FIRST SUPPLEMENTAL INDENTURE, dated as of July 24, 2001 (this "First ----- Supplemental Indenture"), among BJ Services Company, a Delaware corporation (the ---------------------- "Company"); BJ Services Company, U.S.A., a Delaware corporation...Supplemental Indenture • November 14th, 2001 • Bj Services Co • Oil & gas field services, nec • New York
W I T N E S S E T H:Credit Agreement • December 21st, 1995 • Bj Services Co • Oil & gas field services, nec • New York
1.2 BJ Services hereby appoints The Bank of New York as Rights Agent under the Rights Agreement, and The Bank of New York hereby accepts such appointment, all in accordance with the terms and subject to the conditions of the Rights Agreement, and...Rights Agreement • December 23rd, 1997 • Bj Services Co • Oil & gas field services, nec • Delaware
BJ SERVICES COMPANYPromissory Note • December 18th, 2001 • Bj Services Co • Oil & gas field services, nec
FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay to the order of _____________________________ (the "Lender"), on the Maturity Date (as defined in the Credit Agreement referred to below) the principal amount of _____________Dollars ($____________), or such lesser principal amount of Loans (as defined in such Credit Agreement) due and payable by the Borrower to the Lender on the Maturity Date under that certain 364-Day Credit Agreement, dated as of June ____, 2001 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement"; the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, Royal Bank of Canada and The Bank of New York, as Co-Syndication Agents, The Royal Bank of Scotland plc and Bank One, N.A., as Co-Documentation Agents, and Bank of America, N.A., as Administrative Agent.
ARTICLE I AMENDMENTSAgreement and Plan of Merger • December 21st, 1995 • Bj Services Co • Oil & gas field services, nec • New York
1 EXHIBIT 10.10 BJ SERVICES COMPANY BJ SERVICES COMPANY, USA BJ SERVICE INTERNATIONAL, INC. BJ SERVICES COMPANY MIDDLE EAST SECOND AMENDMENT TO NOTE AGREEMENT Re: Note Agreement Dated as of August 1,1991Note Agreement • December 21st, 1995 • Bj Services Co • Oil & gas field services, nec • Connecticut
amongCredit Agreement • December 18th, 2001 • Bj Services Co • Oil & gas field services, nec • New York
ARTICLE I APPOINTMENTWarrant Agreement • December 23rd, 1997 • Bj Services Co • Oil & gas field services, nec • New York
Exhibit 4.1 SECOND AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT (this "Amendment"), dated as of September 26, 2002, is between BJ Services Company, a Delaware corporation (the...Rights Agreement • October 15th, 2002 • Bj Services Co • Oil & gas field services, nec • Delaware
2- 3 IN WITNESS WHEREOF, the Borrower has executed and delivered this Revolving Note on the date first above written.Revolving Note • December 23rd, 1996 • Bj Services Co • Oil & gas field services, nec
EXECUTION VERSION October 25, 1999 BJ Services Company 5500 Northwest Central Drive Houston, Texas 77092 Attn: Vice President Treasurer Re: PURCHASE AGREEMENT Ladies and Gentlemen: Section 1. DEFINITIONS. As used in this Purchase Agreement, the...Purchase Agreement • December 20th, 1999 • Bj Services Co • Oil & gas field services, nec • New York
ARTICLE I THE MERGERMerger Agreement • December 21st, 1995 • Bj Services Co • Oil & gas field services, nec • Delaware
BJ SERVICES COMPANY (a Delaware corporation) Floating Rate Senior Notes Senior Notes PURCHASE AGREEMENTPurchase Agreement • June 7th, 2006 • Bj Services Co • Oil & gas field services, nec • New York
EXHIBIT 10.18 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") dated as of November 14, 1997, is made and entered into among BJ SERVICES COMPANY, a Delaware...Credit Agreement • December 23rd, 1997 • Bj Services Co • Oil & gas field services, nec • New York
EXHIBIT 4.2 BANC OF AMERICA SECURITIES LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED $449,000,000 AGGREGATE PRINCIPAL AMOUNT BJ SERVICES COMPANY CONVERTIBLE SENIOR NOTESResale Registration Rights Agreement • September 19th, 2002 • Bj Services Co • Oil & gas field services, nec • New York
Amended and Restated Rights Agreement BJ Services CompanyRights Agreement • November 6th, 1996 • Bj Services Co • Oil & gas field services, nec • Delaware
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 15th, 2004 • Bj Services Co • Oil & gas field services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (the "Agreement") is effective as of _____________________, 2004, by and among BJ Services Company, a Delaware corporation (the "Company"), and ___________________________ (the "Indemnitee").
2- 3 extension, amendment, modification of, or addition, consent, supplement to, or consent to departure from, or any other action or inaction under or in respect of, the Credit Agreement or any other Loan Document or any document, instrument or...Guaranty Agreement • December 23rd, 1996 • Bj Services Co • Oil & gas field services, nec • New York
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BJ SERVICES EQUIPMENT II, L.P. (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, this "Partnership Agreement"), is dated December 15,...Limited Partnership Agreement • December 23rd, 1999 • Bj Services Co • Oil & gas field services, nec • Delaware
EXHIBIT 4.3 BANC OF AMERICA SECURITIES LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED $449,000,000 AGGREGATE PRINCIPAL AMOUNT BJ SERVICES COMPANY CONVERTIBLE SENIOR NOTESPurchase Agreement • September 19th, 2002 • Bj Services Co • Oil & gas field services, nec • New York
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") dated as of October 30, 1998, is made and entered into among BJ SERVICES COMPANY, a Delaware corporation (the...Credit Agreement • December 21st, 1998 • Bj Services Co • Oil & gas field services, nec • New York
364-DAY CREDIT AGREEMENT364-Day Credit Agreement • December 18th, 2001 • Bj Services Co • Oil & gas field services, nec • New York
CREDIT AGREEMENT Dated as of June 11, 2004 among BJ SERVICES COMPANY, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, The Bank of New York and Citibank, N.A., as Co-Syndication Agents, The Royal Bank...Credit Agreement • January 26th, 2005 • Bj Services Co • Oil & gas field services, nec • New York
This CREDIT AGREEMENT is entered into as of June 11, 2004, among BJ SERVICES COMPANY, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), The Bank of New York and Citibank, N.A., as Co-Syndication Agents, The Royal Bank of Scotland plc and Bank One, NA, as Co-Documentation Agents, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
BJ SERVICES COMPANY (a Delaware corporation) Senior Notes PURCHASE AGREEMENTSenior Notes Purchase Agreement • May 19th, 2008 • Bj Services Co • Oil & gas field services, nec • New York
WITNESSETH:Executive Severance Agreement • May 12th, 2000 • Bj Services Co • Oil & gas field services, nec • Texas
2 - 3 all rights and powers of Nonaffiliated Partner Trustee to the exclusion of General Partner and any other Partner following a BJ Event of Default to amend, modify or waive such agreements and to exercise the other rights contained in Section 7 of...Indenture Supplement • December 23rd, 1997 • Bj Services Co • Oil & gas field services, nec • New York
AGREEMENT AND PLAN OF MERGER dated as of August 30, 2009 among BAKER HUGHES INCORPORATED BSA ACQUISITION LLC and BJ SERVICES COMPANYMerger Agreement • September 2nd, 2009 • Bj Services Co • Oil & gas field services, nec • Delaware
This Agreement and Plan of Merger (this “Agreement”), is made and entered into as of August 30, 2009, among Baker Hughes Incorporated, a Delaware corporation (“Parent”), BSA Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), and BJ Services Company, a Delaware corporation (the “Company”).
BJ SERVICES COMPANY TERMS AND CONDITIONS STOCK OPTION FOR OFFICERSStock Option Agreement • November 26th, 2008 • Bj Services Co • Oil & gas field services, nec
The terms and conditions set forth below are hereby incorporated by reference into the attached award agreement (“Agreement”) by and between BJ Services Company (the “Company”) and the employee named therein (the “Employee”). Terms defined in the 2003 Incentive Plan (the “Plan”) are used herein with the same meaning.
WITNESSETH:Executive Severance Agreement • December 20th, 1999 • Bj Services Co • Oil & gas field services, nec • Texas
FORM OF LETTER AGREEMENT REGARDING OPTIONS GRANTED TO EXECUTIVE OFFICERS DURING FISCAL 1999Incentive Stock Option Agreement • January 26th, 2005 • Bj Services Co • Oil & gas field services, nec
BJ SERVICES COMPANY AMENDED TERMS AND CONDITIONS - DIRECTOR OPTIONDirector Option Agreement • December 13th, 2006 • Bj Services Co • Oil & gas field services, nec
The terms and conditions set forth below are hereby incorporated by reference into the attached award agreement (“Agreement”) by and between BJ Services Company (the “Company”) and the director named therein (the “Director”). Terms defined in the 2000 Incentive Plan (the “Plan”) are used herein with the same meaning.
FORM OF LETTER AGREEMENT REGARDING OPTIONS GRANTED TO NON-EMPLOYEE DIRECTORS DURING FISCAL 2001 AND 2003Non-Qualified Stock Option Agreement • January 26th, 2005 • Bj Services Co • Oil & gas field services, nec
This option is granted under and is governed by the terms and conditions of the Company’s 1997 Incentive Plan, including the Terms and Conditions attached hereto and incorporated herein by reference.
SECOND SUPPLEMENTAL INDENTURE Dated as of June 8, 2006 to Indenture dated as of June 8, 2006Second Supplemental Indenture • June 12th, 2006 • Bj Services Co • Oil & gas field services, nec • New York
THIS SECOND SUPPLEMENTAL INDENTURE dated as of June 8, 2006, is among BJ Services Company, a Delaware corporation (the “Company”) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”). Each capitalized term used but not defined in this Second Supplemental Indenture shall have the meaning assigned to such term in the Original Indenture (as defined below).
BJ SERVICES COMPANY TERMS AND CONDITIONS STOCK OPTION FOR DIRECTORSStock Option Agreement • November 26th, 2008 • Bj Services Co • Oil & gas field services, nec
The terms and conditions set forth below are hereby incorporated by reference into the attached award agreement (“Agreement”) by and between BJ Services Company (the “Company”) and the director named therein (the “Director”). Terms defined in the 2003 Incentive Plan (the “Plan”) are used herein with the same meaning.
FORM OF LETTER AGREEMENT REGARDING SHARES OF PHANTOM STOCK [Date]Phantom Stock Agreement • November 23rd, 2004 • Bj Services Co • Oil & gas field services, nec
Grant. I am pleased to inform you that the Compensation Committee (the "Committee") of the Board of Directors of BJ Services Company (the "Company") has granted to you [____________] shares of Phantom Stock pursuant to the BJ Services Company 2003 Incentive Plan (the "Plan"). The terms defined in the Plan are used in this Agreement with the same meaning.
