BJ Services, Inc. [ 🌑 ] Shares of Class A Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • July 25th, 2017 • BJ Services, Inc. • Oil & gas field services, nec • New York
BJ Services, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares of Class A common stock (the “Firm Shares”), par value $0.001 per share (the “Stock”), of the Company. The Company also agrees to issue and sell to the Underwriters, at the option of the Underwriters, up to an aggregate of [•] additional shares of Stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
BJ SERVICES, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ ● ], 2017Limited Liability Company Agreement • July 25th, 2017 • BJ Services, Inc. • Oil & gas field services, nec • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of [ • ], 2017, is entered into by and among BJ Services, LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 25th, 2017 • BJ Services, Inc. • Oil & gas field services, nec • New York
This Registration Rights Agreement (this “Agreement”), dated as of [ 🌑 ], 2017, is entered into by and among BJ Services, Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).
TAX RECEIVABLE AGREEMENT by and among BJ SERVICES, INC. BJ SERVICES, LLC BAKER HUGHES OILFIELD OPERATIONS LLC BAKER HUGHES INTERNATIONAL HOLDINGS LLC ALLIED ENERGY JV CONTRIBUTION, LLC [CSL ENTITIES] [GS ENTITIES] BJ SERVICES MANAGEMENT HOLDINGS, LLC...Tax Receivable Agreement • July 25th, 2017 • BJ Services, Inc. • Oil & gas field services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [ 🌑 ], is hereby entered into by and among BJ Services, Inc., a Delaware corporation (the “Corporation”), BJ Services, LLC, a Delaware limited liability company (“BJS LLC”), Baker Hughes Oilfield Operations LLC, a California limited liability company (“BHOO”), Baker Hughes International Holdings LLC, a Delaware limited liability company (“BH SubCo”), Allied Energy JV Contribution, LLC, a Delaware limited liability company (“Sponsor”), [CSL ENTITIES], [GS ENTITIES], BJ Services Management Holdings, LLC (“Management Holdings”) and each of the Members from time to time party thereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.
EMPLOYMENT AGREEMENTEmployment Agreement • May 23rd, 2017 • BJ Services, Inc. • Oil & gas field services, nec • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”), entered into effective as of January 1st, 2017, is made by and between BJ Services, LLC, a Delaware limited liability company (the “Company”), and Warren Zemlak (“Employee”). The Company and Employee are sometimes hereafter referred to individually as a “Party,” and collectively as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • July 14th, 2017 • BJ Services, Inc. • Oil & gas field services, nec • Delaware
This Consulting Agreement (this “Agreement”), dated as of December 30, 2016 (the “Effective Date”), is made by and between BJ Services, LLC, a Delaware limited liability company (the “Company”), and Andrew Gould (“Consultant”).
TRANSITION SERVICES AGREEMENT dated as of December 30, 2016 by and between BAKER HUGHES OILFIELD OPERATIONS, INC. and BJ SERVICES, LLCTransition Services Agreement • May 23rd, 2017 • BJ Services, Inc. • Oil & gas field services, nec • Delaware
This TRANSITION SERVICES AGREEMENT (the “Agreement”) is made as of December 30, 2016 (the “Effective Date”) by and between BJ Services, LLC, a Delaware limited liability company (the “Company”), and Baker Hughes Oilfield Operations, Inc., a California corporation (“Baker Hughes”). Each of the Company and Baker Hughes is referred to as a “Party” and, collectively, are referred to as the “Parties.”
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • July 25th, 2017 • BJ Services, Inc. • Oil & gas field services, nec • Delaware
This Director Indemnification Agreement (the “Agreement”) is made and entered into as of [DATE], by and between BJ Services, Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company and any successor to the Company) and [ • ] (“Indemnitee”).
REVOLVING CREDIT AND GUARANTY AGREEMENT Dated as of May 30, 2017 among BJ SERVICES, LLC, as the Borrower, THE OTHER BORROWERS FROM TIME TO TIME PARTY HERETO, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative...Security Agreement • July 14th, 2017 • BJ Services, Inc. • Oil & gas field services, nec • New York
This REVOLVING CREDIT AND GUARANTY AGREEMENT (this “Agreement”) is entered into as of May 30, 2017 among BJ Services, LLC, a Delaware limited liability company (the “Company” and together with PublicCo (as defined below) when joined hereto as a borrower pursuant to Section 6.12(a)(iii), collectively, the “Borrowers” and each individually, a “Borrower”), and certain Subsidiaries of the Borrowers, as Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and JPMorgan Chase Bank, N.A., as Administrative Agent.
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • July 14th, 2017 • BJ Services, Inc. • Oil & gas field services, nec
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”), dated as of December 30, 2016 (the “Closing Date”), is entered into by and among BJ Services, LLC, a Delaware limited liability company (the “Company”), and Baker Hughes Incorporated, a Delaware corporation, on behalf of itself and its Subsidiaries (“Baker Hughes”). Company and Baker Hughes each may be referred to herein individually as a “Party” and collectively as the “Parties.”
SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • July 25th, 2017 • BJ Services, Inc. • Oil & gas field services, nec • Delaware
THIS SHAREHOLDERS’ AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of [ 🌑 ], 2017, is made by and among CSL, GS and BHGE (each as defined herein) (collectively, the “Sponsors”) and BJ Services, Inc., a Delaware corporation (the “Company”).
TRANSITION SERVICES AGREEMENT dated as of December 30, 2016 by and between BAKER HUGHES OILFIELD OPERATIONS, INC. and BJ SERVICES, LLCTransition Services Agreement • July 14th, 2017 • BJ Services, Inc. • Oil & gas field services, nec • Delaware
This TRANSITION SERVICES AGREEMENT (the “Agreement”) is made as of December 30, 2016 (the “Effective Date”) by and between BJ Services, LLC, a Delaware limited liability company (the “Company”), and Baker Hughes Oilfield Operations, Inc., a California corporation (“Baker Hughes”). Each of the Company and Baker Hughes is referred to as a “Party” and, collectively, are referred to as the “Parties.”
CONTRIBUTION AGREEMENT dated as of November 29, 2016 Among BAKER HUGHES OILFIELD OPERATIONS, INC., ALLIED COMPLETIONS HOLDINGS, LLC, BJ SERVICES, LLC and solely for the purposes of Sections 2.07, 2.12(b), 2.15, 2.17(a), 2.17(b), 4.18, 10.01 and 10.02...Contribution Agreement • May 23rd, 2017 • BJ Services, Inc. • Oil & gas field services, nec • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of November 29, 2016, among Allied Completions Holdings, LLC, a Delaware limited liability company (“Partner”), Baker Hughes Oilfield Operations, Inc., a California corporation (“Baker Hughes”), BJ Services, LLC, Delaware limited liability company (the “Company”), and, solely for the purposes of Sections 2.07, 2.12(b), 2.15, 2.17(a), 2.17(b), 4.18, 10.01 and 10.02 and Article 13, Allied Energy JV Contribution, LLC, a Delaware limited liability company (“Investor JV”).
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • May 23rd, 2017 • BJ Services, Inc. • Oil & gas field services, nec
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”), dated as of December 30, 2016 (the “Closing Date”), is entered into by and among BJ Services, LLC, a Delaware limited liability company (the “Company”), and Baker Hughes Incorporated, a Delaware corporation, on behalf of itself and its Subsidiaries (“Baker Hughes”). Company and Baker Hughes each may be referred to herein individually as a “Party” and collectively as the “Parties.”
AGREEMENT FOR SERVICES AS INDEPENDENT CONTRACTORAgreement for Services • June 12th, 2017 • BJ Services, Inc. • Oil & gas field services, nec • Texas
This Agreement (the “Agreement”) is entered into as of the date set forth on the signature page below between BJ SERVICES, LLC, a Delaware limited liability company (the “Company”), and ERIC SNELL (“Consultant”).
