Halliburton Co – ‘10-K’ for 12/31/03 – EX-4

On:  Monday, 3/8/04, at 1:26pm ET   ·   For:  12/31/03   ·   Accession #:  45012-4-86   ·   File #:  1-03492

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                        142    806K 
 2: EX-4        Instrument Defining the Rights of Security Holders    11     43K 
                          -- exh4_15                                             
 3: EX-4        Instrument Defining the Rights of Security Holders     5     22K 
                          -- exh4_16                                             
 4: EX-4        Instrument Defining the Rights of Security Holders    27     88K 
                          -- exh4_27                                             
 5: EX-12       Statement re: Computation of Ratios -- exh_12          1     12K 
 6: EX-21       Subsidiaries of the Registrant -- exh_21               4     23K 
 7: EX-23       Consent of Experts or Counsel -- exh23_1               1     10K 
 8: EX-23       Consent of Experts or Counsel -- exh23_2               1     11K 
 9: EX-24       Power of Attorney -- exh24_1                          10     23K 
10: EX-31       Certification per Sarbanes-Oxley Act (Section 302)     2     11K 
                          -- exh31_1                                             
11: EX-31       Certification per Sarbanes-Oxley Act (Section 302)     2     11K 
                          -- exh31_2                                             
12: EX-32       Certification per Sarbanes-Oxley Act (Section 906)     1      7K 
                          -- exh32_1                                             
13: EX-32       Certification per Sarbanes-Oxley Act (Section 906)     1      7K 
                          -- exh32_2                                             

EX-4   —   Instrument Defining the Rights of Security Holders — exh4_16
Exhibit Table of Contents

EX-4
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                                                       EXECUTION VERSION

================================================================================

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

================================================================================

EX-4
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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  Indenture  will not  adversely  affect  the  rights  of any
Securityholder.                                               

5.       All things necessary to make this Third Supplemental  Indenture a valid
         and legally binding  agreement of DII Industries and  Halliburton  have
been done.                                                    

6.       DII  Industries,  Halliburton  and  the  Trustee  agree  to  amend  the
Indenture as follows:                                         

1 

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 ARTICLE I
 ASSUMPTION OF OBLIGATIONS

         Effective as of the date hereof,  Halliburton  hereby expressly assumes
as a co-obligor the due and punctual payment of the principal of and premium, if
any, and interest on all of the Securities and the due and punctual  performance
of all of the covenants and conditions of the Indenture, as supplemented by this
Third Supplemental Indenture.  Halliburton,  in addition to DII Industries, will
be deemed to be the  "Company"  for  purposes  of the  Indenture,  with the same
effect as if Halliburton and DII Industries had each been named as the "Company"
in the Indenture, as supplemented by this Third Supplemental Indenture.         

         Nothing herein shall be construed to release DII Industries from any of
its  obligations  under the  Indenture and under the  Securities,  including its
obligation  to pay the  principal  of and  premium,  if any, and interest on the
7.60%  Debentures  due 2096 that were issued  pursuant to the  Indenture and any
other Securities issued pursuant to the Indenture.                              

ARTICLE II
 NOTICES

         Any notice or  communication  provided or permitted by the Indenture to
be made upon,  given or  furnished  to, or filed with,  Halliburton  pursuant to
Section 10.02 of the Indenture shall be addressed:                              

Halliburton Company                         
1401 McKinney, Suite 2400                   
Houston, Texas 77010                        
Attention: Chief Financial Officer          
Facsimile No.:  (713) 759-2619              

 ARTICLE III
 MISCELLANEOUS

         Section   3.01.   Ratification.   Except  as   expressly   amended  and
supplemented by this Third  Supplemental  Indenture,  the Indenture shall remain
unchanged and in full force and effect. This Third Supplemental  Indenture shall
be construed as supplemental to the Indenture and shall form a part thereof.    

         Section 3.02. Governing Law. This Third Supplemental Indenture shall be
governed by, and  construed in accordance  with,  the laws of the State of Texas
(except that, to the fullest  extent  permitted by law, no effect shall be given
to any conflict of law  principles  of the State of Texas that would require the
application of the laws of any other  jurisdiction)  and the applicable  federal
laws of the United States.                                                      

         Section 3.03.  Counterparts.  This Third Supplemental  Indenture may be
executed in any number of  counterparts,  each of which shall be deemed to be an
original and all of which taken  together shall be deemed to be one and the same
instrument.                                                                     

2 

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         Section 3.04.  Separability.  In case any one or more of the provisions
contained in this Third  Supplemental  Indenture shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or  unenforceability  shall  not  affect  any  other  provisions  of this  Third
Supplemental Indenture, but this Third Supplemental Indenture shall be construed
as if such invalid,  illegal or unenforceable provision had never been contained
herein.                                                                         

         Section 3.05.  Concerning the Trustee.  The Trustee  assumes no duties,
responsibilities  or liabilities by reason of this Third Supplemental  Indenture
other than as set forth in the Indenture.                                       

3 

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                  IN WITNESS WHEREOF, each of the parties have duly executed and
delivered  this  Third   Supplemental   Indenture  or  have  caused  this  Third
Supplemental  Indenture to be duly  executed on their  respective  behalf by the
respective  officers  thereunto  duly  authorized,  as of the day and year first
written above.                                                                  

                 DII INDUSTRIES, LLC

                    By:    /s/  M.S Bender
                                      ----------------------------------
                     Name: M.S. Bender
                                        Title:  Vice President and Treasurer

                 HALLIBURTON COMPANY

                         By:   /s/  Jerry H. Blurton
                                      ----------------------------------
                           Name:  Jerry H. Blurton
                                        Title:  Vice President and Treasurer

                             JPMORGAN CHASE BANK, as Trustee

                          By:   /s/  Frank W. McCreary
                                      ----------------------------------
                            Name:  Frank W. McCreary
                           Title:    Trust Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed on:		3/8/04
For Period End:		12/31/03							10-K/A,  11-K
		12/12/03		1		2			8-K
		10/27/03		2					4,  8-K
		8/6/96		2
		4/18/96		2
									List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/06/24  Halliburton Co.                   10-K       12/31/23   94:11M
 2/07/23  Halliburton Co.                   10-K       12/31/22   89:13M
 2/04/22  Halliburton Co.                   10-K       12/31/21   86:12M
 2/05/21  Halliburton Co.                   10-K       12/31/20   86:12M