8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 21, 2011

Baker Hughes Incorporated

(Exact name of registrant as specified in charter)

Delaware
(State of Incorporation) 1-9397
(Commission File No.) 76-0207995
(I.R.S. Employer Identification No.)

2929 Allen Parkway, Houston, Texas
(Address of Principal Executive Offices) 77019
(Zip Code)

Registrant’s telephone number, including area code: (713) 439-8600

(former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-4.4

Item 1.01 Entry into a Material Definitive Agreement.

     Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of June 20, 2011, with an effective date of June 27, 2011, by and among BJ Services Company LLC (“Company”), a Delaware limited liability company and a wholly owned subsidiary of Baker Hughes Incorporated and Western Atlas Inc. (“Successor Company”), a Delaware corporation and a wholly owned subsidiary of Baker Hughes Incorporated, the Company will merge with and into Successor Company (the “Merger”), and the separate existence of the Company will cease.

     On June 21, 2011, the Company and the Successor Company executed and delivered to Wells Fargo Bank, National Association, as trustee (“Trustee”), the Fifth Supplemental Indenture (the “Fifth Supplemental Indenture”) to the Indenture, dated June 8, 2006 (the “Indenture”), among BJ Services Company and the Trustee. Pursuant to the Fifth Supplemental Indenture, the Successor Company, upon consummation of the Merger, will assume all of the obligations of the Company with respect to the Indenture and the 6.00% Senior Notes due 2018 (the “2018 Notes”) issued by BJ Services Company pursuant to the Third Supplemental Indenture to the Indenture (the “Third Supplemental Indenture”), dated as of May 19, 2008, among BJ Services Company and the Trustee. As of June 21, 2011, there were $250 million in aggregate principal amount of the 2018 Notes outstanding.

     The description of the 2018 Notes is qualified in its entirety by reference to the full text of the Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture attached hereto as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively.

Item 2.03 Creation of a Direct Financial Obligation.

     The information set forth under Item 1.01 above is hereby incorporated into this Item 2.03 by reference.

Forward-Looking Statements

     Except for the historical information set forth in this document, the matters discussed in this document are forward-looking statements that involve certain assumptions and known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially. The words “will” and similar expressions are intended to identify forward-looking statements. Our expectations with regard to succession matters are subject to various factors and conditions. These forward-looking statements are also affected by the risk factors described in the company’s Annual Report on Form 10-K for the year ended December 31, 2010 and those set forth from time to time in other filings with the Securities and Exchange Commission (“SEC”). The documents are available through the company’s website at http://www.bakerhughes.com/investor or through the SEC’s Electronic Data Gathering and Analysis Retrieval System (EDGAR) at http://www.sec.gov. We undertake no obligation to publicly update or revise any forward-looking statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. (Information furnished in this Item 9.01 is furnished pursuant to Item 9.01.)

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     4.1 — Indenture, dated June 8, 2006, between BJ Services Company, as issuer, and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to BJ Services’ Current Report on Form 8-K filed on June 12, 2006).

     4.2 — Third Supplemental Indenture, dated May 19, 2008, between BJ Services Company, as issuer, and Wells Fargo Bank, N.A., as trustee, with respect to the 6% Senior Notes due 2018 (incorporated by reference to Exhibit 4.2 to BJ Services’ Current Report on Form 8-K filed on May 23, 2008).

     4.3 — Fourth Supplemental Indenture, dated April 28, 2010, between BJ Services Company, as issuer, BSA Acquisition LLC, Baker Hughes Incorporated and Wells Fargo Bank, N.A., as trustee, with respect to the 5.75% Senior Notes due 2011 and the 6% Senior Notes due 2018 (incorporated by reference to Exhibit 4.4 to Baker Hughes Incorporated’s Current Report on Form 8-K filed on April 29, 2010).

     4.4* — Fifth Supplemental Indenture, dated June 21, 2011, between BJ Services Company LLC, as company, Western Atlas Inc., as successor company, and Wells Fargo Bank, N.A., as trustee, with respect to the 6% Senior Notes due 2018.

*      Filed herewith.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BAKER HUGHES INCORPORATED
Dated: June 23, 2011	By:	/s/ Sandra E. Alford
		Sandra E. Alford
		Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Description
Exhibit 4.4	Fifth Supplemental Indenture, dated June 21, 2011, between BJ Services Company LLC, as company, Western Atlas Inc., as successor company, and Wells Fargo Bank, N.A., as trustee, with respect to the 6% Senior Notes due 2018.

Page 5

EX-4.4

Exhibit 4.4

FIFTH SUPPLEMENTAL INDENTURE

Dated as of June 21, 2011
to

INDENTURE

Dated as of June 8, 2006

among

BJ SERVICES COMPANY LLC,

as Company,

WESTERN ATLAS INC.,

as Successor Company, and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

$250,000,000 6.00% Senior Notes due 2018

FIFTH SUPPLEMENTAL INDENTURE

     This FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 21, 2011, among BJ Services Company LLC, a Delaware limited liability company (the “Company”), as issuer under the Indenture referred to below, Western Atlas Inc., a Delaware corporation (the “Successor Company”), and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH:

     WHEREAS, the Company is party to the Indenture, dated as of June 8, 2006 (the “Original Indenture”), providing for the issuance of Senior Debt Securities, and furthermore has executed and delivered to the Trustee the First Supplemental Indenture, dated as of June 8, 2006 (the “First Supplemental Indenture”), providing for the issuance of its 5.75% Senior Notes due 2011 (the “2011 Notes”), the Second Supplemental Indenture, dated as of June 8, 2006 (the “Second Supplemental Indenture”), providing for the issuance of Floating Rate Senior Notes due 2008 (the “Floating Notes”), the Third Supplemental Indenture, dated as of May 19, 2008 (the “Third Supplemental Indenture”), providing for the issuance of its 6.00% Senior Notes due 2018 (the “Notes”), and the Fourth Supplemental Indenture, dated as of April 28, 2010 (the “Fourth Supplemental Indenture”; the Original Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Indenture”), providing for the succession of the Company under the Indenture with the same effect as if it had been named as Company therein;

     WHEREAS, the Floating Notes are no longer outstanding;

     WHEREAS, the 2011 Notes are no longer outstanding;

     WHEREAS, the Company filed a certificate with the Secretary of State of the State of Delaware on April 29, 2010 changing the name of the Company from “BSA Acquisition LLC” to “BJ Services Company LLC”;

     WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of June 20, 2011 (the “Merger Agreement”), by and between the Successor Company and the Company, the Company will merge with and into the Successor Company (the “Merger”);

     WHEREAS, pursuant to Section 8.1 of the Indenture, the Company is required not to merge with or into the Successor Company unless (i) the Successor Company assumes all the obligations of the Company under the Notes and the Indenture pursuant to agreements reasonably satisfactory to the Trustee, (ii) the Successor Company is a corporation (as defined in the Indenture) organized or existing under the laws of the United States, any state of the United States or the District of Columbia and (iii) immediately after giving effect to the Merger, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing;

     WHEREAS, the Successor Company is organized and existing under the laws of the State of Delaware and is a corporation as defined in Section 1.1 of the Indenture, and thus no co- issuer is required to be added to the Indenture under Section 8.1(b) of the Indenture;

     WHEREAS, both before and immediately after giving effect to the Merger, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default has occurred and is continuing;

     WHEREAS, at the Effective Time (as defined in the Merger Agreement), the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if the Successor Company had been named as the Company therein, and the Company will be relieved of all obligations and covenants under the Indenture and the Securities in accordance with Section 8.2 of the Indenture;

     WHEREAS, pursuant to Section 9.1(b) of the Indenture, the Trustee and the Successor Company may execute and deliver this Supplemental Indenture without the consent of any Holders to evidence the succession of the Successor Company to the Company and the assumption by the Successor Company of the covenants of the Company contained in the Indenture and to the Notes;

     WHEREAS, there are Outstanding on the date hereof Securities consisting of $250,000,000 aggregate principal amount of the Notes (the “Outstanding Securities”);

     WHEREAS, pursuant to Sections 9.1, 9.3 and 1.3 of the Indenture, the Company has delivered a request to the Trustee requesting the Trustee to join with the Company and the Successor Company in the execution of this Supplemental Indenture, accompanied by (1) Board Resolutions (x) authorizing the execution of this Supplemental Indenture and (y) approving this Supplemental Indenture, (2) an Officer’s Certificate and Opinion of Counsel, each stating that (x) the Merger and this Supplemental Indenture comply with Article Eight of the Indenture and (y) all conditions precedent in the Indenture provided for relating to the Merger have been complied with and (3) an Opinion of Counsel that the execution of this Supplemental Indenture is authorized or permitted by the Indenture; and

     WHEREAS, the execution and delivery of this Supplemental Indenture has been duly authorized by Board Resolutions, and all acts, conditions and requirements necessary to make this Supplemental Indenture a valid and binding agreement in accordance with its terms and for the purposes set forth herein have been done and taken, and the execution and delivery of this Supplemental Indenture has been in all respects duly authorized.

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each of the Company, the Successor Company and the Trustee, intending to be legally bound hereby, has executed and delivered this Supplemental Indenture and hereby mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

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     1. Definitions.

          (a) Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Indenture.

          (b) For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words “herein,” “hereof’ and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

     2. Assumption of Obligations; Succession.

          (a) The Successor Company hereby expressly assumes, from and after the Effective Time, all the obligations of the Company under the Notes and the Indenture with the same effect as if the Successor Company had been named as the Company in the Indenture.

          (b) The Successor Company shall, from and after the Effective Time, by virtue of the aforesaid assumption and the delivery of this Supplemental Indenture, succeed to, and be substituted for, and may exercise every right and power of, the Company, and be the “Company,” under the Indenture with the same effect as if the Successor Company had been named as the Company in the Indenture.

     3. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby.

     4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     5. Multiple Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

     6. Headings. The headings of the Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

     7. Successors and Assigns. All covenants and agreements in this Supplemental Indenture by the parties hereto shall bind their respective successors and assigns and inure to the benefit of their respective successors and assigns, regardless of whether so expressed.

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     8. Benefit of Supplemental Indenture. Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto, any Registrar, any Paying Agent and their successors hereunder, and the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.

     9. Acceptance by Trustee. The Trustee accepts the amendments to the Original Indenture effected by this Supplemental Indenture and agrees to execute the trusts created by the Original Indenture as hereby amended, but only upon the terms and conditions set forth in the Original Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as the statements of the Company and the Successor Company and, except as provided in the Original Indenture, the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity or execution or sufficiency of this Supplemental Indenture and the Trustee makes no representation with respect thereto.

[Signatures on following pages]

4

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

COMPANY: BJ SERVICES COMPANY LLC
By:	/s/ Jan Kees van Gaalen
	Jan Kees van Gaalen
	Treasurer

Signature Page to Fifth Supplemental Indenture

SUCCESSOR COMPANY: WESTERN ATLAS INC.
By:	/s/ Jan Kees van Gaalen
	Jan Kees van Gaalen
	Treasurer

Signature Page to Fifth Supplemental Indenture

TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Patrick T. Giordano
	Name:	Patrick T. Giordano
	Title:	Vice President

Signature Page to Fifth Supplemental Indenture