EXECUTION VERSION
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DII INDUSTRIES, LLC,
as
Issuer,
HALLIBURTON COMPANY,
as Co-Obligor,
and
JPMORGAN CHASE BANK,
as Trustee
---------------------------------
Third Supplemental Indenture
Dated as of December 12, 2003
--------------------------------
Unsecured Debentures, Notes and Other
Evidences of Indebtedness
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THIRD SUPPLEMENTAL
INDENTURE dated as of December 12, 2003 (the "Third
Supplemental Indenture") by and among DII Industries, LLC (formerly Dresser
Industries, Inc.), a Delaware limited liability company ("DII Industries"),
Halliburton Company, a Delaware corporation
("Halliburton"), 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").
Capitalized terms used by not defined herein have the meanings
ascribed
to them in the Indenture (as defined
below).
Each party agrees as follows for the benefit of the other party and
for
the equal and ratable benefit of the holders of DII Industries' unsecured
debentures, notes and other evidences of indebtedness from time to time
authenticated and delivered pursuant to the
Indenture, as supplemented hereby:
RECITALS
1. DII
Industries 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"),
and as supplemented by the Second
Supplemental
Indenture, dated as of
October 27, 2003 (the "Second
Supplemental
Indenture"). The
Original Indenture, as
supplemented by
the First Supplemental Indenture and the Second Supplemental
Indenture,
is herein referred to as the "Indenture."
2. DII
Industries and Halliburton intend that Halliburton will assume as
a
co-obligor with DII Industries all of DII Industries' obligations
under
the Indenture.
3.
Section 9.01 of the
Indenture provides
that DII Industries and the
Trustee may amend the Indenture or the Securities without consent of
any Securityholder
to, among other
things, make such
provisions with
respect to matters or questions arising under the Indenture as may be
necessary or desirable and not inconsistent with the Indenture or with
any indenture supplemental thereto or any Board Resolution
establishing
any series
of Securities, provided that such amendment does not
adversely affect the rights of any Securityholders.
4.
Halliburton's assumption as a co-obligor of DII Industries'
obligations
under the Ind
