board"
means the Board of
Directors of the
Company or other body
fulfilling the
function of a
board of directors of a corporation including, without limitation,
with
respect to a limited
liability company,
its members or any or other
body duly authorized,
or committee of such Board or other body
duly
authorized, with
respect to any
particular
matter, to act by or on
behalf of the Board of Directors.
"Board Resolution"
means a copy of a resolution
delivered to the Trustee and certified by the Secretary or an
Assistant
Secretary of the
Company to have been duly adopted by the Board of
Directors and to be in
full force and effect on the date of such
certification.
"Capital Stock"
of any person means any and all
shares (including
ordinary shares or American Depositary Shares),
interests, rights to
purchase, warrants,
options, participations or
other equivalents
of or interests in
(however designated)
of capital
stock or other equity
participations
of such person and any rights
(other than debt securities convertible or exchangeable into
an equity
iterest), warrants
or options to acquire
an equity interest
in such
person.
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<PAGE>
"Company" means DII Industries, LLC or its successor.
"Company Order" means a written order of the Company,
signed by two Officers, one of whom shall be the principal
executive,
financial or
accounting officer of
the Company, and
delivered to the
Trustee.
"Default" means any
event which is, or after notice
or the passage of time or both, would be, an Event of Default.
"Depositary" means a clearing agency registered under
the Securities
Exchange Act of 1934, as amended, or any successor
thereto, which shall
be designated by the Company pursuant to Section
2.01 until a successor
Depositary shall have
become such pursuant
to
the applicable
provisions
of this Indenture, and thereafter
"Depositary" shall mean or include each person who is then a
Depositary
hereunder, and if at any time there is more than one such person,
shall
mean or include all such persons. "Depositary" as used with respect
to
the Securities of any series shall mean the Depositary with respect to
the Securities of that series.
"Exchange Act" means the Securities Exchange Act of
1934, as amended, and any successor statute.
"Generally accepted accounting principles" when used
with respect to any computation or interpretation required or
permitted
hereunder means such accounting principles which are generally
accepted
as of the date of this Indenture.
"Global Security" means a Security registered in the
name of the
Depositary
or its nominee evidencing all or part of a
series of Securities, which is executed by the Company and
authenticated and
delivered to the Depositary or pursuant to the
Depositary's
instructions, all in
accordance with this
Indenture and
pursuant to a Company Order.
"Holder" or "Securityholder" means a person in whose
name a Security is registered in the Security Register.
"Indenture" means this Indenture as amended from time
to time pursuant to applicable provisions of this Indenture,
and shall
include the form and
terms of each
particular series
of Securities
established pursuant to Section 2.01 hereof.
"Interest Payment
Date" means the date on which
payment of an
installment of
interest on the Securities of any series
is due.
"Maturity" when used
with respect
to any Security
means the date on which the principal of such Security or an
installment of principal becomes due and payable as therein
provided,
whether at the Stated Maturity or by declaration of acceleration,
call
for redemption, pursuant to a sinking fund or otherwise.
3
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"Officer" means
the Chairman of the Board, Vice
Chairman of the Board,
President, any Vice
President, the
Treasurer,
any Assistant
Treasurer, the
Secretary or any Assistant Secretary of
the Company.
"Officers' Certificate" means a certificate signed by
two Officers, one of
whom shall be the principal executive, financial
or accounting officer.
"Opinion of Counsel"
means a written
opinion from
legal counsel who is reasonably acceptable to the Trustee. Such
