exv10w1



 





Exhibit 10.1




Execution Version








 

 










SECOND AMENDMENT TO




CREDIT AGREEMENT




dated as of




May 31, 2007




among




BAKER HUGHES INCORPORATED,

as Borrower,




JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,




and




The Lenders Party Hereto




 






BANK OF AMERICA, N.A.

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

BARCLAYS BANK PLC AND

CITIBANK, N.A.,

as Co-Syndication Agents,




ABN AMRO BANK N.V.,

as Documentation Agent




 






J.P. MORGAN SECURITIES INC.

as Sole Lead Arranger and Sole Book Manager




 

 






 









 












SECOND AMENDMENT TO CREDIT AGREEMENT




     THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) dated as of May
31, 2007, is among BAKER HUGHES INCORPORATED, a Delaware corporation, as the Borrower;
JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the Lenders party hereto.



RECITALS




     A. The Borrower, the Administrative Agent and the Lenders are parties to that certain Credit
Agreement dated as of July 7, 2005 (as amended by that certain First Amendment to Credit Agreement
dated June 7, 2006, the “Credit Agreement”), pursuant to which the Lenders have agreed to
make certain loans to and extensions of credit for the account of the Borrower.



     B. The Borrower has requested and the Lenders have agreed to extend the Maturity Date of the
Credit Agreement.



     C. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:



     Section 1. Defined Terms. Each capitalized term used herein but not otherwise defined
herein has the meaning given such term in the Credit Agreement. Unless otherwise indicated, all
article and section references in this Second Amendment refer to articles and sections of the
Credit Agreement.



     Section 2.
Amendments to Credit Agreement.



     2.1 Amendments to Section 1.01 — Definitions



          (a) The definition of “Credit Agreement” is hereby amended in its entirety to read as
follows:





     “Credit Agreement” means this Credit Agreement, as amended by the First
Amendment and the Second Amendment, as the same may from time to time be amended,
modified, restated, or replaced from time to time.



          (b) The definition of “Maturity Date” is hereby amended in its entirety to read as
follows:





     “Maturity Date” means July 7, 2012, and for any Lender agreeing to extend its
Maturity Date under Section 2.10, the date on July 7, in each year thereafter pursuant to
which the Maturity Date has been extended but in no event later than July 7, 2013.



          (c) The definition of “Second Amendment” is hereby added to Section 1.01 in proper
alphabetic order which definition shall read as follows:




 









 









     “Second Amendment” means the Second Amendment to Credit Agreement dated as of
May 31, 2007 among the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and the
Lenders party thereto.



     Section 3. Conditions Precedent. This Second Amendment shall not become effective
until the date (the “Effective Date”) on which the Borrower shall deliver to the
Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in
sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying
and attaching the resolutions adopted by the Borrower approving or consenting to this Second
Amendment and (ii) certifying that, (A) before and after giving effect to such extension, the
representations and warranties contained in Article VI of the Credit Agreement made by it (other
than those made in Section 6.08) are true and correct on and as of the Extension Confirmation Date,
except to the extent that such representations and warranties specifically refer to an earlier
date, (B) before and after giving effect to such extension no Default exists or will exist as of
the Extension Confirmation Date, and (C) no Material Adverse Effect (except as may have arisen in
connection with the matters covered in Section 6.08) has occurred since the date of the most
recently filed Form 10-K or 10-Q through the Extension Confirmation Date.



     Section 4. Miscellaneous.



     4.1 Confirmation. The provisions of the Credit Agreement, as amended by this Second
Amendment, shall remain in full force and effect following the effectiveness of this Second
Amendment.



     4.2 Ratification and Affirmation; Representations and Warranties. The Borrower hereby
(a) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued
obligations under, each Loan Document to which it is a party and agrees that each Loan Document to
which it is a party remains in full force and effect, except as expressly amended hereby,
notwithstanding the amendments contained herein and (b) represents and warrants to the Lenders that
as of the date hereof, after giving effect to the terms of this Second Amendment: (i) before and
after giving effect to this Second Amendment, the representations and warranties contained in
Article VI of the Credit Agreement made by it (other than those made in Section 6.08) are true and
correct on and as of the Extension Confirmation Date, except to the extent that such
representations and warranties specifically refer to an earlier date, (ii) before and after giving
effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and
(C) no Material Adverse Effect (except as may have arisen in connection with the matters covered in
Section 6.08) has occurred since the date of the most recently filed Form 10-K or 10-Q through the
Extension Confirmation Date. 



     4.3 Loan Document. This Second Amendment is a “Credit Document” as defined and
described in the Credit Agreement and all of the terms and provisions of the Credit Agreement
relating to Credit Documents shall apply hereto.



     4.4 Counterparts. This Second Amendment may be executed by one or more of the parties
hereto in any number of separate counterparts, and all of such counterparts taken together shall be
deemed to constitute one and the same instrument. Delivery of this Second Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart hereof.



2









 





     4.5 NO ORAL AGREEMENT. THIS SECOND AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER
CREDIT DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT AMONG
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.



     4.6 GOVERNING LAW. THIS SECOND AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY
AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.



[SIGNATURES BEGIN NEXT PAGE]




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     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly
executed as of the date first written above.



	 	 	 	 	 
	 	BAKER HUGHES INCORPORATED

 	 
	 	By:  	/s/ Andrew L. Puhala
 	 
	 	 	Name:  	Andrew L. Puhala 	 
	 	 	Title:  	Assistant Treasurer 	 



Signature Page to Second Amendment to Baker Hughes Incorporated Credit Agreement




 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

 	 
	 	By:  	/s/ Kevin J. Utsey
 	 
	 	 	Name:  	Kevin J. Utsey 	 
	 	 	Title:  	Vice President 	 



Signature Page to Second Amendment to Baker Hughes Incorporated Credit Agreement




 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as Lender

 	 
	 	By:  	/s/ Kevin J. Utsey
 	 
	 	 	Name:  	Kevin J. Utsey 	 
	 	 	Title:  	Vice President 	 



Signature Page to Second Amendment to Baker Hughes Incorporated Credit Agreement




 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as Lender 

 	 
	 	By:  	/s/ Shelley A. McGregor
 	 
	 	 	Name:  	Shelley A. McGregor 	 
	 	 	Title:  	Senior Vice President 	 



Signature Page to Second Amendment to Baker Hughes Incorporated Credit Agreement




 









 








	 	 	 	 	 
	 	BARCLAYS BANK PLC, as Lender 

 	 
	 	By:  	/s/ Nicholas Bell
 	 
	 	 	Name: 	Nicholas Bell 
	 	 	Title: 	Director 	 



Signature Page to Second Amendment to Baker Hughes Incorporated Credit Agreement




 









 








	 	 	 	 	 
	 	CITIBANK, N.A., as Lender 

 	 
	 	By:  	/s/ Shirley E. Burrow
 	 
	 	 	Name:  	Shirley E. Burrow 	 
	 	 	Title:  	Attorney-i-Fact 	 



Signature Page to Second Amendment to Baker Hughes Incorporated Credit Agreement




 









 








	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., 

as Lender

 	 
	 	By:  	/s/ Kelton Glasscock
 	 
	 	 	Name:  	Kelton Glasscock 	 
	 	 	Title:  	Vice President & Manager 	 



Signature Page to Second Amendment to Baker Hughes Incorporated Credit Agreement




 









 








	 	 	 	 	 
	 	ABN AMRO BANK N.V., as Lender 

 	 
	 	By:  	/s/ James L. Moyes
 	 
	 	 	Name:  	James L. Moyes 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                                     /s/ Lizabeth Lary
 	 
	 	 	Name:  	Lizabeth Lary 	 
	 	 	Title:  	Vice President 	 



Signature Page to Second Amendment to Baker Hughes Incorporated Credit Agreement





 









 








	 	 	 	 	 
	 	THE BANK OF NEW YORK, as Lender 

 	 
	 	By:  	/s/ John-Paul Marotta
 	 
	 	 	Name:  	John-Paul Marotta 	 
	 	 	Title:  	Managing Director 	 



Signature Page to Second Amendment to Baker Hughes Incorporated Credit Agreement




 









 








	 	 	 	 	 
	 	UBS LOAN FINANCE LLC, as Lender 

 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 
	 	 	 
	 	By:  	                                                     /s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title  	Associate Director 	 



Signature Page to Second Amendment to Baker Hughes Incorporated Credit Agreement




 









 








	 	 	 	 	 
	 	AUSTRALIA AND NEW ZEALAND BANKING
GROUP LIMITED, as Lender

 	 
	 	By:  	/s/ John W. Wade
 	 
	 	 	Name:  	John W. Wade 	 
	 	 	Title:  	Director 	 



Signature Page to Second Amendment to Baker Hughes Incorporated Credit Agreement




 









 








	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as 

Lender

 	 
	 	By:  	/s/ Sarah Wu
 	 
	 	 	Name:  	Sarah Wu 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                                                     /s/ Bernhard Schmid
 	 
	 	 	Name:  	Bernhard Schmid 	 
	 	 	Title:  	Assistant Vice President 	 



Signature Page to Second Amendment to Baker Hughes Incorporated Credit Agreement




 









 








	 	 	 	 	 
	 	FOKUS BANK ASA, as Lender 

 	 
	 	By:  	/s/ Toril Nag
 	 
	 	 	Name:  	Toril Nag 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	/s/ Svein Terje Hoiland
 	 
	 	 	Name:  	Svein Terje Hoiland 	 
	 	 	Title:  	General Manager 	 



Signature Page to Second Amendment to Baker Hughes Incorporated Credit Agreement




 









 








	 	 	 	 	 
	 	MORGAN STANLEY BANK, as Lender 

 	 
	 	By:  	/s/ Daniel Twenge
 	 
	 	 	Name:  	Daniel Twenge 	 
	 	 	Title:  	Authorized Signatory

Morgan Stanley Bank 	 



Signature Page to Second Amendment to Baker Hughes Incorporated Credit Agreement




 









 








	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY, as Lender 

 	 
	 	By:  	/s/ Reid A. Acord
 	 
	 	 	Name:  	Reid A. Acord 	 
	 	 	Title:  	Second Vice President 	 



Signature Page to Second Amendment to Baker Hughes Incorporated Credit Agreement




 









 








	 	 	 	 	 
	 	WILLIAM STREET COMMITMENT
CORPORATION, as Lender



(Recourse only to William Street Commitment

Corporation)

 	 
	 	By:  	/s/ Mark Walton
 	 
	 	 	Name:  	Mark Walton 	 
	 	 	Title:  	Assistant Vice President 	 



Signature Page to Second Amendment to Baker Hughes Incorporated Credit Agreement




 









 








	 	 	 	 	 
	 	BANCA NAZIONALE DEL LAVORO S.P.A. — NEW 

YORK BRANCH, as Lender

 	 
	 	By:  	/s/ Donna La Spina
 	 
	 	 	Name:  	Donna La Spina 	 
	 	 	Title:  	Relationship Manager 	 
	 
	 	 	 
	 	By:  	                                                     /s/ Tullio Lanari
 	 
	 	 	Name:  	Tullio Lanari 	 
	 	 	Title:  	General Manager 	 



Signature Page to Second Amendment to Baker Hughes Incorporated Credit Agreement