Halliburton Co – ‘8-B12B’ on 12/12/96 – EX-4.1

As of:  Thursday, 12/12/96   ·   Accession #:  898430-96-5722   ·   File #:  1-03492

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Registration of Securities of a Successor Issuer   —   Form 8-B
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-B12B      Form 8-B                                               9     45K 
 2: EX-1.1      Agreement and Plan of Reorganization                  15     61K 
 3: EX-3.1      Certificate of Incorporation                          20     56K 
 4: EX-3.2      By-Laws                                               19     48K 
 5: EX-4.1      First Supplement Indenture to Senior Indenture         4     20K 
 6: EX-4.2      1st and 2nd Supplemental Indenture to 2nd Snr Indn    24     99K 
 7: EX-4.3      First Supplemental Indenture to Subordinated Indnt     4     18K 
 8: EX-4.4      Rights Agreement                                      49    211K 
 9: EX-8.1      Vinson & Elkins Opinion                               16     70K 
10: EX-21       Subsidiaries                                           7     32K 

EX-4.1   —   First Supplement Indenture to Senior Indenture
Exhibit Table of Contents

EX-4.1
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                                                                     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)                                                        

EX-4.1
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  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:                                           

EX-4.1
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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.           

EX-4.1
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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/ Lester L. Coleman
Attest:                             Name:  Lester L. Coleman                    
                       Title: Executive Vice President

By  /s/ Susan S. Keith                                                          
Name:  Susan S. Keith                                                           
Title: Vice President and                                                       
Secretary                                                       

            HALLIBURTON HOLD CO.

                 By  /s/ Robert M. Kennedy
Attest:                             Name:  Robert M. Kennedy                    
             Title: Vice President

By  /s/ Susan S. Keith                                                          
Name:  Susan S. Keith                                                           
Title: Secretary                                                                

           TEXAS COMMERCE BANK
                      NATIONAL ASSOCIATION

                By  /s/ Terry L. Stewart
               Name:  Terry L. Stewart
                       Title: Assistant Vice President

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-B12B’ Filing		Date		First		Last			Other Filings
		2/15/21		3
Filed on:		12/12/96		1		2			8-K
		12/11/96		2					8-K
									List all Filings

5 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.                   S-3ASR      2/07/23    6:509K                                   Broadridge Fin’l So… Inc
 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