AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 20th, 1998 • Western Atlas Inc • Oil & gas field exploration services • Delaware
1 Exhibit (c)(1) AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 13th, 1998 • Western Atlas Inc • Oil & gas field exploration services • Delaware
RECITALSStock Option Agreement • May 20th, 1998 • Western Atlas Inc • Oil & gas field exploration services • Delaware
AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, dated as of May 10, 1998, to the Rights Agreement, dated as of August 17, 1994, by and between Western Atlas Inc. (the "COMPANY") and Chemical Trust Company of California (as Rights Agent) (the "RIGHTS...Rights Agreement • May 20th, 1998 • Western Atlas Inc • Oil & gas field exploration services
1 Exhibit (c)(8) [WESTERN ATLAS INC. LETTERHEAD] July 18, 1997 3-D Geophysical, Inc. 599 Lexington Avenue, Suite 3102 New York, New York 10022 Attention: Mr. Joel Friedman Chairman RE: Confidentiality and Non-Disclosure Agreement Dear Mr. Friedman: In...Western Atlas Inc • March 13th, 1998 • Oil & gas field exploration services • New York
Exhibit 3 AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT (the "Amendment") dated as of July 22, 1998 is among Baker Hughes Incorporated, a Delaware corporation ("Parent"), Baker Hughes Delaware I, Inc., a Delaware corporation and a direct,...Agreement and Plan of Merger • July 28th, 1998 • Western Atlas Inc • Oil & gas field exploration services • Delaware
AMENDMENT NO. 1 TO CONSULTING AGREEMENTConsulting Agreement • March 6th, 1998 • Western Atlas Inc • Oil & gas field exploration services
AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 19, 1997 among Western Atlas Inc.Credit Agreement • May 14th, 1997 • Western Atlas Inc • Oil & gas field exploration services • New York
Exhibit (c)(10) AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (hereinafter called this "Amendment"), is entered into as of March 27, 1998, by and among Western Atlas Inc., a Delaware corporation ("Parent"),...Agreement and Plan of Merger • March 27th, 1998 • Western Atlas Inc • Oil & gas field exploration services
and Morgan Guaranty Trust Company of New York, as Agent, and Bank of America National Trust and Savings Association The Bank of New York Chemical Bank CIBC Inc. NationsBank of Texas, N.A. Union Bank of Switzerland, Los Angeles Branch, and Wells Fargo...Credit Agreement • January 24th, 1997 • Western Atlas Inc • Oil & gas field exploration services • New York
2- 3 (other than Parent, the Purchaser or any of their affiliates or representatives) concerning any Acquisition Transaction or enter into any agreement, arrangement or understanding requiring the Company to abandon, terminate or fail to consummate...Support Agreement • March 13th, 1998 • Western Atlas Inc • Oil & gas field exploration services • Delaware
OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK of NORAND CORPORATION by WAI ACQUISITION CORP. a wholly owned subsidiary of WESTERN ATLAS INC. at $33.50 NET PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW...Western Atlas Inc • January 24th, 1997 • Oil & gas field exploration services
1 CONFORMED COPY AMENDMENT NO. 3 TO CREDIT AGREEMENT AMENDMENT No.3 dated as of April 6, 1998 to the Credit Agreement dated as of December 23, 1993, as amended and restated as of December 22, 1994 and as further amended and restated as of March 19,...Credit Agreement • May 15th, 1998 • Western Atlas Inc • Oil & gas field exploration services • New York
EXHIBIT 4.7 AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT dated as of September 19, 1997 to the Amended and Restated Credit Agreement dated as of March 19, 1997 (as heretofore amended, the "CREDIT AGREEMENT") among WESTERN ATLAS...Credit Agreement • November 14th, 1997 • Western Atlas Inc • Oil & gas field exploration services • New York
INTELLECTUAL PROPERTY AGREEMENT This Intellectual Property Agreement, dated this 31st day of October, 1997, is entered into by and between Western Atlas Inc., a Delaware corporation ("WESTERN"), and UNOVA, Inc., a Delaware corporation ("UNOVA").Intellectual Property Agreement • November 14th, 1997 • Western Atlas Inc • Oil & gas field exploration services
1 EXHIBIT 10.2 CHANGE OF CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and between WESTERN ATLAS INC., a Delaware corporation (the "Company"), and _________________________ dated as of the 13th day of November, 1997. The Board of Directors of the Company...Change of Control Employment Agreement • March 6th, 1998 • Western Atlas Inc • Oil & gas field exploration services • Delaware
1 Exhibit (c)(5) CONSULTING AND NON-COMPETE AGREEMENT AGREEMENT, dated as of March 8, 1998, by and between Western Atlas Inc., a Delaware corporation (the "Parent"), Friedman Enterprises Inc., a New York corporation ("FEI") and Joel Friedman (the...Consulting and Non-Compete Agreement • March 13th, 1998 • Western Atlas Inc • Oil & gas field exploration services • Delaware
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT dated as of June 30, 1997 to the Amended and Restated Credit Agreement dated as of March 19, 1997 (the "CREDIT AGREEMENT") among WESTERN ATLAS INC. (the "BORROWER"), the BANKS party...Credit Agreement • August 14th, 1997 • Western Atlas Inc • Oil & gas field exploration services • New York
ARTICLE I DEFINITIONS -----------Tax Sharing Agreement • August 15th, 1997 • Western Atlas Inc • Oil & gas field exploration services • California
1 Exhibit (c)(9) [WESTERN ATLAS INC. LETTERHEAD] December 19, 1997 3-D Geophysical, Inc 599 Lexington Avenue, Suite 3l02 New York, New York 10022 Attention: Mr. Joel Friedman Chairman RE: Confidentiality and Non-Disclosure Agreement Dear Mr. Friedman:...Western Atlas Inc • March 13th, 1998 • Oil & gas field exploration services • New York
EXHIBIT 10.21 EMPLOYEE BENEFITS AGREEMENT EMPLOYEE BENEFITS AGREEMENT (the "Agreement") dated as of October 31, 1997 by and between Western Atlas Inc., a Delaware corporation ("Western Atlas") and UNOVA, Inc., a Delaware corporation ("UNOVA"), which,...Employee Benefits Agreement • November 14th, 1997 • Western Atlas Inc • Oil & gas field exploration services • Delaware
CONSULTING AGREEMENT --------------------Consulting Agreement • March 28th, 1997 • Western Atlas Inc • Oil & gas field exploration services • Delaware
EXHIBIT 10.16 CHANGE OF CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and between WESTERN ATLAS INC., a Delaware corporation (the "Company"), and RICHARD C. WHITE, dated as of the 8th day of July, 1997. The Board of Directors of the Company (the "Board"),...Change of Control Employment Agreement • November 14th, 1997 • Western Atlas Inc • Oil & gas field exploration services • Delaware
BETWEENDistribution and Indemnity Agreement • November 14th, 1997 • Western Atlas Inc • Oil & gas field exploration services • Delaware
TAX SHARING AGREEMENT TABLE OF CONTENTSSharing Agreement • November 14th, 1997 • Western Atlas Inc • Oil & gas field exploration services • Delaware
2- 3 of the Tender Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Tender Shares, (iv) deposit the Tender Shares into a voting trust or enter into a voting agreement or...Support Agreement • March 13th, 1998 • Western Atlas Inc • Oil & gas field exploration services • Delaware
EXHIBIT 2 DISTRIBUTION AND INDEMNITY AGREEMENT BETWEEN WESTERN ATLAS INC. AND UNOVA, INC.Distribution and Indemnity Agreement • August 15th, 1997 • Western Atlas Inc • Oil & gas field exploration services • Delaware
EXHIBIT 10.17 CHANGE OF CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and between WESTERN ATLAS INC., a Delaware corporation (the "Company"), and WILLIAM H. FLORES, dated as of the 18th day of August, 1997. The Board of Directors of the Company (the...Change of Control Employment Agreement • November 14th, 1997 • Western Atlas Inc • Oil & gas field exploration services • Delaware
CHANGE OF CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and between UNOVA, Inc. , a Delaware corporation (the "Company"), and , dated as of the day of . The Board of Directors of the Company (the "Board"), has determined that it is in the best interests...Change of Control Employment Agreement Agreement • August 15th, 1997 • Western Atlas Inc • Oil & gas field exploration services • Delaware
