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 12, 2006 (June 7, 2006)

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.)

3900 Essex Lane, Houston, Texas
(Address of Principal Executive Offices) 77027
(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))

Item 1.01 Entry into a Material Definitive Agreement.

On June 7, 2006, Baker Hughes Incorporated (the “Company”) entered into a First Amendment to the Credit Agreement among the Company, as Borrower; JPMorgan Chase Bank, N.A., as Administrative Agent; and the lenders identified in the Credit Agreement dated as of July 7, 2005 (the “First Amendment to the Credit Agreement”). The First Amendment to the Credit Agreement extends the term of the Credit Agreement which was originally for a five year period ending on July 7, 2010 to July 7, 2011. The Credit Agreement, as amended by the First Amendment to the Credit Agreement, is a committed $500 million revolving credit facility with a provision to allow for an increase in the facility amount of an additional $500 million subject to approval and acceptance by the lenders among other conditions.

The foregoing description of the First Amendment to the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the First Amendment to the Credit Agreement which is filed as Exhibit 10.1 to this Form 8-K and incorporated into this Item 1.01 by reference.

Item 2.03 Creation of a Direct Financial Obligation.

See Item 1.01. On June 7, 2006, the Company entered into the First Amendment to the Credit Agreement. The Company had no direct borrowings under the Credit Agreement as of June 12, 2006. The description of the Amendment to the Credit Agreement is qualified in its entirety by reference to the Amendment to the Credit Agreement filed as Exhibit 10.1 to this Form 8-K and incorporated into this Item 2.03 by reference.

Item 8.01 Other Events.

On June 8, 2006, as part of a previously announced stock repurchase program, the Company entered into a Stock Purchase Plan (the “Plan”) with an agent for the purchase of shares of the Company’s common stock that complies with the requirements of Rule 10b5-1 promulgated by the Securities Exchange Act of 1934. The term of the Plan will run from June 9, 2006 until August 1, 2006, unless earlier terminated. During that term, the agent will, subject to applicable trading rules, use its best efforts to repurchase a number of shares of the Company’s common stock, if any, that will be determined under the terms of the Plan each trading day based on the trading price of the stock on that day. Shares will be repurchased by the agent at the prevailing market prices, in open market transactions intended to comply with Rule 10b-18 of the Exchange Act. Either the Company or the agent may terminate the Plan.

In addition to the Stock Purchase Plan, the Company may purchase additional shares through discretionary repurchases in a program with the agent intended to comply with

Rule 10b-18 under the Exchange Act, privately negotiated transactions or additional Rule 10b5-1 stock repurchase plans up to the total outstanding authorization.

Depending upon prevailing market conditions and other factors, there can be no assurance that any or all authorized shares of common stock will be purchased pursuant to the Plan, program or otherwise. In no event will the cumulative amount of common stock purchased under the plan exceed $1.2 billion, inclusive of all commissions and fees paid to the agent by the Company related to such repurchases.

Item 9.01 Financial Statements and Exhibits.

(c)	Exhibits.
	10.1 First Amendment to Credit Agreement dated June 7, 2006, among Baker Hughes Incorporated, JP Morgan Chase Bank, N.A., as Administrative Agent, and fifteen lenders for $500 million, in the aggregate for all banks.

This Form 8-K contains certain “forward-looking statements” (as defined in Section 21E of the Exchange Act, as amended) that reflect the Company’s expectations regarding future events. These forward-looking statements reflect the Company’s current beliefs and expectations and are based on information currently available to the Company. Accordingly, these statements are subject to known and unknown risks, uncertainties and other factors that could cause actual events to differ from those expressed in, or implied by, these statements. See the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 and all subsequent filings with the Securities and Exchange Commission for a discussion of other risks and uncertainties. As a result, no assurance can be given that the Company’s beliefs and expectations covered by such forward-looking statements will be achieved. The Company is not obligated and has no intention to update or revise these forward-looking statements to reflect new events, information or circumstances.

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 12, 2006	By:	/s/ Sandra E. Alford
		Sandra E. Alford
		Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	First Amendment to the Credit Agreement dated June 7, 2006, among Baker Hughes Incorporated and fifteen banks for $500 million, in the aggregate for all banks.

EX-10.1

Exhibit 10.1
Execution Version

FIRST AMENDMENT TO

CREDIT AGREEMENT

dated as of

June 7, 2006

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, LTD., HOUSTON AGENCY
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

FIRST AMENDMENT TO CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) dated as of June 7, 2006, is among BAKER HUGHES INCORPORATED, a Delaware corporation, as the Borrower; JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the Lenders party hereto.

R E C I T A L S

     A. The Borrower, the Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of July 7, 2005 (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 First 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, 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, 2011, 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 “First Amendment” is hereby added to Section 1.01 in proper alphabetic order which definition shall read as follows:

     “First Amendment” means the First Amendment to Credit Agreement dated as of June 7, 2006 among the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and the Lenders party thereto.

     Section 3. Conditions Precedent. This First 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 First 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 First Amendment, shall remain in full force and effect following the effectiveness of this First 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 First Amendment: (i) before and after giving effect to this First 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 First 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 First 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 First Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

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     4.5 NO ORAL AGREEMENT. THIS FIRST 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 FIRST 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 First 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 First Amendment to Baker Hughes Incorporated Credit Agreement

JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:	/s/ Beth Lawrence
Name:	Beth Lawrence
Title:	Managing Director

Signature Page to First Amendment to Baker Hughes Incorporated Credit Agreement

JPMORGAN CHASE BANK, N.A., as Lender
By:	/s/ Beth Lawrence
Name:	Beth Lawrence
Title:	Managing Director

Signature Page to First Amendment to Baker Hughes Incorporated Credit Agreement

BANK OF AMERICA, N.A., as Lender
By:	/s/ Zewditu Menelik
Name:	Zewditu Menelik
Title:	Vice President

Signature Page to First Amendment to Baker Hughes Incorporated Credit Agreement

BARCLAYS BANK PLC, as Lender
By:	/s/ Alison McGuigan
Name:	Alison McGuigan
Title:	Associate Director

Signature Page to First Amendment to Baker Hughes Incorporated Credit Agreement

CITIBANK, N.A., as Lender
By:	/s/ Shirley E. Burrow
Name:	Shirley E. Burrow
Title:	Attorney-in-Fact

Signature Page to First Amendment to Baker Hughes Incorporated Credit Agreement

THE BANK OF TOKYO-MITSUBISHI, LTD., HOUSTON AGENCY, as Lender
By:	/s/ John McGhee
Name:	John McGhee
Title:	Vice President & Manager

Signature Page to First Amendment to Baker Hughes Incorporated Credit Agreement

ABN AMRO BANK N.V., as Lender
By:	/s/ Liz Lary
Name:	Liz Lary
Title:	Vice President
By:	/s/ Scott Donaldson
Name:	Scott Donaldson
Title:	Vice President

Signature Page to First Amendment to Baker Hughes Incorporated Credit Agreement

THE BANK OF NEW YORK, as Lender
By:	/s/ Craig J. Anderson
Name:	Craig J. Anderson
Title:	Vice President

Signature Page to First Amendment to Baker Hughes Incorporated Credit Agreement

UBS LOAN FINANCE LLC, as Lender
By:	/s/ Richard L. Tavrow
Name:	Richard L. Tavrow
Title:	Director
By:	/s/ Irja R. Otsa
Name:	Irja R. Otsa
Title:	Associate Director

Signature Page to First 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 First 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/ Nupur Kumar
Name:	Nupur Kumar
Title:	Associate

Signature Page to First Amendment to Baker Hughes Incorporated Credit Agreement

FOKUS BANK ASA, as Lender
By:	/s/ Svein Terje Høiland
Name:	Svein Terje Høiland
Title:	General Manager

Signature Page to First Amendment to Baker Hughes Incorporated Credit Agreement

MORGAN STANLEY BANK, as Lender
By:	/s/ Daniel Twenge
Name:	Daniel Twenge
Title:	Vice President

Signature Page to First Amendment to Baker Hughes Incorporated Credit Agreement

THE NORTHERN TRUST COMPANY, as Lender
By:	/s/ Michael Kinglsey
Name:	Michael Kinglsey
Title:	Vice President

Signature Page to First 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 First Amendment to Baker Hughes Incorporated Credit Agreement

BANCA NAZIONALE DEL LAVORO S.P.A. – NEW YORK BRANCH, as Lender
By:	/s/ Juan Cortes
Name:	Juan Cortes
Title:	Relationship Manager
By:	/s/ Franco Di Mario
Name:	Franco Di Mario
Title:	Senior Manager

Signature Page to First Amendment to Baker Hughes Incorporated Credit Agreement