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.,...

Exhibit 10.1
Execution Version

FIRST AMENDMENT TO

CREDIT AGREEMENT

dated as of

June 7, 2006

among

▇▇▇▇▇ ▇▇▇▇▇▇ 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

▇.▇. ▇▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇▇ 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.

		▇▇▇▇▇ ▇▇▇▇▇▇ INCORPORATED
		By:		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title:		Assistant Treasurer

Signature Page to First Amendment to ▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated Credit Agreement

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

Signature Page to First Amendment to ▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated Credit Agreement

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

Signature Page to First Amendment to ▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated Credit Agreement

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

Signature Page to First Amendment to ▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated Credit Agreement

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

Signature Page to First Amendment to ▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated Credit Agreement

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

Signature Page to First Amendment to ▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated Credit Agreement

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

Signature Page to First Amendment to ▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated Credit Agreement

		ABN AMRO BANK N.V., as Lender
		By:		/s/ ▇▇▇ ▇▇▇▇
		Name:		▇▇▇ ▇▇▇▇
		Title:		Vice President
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		Name:		▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		Title:		Vice President

Signature Page to First Amendment to ▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated Credit Agreement

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

Signature Page to First Amendment to ▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated Credit Agreement

		UBS LOAN FINANCE LLC, as Lender
		By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title:		Director
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇
		Name:		▇▇▇▇ ▇. ▇▇▇▇
		Title:		Associate Director

Signature Page to First Amendment to ▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated Credit Agreement

		AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, as Lender
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇
		Name:		▇▇▇▇ ▇. ▇▇▇▇
		Title:		Director

Signature Page to First Amendment to ▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated Credit Agreement

		CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Lender
		By:		/s/ ▇▇▇▇▇ ▇▇
		Name:		▇▇▇▇▇ ▇▇
		Title:		Director
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇
		Name:		▇▇▇▇▇ ▇▇▇▇▇
		Title:		Associate

Signature Page to First Amendment to ▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated Credit Agreement

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

Signature Page to First Amendment to ▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated Credit Agreement

		▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, as Lender
		By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇ ▇▇▇▇▇▇
		Title:		Vice President

Signature Page to First Amendment to ▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated Credit Agreement

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

Signature Page to First Amendment to ▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated Credit Agreement

		▇▇▇▇▇▇▇ STREET COMMITMENT CORPORATION, as Lender
		(Recourse only to ▇▇▇▇▇▇▇ Street Commitment Corporation)
		By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇
		Name:		▇▇▇▇ ▇▇▇▇▇▇
		Title:		Assistant Vice President

Signature Page to First Amendment to ▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated Credit Agreement

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

Signature Page to First Amendment to ▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated Credit Agreement