SUPPLY AGREEMENT dated as of July 3, 2017 between BAKER HUGHES, A GE COMPANY, LLC and GENERAL ELECTRIC COMPANYSupply Agreement • July 3rd, 2017 • Baker Hughes a GE Co • Oil & gas field machinery & equipment • New York
This Supply Agreement, dated as of July 3, 2017 (as amended, modified or supplemented from time to time in accordance with its terms, this “Supply Agreement”), is made by and between Baker Hughes, a GE company, LLC, a Delaware limited liability company (“BHGELLC” or “Seller”), on behalf of itself and the legal entities operating on its behalf, and General Electric Company, a New York corporation (“GE” or “Buyer”), on behalf of itself and the legal entities operating on its behalf (each a “Party”, and collectively, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 3rd, 2017 • Baker Hughes a GE Co • Oil & gas field machinery & equipment • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 3, 2017, is entered into between General Electric Company, a New York corporation (“GE”), and Baker Hughes, a GE company, a Delaware corporation (formerly known as Bear Newco, Inc.) (“Newco” or the “Company”). Certain terms used in this Agreement are defined in Section 1.1.
GE DIGITAL MASTER PRODUCTS AND SERVICES AGREEMENT dated as of July 3, 2017 between GE DIGITAL LLC and BAKER HUGHES, A GE COMPANY, LLCGe Digital Master Products and Services Agreement • July 3rd, 2017 • Baker Hughes a GE Co • Oil & gas field machinery & equipment
This GE Digital Master Products and Services Agreement (“Agreement”) is entered into by and between GE Digital LLC, having its place of business at 2623 Camino Ramon, San Ramon, CA 94583 (“GE Digital”) and Baker Hughes, a GE company, LLC, a Delaware limited liability company (“Baker Hughes”), on this July 3, 2017 (the “Effective Date”).
INTERCOMPANY SERVICES AGREEMENT dated as of July 3, 2017 between GENERAL ELECTRIC COMPANY and BAKER HUGHES, A GE COMPANY, LLCIntercompany Services Agreement • July 3rd, 2017 • Baker Hughes a GE Co • Oil & gas field machinery & equipment
This Intercompany Services Agreement, dated as of July 3, 2017 (as amended, modified or supplemented from time to time in accordance with its terms, this “Agreement”), is made between General Electric Company, a New York corporation (“GE”), and Baker Hughes, a GE company, LLC, a Delaware limited liability company (“Baker Hughes”).
General Electric Company Boston, MA 02210 RE: Non-Competition Agreement Ladies and Gentlemen:Baker Hughes a GE Co • July 3rd, 2017 • Oil & gas field machinery & equipment
This agreement (this “Agreement”) is entered into as of July 3, 2017, by and between GENERAL ELECTRIC COMPANY, a New York corporation (“GE”), and BAKER HUGHES, A GE COMPANY, a Delaware corporation (“Newco” and, together with GE, the “Parties”).
ContractTrademark License Agreement • July 3rd, 2017 • Baker Hughes a GE Co • Oil & gas field machinery & equipment • New York
THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated as of July 3, 2017, is made and entered into by and between General Electric Company, a New York corporation (“GE” or “Licensor”), and Baker Hughes, a GE company, LLC, a Delaware limited liability company (“Licensee”).
STOCKHOLDERS AGREEMENT dated as of July 3, 2017 between BAKER HUGHES, A GE COMPANY and GENERAL ELECTRIC COMPANYStockholders Agreement • July 3rd, 2017 • Baker Hughes a GE Co • Oil & gas field machinery & equipment • Delaware
WHEREAS, pursuant to that certain Transaction Agreement and Plan of Merger, dated as of October 30, 2016, among GE, Baker Hughes Incorporated, a Delaware corporation (“BHI”), the Company, and Bear MergerSub, Inc., a Delaware corporation (“Merger Sub”), as amended by the Amendment to the Transaction Agreement and Plan of Merger, dated as of March 27, 2017, among GE, BHI, the Company, Merger Sub, BHI Newco, Inc., a Delaware corporation, and Bear MergerSub 2, Inc., a Delaware corporation (as may be further amended from time to time, the “Transaction Agreement”), GE and BHI have agreed to combine GE O&G (as defined in the Transaction Agreement) with BHI and have effected or agreed to effect the Transactions (as defined herein);
EXCHANGE AGREEMENT dated as of July 3, 2017 between GENERAL ELECTRIC COMPANY, BAKER HUGHES, A GE COMPANY, and BAKER HUGHES, A GE COMPANY, LLCJoinder Agreement • July 3rd, 2017 • Baker Hughes a GE Co • Oil & gas field machinery & equipment • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of July 3, 2017, by and among Baker Hughes, a GE company, LLC, a Delaware limited liability company (the “Company”), Baker Hughes, a GE company, a Delaware corporation (formerly known as Bear Newco, Inc.) (“Newco”), and General Electric Company, a New York corporation (“GE”).
ContractIntellectual Property Cross License Agreement • July 3rd, 2017 • Baker Hughes a GE Co • Oil & gas field machinery & equipment • New York
THIS INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT (this “Agreement”), dated as of July 3, 2017, is made and entered into by and between General Electric Company, a New York corporation, on behalf of its Affiliates and divisions (“GE”), and Baker Hughes, a GE company, LLC, a Delaware limited liability company (“Company”), on behalf of itself and its Affiliates.
BAKER HUGHES, A GE COMPANY, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of July 3, 2017Limited Liability Company Agreement • July 3rd, 2017 • Baker Hughes a GE Co • Oil & gas field machinery & equipment • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of July 3, 2017, is entered into by and among Baker Hughes, a GE company, LLC, a Delaware limited liability company (the “Company”), its Members (as defined herein) and each other Person who at any time after the date hereof becomes a Member in accordance with the terms of this Agreement and the DLLCA (as defined herein).
TAX MATTERS AGREEMENT dated as of July 3, 2017 between GENERAL ELECTRIC COMPANY, BAKER HUGHES, A GE COMPANY, EHHC NEWCO, LLC, and BAKER HUGHES, A GE COMPANY, LLCTax Matters Agreement • July 3rd, 2017 • Baker Hughes a GE Co • Oil & gas field machinery & equipment • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”), dated as of July 3, 2017, is entered into by and among General Electric Company, a New York corporation (“GE”), Baker Hughes, a GE company, a Delaware corporation (formerly known as Bear Newco, Inc.) (“Newco”), EHHC NewCo LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco (“EHHC”), and Baker Hughes, a GE company, LLC, a Delaware limited liability company (“Newco LLC”).
BAKER HUGHES INCORPORATED FIRST SUPPLEMENTAL INDENTURE Dated as of July 3, 2017 to the INDENTURE by and among BAKER HUGHES, A GE COMPANY, LLC (formerly BAKER HUGHES INCORPORATED) BAKER HUGHES CO-OBLIGOR, INC. as New Obligors and THE BANK OF NEW YORK...First Supplemental Indenture • July 3rd, 2017 • Baker Hughes a GE Co • Oil & gas field machinery & equipment • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of July 3, 2017, to the indenture dated as of May 15, 1991 (the “Original Indenture”) between Baker Hughes Incorporated, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company N.A., as successor trustee to Morgan Guaranty Trust Company of New York (the “Trustee”).
CREDIT AGREEMENT dated as of July 3, 2017 Among BAKER HUGHES, A GE COMPANY, LLC, as the Borrower, The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent $3,000,000,000 REVOLVING CREDIT FACILITY JPMorgan Chase Bank, N.A.,...Credit Agreement • July 3rd, 2017 • Baker Hughes a GE Co • Oil & gas field machinery & equipment • New York
CREDIT AGREEMENT (this “Agreement”), dated as of July 3, 2017, among BAKER HUGHES, A GE COMPANY, LLC (the “Borrower”), the Lenders (as defined below) party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (as defined below).
General Electric Company Boston, MA 02210 RE: Channel Agreement Ladies and Gentlemen:Baker Hughes a GE Co • July 3rd, 2017 • Oil & gas field machinery & equipment
This agreement (this “Agreement”) is entered into as of July 3, 2017, by and between GENERAL ELECTRIC COMPANY, a New York corporation (“GE”), and BAKER HUGHES, A GE COMPANY, a Delaware corporation (“Newco” and, together with GE, the “Channel Partners”).
Form for Senior Executives] Baker Hughes, a GE company Stock Option Award Agreement For [•] (“Participant”)Baker Hughes a GE Co • July 3rd, 2017 • Oil & gas field machinery & equipment
Baker Hughes, a GE company Restricted Stock Unit Award Agreement For [•] (“Participant”)Ge Company Restricted Stock Unit Award Agreement • July 3rd, 2017 • Baker Hughes a GE Co • Oil & gas field machinery & equipment
Form for Senior Executives] Baker Hughes, a GE company Restricted Stock Unit Award Agreement For [•] (“Participant”)Baker Hughes a GE Co • July 3rd, 2017 • Oil & gas field machinery & equipment
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 3rd, 2017 • Baker Hughes a GE Co • Oil & gas field machinery & equipment • Delaware
INDEMNIFICATION AGREEMENT, effective on the day of (this “Agreement”), by and between BAKER HUGHES, A GE COMPANY, a Delaware corporation (the “Company”), and [EMPLOYEE NAME], an individual resident of [ ] (the “Indemnitee”).
Form for Directors] Baker Hughes, a GE company Restricted Stock Unit Award Agreement For [•] (“Participant”)Baker Hughes a GE Co • July 3rd, 2017 • Oil & gas field machinery & equipment
Baker Hughes, a GE company Stock Option Award Agreement For [•] (“Participant”)Ge Company Stock Option Award Agreement • July 3rd, 2017 • Baker Hughes a GE Co • Oil & gas field machinery & equipment
BAKER HUGHES INCORPORATED SECOND SUPPLEMENTAL INDENTURE Dated as of July 3, 2017 by and among BAKER HUGHES, A GE COMPANY, LLC (formerly BAKER HUGHES INCORPORATED) BAKER HUGHES CO-OBLIGOR, INC. as New Obligors and THE BANK OF NEW YORK MELLON TRUST...Second Supplemental Indenture • July 3rd, 2017 • Baker Hughes a GE Co • Oil & gas field machinery & equipment • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of July 3, 2017, by and among the New Obligors (as defined below) and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”). All capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Original Indenture (as defined below).
