STOCK AND ASSET PURCHASE AGREEMENT dated as of February 25, 2019 among BAKER HUGHES, A GE COMPANY, LLC, GE ENERGY SWITZERLAND GMBH, and, for the limited purpose of Section 11.15(b) and the last sentence of Section 11.06, BAKER HUGHES, A GE COMPANY and...Stock and Asset Purchase Agreement • February 28th, 2019 • BAKER HUGHES a GE Co LLC • Oil & gas field machinery & equipment
This Stock and Asset Purchase Agreement (this “Agreement”), dated as of February 25, 2019, is entered into among Baker Hughes, a GE company, LLC, a Delaware limited liability company (“BHGE LLC”), GE Energy Switzerland GmbH (the “Buyer”), a wholly owned subsidiary of General Electric Company, a New York corporation (“GE”) and, for the limited purpose of the last sentence of Section 11.06, GE, and for the limited purpose of Section 11.15(b) and the last sentence of Section 11.06, Baker Hughes, a GE company, a Delaware corporation (“BHGE Parent”) and the sole managing member of EHHC Newco, LLC, a Delaware limited liability company, the sole managing member of BHGE LLC. BHGE LLC and the Buyer (but not BHGE Parent or GE) are each referred to herein as a “Party”.
TRANSACTION AGREEMENTTransaction Agreement • February 28th, 2019 • BAKER HUGHES a GE Co LLC • Oil & gas field machinery & equipment • New York
THIS TRANSACTION AGREEMENT (this “Agreement”), dated as of February 28, 2019, is entered into among Baker Hughes, a GE company, LLC, a Delaware limited liability company (“BHGE”), General Electric Company, a New York corporation (“GE”), and GE Aero Power LLC, a Delaware limited liability company (the “Company”).
AMENDED AND RESTATED HDGT DISTRIBUTION AND SUPPLY AGREEMENT dated as of February 27, 2019 between GENERAL ELECTRIC COMPANY and BAKER HUGHES, A GE COMPANY, LLCHDGT Distribution and Supply Agreement • February 28th, 2019 • BAKER HUGHES a GE Co LLC • Oil & gas field machinery & equipment • Delaware
This Amended and Restated HDGT Distribution and Supply Agreement, dated as of February 27, 2019 (as amended, modified or supplemented from time to time in accordance with its terms, this “Agreement”), is made by and between General Electric Company, a New York corporation (“GE”), acting through its GE Gas Power business unit (“GE Power”), and legal entities operating on GE Power’s behalf (collectively, with GE Power, “Supplier”), and Baker Hughes, a GE company, LLC, a Delaware limited liability company (“BHGE LLC” or “Distributor”) on behalf of itself and its Affiliates (each a “Party”, and collectively, the “Parties”).
AMENDMENT NO. 2 TO THE MASTER AGREEMENTThe Master Agreement • February 28th, 2019 • BAKER HUGHES a GE Co LLC • Oil & gas field machinery & equipment • New York
THIS AMENDMENT NO. 2, dated as of February 22, 2019 (this “Amendment”), to the Master Agreement, dated as of November 13, 2018, as amended by Amendment No. 1, dated as of January 30, 2019 (as amended, modified or otherwise supplemented from time to time, the “Master Agreement”), is entered into by and among General Electric Company, a New York corporation (“GE”), Baker Hughes, a GE company, a Delaware corporation (“BHGE”), and Baker Hughes, a GE company, LLC, a Delaware limited liability company and an indirect subsidiary of BHGE (“BHGE LLC”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Master Agreement.
Baker Hughes, a GE company, LLCBAKER HUGHES a GE Co LLC • February 28th, 2019 • Oil & gas field machinery & equipment
Re: Inclusion of GE Additive in certain exclusivity and confidentiality provisions of that certain Supply and Technology Development Agreement (the “Agreement”), entered into as of November 13, 2018, by and among General Electric Company, a New York corporation (“GE”), acting through its GE Aviation business unit and the legal entities operating on its behalf (“GE Aviation”), Baker Hughes, a GE company, LLC, a Delaware limited liability company (“BHGE”), and General Electric Company, a New York corporation, on behalf of its GE Power business
General Electric Company Boston, MA 02210 Baker Hughes, a GE company 17021 Aldine Westfield Road Houston, Texas 77073 Attention: William D. Marsh RE: Intercompany Services Agreement Ladies and Gentlemen:BAKER HUGHES a GE Co LLC • February 28th, 2019 • Oil & gas field machinery & equipment
Reference is hereby made to that certain Amended and Restated Intercompany Services Agreement, dated as of November 13, 2018, by and between General Electric Company, a New York corporation (“GE”), and Baker Hughes, a GE company, LLC, a Delaware limited liability company (“BHGE LLC”), (the “Intercompany Services Agreement”) and to that certain Amendment No. 1 to the Master Agreement, dated as of January 30, 2019, by and among GE, Baker Hughes, a GE company, a Delaware corporation, and BHGE LLC. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Intercompany Services Agreement.
