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0000950129-07-002845.txt : 20070605 0000950129-07-002845.hdr.sgml : 20070605 20070604174827 ACCESSION NUMBER: 0000950129-07-002845 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070531 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070605 DATE AS OF CHANGE: 20070604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAKER HUGHES INC CENTRAL INDEX KEY: 0000808362 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 760207995 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09397 FILM NUMBER: 07898681 BUSINESS ADDRESS: STREET 1: 2929 ALLEN PARKWAY STREET 2: SUITE 2100 CITY: HOUSTON STATE: TX ZIP: 77019-2118 BUSINESS PHONE: 7134398600 MAIL ADDRESS: STREET 1: PO BOX 4740 CITY: HOUSTON STATE: TX ZIP: 77210-4740 8-K 1 h47271e8vk.htm FORM 8-K - CURRENT REPORT e8vk

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 4, 2007 (May 31, 2007)

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, Suite 2100
Houston, Texas		77019
(Address of Principal Executive Offices)		(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 May 31, 2007, Baker Hughes Incorporated (the “Company”) entered into a Second 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 “Second Amendment to the Credit Agreement”). The Second Amendment to the Credit Agreement extends the term of the Credit Agreement to July 7, 2012, which was originally for a five year period ending on July 7, 2010 and was extended to July 7, 2011 by the First Amendment to the Credit Agreement dated as of June 7, 2006. 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 Second Amendment to the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Second 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 May 31, 2007, the Company entered into the Second Amendment to the Credit Agreement. The Company had no direct borrowings under the Credit Agreement as of June 5, 2007. The description of the Second Amendment to the Credit Agreement is qualified in its entirety by reference to the Second 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 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On June 1, 2007, the Company filed a Corrected Certificate of Amendment of Restated Certificate of Incorporation with the Delaware Secretary of State’s Office (“the Corrected Certificate of Amendment”). The Corrected Certificate of Amendment dated as of April 26, 2007 deletes Article Twelfth in its entirety and renames Article Fourteenth as Article Twelfth, which was approved by the Company’s stockholders on April 26, 2007.

The foregoing description of the Corrected Certificate of Amendment to the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Corrected Certificate of Amendment which is filed as Exhibit 3.1 to this Form 8-K and incorporated into this Item 5.03 by reference.

Item 9.01 Financial Statements and Exhibits.

3.1 Corrected Certificate of Amendment to Restated Certificate of Incorporation dated as of April 26, 2007 and filed with the Delaware Secretary of State on June 1, 2007.

10.1 Second Amendment to Credit Agreement dated as of May 31, 2007, 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.

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 4, 2007	By:	/s/Sandra E. Alford
		Sandra E. Alford
		Corporate Secretary

EXHIBIT INDEX


Exhibit No.		Description

3.1		Corrected Certificate of Amendment to Baker Hughes Incorporated Restated Certificate of Incorporation dated as of April 26, 2007.

10.1		Second Amendment to the Credit Agreement dated as of May 31, 2007, among Baker Hughes Incorporated and fifteen banks for $500 million, in the aggregate for all banks.

EX-3.1 2 h47271exv3w1.htm AMENDED CERTIFICATE OF AMENDMENT exv3w1

CORRECTED

CERTIFICATE OF AMENDMENT

RESTATED CERTIFICATE OF INCORPORATION

BAKER HUGHES INCORPORATED

Baker Hughes Incorporated, a Delaware corporation (the “Corporation”), pursuant to Section 103(f) of the Delaware General Corporation Law (the “DGCL”), certifies that:

FIRST: The Certificate of Amendment of Restated Certificate of Incorporation of Baker Hughes Incorporated (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on April 26, 2007 is an inaccurate record of the corporate action referred to therein.

SECOND: The Certificate of Amendment is inaccurate in that it incorrectly (1) amended the text of Article TWELFTH of the Restated Certificate of Incorporation of the Corporation (the “Restated Certificate”) instead of deleting the text thereof in its entirety; and (2) renamed Article FOURTEENTH of the Restated Certificate “Article THIRTEENTH” instead of renaming such Article “Article TWELFTH.”

THIRD: The Certificate of Amendment is hereby corrected to read in its entirety as follows:

CERTIFICATE OF AMENDMENT

RESTATED CERTIFICATE OF INCORPORATION

BAKER HUGHES INCORPORATED

Baker Hughes Incorporated (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:

Exhibit 3.1

FIRST: Article SEVENTH of the Corporation’s Restated Certificate of Incorporation (the “Restated Certificate”) is hereby amended to read in its entirety as follows:

“SEVENTH: The bylaws of the Corporation shall not be made, repealed, altered, amended or rescinded by the stockholders of the Corporation except by the vote of the holders of not less than a majority of the stock issued and outstanding and entitled to vote in the election of directors, considered for purposes of this Article SEVENTH as one class.”

SECOND: Article TWELFTH of the Restated Certificate is hereby amended by deleting the text thereof in its entirety.

THIRD: Article THIRTEENTH of the Restated Certificate is hereby amended by deleting the text thereof in its entirety.

FOURTH: Article FOURTEENTH of the Restated Certificate is hereby renamed Article TWELFTH and is amended to read in its entirety as follows:

“TWELFTH: The Corporation reserves the right to amend, alter, change or repeal any provisions contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.”

FIFTH: The foregoing amendments to the Corporation’s Restated Certificate were unanimously adopted by the Corporation’s Board of Directors at a meeting duly called and held on January 25, 2007 and by the holders of the Corporation’s capital stock at a meeting duly called and held on April 26, 2007, all in accordance with the provisions of Section 242 of the DGCL and the Corporation’s Restated Certificate.

IN WITNESS WHEREOF, the undersigned has caused this Certificate to be executed in its name and on its behalf by its duly authorized officer on this 26th day of April, 2007.


	BAKER HUGHES INCORPORATED
	By:	/s/ Sandra E. Alford
		Sandra E. Alford
		Corporate Secretary

[Signature page follows]

Exhibit 3.1

IN WITNESS WHEREOF, the undersigned has caused this Corrected Certificate of Amendment to be signed by its duly authorized officer this 31st day of May 2007.


	BAKER HUGHES INCORPORATED
	By:	/s/ Sandra E. Alford
		Sandra E. Alford
		Corporate Secretary

EX-10.1 3 h47271exv10w1.htm SECOND AMENDMENT TO CREDIT AGREEMENT 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.

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]

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