Intercompany Note, Dated As of December 1, 2005 Payable BY KBR Holdings LLC

Exhibit 10.10


THE REPAYMENT OF THIS NOTE IS SUBJECT TO THE

TERMS OF THE SUBORDINATION AGREEMENT

(AS DEFINED BELOW)

INTERCOMPANY NOTE

$489,000,000 December 1, 2005


The undersigned, for value received, promises to pay on or before December 31, 2010 to the order of Halliburton Energy Services, Inc. a Delaware corporation (the " Lender" ) at the principal office of the Lender in Houston, Texas, or at such other place designated by the Lender or its assignee, the unpaid principal amount of this Intercompany Note together with accrued interest on such amounts from time to time outstanding hereunder at the rate provided below.

This is one of the " Intercompany Notes" as defined in the Five Year Revolving Credit Agreement dated as of December 16, 2005 (as amended from time to time, the " Credit Agreement" ) among the undersigned, the Issuing Banks, the Banks and the Agents (as such terms are defined therein), and is in amendment and restatement of the $774 million Intercompany Note from the undersigned in favor of the Lender dated as of December 1, 2005. Capitalized terms used herein and not otherwise defined herein shall have the meaning set forth in the Credit Agreement.


At no time shall the outstanding principal balance hereunder exceed $489,000,000.


Amounts repaid hereunder may not be reborrowed.


The unpaid principal amount hereof from time to time outstanding shall bear interest from the date hereof at 7.5% per annum: Accrued interest shall be payable on June 30 and December 31 of each year, commencing June 30, 2006. Interest shall be computed for the actual number of days elapsed on the basis of a year consisting of 360 days.


Subject to the terms of the Subordination Agreement (as hereinafter defined), principal payments may be made by the undersigned at any time and from time to time upon at least two (2) Business Days' notice to the Lender or such shorter period as agreed by the Lender.


Subject to the terms of the Subordination Agreement (as hereinafter defined), if any Event of Default under (i) Section 6.01(e) of the Credit Agreement in respect of the undersigned or (ii) Section 6.01 of the Credit Agreement shall occur, then all amounts outstanding hereunder, together with all accrued and unpaid interest thereon, shall be immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or any other notice of any kind, all of which are hereby waived.


Payments of both principal and interest are to be made in lawful money of the United ...