8-K
Baker Hughes Co (BKR)
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): March 5, 2026
Baker Hughes Company
(Exact name of registrant as specified in charter)
| Delaware | 1-38143 | 81-4403168 |
|---|---|---|
| (State of<br> <br>Incorporation) | (Commission<br> <br>File No.) | (I.R.S. Employer<br>Identification No.) |
| 575 N. Dairy Ashford Rd., Suite 100 | ||
| --- | --- | |
| Houston, Texas | 77079-1121 | |
| (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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Class A Common Stock, par value $0.0001 per share | BKR | The Nasdaq Stock Market LLC |
| 5.125% Senior Notes due 2040 of Baker Hughes Holdings LLC and Baker Hughes Co-Obligor, Inc. | BKR40 | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry Into a Material Definitive Agreement |
|---|
On March 5, 2026, Baker Hughes Holdings LLC, an indirect, 100% owned subsidiary and the primary operating company of Baker Hughes Company (“BHH LLC”) and Baker Hughes Co-Obligor, Inc., a 100% owned finance subsidiary of BHH LLC (the “Co-Obligor,” and together with BHH LLC, the “Issuers”) entered into an underwriting agreement (the “EUR Underwriting Agreement”) by and among the Issuers, Baker Hughes Company (“BHC”) and Goldman Sachs & Co. LLC, Morgan Stanley & Co. International plc, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, J.P. Morgan Securities plc and the several other underwriters named therein, related to the Issuers’ offering of €600,000,000 aggregate principal amount of their 3.226% Senior Notes due 2030 (the “2030 Notes”), €900,000,000 aggregate principal amount of their 3.812% Senior Notes due 2034 (the “2034 Notes”), €750,000,000 aggregate principal amount of their 4.193% Senior Notes due 2038 (the “2038 Notes”) and €750,000,000 aggregate principal amount of their 4.737% Senior Notes due 2046 (the “2046 Notes” and, together with the 2030 Notes, the 2034 Notes and the 2038 Notes, the “EUR Notes”).
Also on March 5, 2026, the Issuers entered into an underwriting agreement (the “USD Underwriting Agreement” and together with the EUR Underwriting Agreement, the “Underwriting Agreements”) by and among the Issuers, BHC and Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named therein, related to the Issuers’ offering of $500,000,000 aggregate principal amount of their 4.050% Senior Notes due 2029 (the “2029 Notes”), $1,250,000,000 aggregate principal amount of their 4.350% Senior Notes due 2031 (the “2031 Notes”), $750,000,000 aggregate principal amount of their 4.650% Senior Notes due 2033 (the “2033 Notes”), $2,000,000,000 aggregate principal amount of their 5.000% Senior Notes due 2036 (the “2036 Notes”) and $2,000,000,000 aggregate principal amount of their 5.850% Senior Notes due 2056 (the “2056 Notes” and, together with the 2029 Notes, the 2031 Notes, the 2033 Notes and the 2036 Notes, the “USD Notes” and, together with the EUR Notes, the “Notes”).
The Notes are fully and unconditionally guaranteed by BHC. The Notes are registered pursuant to the Issuers’ automatic shelf registration statements on Form S-3 (File Nos. 333-275865-01 and 333-275865-02), filed on December 1, 2023.
Absent the occurrence of an event requiring the redemption of all outstanding Notes, the Issuers intend to use the net proceeds of the offering, as well as cash on hand and borrowings under an existing term loan credit agreement, if applicable, each as further described in each prospectus supplement dated March 5, 2026, to fund part of the cash portion of the merger consideration for the pending acquisition of Chart Industries, Inc. (“Chart”), to pay related transaction fees and expenses and to repay Chart’s outstanding indebtedness.
The Underwriting Agreements contain customary representations, warranties and agreements of the Issuers and BHC and customary conditions to closing, indemnification rights and obligations of the parties.
Certain of the underwriters and/or their respective affiliates are lenders, agents and/or arrangers for BHC under a term loan credit agreement entered into on August 15, 2025, and a bridge commitment entered into on July 28, 2025, and will receive compensation in connection therewith.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the terms of each Underwriting Agreement. A copy of the EUR Underwriting Agreement is filed as Exhibit 1.1 hereto and a copy of the USD Underwriting Agreement is filed as Exhibit 1.2 hereto, each of which is incorporated herein by reference.
The Notes were issued pursuant to the terms of the indenture, dated as of October 28, 2008 (the “Base Indenture”), between BHH LLC (as successor to Baker Hughes Incorporated) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended and supplemented by the Second Supplemental Indenture, dated as of July 3, 2017, among the Issuers and the Trustee, as further amended and supplemented by a Seventh Supplemental Indenture, dated as of December 31, 2023, among the BHH LLC, the Co-Issuer, BHC and the Trustee whereby BHC agreed to guarantee fully and unconditionally all then outstanding indebtedness issued under the Base Indenture, and as further supplemented by the Eighth Supplemental Indenture, dated March 11, 2026, among the Issuers, the Trustee and The Bank of New York Mellon, London Branch, as paying agent, relating to the EUR Notes and as further supplemented by the Ninth Supplemental Indenture, dated March 11, 2026, among the Issuers and the Trustee relating to the USD Notes (together, the “Indenture”).
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Base Indenture, which was filed as Exhibit 4.1 to the Current Report of BHH LLC on Form 8-K filed on October 29, 2008, the Second Supplemental Indenture, which was filed as Exhibit 4.1 to the Current Report of BHH LLC on Form 8-K12B filed on July 3, 2017, the Seventh Supplemental Indenture, which was filed as Exhibit 4.1 to the Current Report of BHC on Form 8-K filed on January 5, 2024, the Eighth Supplemental Indenture (including the forms of the EUR Notes attached thereto), which is filed as Exhibit 4.1 hereto, and the Ninth Supplemental Indenture (including the forms of USD Notes attached thereto), which is filed as Exhibit 4.2 hereto, which are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
|---|
The information contained in Item 1.01 above with respect to the Notes and the Indenture is hereby incorporated by reference into this Item 2.03, insofar as it relates to the creation of a direct financial obligation.
| Item 8.01. | Other Events |
|---|
Effective March 11, 2025, Baker Hughes Company terminated approximately $11.0 billion in commitments under the previously disclosed commitment letter for a bridge facility to fund the pending acquisition of Chart.
On March 5, 2026, Baker Hughes Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.1.
On March 11, 2026, Baker Hughes Company issued a press release announcing the closing of the Notes offering. A copy of the press release is attached hereto as Exhibit 99.2.
SIGNATURES
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 Company | ||
|---|---|---|
| Date: March 11, 2026 | ||
| By: | /s/ Fernando Contreras | |
| Name: | Fernando Contreras | |
| Title: | Vice President, Chief Compliance Officer and Corporate Secretary |
EX-1.1
Exhibit 1.1
Execution Version
BAKER HUGHES HOLDINGS LLC
BAKER HUGHES CO-OBLIGOR, INC.
€600,000,000 3.226% Senior Notes due 2030
€900,000,000 3.812% Senior Notes due 2034
€750,000,000 4.193% Senior Notes due 2038
€750,000,000 4.737% Senior Notes due 2046
UNDERWRITING AGREEMENT
March 5, 2026
March 5, 2026
GOLDMAN SACHS & CO. LLC
MORGAN STANLEY & CO. INTERNATIONAL PLC
CITIGROUP GLOBAL MARKETS LIMITED
DEUTSCHE BANK AG, LONDON BRANCH
J.P. MORGAN SECURITIES PLC
As Representatives of the several Underwriters
c/o Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
United States
c/o Morgan Stanley & Co. International plc
25 Cabot Square
Canary Warf London E14 4QA
United Kingdom
c/o Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
c/o Deutsche Bank AG, London Branch
21 Moorfields
London EC2Y 9DB
United Kingdom
c/o J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Ladies and Gentlemen:
Baker Hughes Holdings LLC (formerly known as Baker Hughes, a GE company, LLC), a Delaware limited liability company (“BHH” or the “Company”), and Baker Hughes Co-Obligor, Inc., a Delaware corporation (the “Co-Issuer” and together with the Company, the “Issuers”), propose to issue and sell to the several underwriters named in
Schedule I hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule I of €3,000,000,000 aggregate principal amount of the Issuers’ (i) €600,000,000 3.226% Senior Notes due 2030 (the “2030 Notes”), (ii) €900,000,000 3.812% Senior Notes due 2034 (the “2034 Notes”), (iii) €750,000,000 4.193% Senior Notes due 2038 (the “2038 Notes”) and (iv) €750,000,000 4.737% Senior Notes due 2046 (the “2046 Notes” and, together with the 2030 Notes, the 2034 Notes and the 2038 Notes, the “Notes”). Goldman Sachs & Co. LLC, Morgan Stanley & Co. International plc, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and J.P. Morgan Securities plc have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes.
The Notes will be issued pursuant to an indenture, dated as of October 28, 2008 (the “Original Indenture”), between the Company (as successor to Baker Hughes Incorporated, a Delaware corporation) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a Second Supplemental Indenture, dated as of July 3, 2017, among the Company, the Co-Issuer and the Trustee (the “Second Supplemental Indenture”), and as further supplemented by a Seventh Supplemental Indenture, dated as of December 31, 2023, among the Company, the Co-Issuer, Baker Hughes Company, a Delaware corporation and the sole parent company of the Issuers (“Baker Hughes”) and the Trustee whereby Baker Hughes agreed to guarantee fully and unconditionally all existing indebtedness issued under the Original Indenture, as supplemented from time to time (the “Seventh Supplemental Indenture”). The Original Indenture, as supplemented by the Second Supplemental Indenture and the Seventh Supplemental Indenture is referred to as the “Base Indenture.”
The Notes will be issued pursuant to the Base Indenture, as supplemented by an Eighth Supplemental Indenture, dated as of March 11, 2026, among the Issuers, Baker Hughes and the Trustee (the “Eighth Supplemental Indenture” and the Base Indenture, as supplemented by the Eighth Supplemental Indenture, the “Indenture”), which will be fully and unconditionally guaranteed by Baker Hughes (the “Guarantees” and together with the Notes, the “Securities”). The Notes will be issued in book-entry form through a common depositary for Clearstream Banking SA (“Clearstream”) and Euroclear Bank S.A./N.V. (“Euroclear” and, together with Clearstream, the “clearing systems”).
Baker Hughes and Tango Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Baker Hughes (“MergerSub”), have entered into an Agreement and Plan of Merger, dated as of June 28, 2025 (as amended, modified or supplemented from time to time, if applicable, to the date hereof, the “Merger Agreement”), with Chart Industries, Inc., a Delaware corporation (“Chart”). The term “Merger Agreement” as used herein shall include all exhibits, schedules, disclosure letters and attachments to such Merger Agreement. The term “Merger” as used herein shall refer to the transactions contemplated by the Merger Agreement.
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On December 1, 2023, the Company, Baker Hughes and the Co-Issuer jointly filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (file no. 333-275865), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” The term “Prospectus” shall mean the final prospectus supplement relating to the Securities, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) after the date and time that this Agreement is executed (the “Execution Time”) by the parties hereto. The term “Preliminary Prospectus” shall mean any preliminary prospectus supplement relating to the Securities, together with the Base Prospectus, that is first filed with the Commission pursuant to Rule 424(b). All references in this Underwriting Agreement (this “Agreement”) to the Registration Statement, the Preliminary Prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).
For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “Time of Sale Prospectus” means the documents and pricing information set forth in Schedule II hereto, and “broadly available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person. As used herein, the terms “Registration Statement,” “PreliminaryProspectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, that are or are deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act prior to 1:15 p.m. (New York City time) on March 5, 2026 (the “Initial Sale Time”). The terms “supplement,” “amendment” and “amend” as used herein with respect to the Registration Statement, any Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are deemed to be incorporated by reference therein.
- Representations and Warranties of the Issuers and Baker Hughes. Each of the Company, Baker Hughes and the Co-Issuer, jointly and severally, represents and warrants to and agrees with each of the Underwriters that:
(a) Registration Statement; Prospectuses; Free Writing Prospectuses.
(i) Each of the Company, Baker Hughes and the Co-Issuer meets the requirements for use of Form S-3 under the Securities Act. The Registration Statement has been filed with the Commission not earlier than three years prior to the date hereof and has become effective, no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”).
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(ii) (A) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (B) the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (C) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (D) the Time of Sale Prospectus does not, and at the Initial Sale Time and at the Closing Date (as defined in Section 2(b)), the Time of Sale Prospectus, as then amended or supplemented by the Company, Baker Hughes or the Co-Issuer, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (E) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (F) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph 1(a)(ii) do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any of the Underwriters consists of the information described as such in Section 7(b) hereof.
(iii) None of the Company, Baker Hughes or the Co-Issuer is an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company, Baker Hughes or the Co-Issuer is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each
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free writing prospectus that the Company, Baker Hughes or the Co-Issuer has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company, Baker Hughes or the Co-Issuer complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule III hereto, and electronic road shows, if any, each furnished to you before first use, the Company, Baker Hughes and the Co-Issuer have not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.
(b) The Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company, Baker Hughes and the Co-Issuer.
(c) The Merger Agreement. The Merger Agreement has been duly authorized, executed and delivered by Baker Hughes and the Merger Sub and (assuming due authorization, execution and delivery by Chart) constitutes valid and binding obligations of Baker Hughes and the Merger Sub, enforceable against Baker Hughes and the Merger Sub in accordance with the terms of the Merger Agreement (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies). Baker Hughes is not aware of any breach or development in connection with the Merger Agreement that would reasonably be expected to have a material adverse effect on the consummation of the Merger.
(d) Authorization of the Indenture. The Base Indenture has been duly authorized, executed and delivered by the Company (and, in the case of the Second Supplemental Indenture, the Co-Issuer, and in the case of the Seventh Supplemental Indenture, Baker Hughes and the Co-Issuer) and, assuming the due authorization, execution and delivery thereof by the Trustee, constitutes a valid and binding agreement of the Company, Baker Hughes and the Co-Issuer, as applicable, enforceable against the Company, Baker Hughes and the Co-Issuer, as applicable, in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. The Eighth Supplemental Indenture has been duly authorized by the Company, Baker Hughes and the Co-Issuer and upon the execution and delivery by the Company, Baker Hughes and the Co-Issuer, and upon the due authorization, execution and delivery by the Trustee, the Indenture will constitute a valid and binding agreement of the Company, Baker Hughes and the Co-Issuer, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.
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(e) Authorization of the Notes. The Notes to be purchased by the Underwriters from the Issuers are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Issuers, and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Issuers, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and will be entitled to the benefits of the Indenture.
(f) Authorization of the Guarantees. The Guarantees have been duly authorized by Baker Hughes and, when executed and authenticated in accordance with the terms of the Indenture, will constitute valid and binding obligations of Baker Hughes, enforceable in accordance with their terms and the terms of the Indenture, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and will be entitled to the benefits of the Indenture.
(g) Description of the Securities and the Indenture. The Securities and the Indenture conform in all material respects to the descriptions thereof contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus.
(h) Accuracy of Statements in Offering Documents. The statements in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions (i) “Summary—Baker Hughes Company”, (ii) “Summary—Baker Hughes Holdings LLC and Baker Hughes Co-Obligor,Inc.”, (iii) “Material U.S. Federal Income Tax Consequences”, (iv) “Indemnification of Directors and Officers”, (v) “Description of Subsidiary Debt Securities”, “Descriptionof Parent Guarantees” and “Description of the Notes” and (vi) “Related Party Transactions” of Baker Hughes’ Form 10-K filed with the Commission on February 5, 2026, in each case insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein.
(i) No Material Adverse Change. Except as otherwise disclosed in the Time of Sale Prospectus, subsequent to the respective dates as of which information is given in the Time of Sale Prospectus, (i) neither Baker Hughes nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree and (ii) there has been no material adverse change, or any development that could reasonably be expected to (A) result in a material adverse change, in the condition, financial or otherwise, or in the earnings, management, business, properties, results of operations or prospects, whether or not arising from transactions in the ordinary course of business, of Baker Hughes and its
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subsidiaries, considered as one entity or (B) impair, in any material respect, the ability of each of the Company, Baker Hughes and the Co-Issuer to perform its respective obligations under this Agreement, the Indenture or the Securities, as applicable, and to consummate the transactions contemplated hereby or thereby, by the Time of Sale Prospectus or by the Prospectus (any such change is called a “BKR Material Adverse Change”). There are no BKR Actions (as defined in Section 1(m)) that are required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus that are not so described; and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required.
(j) Independent Accountants of Baker Hughes. KPMG LLP, who have expressed their opinion with respect to the Baker Hughes’ audited financial statements for the fiscal years ended December 31, 2023, December 31, 2024 and December 31, 2025 incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus, are independent public accountants with respect to Baker Hughes, as required by the Exchange Act and are an independent registered public accounting firm with the Public Company Accounting Oversight Board.
(k) Independent Accountants of Chart. To the knowledge of Baker Hughes, Deloitte & Touche LLP, who have expressed their opinion with respect to Chart’s audited financial statements for the fiscal years ended December 31, 2023, December 31, 2024 and December 31, 2025 included in the Registration Statement, the Time of Sale Prospectus and the Prospectus, are independent public accountants with respect to Chart, as required by the Exchange Act and are an independent registered public accounting firm with the Public Company Accounting Oversight Board.
(l) Preparation of the Financial Statements of Baker Hughes. The historical financial statements together with the related notes thereto incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus comply in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, the consolidated financial position of Baker Hughes and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in each of the in the Registration Statement, the Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.
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(m) *Formation and Good Standing of Baker Hughes and its Subsidiaries.*Baker Hughes and each of Baker Hughes’ significant subsidiaries (as defined in Rule 1-02(10) of Regulation S-X) (each, a “BKR SignificantSubsidiary”) has been duly incorporated or formed, as the case may be, and is validly existing as a corporation, limited liability company or limited partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation and has corporate, limited liability company or limited partnership power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and, in the case of each of the Company, Baker Hughes and the Co-Issuer, to enter into and perform its respective obligations under this Agreement, the Indenture and the Securities, as applicable. Baker Hughes and each BKR Significant Subsidiary is duly qualified as a foreign corporation, limited liability company or limited partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing could not, individually or in the aggregate, reasonably be expected to result in a BKR Material Adverse Change. All of the issued and outstanding shares of capital stock, limited liability company interests or partnership interests, as the case may be, of each BKR Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by Baker Hughes, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim.
(n) *Capitalization and Other Capital Stock Matters.*The authorized, issued and outstanding capital stock (including limited liability company interests) of Baker Hughes are as set forth or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus.
(o) Non-Contravention of Existing Instruments; No Further Authorizations orApprovals Required. None of the Company, Baker Hughes, the Co-Issuer or any BKR Significant Subsidiary is (i) in violation or in default (or, with the giving of notice or lapse of time or both, would be in default) (“Default”) under its charter, by-laws, operating agreement or similar organizational documents, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which Baker Hughes or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the property or assets of Baker Hughes or any of its subsidiaries is subject (each, an “Existing Instrument”) or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over Baker Hughes or any of its subsidiaries or any of its or their properties, as applicable, except, with respect to clauses (ii) and (iii) only, for such Defaults or violations as could not, individually or in the aggregate, reasonably be expected to result in a BKR Material
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Adverse Change. Each of the Issuers’ and Baker Hughes’ execution, delivery and performance of this Agreement and the Indenture, the issuance and sale of the Securities, as applicable, and compliance by each of the Issuers and Baker Hughes with the terms thereof and the consummation of the transactions contemplated hereby, by the Indenture, by the Registration Statement, by the Time of Sale Prospectus and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter, by-laws, operating agreement or similar organizational documents of Baker Hughes or any of its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a BKR Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of Baker Hughes or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to Baker Hughes or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over Baker Hughes or any of its subsidiaries or any of its or their properties, except, with respect to clauses (ii) and (iii) only, for such Defaults, BKR Debt Repayment Triggering Events or violations that, individually or in the aggregate, could not reasonably be expected to result in a BKR Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Issuers’ or Baker Hughes’ execution, delivery and performance of this Agreement or the Indenture or consummation of the transactions contemplated hereby or thereby, by the Time of Sale Prospectus or by the Prospectus, except (i) the registration of the Securities under the Securities Act, (ii) such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Securities and (iii) as have been obtained or made by the Issuers or Baker Hughes and except where the failure to so obtain or make, individually or in the aggregate, could not reasonably be expected to result in a BKR Material Adverse Change. As used herein, a “BKR Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by Baker Hughes or any of its subsidiaries, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by Baker Hughes or any of its subsidiaries.
(p) No Material Actions or Proceedings. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the knowledge of Baker Hughes, threatened (i) against or affecting Baker Hughes or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, Baker Hughes or any of its subsidiaries or (iii) relating to environmental or discrimination matters related to Baker Hughes or its subsidiaries, where any such action, suit or proceeding, if determined adversely, could, individually or in the aggregate, reasonably be expected to result in a BKR Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement (any such action, suit or proceeding contemplated by the foregoing clauses (i), (ii) or (iii), a “BKR Action”).
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(q) Labor Matters. No material dispute with the employees of Baker Hughes or any of its subsidiaries exists or, to the knowledge of Baker Hughes, is contemplated or threatened, and Baker Hughes is not aware of any existing or imminent labor disturbance by the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, that could, individually or in the aggregate, result in a BKR Material Adverse Change.
(r) Intellectual Property Rights. Except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, to the knowledge of Baker Hughes, Baker Hughes or its subsidiaries own or possess a valid right to use all patents, trademarks, service marks, trade names, copyrights, patentable inventions, trade secret, know-how and other intellectual property (collectively, the “Intellectual Property”) used by Baker Hughes or its subsidiaries in, and material to, the conduct of Baker Hughes’ and its subsidiaries’ business as now conducted or as proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted. Except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as could not, individually or in the aggregate result in a BKR Material Adverse Change, there is no infringement by third parties of any of Baker Hughes’ Intellectual Property and there are no legal or governmental actions, suits, proceedings or claims pending or, to Baker Hughes’ knowledge, threatened, against Baker Hughes (i) challenging Baker Hughes’ rights in or to any Intellectual Property, (ii) challenging the validity or scope of any Intellectual Property owned by Baker Hughes or (iii) alleging that the operation of Baker Hughes’ business as now conducted infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of a third party, and Baker Hughes is unaware of any facts which would form a reasonable basis for any such claim.
(s) AllNecessary Permits, etc. Baker Hughes, the Issuers, and each BKR Significant Subsidiary possess such valid and current certificates, authorizations, permits, licenses, approvals, consents and other authorizations issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, and none of Baker Hughes, the Issuers, or any BKR Significant Subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization, permit, license, approval, consent or other authorization which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could reasonably be expected to result in a BKR Material Adverse Change.
(t) PreliminaryProspectuses. Each Preliminary Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder.
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(u) Baker Hughes and Issuers Not an Investment Company. Each of the Company, Baker Hughes, and the Co-Issuer has been advised of the Investment Company Act of 1940, as amended, including the rules and regulations of the Commission thereunder (the “Investment CompanyAct”). None of the Company, Baker Hughes, or the Co-Issuer is, and after receipt of payment for the Securities and the application of the proceeds thereof as contemplated under the caption “Use of Proceeds” in the Time of Sale Prospectus and the Prospectus will be, required to register as an “investment company” within the meaning of the Investment Company Act.
(v) No Price Stabilization or Manipulation. None of the Company, Baker Hughes, the Co-Issuer or any of its respective subsidiaries or affiliates has taken nor will take, directly or indirectly, any action designed to or that would be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Company, Baker Hughes, or the Co-Issuer to facilitate the sale or resale of the Securities.
(w) No Unlawful Contributions or Other Payments. (i) Baker Hughes, its subsidiaries and affiliates, and, to Baker Hughes’ knowledge, any director, officer, employee, agent or representative of Baker Hughes or of any of its subsidiaries or affiliates, have not taken and will not take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any government official (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (ii) Baker Hughes and its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) none of Baker Hughes or any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.
(x) No Conflict with Money Laundering Laws. The operations of Baker Hughes and its subsidiaries are and have been conducted at all times in compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), the Anti-Money Laundering Act of 2020 and the applicable anti-money laundering statutes of jurisdictions where Baker Hughes and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Baker Hughes or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of Baker Hughes, threatened.
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(y) No Conflict with Sanctions.
(i) None of Baker Hughes, any of its subsidiaries or, to the knowledge of Baker Hughes, any director, officer, employee, agent, affiliate or representative of Baker Hughes or any of its subsidiaries is an individual or entity (“Person”) with whom dealings are restricted or prohibited by economic sanctions as a result of being, including as a result of being owned or controlled by one or more such Persons that are:
(A) listed on any lists of designated sanctions targets maintained and administered by the United States Government (including the U.S. Department of the Treasury’s Office of Foreign Assets Control and the U.S. Department of State), the United Nations Security Council, the European Union, His Majesty’s Treasury or any other relevant sanctions authority (each, a “Sanctions Authority”), or
(B) located, organized or resident in a country or territory that is the subject of comprehensive territorial sanctions by any Sanctions Authority (currently, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia and Kerson Regions of Ukraine, Crimea, Cuba, Iran, and North Korea).
(ii) None of the Company, Baker Hughes or the Co-Issuer will, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:
(A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, would violate the applicable sanctions administered or enforced by any Sanctions Authority (“Sanctions”); or
(B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).
(iii) Baker Hughes and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in and will not engage in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction would have violated applicable Sanctions.
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(iv) The representations in this Section 2(z) shall not apply to, nor are they sought by or given to, any person if and to the extent that the making of, or compliance with, or receipt or acceptance of, such representations would result in violation of (i) Council Regulation (EC) No. 2271/96, as amended from time to time (the “EU Blocking Regulation”), or any law or regulation implementing the EU Blocking Regulation in any Member State of the European Union, (ii) Council Regulation (EC) 2271/96, as it forms part of domestic law of the United Kingdom by virtue of the European Union Withdrawal Act 2018 and as amended from time to time (the “U.K. Blocking Regulation”) or any law or regulation implementing the U.K. Blocking Regulation in the United Kingdom; or (iii) Section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung) or, in each case, any other applicable antiboycott or similar laws or regulations.
(z) Outbound Investment Rules. Neither Baker Hughes nor any of its subsidiaries is a “covered foreign person”, as that term is defined in 31 C.F.R. § 850.209.
(aa) Compliance with Environmental Laws. Each of Baker Hughes and its subsidiaries (excluding non-controlled joint ventures) (i) is in compliance with any and all applicable foreign, federal, state and local laws, orders and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) and (ii) has received all permits, licenses or other approvals required of it under applicable Environmental Laws and is in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws or the failure to receive or comply with the terms and conditions of such permits, licenses or other approvals would not, individually or in the aggregate, reasonably be expected to have a BKR Material Adverse Change. There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus or which could not, individually or in the aggregate, reasonably be expected to have a BKR Material Adverse Change.
(bb) ERISA Compliance. Baker Hughes and its ERISA Affiliates (as defined below) are in compliance in all material respects with the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (“ERISA”). “ERISA Affiliate” means, with respect to any Person, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of which such Person is a member. Neither Baker Hughes
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nor any of its ERISA Affiliates has incurred any material liability under Title IV of ERISA. Each “employee benefit plan” established or maintained by Baker Hughes or any of its ERISA Affiliates that is intended to be qualified under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service.
(cc) Sarbanes-Oxley Compliance. There is and has been no failure on the part of Baker Hughes or the Issuers, or, to the knowledge of Baker Hughes and the Issuers, any of its respective directors or officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 relating to loans and Sections 302 and 906 relating to certifications.
(dd) Baker Hughes’ Accounting System. Baker Hughes and its subsidiaries maintain effective “internal control over financial reporting,” as such term is defined in Rule 13a-15(f) under the Exchange Act.
(ee) Internal Controls and Procedures. Baker Hughes maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.
(ff) No Material Weakness in Internal Controls. Since the end of Baker Hughes’ most recent audited fiscal year, there has been (i) no material weakness in Baker Hughes’ internal control over financial reporting (whether or not remediated) and (ii) no change in Baker Hughes’ internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Baker Hughes’ internal control over financial reporting.
(gg) Disclosure Controls. Baker Hughes and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that is designed to ensure that information required to be disclosed by Baker Hughes in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to Baker Hughes’ management as appropriate to allow timely decisions regarding required disclosure. Baker Hughes and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.
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(hh) Statistical and Market Data. Nothing has come to the attention of Baker Hughes that has caused Baker Hughes to believe that the statistical and market-related data included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.
(ii) Margin Rules. Neither the issuance, sale and delivery of the Securities nor the application of the proceeds thereof by the Company, Baker Hughes or the Co-Issuer as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.
(jj) The Co-Issuer. All of the issued and outstanding shares of capital stock of the Co-Issuer have been duly authorized and validly issued, are fully paid and non-assessable and are owned directly by the Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Co-Issuer has not conducted any business other than as considered by the Company to be reasonably necessary or desirable in connection with serving as co-issuer of the debt obligations of the Company.
(kk) Cyber Security; DataProtection. (i)(x) There has been no security breach or other compromise of or relating to any of Baker Hughes’ or its subsidiaries’ information technology and computer systems, networks, hardware, software, websites, applications, data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”), (y) Baker Hughes and its subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data and (z) Baker Hughes’ or its subsidiaries’ IT Systems and Data operate and perform in all respects as required in connection with the operation of the business of Baker Hughes and its subsidiaries as currently conducted, free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants; (ii) Baker Hughes and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data used in connection with their business reasonably consistent with industry standards and practices; (iii) Baker Hughes and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification; and (iv) Baker Hughes and its subsidiaries have implemented backup and disaster recovery technology reasonably consistent with industry standards and practices, except as would not, in the case of clauses (i), (ii) and (iii) above, individually or in the aggregate, have a BKR Material Adverse Change.
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Any certificate signed by an officer of the Company, Baker Hughes or the Co-Issuer, as applicable, and delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation and warranty by the Company, Baker Hughes or the Co-Issuer, as applicable, to each Underwriter as to the matters set forth therein.
- Purchase, Saleand Delivery of the Securities.
(a) The Securities. The Company and the Co-Issuer agree to issue and sell to the several Underwriters, severally and not jointly, all of the Securities upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company and the Co-Issuer (i) in the case of the 2030 Notes, the respective aggregate principal amount of the 2030 Notes set forth opposite their names on Schedule I at a purchase price of 99.700%, (ii) in the case of the 2034 Notes, the respective aggregate principal amount of the 2034 Notes set forth opposite their names on Schedule I at a purchase price of 99.600%, (iii) in the case of the 2038 Notes, the respective aggregate principal amount of the 2038 Notes set forth opposite their names on Schedule I at a purchase price of 99.325% and (iv) in the case of the 2046 Notes, the respective aggregate principal amount of the 2046 Notes set forth opposite their names on Schedule I at a purchase price of 99.125%, payable on the Closing Date.
(b) The Closing Date . Delivery of certificates for the Securities in global form to be purchased by the Underwriters and payment therefor shall be made at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017 (or such other place as may be agreed to by the Issuers and the Representatives) at 9:00 a.m., New York time, on March 11, 2026, or such other time and date as the Underwriters and the Issuers shall mutually agree (the time and date of such closing are called the “Closing Date”).
(c) Public Offering of the Securities. The Representatives hereby advise the Company and the Co-Issuer that the Underwriters intend to offer for sale to the public, as described in the Time of Sale Prospectus and the Prospectus, their respective portions of the Securities as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.
(d) Payment for theSecurities. Payment for the Securities shall be made at the Closing Date by wire transfer of immediately available funds to the order of the Company.
It is understood that the Representatives have been authorized, for their own accounts and for the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Securities that the Underwriters have agreed to purchase. The Representatives may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
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(e) Delivery of the Securities. The Company and the Co-Issuer shall deliver, or cause to be delivered, to the Settlement Lead Manager (as defined herein) for the accounts of the several Underwriters the Securities at the Closing Date in book-entry form through a common depositary for the clearing systems, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.
- Conditions. The obligations of the several Underwriters to purchase and pay for the Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Issuers and Baker Hughes set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time and as of the Closing Date as though then made, to the timely performance by each of the Issuers and Baker Hughes of its covenants and other obligations hereunder, to the Registration Statement having become effective prior to the date hereof and to each of the following additional conditions:
(a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:
(i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of Baker Hughes or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and
(ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of Baker Hughes and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in your judgment, is material and adverse and that makes it, in your judgment, impractical or inadvisable to proceed with the offering or delivery of the Securities in the manner contemplated in the Time of Sale Prospectus.
(b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of Baker Hughes, to the effect set forth in Section 3(a)(i) above and to the effect that the representations and warranties of the each of the Company, Baker Hughes and the Co-Issuer contained in this Agreement are true and correct as of the Closing Date and that each of the
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Company, Baker Hughes and the Co-Issuer has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. Each officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.
(c) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Cleary Gottlieb Steen & Hamilton LLP, outside counsel for Baker Hughes and the Issuers, each dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.
(d) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Davis Polk & Wardwell LLP, counsel for the Underwriters, each dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.
With respect to the negative assurance letters referenced in Section 3(c) and Section 3(e) above, Cleary Gottlieb Steen & Hamilton LLP and Davis Polk & Wardwell LLP, as applicable, may state that their opinions and beliefs in such letter are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The opinion and negative assurance letter of Cleary Gottlieb Steen & Hamilton LLP described in Section 3(c) above shall be rendered to the Underwriters at the request of Baker Hughes and shall so state therein.
(e) (A) The Underwriters shall have received, on each of the date hereof and the Closing Date, from KPMG LLP, independent registered public accountants for Baker Hughes, one or more letters dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the audited and unaudited financial statements and certain financial information of Baker Hughes contained or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that each such letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof; (B) The Underwriters shall have received, on each of the date hereof and the Closing Date, from Deloitte & Touche LLP, independent registered public accountants for Chart, one or more letters dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the audited and unaudited financial statements and certain financial information of Chart contained or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that each such letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.
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(f) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities.
(g) The Underwriters shall have received such other documents as the Representatives may reasonably request with respect to the good standing of each of the Company, Baker Hughes and the Co-Issuer, the due authorization and issuance of the Securities and other matters related to the issuance of such Securities.
- Covenants of the Company, Baker Hughes and the Co-Issuer.^^Each of the Company, Baker Hughes and the Co-Issuer covenants and agrees, jointly and severally, with each Underwriter as follows:
(a) To furnish to you, upon request and without charge, signed copies of the Registration Statement (excluding exhibits thereto and documents incorporated by reference therein) during the period mentioned in Section 4(e) or 4(f) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated therein by reference and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.
(b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such rule.
(c) To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company, Baker Hughes or the Co-Issuer and not to use or refer to any proposed free writing prospectus to which you reasonably object.
(d) Not to take any action that would result in an Underwriter, the Company, Baker Hughes or the Co-Issuer being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to
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comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.
(f) If, during such period after the first date of the public offering of the Securities, as in the opinion of counsel for the Underwriters, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which the Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.
(g) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request.
(h) The Company shall apply the net proceeds from the sale of the Securities sold by the Issuers in the manner described under the caption “Use of Proceeds” in the Prospectus and the Time of Sale Prospectus.
(i) The Company will cooperate with the Underwriters and use its best efforts to permit the Securities to be eligible for clearance and settlement through a common depositary for the clearing systems.
(j) To advise you promptly, and confirm such advice in writing, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement and of any proceeding pending before or threatened by the Commission for such purpose pursuant to Section 8A under the Securities Act.
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(k) To make generally available to each of the Company’s, Baker Hughes’ and the Co-Issuer’s security holders and to you as soon as practicable an earning statement covering a period of at least twelve months beginning with the first fiscal quarter of Baker Hughes occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.
(l) The Company, Baker Hughes and the Co-Issuer will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any securities of the Company, Baker Hughes or the Co-Issuer to facilitate the sale or resale of the Securities.
(m) The Company, Baker Hughes and the Co-Issuer will prepare a final term sheet containing only a description of the Securities, in a form approved by the Underwriters and attached as Exhibit A hereto, and will file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such rule (such term sheet, the “Final Term Sheet”). Any such Final Term Sheet is a free writing prospectus for purposes of this Agreement.
(n) The Company has taken commercially reasonable efforts to cause the Securities to be listed for trading on the Nasdaq Bond Exchange (“Nasdaq”) as of the date of the issuance of the Securities, or as promptly as practicable thereafter, and the Company has no reason to believe that the Securities will not be authorized for listing on Nasdaq, subject to official notice of issuance and evidence of satisfactory distribution.
(o) During the period commencing on the date hereof and ending on the business day following the Closing Date, none of the Company, Baker Hughes or the Co-Issuer will, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company, Baker Hughes or the Co-Issuer or securities exchangeable for or convertible into debt securities of the Company, Baker Hughes or the Co-Issuer (other than as contemplated by this Agreement with respect to the Securities and the proposed offering of USD-denominated senior notes to be offered substantially concurrent with this offering).
The Representatives, on behalf of the several Underwriters, may, in their sole discretion, waive in writing the performance by the Company, Baker Hughes or the Co-Issuer of any one or more of the foregoing covenants or extend the time for their performance.
- Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) all expenses incident to the issuance and delivery of the
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Securities, (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities, (iii) the fees, disbursements and expenses of the counsel for Baker Hughes and the Issuers, Baker Hughes’ accountants in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, Baker Hughes or the Co-Issuer and amendments and supplements to any of the foregoing, including all printing and engraving costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority in an amount not to exceed $15,000, (v) all costs and expenses incurred in connection with the preparation, printing, shipping and distribution of this Agreement, the Indenture and the Securities, (vi) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 4(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum in an amount not to exceed $15,000, (vii) the fees and expenses of the Trustee, including the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, (viii) any fees payable in connection with the rating of the Securities with the ratings agencies, (ix) all fees and expenses (including reasonable fees and expenses of counsel) of the Issuers in connection with approval of the Securities by the clearing systems for “book-entry” transfer, (x) the fees and expenses, if any, incurred in connection with the admission of the Securities for trading on any appropriate market system, including the listing of such Securities on Nasdaq, (xi) the costs and expenses of the Company, Baker Hughes and the Co-Issuer relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including the costs associated with the dissemination of any electronic road show, provided, however, that 50% of the cost of any aircraft chartered in connection with the road show shall be paid by the Underwriters and (xii) all other costs and expenses incident to the performance of the obligations of the Company, Baker Hughes and the Co-Issuer hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section and Section 7 entitled “Indemnity and Contribution” and the last paragraph of Section 9 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel.
- Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
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- Indemnity and Contribution. (a) Each of the Company, Baker Hughes and the Co-Issuer agrees to indemnify and hold harmless (i) each Underwriter, (ii) the directors, officers, employees and agents of each Underwriter, (iii) each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and (iv) each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act (collectively, the “Underwriter Indemnitees”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any Preliminary Prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectus or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any of the Underwriters consists of the information described as such in Section 7(b) hereof. Each of the Company, Baker Hughes and the Co-Issuer agrees and confirms that references to “affiliates” of any Underwriter that appear in this Agreement shall, with respect to Morgan Stanley & Co. International plc, be understood to include Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the directors of the Company, the officers of the Company who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any Preliminary Prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show, or the Prospectus or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration
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Statement, any Preliminary Prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show or the Prospectus or any amendment or supplement thereto. Each of the Company, Baker Hughes and the Co-Issuer hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Preliminary Prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show or the Prospectus or any amendment or supplement thereto are the following statements set forth in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto: the first two sentences of the first paragraph under the caption “Underwriting—Discounts”, the seventh sentence of the first paragraph under the caption “Underwriting—New Issues of Notes” and the first and second paragraphs under the heading “Underwriting—Short Positions and Penalty Bids”.
(c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 7(a) or 7(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Underwriter Indemnitees and (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Underwriter Indemnitees, such firm shall be designated in writing by the Representatives. In the case of any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to
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indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this Section 7(c), the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (A) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such indemnified party, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statements to or any admission of fault, culpability or failure to act by or on behalf of any indemnified party.
(d) To the extent the indemnification provided for in Section 7(a) or 7(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such Section, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand from the offering of the Securities or (ii) if the allocation provided by clause 7(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 7(d)(i) above but also the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, Baker Hughes and the Co-Issuer on the one hand and the Underwriters on the other hand in connection with the offering and sale of the Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Securities (before deducting expenses) received by the Issuers and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate public offering price of the Securities. The relative fault of the Company, Baker Hughes and the Co-Issuer on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, Baker Hughes and the Co-Issuer, on the one hand, or by the Underwriters, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Each of the Company’s, Baker Hughes’ and the Co-Issuer’s obligations to contribute pursuant to this Section 7(d) are joint and several. The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion to the respective number of Securities they have purchased hereunder, and not joint.
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(e) The Company, Baker Hughes, the Co-Issuer and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 7(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 7(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.
(f) The indemnity and contribution provisions contained in this Section 7 and the representations, warranties and other statements of the Company, Baker Hughes and the Co-Issuer contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter Indemnitee, the Company, Baker Hughes, the Co-Issuer or any person controlling any of the Company, Baker Hughes and the Co-Issuer and its respective officers or directors and (iii) acceptance of and payment for any of the Securities.
(g) For purposes of this Section 7, the parties agree that any loss incurred by an Underwriter as a result of any judgment or order being given or made for any amount due hereunder and such judgment or order being expressed and paid in a currency (the “Judgment Currency”) other than euros and as a result of any variation as between i) the rate of exchange at which the euro amount is converted into Judgment Currency for the purpose of such judgment or order, and ii) the rate of exchange at which such Underwriter is able to purchase euros on the business day following actual receipt by such Underwriter of any sum adjudged or ordered to be so due in the Judgment Currency with the amount of the Judgment Currency actually received by such Underwriter shall constitute indemnifiable losses pursuant to this section. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with purchase or, or conversion into, the relevant currency.
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Termination. The Underwriters may terminate this Agreement by notice given by you to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any securities of the Company, Baker Hughes or the Co-Issuer shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States, or with respect to the clearing systems in Europe, shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus.
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.
If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportion to the aggregate principal amounts of such Securities set forth opposite their respective names on Schedule I bears to the aggregate principal amount of such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Securities and the aggregate principal amount of such Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Sections 5, 7, 15 and 16 shall at all times be effective and shall survive such termination. In any such case, either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, to Registration Statement, the Prospectus or the Time of Sale Prospectus (or any amendment or supplement thereto) or any other documents or arrangements may be effected.
As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 9. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
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If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company, Baker Hughes or the Co-Issuer to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company, Baker Hughes or the Co-Issuer shall be unable to perform its respective obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
- Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
For purposes of this Section 10, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
11. Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Securities, represents the entire agreement between the Company, Baker Hughes and the Co-Issuer, on the one hand, and the Underwriters, on the other, with respect to the preparation of any Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering and the purchase and sale of the Securities.
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(b) Each of the Company, Baker Hughes and the Co-Issuer acknowledges that in connection with the offering of the Securities: (i) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company, Baker Hughes, the Co-Issuer or any other person, (ii) the Underwriters owe the Company, Baker Hughes and the Co-Issuer only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company, Baker Hughes and the Co-Issuer. Each of the Company, Baker Hughes and the Co-Issuer waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering and sale of the Securities.
Counterparts. This Agreement may be signed in two or more counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability to the fullest extent permitted by applicable law as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Underwriter pursuant to Section 9 hereof, and to the benefit of the affiliates, directors, officers, employees, agents and controlling persons referred to in Section 7, and in each case their respective successors, and no other person will have any right or obligation hereunder. The term “successors” shall not include any purchaser of the Securities as such from any of the Underwriters merely by reason of such purchase.
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.
Applicable Law. This Agreement, and any claim, controversy or dispute arising under or related to this Agreement, shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to its conflicts of laws principles.
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Waiver of Jury Trial. THE UNDERWRITERS, ON THE ONE HAND, AND THE COMPANY, BAKER HUGHES AND THE CO-ISSUER (EACH ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE STOCKHOLDERS), ON THE OTHER HAND, WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.
GeneralProvisions. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, Baker Hughes, the Co-Issuer, their affairs and their businesses in order to assure that adequate disclosure has been made in the Registration Statement, the Time of Sale Prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act.
*Notices.*All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to the Representatives c/o Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282, United States; Attention: Registration Department (fax: (212) 902-9316; email: registration-syndops@ny.email.gs.com); c/o Morgan Stanley & Co. International plc, 25 Cabot Square, Canary Warf, London E14 4QA, United Kingdom; Attention: Head of Transaction Management Group, Global Capital Markets (telephone: +44 207 677 0582; fax: +44 207 056 4984); c/o Citigroup Global Markets Limited, Citigroup Centre, Canada Square, Canary Warf, London E14 5LB, United Kingdom; Attention: Debt Syndicate Desk (telephone: +44 207 986 4000); c/o Deutsche Bank AG, London Branch, 21 Moorfields, London EC2Y 9DB, United Kingdom; Attention: DCM Debt Syndicate (telephone: +44 207 545 4361); and c/o J.P. Morgan Securities plc, 25 Bank Street, Canary Warf, London E14 5JP, United Kingdom; Attention: Head of International Syndicate (email: emea_syndicate@jpmorgan.com) and, if to the Company, Baker Hughes or the Co-Issuer, shall be delivered, mailed or sent to Baker Hughes Company, 575 N. Dairy Ashford Rd., Suite 100, Houston, Texas 77079, United States; Attention: Chief Legal Officer.
Acknowledgement and Consent to Bail-in of UK and EEA Financial Institutions. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements or understanding between the Underwriters and the Company, Baker Hughes and the Co-Issuer, each of the Company, Baker Hughes and the Co-Issuer acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts and agrees to be bound by:
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(a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of each Underwriter to the Company, Baker Hughes and the Co-Issuer under this Agreement, which (without limitation) may include and result in any of the following, or some combination thereof:
(i) the reduction of all, or a portion, of such BRRD Liability or outstanding amount due thereon;
(ii) the conversion of all, or a portion, of such BRRD Liability into shares, other securities or other obligations of each Underwriter or another person (and the issue to or conferral on the Company, Baker Hughes and the Co-Issuer of such shares, securities or obligations);
(iii) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and
(iv) the cancellation of such BRRD Liability;
(b) the variation of any term of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.
For purposes of this Section 20, the following definitions apply:
“Bail-in Legislation” means in relation to the UK and a member state of the European Economic Area that has implemented, or that at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.
“Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.
“BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
“BRRD Liability” means a liability in respect of which the relevant Write-down and Conversion Powers in the applicable Bain-in Legislation may be exercised.
“EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/.
31
“Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to each Underwriter.
Agreement AmongUnderwriters. The execution of this Agreement by each Underwriter constitutes the acceptance of each Underwriter of the ICMA Agreement Among Managers Version 1/New York Schedule, subject to any amendment notified to the Underwriters in writing at any time prior to the execution of this Agreement. References therein to the “Managers” shall be deemed to refer to the Underwriters, references to “Lead Managers” shall be deemed to refer to the Representatives, references to “Settlement Lead Manager” shall be deemed to refer to Morgan Stanley & Co. International plc and “Subscription Agreement” means the Underwriting Agreement. As applicable to the Underwriters, Clause 3 of the ICMA Agreement Among Managers Version 1/New York Schedule shall be deemed to be deleted in its entirety and replaced with Section 9 of this Agreement.
Stabilization. The Company, Baker Hughes and the Co-Issuer hereby authorize Morgan Stanley & Co. International plc as the “Stabilizing Manager” to make adequate public disclosure regarding stabilization of the information required in relation to such stabilization by Commission Regulation (EC) 2273/2003 of the Commission of the European Communities. The Stabilizing Manager for its own account may, to the extent permitted by applicable laws and directives, over-allot and effect transactions with a view to supporting the market price of the Securities at a level higher than that which might otherwise prevail, but in doing so the Stabilizing Manager shall act as principal and not as agent of Company, Baker Hughes or the Co-Issuer and any loss resulting from overallotment and stabilization shall be borne, and any profit arising therefrom shall be beneficially retained, by the Stabilizing Manager. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake any stabilization action. Nothing contained in this paragraph shall be construed so as to require the Company and the Co-Issuer to issue in excess of the aggregate principal amount of Securities specified in Schedule I hereto. Such stabilization, if commenced, may be discontinued at any time and shall be conducted by the Stabilizing Manager in accordance with all applicable laws and directives.
Commissionaire Account Third Party Rights. The Settlement Lead Manager or such other representative as the Underwriters may agree to settle the Securities (the “Settlement Bank”) acknowledges that the Securities will initially be credited to an account (the “Commissionaire Account”) for the benefit of the Settlement Bank the terms of which include a third-party beneficiary clause (‘stipulation pour autrui’) with the Company as the third-party beneficiary and provide that such Securities are to be delivered to others only against payment of the purchase price set forth in Schedule I hereto into the Commissionaire Account on a delivery against payment basis. The Settlement Bank acknowledges that (i) the Securities shall be held to the order of the Company as set out above and (ii) the purchase price set forth in Schedule I hereto for the Securities received in the Commissionaire Account will be held on behalf of the Company until such time as they are transferred to the Company’s order. The Settlement Bank undertakes that the purchase price set forth in Schedule I hereto will be transferred to the Company’s order promptly following receipt of such monies in the Commissionaire Account. The Company acknowledges and accepts the benefit of the third-party beneficiary clause (‘stipulation pour autrui’) pursuant to the Belgian or Luxembourg Civil Code, as applicable, in respect of the Commissionaire Account.
32
- Product Governance Rules (U.K.). Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “U.K. MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules:
(a) each of Goldman Sachs & Co. LLC, Morgan Stanley & Co. International plc, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, J.P. Morgan Securities plc and HSBC Bank plc (each a “U.K. Manufacturer” and together the **** “U.K. Manufacturers”) acknowledges that it understands the responsibilities conferred upon it under the U.K. MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Prospectus and announcements in connection with the Securities; and
(b) the other Underwriters (other than those subject to the U.K. MiFIR Product Governance Rules), the Company, Baker Hughes and the Co-Issuer note the application of the U.K. MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Notes by the U.K. Manufacturers and the related information set out in the Prospectus and announcements in connection with the Securities.
- Product Governance Rules (EU). Solely for the purposes of the requirements of Article 9 of the MiFID Product Governance rules under EU Delegated Directive 2017/593 as implemented into the laws of the relevant member state (the “EU Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the EU Product Governance Rules:
(a) each of Goldman Sachs & Co. LLC and Deutsche Bank AG, London Branch (an “EU Manufacturer”) acknowledges that it understands the responsibilities conferred upon it under the EU Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Prospectus in connection with the Securities; and
(b) each of the Company and the other Underwriters (other than those subject to the EU Product Governance Rules) and the Company note the application of the EU Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the EU Manufacturers and the related information set out in the Prospectus and announcements in connection with the Securities.
[Signature pages follow]
33
| Very truly yours,<br> <br><br><br><br>BAKER HUGHES HOLDINGS LLC | |
|---|---|
| By: | /s/ Daniel Horton |
| Name: Daniel Horton | |
| Title: VP, Treasurer | |
| BAKER HUGHES CO-OBLIGOR, INC. | |
| By: | /s/ Benjamin Leibman |
| Name: Benjamin Leibman | |
| Title: Vice President | |
| BAKER HUGHES COMPANY, as guarantor | |
| By: | /s/ Daniel Horton |
| Name: Daniel Horton | |
| Title: VP, Treasurer |
[Signature Page toUnderwriting Agreement]
The foregoing Agreement is hereby confirmed and accepted by the Representatives as of the date first above written.
GOLDMAN SACHS & CO. LLC
MORGAN STANLEY & CO. INTERNATIONAL PLC
CITIGROUP GLOBAL MARKETS LIMITED
DEUTSCHE BANK AG, LONDON BRANCH
J.P. MORGAN SECURITIES PLC
Acting as Representatives of the
several Underwriters named in
the attached Schedule I.
| Goldman Sachs & Co. LLC | |
|---|---|
| By: | /s/ Kevin Dirkse |
| Name: Kevin Dirkse | |
| Title: Managing Director | |
| Morgan Stanley & Co. International plc | |
| By: | /s/ Kathryn McArdle |
| Name: Kathryn McArdle | |
| Title: Executive Director | |
| Citigroup Global Markets Limited | |
| By: | /s/ Paula Clarke |
| Name: Paula Clarke | |
| Title: Delegated Signatory | |
| Deutsche Bank AG, London Branch | |
| By: | /s/ Ben Smilchensky |
| Name: Ben Smilchensky | |
| Title: Managing Director | |
| By: | /s/ Ryan Montgomery |
| Name: Ryan Montgomery | |
| Title: Managing Director |
[Signature Page toUnderwriting Agreement]
J.P. Morgan Securities plc
| By: | /s/ Robert Chambers |
|---|---|
| Name: Robert Chambers | |
| Title: Executive Director |
[Signature Page toUnderwriting Agreement]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
| Merrill Lynch International | |
|---|---|
| By: | /s/ Angus Reynolds |
| Name: Angus Reynolds | |
| Title: Managing Director |
[Signature Page toUnderwriting Agreement]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
| Barclays Bank PLC | |
|---|---|
| By: | /s/ Janeeb Binning |
| Name: Janeeb Binning | |
| Title: Authorised Signatory |
[Signature Page toUnderwriting Agreement]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
| HSBC Bank plc | |
|---|---|
| By: | /s/ A Kramer |
| Name: A Kramer | |
| Title: Senior Legal Counsel |
[Signature Page toUnderwriting Agreement]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
| MUFG Securities EMEA Plc | |
|---|---|
| By: | /s/ Trevor Kemp |
| Name: Trevor Kemp | |
| Title: Authorised Signatory |
[Signature Page toUnderwriting Agreement]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
| UniCredit Bank GmbH | |
|---|---|
| By: | /s/ Isaac Alonso |
| Name: Isaac Alonso | |
| Title: MD, DCM | |
| By: | /s/ David Quiles |
| Name: David Quiles | |
| Title: DCM Origination |
[Signature Page toUnderwriting Agreement]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
| BNP PARIBAS | |
|---|---|
| By: | /s/ Richard Murphy |
| Name: Richard Murphy | |
| Title: Managing Director | |
| By: | /s/ Pasquale A. Perraglia IV |
| Name: Pasquale A. Perraglia IV | |
| Title: Managing Director |
[Signature Page toUnderwriting Agreement]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
| Société Générale | |
|---|---|
| By: | /s/ Sabina Ceddia |
| Name: Sabina Ceddia | |
| Title: Director |
[Signature Page toUnderwriting Agreement]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
| Standard Chartered Bank | |
|---|---|
| By: | /s/ Patrick Dupont-Liot |
| Name: Patrick Dupont-Liot | |
| Title: Managing Director, Debt Capital Markets |
[Signature Page toUnderwriting Agreement]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
| Intesa Sanpaolo IMI Securities Corp. | |
|---|---|
| By: | /s/ Jon Basagoiti |
| Name: Jon Basagoiti | |
| Title: Head of Debt Capital Markets – Americas, Managing Director |
[Signature Page toUnderwriting Agreement]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
| RBC Europe Limited | |
|---|---|
| By: | /s/ Ivan Browne |
| Name: Ivan Browne | |
| Title: Authorised Signatory |
[Signature Page toUnderwriting Agreement]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
| Banco Bilbao Vizcaya Argentaria, S.A. | |
|---|---|
| By: | /s/ Alvaro Solis |
| Name: Alvaro Solis | |
| Title: Managing Director DCM | |
| By: | /s/ Nicolas Vucekovic |
| Name: Nicolas Vucekovic | |
| Title: Executive Director DCM |
[Signature Page toUnderwriting Agreement]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
| Academy Securities, Inc. | |
|---|---|
| By: | /s/ Michael Boyd |
| Name: Michael Boyd | |
| Title: Chief Compliance Officer |
[Signature Page toUnderwriting Agreement]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
| Siebert Williams Shank & Co., LLC | |
|---|---|
| By: | /s/ Kyle Mahony |
| Name: Kyle Mahony | |
| Title: Senior Vice President |
[Signature Page toUnderwriting Agreement]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
| The Standard Bank of South Africa Limited | |
|---|---|
| By: | /s/ Javier Penino Vinas |
| Name: Javier Penino Vinas | |
| Title: Executive |
[Signature Page toUnderwriting Agreement]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
| Loop Capital Markets LLC | |
|---|---|
| By: | /s/ Omar F. Zaman |
| Name: Omar F. Zaman | |
| Title: Managing Director |
[Signature Page toUnderwriting Agreement]
SCHEDULE I
| Underwriter | AggregatePrincipalAmountof 2030Notes to bePurchased | AggregatePrincipalAmount of2034 Notesto bePurchased | AggregatePrincipalAmountof 2038Notes to bePurchased | AggregatePrincipalAmountof 2046Notes to bePurchased | ||||
|---|---|---|---|---|---|---|---|---|
| Goldman Sachs & Co. LLC | € | 199,980,000 | € | 299,970,000 | € | 249,975,000 | € | 249,975,000 |
| Morgan Stanley & Co. International plc | 199,980,000 | 299,970,000 | 249,975,000 | 249,975,000 | ||||
| Citigroup Global Markets Limited | 31,800,000 | 47,700,000 | 39,750,000 | 39,750,000 | ||||
| Deutsche Bank AG, London Branch | 31,800,000 | 47,700,000 | 39,750,000 | 39,750,000 | ||||
| J.P. Morgan Securities plc | 31,800,000 | 47,700,000 | 39,750,000 | 39,750,000 | ||||
| Merrill Lynch International | 10,860,000 | 16,290,000 | 13,575,000 | 13,575,000 | ||||
| Barclays Bank PLC | 10,860,000 | 16,290,000 | 13,575,000 | 13,575,000 | ||||
| HSBC Bank plc | 10,860,000 | 16,290,000 | 13,575,000 | 13,575,000 | ||||
| MUFG Securities EMEA plc | 10,860,000 | 16,290,000 | 13,575,000 | 13,575,000 | ||||
| UniCredit Bank GmbH | 10,860,000 | 16,290,000 | 13,575,000 | 13,575,000 | ||||
| BNP PARIBAS | 8,040,000 | 12,060,000 | 10,050,000 | 10,050,000 | ||||
| Société Générale | 8,040,000 | 12,060,000 | 10,050,000 | 10,050,000 | ||||
| Standard Chartered Bank | 8,040,000 | 12,060,000 | 10,050,000 | 10,050,000 | ||||
| Intesa Sanpaolo IMI Securities Corp. | 4,860,000 | 7,290,000 | 6,075,000 | 6,075,000 | ||||
| RBC Europe Limited | 4,860,000 | 7,290,000 | 6,075,000 | 6,075,000 | ||||
| Banco Bilbao Vizcaya Argentaria, S.A. | 3,300,000 | 4,950,000 | 4,125,000 | 4,125,000 | ||||
| Academy Securities, Inc. | 3,300,000 | 4,950,000 | 4,125,000 | 4,125,000 | ||||
| Siebert Williams Shank & Co., LLC | 3,300,000 | 4,950,000 | 4,125,000 | 4,125,000 | ||||
| The Standard Bank of South Africa Limited | 3,300,000 | 4,950,000 | 4,125,000 | 4,125,000 | ||||
| Loop Capital Markets LLC | 3,300,000 | 4,950,000 | 4,125,000 | 4,125,000 | ||||
| Total: | € | 600,000,000 | € | 900,000,000 | € | 750,000,000 | € | 750,000,000 |
I-1
SCHEDULE II
Time of Sale Prospectus
| 1. | Preliminary Prospectus issued March 4, 2026. |
|---|---|
| 2. | Pricing Term Sheet containing the terms of the Securities, substantially in the form of Exhibit A hereto.<br> |
| --- | --- |
II-1
SCHEDULE III
Free Writing Prospectus
- Pricing Term Sheet containing the terms of the Securities, substantially in the form of Exhibit A hereto.
III-1
EXHIBIT A
Form of Pricing Term Sheet
A-1
Filed Pursuant to Rule 433
Registration No. 333-275865
March 5, 2026
Baker HughesHoldings LLC
Baker Hughes Co-Obligor, Inc.
Pricing Term Sheet
€600,000,000 3.226% Senior Notes due 2030
€900,000,000 3.812% Senior Notes due 2034
€750,000,000 4.193% Senior Notes due 2038
€750,000,000 4.737% Senior Notes due 2046
The information in this pricing term sheet supplements Baker Hughes Holdings LLC and Baker Hughes Co-Obligor,Inc.’s preliminary prospectus supplement dated March 4, 2026 (the “Preliminary Prospectus Supplement”), and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information inthe Preliminary Prospectus Supplement. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus Supplement.
| Issuers: | Baker Hughes Holdings LLC <br>Baker Hughes Co-Obligor, Inc. | |
|---|---|---|
| Guarantor: | The notes will be fully and unconditionally guaranteed by Baker Hughes Company, the sole indirect parent of the Issuers. | |
| Title of Securities: | 3.226% Senior Notes due 2030 (the “2030 Notes”)<br><br><br>3.812% Senior Notes due 2034 (the “2034 Notes”)<br><br><br>4.193% Senior Notes due 2038 (the “2038 Notes”)<br><br><br>4.737% Senior Notes due 2046 (the “2046 Notes”) | |
| Listing: | Issuers intend to apply to list the securities offered hereby on the Nasdaq Bond Exchange | |
| Anticipated Ratings (Moody’s / S&P)*: | A3 / A | |
| Trade Date: | March 5, 2026 | |
| Settlement Date**: | March 11, 2026 (T+4) | |
| Security Type: | SEC Registered | |
| Maturity Date: | March 11, 2030 for the 2030 Notes<br><br><br>March 11, 2034 for the 2034 Notes<br> <br>March 11, 2038 for<br>the 2038 Notes<br> <br>March 11, 2046 for the 2046 Notes | |
| Principal Amount: | €600,000,000 for the 2030 Notes<br><br><br>€900,000,000 for the 2034 Notes<br> <br>€750,000,000 for the<br>2038 Notes<br> <br>€750,000,000 for the 2046 Notes | |
| --- | --- | |
| Coupon: | 3.226% for the 2030 Notes<br> <br>3.812% for the 2034<br>Notes<br> <br>4.193% for the 2038 Notes<br> <br>4.737% for the 2046<br>Notes | |
| Interest Payment Date: | Annually on March 11 of each year, beginning March 11, 2027 | |
| Benchmark Bund: | OBL 2.500% due October 11, 2029 for the 2030 Notes<br><br><br>DBR 2.200% due February 15, 2034 for the 2034 Notes<br> <br>DBR<br>4.000% due January 4, 2037 for the 2038 Notes<br> <br>DBR 2.500% due July 4, 2044 for the 2046 Notes | |
| Benchmark Bund Price and Yield: | 100.420; 2.375% for the 2030 Notes<br> <br>96.320;<br>2.721% for the 2034 Notes<br> <br>109.960; 2.913% for the 2038 Notes<br><br><br>89.130; 3.299% for the 2046 Notes | |
| Spread to Benchmark Bund: | 85.1 bps for the 2030 Notes<br> <br>109.1 bps for the<br>2034 Notes<br> <br>128.0 bps for the 2038 Notes<br> <br>143.8 bps for the<br>2046 Notes | |
| Yield to Maturity: | 3.226% for the 2030 Notes<br> <br>3.812% for the 2034<br>Notes<br> <br>4.193% for the 2038 Notes<br> <br>4.737% for the 2046<br>Notes | |
| Public Offering Price: | 100.000% of the principal amount for the 2030 Notes<br><br><br>100.000% of the principal amount for the 2034 Notes<br> <br>100.000% of<br>the principal amount for the 2038 Notes<br> <br>100.000% of the principal amount for the 2046 Notes | |
| Aggregate Net Proceeds (after the underwriting discounts but before expenses): | €2,982,975,000 | |
| Optional Redemption: | Redeemable at any time at a redemption price equal to:<br><br><br>(x) if the redemption date is prior to the applicable “Par Call Date” (as set out in<br>the table below), the greater of<br> <br><br><br><br>(i) 100% of the principal amount of the applicable series of notes; or<br><br><br><br> <br>(ii) the sum of the present values<br>of the remaining scheduled payments of principal and interest thereon that would be due if such notes matured on the applicable Par Call Date from the redemption date to the applicable Par Call Date (exclusive of any accrued interest) discounted to<br>the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate plus the applicable Redemption Spread (as set out in the table below); or | |
| --- | --- | |
| (y) if the redemption date is on or after the applicable Par Call<br>Date, 100% of the principal amount of applicable series of notes, plus, in each<br>case, any interest accrued but not paid to the date of redemption (subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date). | ||
| --- | --- | --- |
| Series<br>2030 Notes<br>2034 Notes<br>2038 Notes<br>2046 Notes | Redemption Spread<br><br><br>15 basis points<br><br><br>20 basis points<br><br><br>20 basis points<br><br><br>25 basis points | |
| Redemption for Tax Reasons: | The Issuers may redeem any series of the Notes, in whole, but not in part, in the event of certain changes in the tax laws of the United States that would require them to pay additional amounts as described in<br>“Description of the Notes—Payment of Additional Amounts” in the Preliminary Prospectus Supplement. The redemption price would be equal to 100% of the principal amount of the notes, together with accrued and unpaid interest<br>on the notes to be redeemed to the date of redemption. | |
| Denominations: | 100,000 and integral multiples of 1,000 in excess thereof | |
| Day Count Convention: | Actual/Actual (ICMA) | |
| Special Mandatory Redemption: | If (i) Chart Merger is not consummated on or before the later of (x) July 28, 2026 and (y) the date that is five business days after the Outside Date (as defined in the Merger Agreement), (ii) prior<br>to the Outside Date, the Merger Agreement is terminated or (iii) the BHH LLC notifies the Trustee under the indenture that Baker Hughes will not pursue consummation of the Chart Merger, then BHH LLC will be required to redeem all the notes, at<br>a redemption price equal to 101% of the aggregate principal amount of the notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date. | |
| CUSIP / ISIN / Common Code: | 2030 Notes: 05724BAE9 / XS3303589983 / 330358998<br> 2034 Notes: 05724BAF6 / XS3303590056 /330359005<br> 2038 Notes: 05724BAG4 / XS3303590130 /330359013<br> 2046 Notes: 05724BAH2 / XS3303590213 /330359021 |
All values are in Euros.
| Joint Global Coordinators and Joint Book-Running Managers: | Goldman Sachs & Co. LLC<br> <br>Morgan<br>Stanley & Co. International plc |
|---|---|
| Joint Book-Running Managers: | Citigroup Global Markets Limited<br> <br>Deutsche Bank<br>AG, London Branch<br> <br>J.P. Morgan Securities plc |
| Passive Book-Running Managers: | Merrill Lynch International<br> <br>Barclays Bank<br>PLC<br> <br>HSBC Bank plc<br> <br>MUFG Securities EMEA plc<br><br><br>UniCredit Bank GmbH |
| Senior Co-Managers: | BNP Paribas Securities Corp.<br><br><br>Société Générale<br> <br>Standard Chartered<br>Bank |
| Co-Managers: | Intesa Sanpaolo IMI Securities Corp.<br> <br>RBC Europe<br>Limited<br> <br>Banco Bilbao Vizcaya Argentaria, S.A.<br> <br>Academy<br>Securities, Inc.<br> <br>Siebert Williams Shank & Co., LLC<br><br><br>The Standard Bank of South Africa Limited<br> <br>Loop Capital Markets<br>LLC |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to<br>revision or withdrawal at any time. |
| --- | --- |
| ** | The issuers expect that delivery of the notes will be made to investors on March 11, 2026, which will be<br>the fourth business day following the date hereof (such settlement being referred to as “T+4”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in<br>one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the initial trade date of the notes will be required, by virtue of the fact that the notes initially will settle<br>in T+4, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement and should consult their advisors. |
| --- | --- |
The issuers have filed a registration statement (including a preliminary prospectus supplement and a prospectus) and a prospectus supplement with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuers’ prospectus in that registration statement and any other documents the issuers have filed with the SEC for more complete information about the issuers and this offering. You may get these documents for free by searching the SEC online data base (EDGAR) on the SEC web site at http://www.sec.gov. Alternatively, the issuers, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling (i) Goldman Sachs & Co. LLC at 1-866-471-2526, (ii) Morgan Stanley & Co. International plc at 1-866-718-1649, (iii) Citigroup Global Markets Limited at 1-800-831-9146, (iv) Deutsche Bank AG, London Branch at 1-800-503-4611 or (v) J.P. Morgan Securities plc (for non-U.S. investors) at 44 207 134 2468 or J.P. Morgan Securities LLC (for U.S. investors) at 1-212-834-4533.
The notes will be represented by beneficial interests in fully registered permanent global notes (the “international global notes”) without interest coupons attached, which will be registered in the name of, and shall be deposited on or about March 11, 2026 with a common depositary for, and in respect of interests held through, Clearstream Banking, société anonyme (“Clearstream”) and Euroclear Bank, S.A./N.V., as operator of the Euroclear System (“Euroclear”). Any notes represented by global notes held by a nominee of Clearstream or Euroclear will be subject to the then applicable procedures of Clearstream and Euroclear, as applicable. Clearstream and Euroclear’s current practice is to make payments in respect of global notes to participants of record that hold an interest in the relevant global notes at the close of business on the date that is the clearing system business day (for these purposes, Monday to Friday inclusive except December 25th and January 1st) immediately preceding each applicable interest payment date.
This term sheet is not a prospectus for the purposes of Regulation (EU) 2017/1129, including the same as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended by the European Union (Withdrawal Agreement) Act 2020.
MiFID II and UK MiFIR – professionals/ECPs-only / No PRIIPs or UK PRIIPs KID – Manufacturer target market (MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in the European Economic Area or the United Kingdom.
The communication of this term sheet and any other document or materials relating to the issue of the notes is not being made, and such documents or materials have not been approved, by an authorized person for the purposes of Section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. This document and such other documents and/or materials are for distribution only to persons who (i) have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (ii) fall within Article 49(2)(a) to (d) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this term sheet and any other document or materials relates will be engaged in only with relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this term sheet or any of its contents.
Relevant stabilization regulations including FCA/ICMA will apply.
The Standard Bank of South Africa Limited and any other non-U.S. registered broker-dealer will not effect any offers or sales of any notes in the United States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of FINRA.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
EX-1.2
Exhibit 1.2
Execution Version ****
BAKER HUGHES HOLDINGS LLC
BAKER HUGHES CO-OBLIGOR, INC.
$500,000,000 4.050% Senior Notes due 2029
$1,250,000,000 4.350% Senior Notes due 2031
$750,000,000 4.650% Senior Notes due 2033
$2,000,000,000 5.000% Senior Notes due 2036
$2,000,000,000 5.850% Senior Notes due 2056
UNDERWRITING AGREEMENT
March 5, 2026
March 5, 2026
GOLDMAN SACHS & CO. LLC
MORGAN STANLEY & CO. LLC
CITIGROUP GLOBAL MARKETS INC.
DEUTSCHE BANK SECURITIES INC.
J.P. MORGAN SECURITIES LLC
As Representatives of the several Underwriters
c/o Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
c/o Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
c/o Deutsche Bank Securities Inc.
1 Columbus Circle
New York, New York 10019
c/o J.P. Morgan Securities LLC
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
Baker Hughes Holdings LLC (formerly known as Baker Hughes, a GE company, LLC), a Delaware limited liability company (“BHH” or the “Company”), and Baker Hughes Co-Obligor, Inc., a Delaware corporation (the “Co-Issuer” and together with the Company, the “Issuers”), propose to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule I of $6,500,000,000 aggregate principal amount of the Issuers’ (i) $500,000,000 4.050% Senior Notes due 2029 (the “2029 Notes”), (ii) $1,250,000,000 4.350% Senior Notes due 2031 (the “2031 Notes”), (iii) $750,000,000 4.650% Senior Notes due 2033 (the “2033 Notes”), (iv) $2,000,000,000 5.000% Senior Notes due 2036 (the “2036 Notes”) and (v) $2,000,000,000 5.850% Senior Notes due 2056 (the “2056 Notes” and, together with the 2029 Notes, the 2031 Notes, the 2033 Notes and the 2036 Notes, the “Notes”). Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes.
The Notes will be issued pursuant to an indenture, dated as of October 28, 2008 (the “Original Indenture”), between the Company (as successor to Baker Hughes Incorporated, a Delaware corporation) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a Second Supplemental Indenture, dated as of July 3, 2017, among the Company, the Co-Issuer and the Trustee (the “Second Supplemental Indenture”), and as further supplemented by a Seventh Supplemental Indenture, dated as of December 31, 2023, among the Company, the Co-Issuer, Baker Hughes Company, a Delaware corporation and the sole parent company of the Issuers (“BakerHughes”) and the Trustee whereby Baker Hughes agreed to guarantee fully and unconditionally all existing indebtedness issued under the Original Indenture, as supplemented from time to time (the “Seventh SupplementalIndenture”). The Original Indenture, as supplemented by the Second Supplemental Indenture and the Seventh Supplemental Indenture is referred to as the “Base Indenture.”
The Notes will be issued pursuant to the Base Indenture, as supplemented by an Eighth Supplemental Indenture, dated as of March 11, 2026, among the Issuers, Baker Hughes and the Trustee (the “Eighth Supplemental Indenture” and the Base Indenture, as supplemented by the Eighth Supplemental Indenture, the “Indenture”), which will be fully and unconditionally guaranteed by Baker Hughes (the “Guarantees” and together with the Notes, the “Securities”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to Blanket Letters of Representations (the “DTC Agreement”) between the Issuers and the Depositary.
Baker Hughes and Tango Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Baker Hughes (“MergerSub”), have entered into an Agreement and Plan of Merger, dated as of June 28, 2025 (as amended, modified or supplemented from time to time, if applicable, to the date hereof, the “Merger Agreement”), with Chart Industries, Inc., a Delaware corporation (“Chart”). The term “Merger Agreement” as used herein shall include all exhibits, schedules, disclosure letters and attachments to such Merger Agreement. The term “Merger” as used herein shall refer to the transactions contemplated by the Merger Agreement.
On December 1, 2023, the Company, Baker Hughes and the Co-Issuer jointly filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (file no. 333-275865), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” The term
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“Prospectus” shall mean the final prospectus supplement relating to the Securities, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) after the date and time that this Agreement is executed (the “Execution Time”) by the parties hereto. The term “Preliminary Prospectus” shall mean any preliminary prospectus supplement relating to the Securities, together with the Base Prospectus, that is first filed with the Commission pursuant to Rule 424(b). All references in this Underwriting Agreement (this “Agreement”) to the Registration Statement, the Preliminary Prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).
For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “Time of Sale Prospectus” means the documents and pricing information set forth in Schedule II hereto, and “broadly available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person. As used herein, the terms “Registration Statement,” “Preliminary Prospectus,” “Time of SaleProspectus” and “Prospectus” shall include the documents, if any, that are or are deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act prior to 4:45 p.m. (New York City time) on March 5, 2026 (the “Initial Sale Time”). The terms “supplement,” “amendment” and “amend” as used herein with respect to the Registration Statement, any Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are deemed to be incorporated by reference therein.
- Representations andWarranties of the Issuers and Baker Hughes. Each of the Company, Baker Hughes and the Co-Issuer, jointly and severally, represents and warrants to and agrees with each of the Underwriters that:
(a) Registration Statement; Prospectuses; Free Writing Prospectuses.
(i) Each of the Company, Baker Hughes and the Co-Issuer meets the requirements for use of Form S-3 under the Securities Act. The Registration Statement has been filed with the Commission not earlier than three years prior to the date hereof and has become effective, no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”).
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(ii) (A) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (B) the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (C) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (D) the Time of Sale Prospectus does not, and at the Initial Sale Time and at the Closing Date (as defined in Section 2(b)), the Time of Sale Prospectus, as then amended or supplemented by the Company, Baker Hughes or the Co-Issuer, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (E) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (F) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph 1(a)(ii) do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any of the Underwriters consists of the information described as such in Section 7(b) hereof.
(iii) None of the Company, Baker Hughes or the Co-Issuer is an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company, Baker Hughes or the Co-Issuer is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company, Baker Hughes or the Co-Issuer has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company, Baker Hughes or the Co-Issuer complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule III hereto, and electronic road shows, if any, each furnished to you before first use, the Company, Baker Hughes and the Co-Issuer have not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.
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(b) The Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company, Baker Hughes and the Co-Issuer.
(c) The Merger Agreement. The Merger Agreement has been duly authorized, executed and delivered by Baker Hughes and the Merger Sub and (assuming due authorization, execution and delivery by Chart) constitutes valid and binding obligations of Baker Hughes and the Merger Sub, enforceable against Baker Hughes and the Merger Sub in accordance with the terms of the Merger Agreement (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies). Baker Hughes is not aware of any breach or development in connection with the Merger Agreement that would reasonably be expected to have a material adverse effect on the consummation of the Merger.
(d) Authorization of the Indenture. The Base Indenture has been duly authorized, executed and delivered by the Company (and, in the case of the Second Supplemental Indenture, the Co-Issuer, and in the case of the Seventh Supplemental Indenture, Baker Hughes and the Co-Issuer) and, assuming the due authorization, execution and delivery thereof by the Trustee, constitutes a valid and binding agreement of the Company, Baker Hughes and the Co-Issuer, as applicable, enforceable against the Company, Baker Hughes and the Co-Issuer, as applicable, in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. The Eighth Supplemental Indenture has been duly authorized by the Company, Baker Hughes and the Co-Issuer and upon the execution and delivery by the Company, Baker Hughes and the Co-Issuer, and upon the due authorization, execution and delivery by the Trustee, the Indenture will constitute a valid and binding agreement of the Company, Baker Hughes and the Co-Issuer, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.
(e) Authorization of the Notes. The Notes to be purchased by the Underwriters from the Issuers are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Issuers, and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Issuers, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and will be entitled to the benefits of the Indenture.
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(f) Authorization of the Guarantees. The Guarantees have been duly authorized by Baker Hughes and, when executed and authenticated in accordance with the terms of the Indenture, will constitute valid and binding obligations of Baker Hughes, enforceable in accordance with their terms and the terms of the Indenture, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and will be entitled to the benefits of the Indenture.
(g) Description of the Securities and the Indenture. The Securities and the Indenture conform in all material respects to the descriptions thereof contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus.
(h) Accuracy of Statements in Offering Documents. The statements in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions (i) “Summary—Baker Hughes Company”, (ii) “Summary—Baker Hughes Holdings LLC and Baker Hughes Co-Obligor,Inc.”, (iii) “Material U.S. Federal Income Tax Consequences”, (iv) “Indemnification of Directors and Officers”, (v) “Description of Subsidiary Debt Securities”, “Descriptionof Parent Guarantees” and “Description of the Notes” and (vi) “Related Party Transactions” of Baker Hughes’ Form 10-K filed with the Commission on February 5, 2026, in each case insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein.
(i) No Material Adverse Change. Except as otherwise disclosed in the Time of Sale Prospectus, subsequent to the respective dates as of which information is given in the Time of Sale Prospectus, (i) neither Baker Hughes nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree and (ii) there has been no material adverse change, or any development that could reasonably be expected to (A) result in a material adverse change, in the condition, financial or otherwise, or in the earnings, management, business, properties, results of operations or prospects, whether or not arising from transactions in the ordinary course of business, of Baker Hughes and its subsidiaries, considered as one entity or (B) impair, in any material respect, the ability of each of the Company, Baker Hughes and the Co-Issuer to perform its respective obligations under this Agreement, the Indenture or the Securities, as applicable, and to consummate the transactions contemplated hereby or thereby, by the Time of Sale Prospectus or by the Prospectus (any such change is called a “BKR Material Adverse Change”). There are no BKR Actions (as defined in Section 1(m)) that are required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus that are not so described; and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required.
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(j) Independent Accountants of Baker Hughes. KPMG LLP, who have expressed their opinion with respect to the Baker Hughes’ audited financial statements for the fiscal years ended December 31, 2023, December 31, 2024 and December 31, 2025 incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus, are independent public accountants with respect to Baker Hughes, as required by the Exchange Act and are an independent registered public accounting firm with the Public Company Accounting Oversight Board.
(k) Independent Accountants of Chart. To the knowledge of Baker Hughes, Deloitte & Touche LLP, who have expressed their opinion with respect to Chart’s audited financial statements for the fiscal years ended December 31, 2023, December 31, 2024 and December 31, 2025 included in the Registration Statement, the Time of Sale Prospectus and the Prospectus, are independent public accountants with respect to Chart, as required by the Exchange Act and are an independent registered public accounting firm with the Public Company Accounting Oversight Board.
(l) Preparation of the Financial Statements of Baker Hughes. The historical financial statements together with the related notes thereto incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus comply in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, the consolidated financial position of Baker Hughes and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in each of the in the Registration Statement, the Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.
(m) Formation and Good Standing of Baker Hughesand its Subsidiaries. Baker Hughes and each of Baker Hughes’ significant subsidiaries (as defined in Rule 1-02(10) of Regulation S-X) (each, a “BKRSignificant Subsidiary”) has been duly incorporated or formed, as the case may be, and is validly existing as a corporation, limited liability company or limited partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation and has corporate, limited liability company or limited partnership power and authority to own or lease, as
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the case may be, and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and, in the case of each of the Company, Baker Hughes and the Co-Issuer, to enter into and perform its respective obligations under this Agreement, the Indenture and the Securities, as applicable. Baker Hughes and each BKR Significant Subsidiary is duly qualified as a foreign corporation, limited liability company or limited partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing could not, individually or in the aggregate, reasonably be expected to result in a BKR Material Adverse Change. All of the issued and outstanding shares of capital stock, limited liability company interests or partnership interests, as the case may be, of each BKR Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by Baker Hughes, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim.
(n) Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock (including limited liability company interests) of Baker Hughes are as set forth or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus.
(o) Non-Contravention of Existing Instruments; No Further Authorizations orApprovals Required. None of the Company, Baker Hughes, the Co-Issuer or any BKR Significant Subsidiary is (i) in violation or in default (or, with the giving of notice or lapse of time or both, would be in default) (“Default”) under its charter, by-laws, operating agreement or similar organizational documents, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which Baker Hughes or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the property or assets of Baker Hughes or any of its subsidiaries is subject (each, an “Existing Instrument”) or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over Baker Hughes or any of its subsidiaries or any of its or their properties, as applicable, except, with respect to clauses (ii) and (iii) only, for such Defaults or violations as could not, individually or in the aggregate, reasonably be expected to result in a BKR Material Adverse Change. Each of the Issuers’ and Baker Hughes’ execution, delivery and performance of this Agreement and the Indenture, the issuance and sale of the Securities, as applicable, and compliance by each of the Issuers and Baker Hughes with the terms thereof and the consummation of the transactions contemplated hereby, by the Indenture, by the Registration Statement, by the Time of Sale Prospectus and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter, by-laws, operating agreement or similar organizational documents of Baker Hughes or any of its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a BKR Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien,
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charge or encumbrance upon any property or assets of Baker Hughes or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to Baker Hughes or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over Baker Hughes or any of its subsidiaries or any of its or their properties, except, with respect to clauses (ii) and (iii) only, for such Defaults, BKR Debt Repayment Triggering Events or violations that, individually or in the aggregate, could not reasonably be expected to result in a BKR Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Issuers’ or Baker Hughes’ execution, delivery and performance of this Agreement or the Indenture or consummation of the transactions contemplated hereby or thereby, by the Time of Sale Prospectus or by the Prospectus, except (i) the registration of the Securities under the Securities Act, (ii) such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Securities and (iii) as have been obtained or made by the Issuers or Baker Hughes and except where the failure to so obtain or make, individually or in the aggregate, could not reasonably be expected to result in a BKR Material Adverse Change. As used herein, a “BKR Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by Baker Hughes or any of its subsidiaries, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by Baker Hughes or any of its subsidiaries.
(p) No Material Actions or Proceedings. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the knowledge of Baker Hughes, threatened (i) against or affecting Baker Hughes or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, Baker Hughes or any of its subsidiaries or (iii) relating to environmental or discrimination matters related to Baker Hughes or its subsidiaries, where any such action, suit or proceeding, if determined adversely, could, individually or in the aggregate, reasonably be expected to result in a BKR Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement (any such action, suit or proceeding contemplated by the foregoing clauses (i), (ii) or (iii), a “BKR Action”).
(q) Labor Matters. No material dispute with the employees of Baker Hughes or any of its subsidiaries exists or, to the knowledge of Baker Hughes, is contemplated or threatened, and Baker Hughes is not aware of any existing or imminent labor disturbance by the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, that could, individually or in the aggregate, result in a BKR Material Adverse Change.
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(r) Intellectual Property Rights. Except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, to the knowledge of Baker Hughes, Baker Hughes or its subsidiaries own or possess a valid right to use all patents, trademarks, service marks, trade names, copyrights, patentable inventions, trade secret, know-how and other intellectual property (collectively, the “Intellectual Property”) used by Baker Hughes or its subsidiaries in, and material to, the conduct of Baker Hughes’ and its subsidiaries’ business as now conducted or as proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted. Except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as could not, individually or in the aggregate result in a BKR Material Adverse Change, there is no infringement by third parties of any of Baker Hughes’ Intellectual Property and there are no legal or governmental actions, suits, proceedings or claims pending or, to Baker Hughes’ knowledge, threatened, against Baker Hughes (i) challenging Baker Hughes’ rights in or to any Intellectual Property, (ii) challenging the validity or scope of any Intellectual Property owned by Baker Hughes or (iii) alleging that the operation of Baker Hughes’ business as now conducted infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of a third party, and Baker Hughes is unaware of any facts which would form a reasonable basis for any such claim.
(s) All Necessary Permits, etc. Baker Hughes, the Issuers, and each BKR Significant Subsidiary possess such valid and current certificates, authorizations, permits, licenses, approvals, consents and other authorizations issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, and none of Baker Hughes, the Issuers, or any BKR Significant Subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization, permit, license, approval, consent or other authorization which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could reasonably be expected to result in a BKR Material Adverse Change.
(t) Preliminary Prospectuses. Each Preliminary Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder.
(u) Baker Hughes and Issuers Not an Investment Company. Each of the Company, Baker Hughes, and the Co-Issuer has been advised of the Investment Company Act of 1940, as amended, including the rules and regulations of the Commission thereunder (the “Investment Company Act”). None of the Company, Baker Hughes, or the Co-Issuer is, and after receipt of payment for the Securities and the application of the proceeds thereof as contemplated under the caption “Use of Proceeds” in the Time of Sale Prospectus and the Prospectus will be, required to register as an “investment company” within the meaning of the Investment Company Act.
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(v) No Price Stabilization or Manipulation. None of the Company, Baker Hughes, the Co-Issuer or any of its respective subsidiaries or affiliates has taken nor will take, directly or indirectly, any action designed to or that would be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Company, Baker Hughes, or the Co-Issuer to facilitate the sale or resale of the Securities.
(w) No Unlawful Contributions or Other Payments. (i) Baker Hughes, its subsidiaries and affiliates, and, to Baker Hughes’ knowledge, any director, officer, employee, agent or representative of Baker Hughes or of any of its subsidiaries or affiliates, have not taken and will not take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any government official (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (ii) Baker Hughes and its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) none of Baker Hughes or any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.
(x) No Conflict with Money Laundering Laws. The operations of Baker Hughes and its subsidiaries are and have been conducted at all times in compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), the Anti-Money Laundering Act of 2020 and the applicable anti-money laundering statutes of jurisdictions where Baker Hughes and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Baker Hughes or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of Baker Hughes, threatened.
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(y) No Conflict with Sanctions.
(i) None of Baker Hughes, any of its subsidiaries or, to the knowledge of Baker Hughes, any director, officer, employee, agent, affiliate or representative of Baker Hughes or any of its subsidiaries is an individual or entity (“Person”) with whom dealings are restricted or prohibited by economic sanctions as a result of being, including as a result of being owned or controlled by one or more such Persons that are:
(A) listed on any lists of designated sanctions targets maintained and administered by the United States Government (including the U.S. Department of the Treasury’s Office of Foreign Assets Control and the U.S. Department of State), the United Nations Security Council, the European Union, His Majesty’s Treasury or any other relevant sanctions authority (each, a “Sanctions Authority”), or
(B) located, organized or resident in a country or territory that is the subject of comprehensive territorial sanctions by any Sanctions Authority (currently, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia and Kerson Regions of Ukraine, Crimea, Cuba, Iran, and North Korea).
(ii) None of the Company, Baker Hughes or the Co-Issuer will, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:
(A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, would violate the applicable sanctions administered or enforced by any Sanctions Authority (“Sanctions”); or
(B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).
(iii) Baker Hughes and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in and will not engage in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction would have violated applicable Sanctions.
(z) Outbound Investment Rules. Neither Baker Hughes nor any of its subsidiaries is a “covered foreign person”, as that term is defined in 31 C.F.R. § 850.209.
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(aa) Compliance with Environmental Laws. Each of Baker Hughes and its subsidiaries (excluding non-controlled joint ventures) (i) is in compliance with any and all applicable foreign, federal, state and local laws, orders and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) and (ii) has received all permits, licenses or other approvals required of it under applicable Environmental Laws and is in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws or the failure to receive or comply with the terms and conditions of such permits, licenses or other approvals would not, individually or in the aggregate, reasonably be expected to have a BKR Material Adverse Change. There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus or which could not, individually or in the aggregate, reasonably be expected to have a BKR Material Adverse Change.
(bb) ERISA Compliance. Baker Hughes and its ERISA Affiliates (as defined below) are in compliance in all material respects with the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (“ERISA”). “ERISA Affiliate” means, with respect to any Person, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of which such Person is a member. Neither Baker Hughes nor any of its ERISA Affiliates has incurred any material liability under Title IV of ERISA. Each “employee benefit plan” established or maintained by Baker Hughes or any of its ERISA Affiliates that is intended to be qualified under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service.
(cc) Sarbanes-Oxley Compliance. There is and has been no failure on the part of Baker Hughes or the Issuers, or, to the knowledge of Baker Hughes and the Issuers, any of its respective directors or officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 relating to loans and Sections 302 and 906 relating to certifications.
(dd) Baker Hughes’ Accounting System. Baker Hughes and its subsidiaries maintain effective “internal control over financial reporting,” as such term is defined in Rule 13a-15(f) under the Exchange Act.
(ee) Internal Controls and Procedures. Baker Hughes maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate
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action is taken with respect to any differences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.
(ff) No Material Weakness in Internal Controls. Since the end of Baker Hughes’ most recent audited fiscal year, there has been (i) no material weakness in Baker Hughes’ internal control over financial reporting (whether or not remediated) and (ii) no change in Baker Hughes’ internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Baker Hughes’ internal control over financial reporting.
(gg) Disclosure Controls. Baker Hughes and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that is designed to ensure that information required to be disclosed by Baker Hughes in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to Baker Hughes’ management as appropriate to allow timely decisions regarding required disclosure. Baker Hughes and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.
(hh) Statistical and Market Data. Nothing has come to the attention of Baker Hughes that has caused Baker Hughes to believe that the statistical and market-related data included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.
(ii) Margin Rules. Neither the issuance, sale and delivery of the Securities nor the application of the proceeds thereof by the Company, Baker Hughes or the Co-Issuer as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.
(jj) The Co-Issuer. All of the issued and outstanding shares of capital stock of the Co-Issuer have been duly authorized and validly issued, are fully paid and non-assessable and are owned directly by the Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Co-Issuer has not conducted any business other than as considered by the Company to be reasonably necessary or desirable in connection with serving as co-issuer of the debt obligations of the Company.
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(kk) Cyber Security; Data Protection. (i)(x) There has been no security breach or other compromise of or relating to any of Baker Hughes’ or its subsidiaries’ information technology and computer systems, networks, hardware, software, websites, applications, data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”), (y) Baker Hughes and its subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data and (z) Baker Hughes’ or its subsidiaries’ IT Systems and Data operate and perform in all respects as required in connection with the operation of the business of Baker Hughes and its subsidiaries as currently conducted, free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants; (ii) Baker Hughes and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data used in connection with their business reasonably consistent with industry standards and practices; (iii) Baker Hughes and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification; and (iv) Baker Hughes and its subsidiaries have implemented backup and disaster recovery technology reasonably consistent with industry standards and practices, except as would not, in the case of clauses (i), (ii) and (iii) above, individually or in the aggregate, have a BKR Material Adverse Change.
Any certificate signed by an officer of the Company, Baker Hughes or the Co-Issuer, as applicable, and delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation and warranty by the Company, Baker Hughes or the Co-Issuer, as applicable, to each Underwriter as to the matters set forth therein.
- Purchase, Sale and Delivery of the Securities .
(a) The Securities . The Company and the Co-Issuer agree to issue and sell to the several Underwriters, severally and not jointly, all of the Securities upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company and the Co-Issuer (i) in the case of the 2029 Notes, the respective aggregate principal amount of the 2029 Notes set forth opposite their names on Schedule I at a purchase price of 99.708%, (ii) in the case of the 2031 Notes, the respective aggregate principal amount of the 2031 Notes set forth opposite their names on Schedule I at a purchase price of 99.465%, (iii) in the case of the 2033 Notes, the respective aggregate principal amount of the 2033 Notes set forth opposite their names on Schedule I at a purchase price of 99.405%, (iv) in the case of the 2036 Notes, the respective aggregate principal amount of the 2036 Notes set forth opposite their names on Schedule I at a purchase price of 99.193% and (v) in the case of the 2056 Notes, the respective aggregate principal amount of the 2056 Notes set forth opposite their names on Schedule I at a purchase price of 99.023%, payable on the Closing Date.
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(b) The Closing Date . Delivery of certificates for the Securities in global form to be purchased by the Underwriters and payment therefor shall be made at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017 (or such other place as may be agreed to by the Issuers and the Representatives) at 9:00 a.m., New York time, on March 11, 2026, or such other time and date as the Underwriters and the Issuers shall mutually agree (the time and date of such closing are called the “Closing Date”).
(c) Public Offering of the Securities . The Representatives hereby advise the Company and the Co-Issuer that the Underwriters intend to offer for sale to the public, as described in the Time of Sale Prospectus and the Prospectus, their respective portions of the Securities as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.
(d) Payment for theSecurities. Payment for the Securities shall be made at the Closing Date by wire transfer of immediately available funds to the order of the Company.
It is understood that the Representatives have been authorized, for their own accounts and for the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Securities that the Underwriters have agreed to purchase. The Representatives may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(e) Delivery of the Securities. The Company and the Co-Issuer shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters the Securities at the Closing Date through the facilities of the Depositary, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.
- Conditions. The obligations of the several Underwriters to purchase and pay for the Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Issuers and Baker Hughes set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time and as of the Closing Date as though then made, to the timely performance by each of the Issuers and Baker Hughes of its covenants and other obligations hereunder, to the Registration Statement having become effective prior to the date hereof and to each of the following additional conditions:
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(a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:
(i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of Baker Hughes or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and
(ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of Baker Hughes and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in your judgment, is material and adverse and that makes it, in your judgment, impractical or inadvisable to proceed with the offering or delivery of the Securities in the manner contemplated in the Time of Sale Prospectus.
(b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of Baker Hughes, to the effect set forth in Section 3(a)(i) above and to the effect that the representations and warranties of the each of the Company, Baker Hughes and the Co-Issuer contained in this Agreement are true and correct as of the Closing Date and that each of the Company, Baker Hughes and the Co-Issuer has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. Each officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.
(c) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Cleary Gottlieb Steen & Hamilton LLP, outside counsel for Baker Hughes and the Issuers, each dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.
(d) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Davis Polk & Wardwell LLP, counsel for the Underwriters, each dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.
With respect to the negative assurance letters referenced in Section 3(c) and Section 3(e) above, Cleary Gottlieb Steen & Hamilton LLP and Davis Polk & Wardwell LLP, as applicable, may state that their opinions and beliefs in such letter are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The opinion and negative assurance letter of Cleary Gottlieb Steen & Hamilton LLP described in Section 3(c) above shall be rendered to the Underwriters at the request of Baker Hughes and shall so state therein.
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(e) (A) The Underwriters shall have received, on each of the date hereof and the Closing Date, from KPMG LLP, independent registered public accountants for Baker Hughes, one or more letters dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the audited and unaudited financial statements and certain financial information of Baker Hughes contained or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that each such letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof; (B) The Underwriters shall have received, on each of the date hereof and the Closing Date, from Deloitte & Touche LLP, independent registered public accountants for Chart, one or more letters dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the audited and unaudited financial statements and certain financial information of Chart contained or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that each such letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.
(f) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities.
(g) The Underwriters shall have received such other documents as the Representatives may reasonably request with respect to the good standing of each of the Company, Baker Hughes and the Co-Issuer, the due authorization and issuance of the Securities and other matters related to the issuance of such Securities.
- Covenants of the Company, Baker Hughes and the Co-Issuer.^^Each of the Company, Baker Hughes and the Co-Issuer covenants and agrees, jointly and severally, with each Underwriter as follows:
(a) To furnish to you, upon request and without charge, signed copies of the Registration Statement (excluding exhibits thereto and documents incorporated by reference therein) during the period mentioned in Section 4(e) or 4(f) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated therein by reference and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.
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(b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such rule.
(c) To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company, Baker Hughes or the Co-Issuer and not to use or refer to any proposed free writing prospectus to which you reasonably object.
(d) Not to take any action that would result in an Underwriter, the Company, Baker Hughes or the Co-Issuer being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.
(f) If, during such period after the first date of the public offering of the Securities, as in the opinion of counsel for the Underwriters, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will
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furnish to the Company) to which the Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.
(g) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request.
(h) The Company shall apply the net proceeds from the sale of the Securities sold by the Issuers in the manner described under the caption “Use of Proceeds” in the Prospectus and the Time of Sale Prospectus.
(i) The Company will cooperate with the Underwriters and use its best efforts to permit the Securities to be eligible for clearance and settlement through the facilities of the Depositary.
(j) To advise you promptly, and confirm such advice in writing, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement and of any proceeding pending before or threatened by the Commission for such purpose pursuant to Section 8A under the Securities Act.
(k) To make generally available to each of the Company’s, Baker Hughes’ and the Co-Issuer’s security holders and to you as soon as practicable an earning statement covering a period of at least twelve months beginning with the first fiscal quarter of Baker Hughes occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.
(l) The Company, Baker Hughes and the Co-Issuer will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any securities of the Company, Baker Hughes or the Co-Issuer to facilitate the sale or resale of the Securities.
(m) The Company, Baker Hughes and the Co-Issuer will prepare a final term sheet containing only a description of the Securities, in a form approved by the Underwriters and attached as Exhibit A hereto, and will file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such rule (such term sheet, the “Final Term Sheet”). Any such Final Term Sheet is a free writing prospectus for purposes of this Agreement.
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(n) During the period commencing on the date hereof and ending on the business day following the Closing Date, none of the Company, Baker Hughes or the Co-Issuer will, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company, Baker Hughes or the Co-Issuer or securities exchangeable for or convertible into debt securities of the Company, Baker Hughes or the Co-Issuer (other than as contemplated by this Agreement with respect to the Securities and the proposed offering of EUR-denominated senior notes to be offered substantially concurrent with this offering).
The Representatives, on behalf of the several Underwriters, may, in their sole discretion, waive in writing the performance by the Company, Baker Hughes or the Co-Issuer of any one or more of the foregoing covenants or extend the time for their performance.
- Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) all expenses incident to the issuance and delivery of the Securities, (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities, (iii) the fees, disbursements and expenses of the counsel for Baker Hughes and the Issuers, Baker Hughes’ accountants in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, Baker Hughes or the Co-Issuer and amendments and supplements to any of the foregoing, including all printing and engraving costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority in an amount not to exceed $15,000, (v) all costs and expenses incurred in connection with the preparation, printing, shipping and distribution of this Agreement, the Indenture, the DTC Agreement and the Securities, (vi) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 4(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum in an amount not to exceed $15,000, (vii) the fees and expenses of the Trustee, including the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, (viii) any fees payable in connection with the rating of the Securities with the ratings agencies, (ix) all fees and expenses (including reasonable fees and expenses of counsel) of the Issuers in connection with approval of the Securities by the Depositary for “book-entry” transfer, (x) the costs and expenses of the Company, Baker Hughes and the Co-Issuer relating to investor presentations on any “road show” undertaken in connection with the marketing of the
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offering of the Securities, including the costs associated with the dissemination of any electronic road show, provided, however, that 50% of the cost of any aircraft chartered in connection with the road show shall be paid by the Underwriters and (xi) all other costs and expenses incident to the performance of the obligations of the Company, Baker Hughes and the Co-Issuer hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section and Section 7 entitled “Indemnity and Contribution” and the last paragraph of Section 9 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel.
Covenants ofthe Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Indemnity and Contribution. (a) Each of the Company, Baker Hughes and the Co-Issuer agrees to indemnify and hold harmless (i) each Underwriter, (ii) the directors, officers, employees and agents of each Underwriter, (iii) each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and (iv) each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act (collectively, the “Underwriter Indemnitees”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any Preliminary Prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectus or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any of the Underwriters consists of the information described as such in Section 7(b) hereof. Each of the Company, Baker Hughes and the Co-Issuer agrees and confirms that references to “affiliates” of any Underwriter that appear in this Agreement shall, with respect to Morgan Stanley & Co. LLC, be understood to include Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
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(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the directors of the Company, the officers of the Company who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any Preliminary Prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show, or the Prospectus or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any Preliminary Prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show or the Prospectus or any amendment or supplement thereto. Each of the Company, Baker Hughes and the Co-Issuer hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Preliminary Prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show or the Prospectus or any amendment or supplement thereto are the following statements set forth in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto: the first two sentences of the first paragraph under the caption “Underwriting—Discounts”, the third sentence of the first paragraph under the caption “Underwriting—New Issues of Notes” and the first and second paragraphs under the heading “Underwriting—Short Positions and Penalty Bids”.
(c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 7(a) or 7(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in
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addition to those available to the indemnifying party. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Underwriter Indemnitees and (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Underwriter Indemnitees, such firm shall be designated in writing by the Representatives. In the case of any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this Section 7(c), the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (A) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such indemnified party, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statements to or any admission of fault, culpability or failure to act by or on behalf of any indemnified party.
(d) To the extent the indemnification provided for in Section 7(a) or 7(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such Section, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand from the offering of the Securities or (ii) if the allocation provided by clause 7(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 7(d)(i) above but also the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits
24
received by the Company, Baker Hughes and the Co-Issuer on the one hand and the Underwriters on the other hand in connection with the offering and sale of the Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Securities (before deducting expenses) received by the Issuers and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate public offering price of the Securities. The relative fault of the Company, Baker Hughes and the Co-Issuer on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, Baker Hughes and the Co-Issuer, on the one hand, or by the Underwriters, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Each of the Company’s, Baker Hughes’ and the Co-Issuer’s obligations to contribute pursuant to this Section 7(d) are joint and several. The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion to the respective number of Securities they have purchased hereunder, and not joint.
(e) The Company, Baker Hughes, the Co-Issuer and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 7(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 7(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.
(f) The indemnity and contribution provisions contained in this Section 7 and the representations, warranties and other statements of the Company, Baker Hughes and the Co-Issuer contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter Indemnitee, the Company, Baker Hughes, the Co-Issuer or any person controlling any of the Company, Baker Hughes and the Co-Issuer and its respective officers or directors and (iii) acceptance of and payment for any of the Securities.
25
Termination. The Underwriters may terminate this Agreement by notice given by you to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any securities of the Company, Baker Hughes or the Co-Issuer shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus.
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.
If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportion to the aggregate principal amounts of such Securities set forth opposite their respective names on Schedule I bears to the aggregate principal amount of such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Securities and the aggregate principal amount of such Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Sections 5, 7, 15 and 16 shall at all times be effective and shall survive such termination. In any such case, either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, to Registration Statement, the Prospectus or the Time of Sale Prospectus (or any amendment or supplement thereto) or any other documents or arrangements may be effected.
As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 9. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
26
If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company, Baker Hughes or the Co-Issuer to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company, Baker Hughes or the Co-Issuer shall be unable to perform its respective obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
- Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
For purposes of this Section 10, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
11. Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Securities, represents the entire agreement between the Company, Baker Hughes and the Co-Issuer, on the one hand, and the Underwriters, on the other, with respect to the preparation of any Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering and the purchase and sale of the Securities.
27
(b) Each of the Company, Baker Hughes and the Co-Issuer acknowledges that in connection with the offering of the Securities: (i) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company, Baker Hughes, the Co-Issuer or any other person, (ii) the Underwriters owe the Company, Baker Hughes and the Co-Issuer only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company, Baker Hughes and the Co-Issuer. Each of the Company, Baker Hughes and the Co-Issuer waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering and sale of the Securities.
Counterparts. This Agreement may be signed in two or more counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability to the fullest extent permitted by applicable law as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Underwriter pursuant to Section 9 hereof, and to the benefit of the affiliates, directors, officers, employees, agents and controlling persons referred to in Section 7, and in each case their respective successors, and no other person will have any right or obligation hereunder. The term “successors” shall not include any purchaser of the Securities as such from any of the Underwriters merely by reason of such purchase.
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.
Applicable Law. This Agreement, and any claim, controversy or dispute arising under or related to this Agreement, shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to its conflicts of laws principles.
28
Waiver of Jury Trial. THE UNDERWRITERS, ON THE ONE HAND, AND THE COMPANY, BAKER HUGHES AND THE CO-ISSUER (EACH ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE STOCKHOLDERS), ON THE OTHER HAND, WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.
GeneralProvisions. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, Baker Hughes, the Co-Issuer, their affairs and their businesses in order to assure that adequate disclosure has been made in the Registration Statement, the Time of Sale Prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act.
*Notices.*All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to the Representatives c/o Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282; Attention: Registration Department (fax: (212) 902-9316; email: registration-syndops@ny.email.gs.com); c/o Morgan Stanley & Co. LLC, 1585 Broadway, 29th Floor, New York, NY 10036; Attention: Investment Banking Division (fax: (212) 507-8999); c/o Citigroup Global Markets Inc., 388 Greenwich Street, New York, NY 10013; Attention: General Counsel (fax: (646) 291-1469); c/o Deutsche Bank Securities Inc., 1 Columbus Circle, New York, NY 10019; Attention: Debt Capital Markets Syndicate, with a copy to General Counsel, (email: dbcapmarkets.gcnotices@list.db.com); and c/o J.P. Morgan Securities LLC, 270 Park Avenue, New York, NY 10017; Attention: Investment Grade Syndicate Desk (fax: (212) 834-6081); and, if to the Company, Baker Hughes or the Co-Issuer, shall be delivered, mailed or sent to Baker Hughes Company, 575 N. Dairy Ashford Rd., Suite 100, Houston, Texas 77079, Attention: Chief Legal Officer.
Acknowledgement and Consent to Bail-in of UK and EEA Financial Institutions. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements or understanding between the Underwriters and the Company, Baker Hughes and the Co-Issuer, each of the Company, Baker Hughes and the Co-Issuer acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts and agrees to be bound by:
29
(a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of each Underwriter to the Company, Baker Hughes and the Co-Issuer under this Agreement, which (without limitation) may include and result in any of the following, or some combination thereof:
(i) the reduction of all, or a portion, of such BRRD Liability or outstanding amount due thereon;
(ii) the conversion of all, or a portion, of such BRRD Liability into shares, other securities or other obligations of each Underwriter or another person (and the issue to or conferral on the Company, Baker Hughes and the Co-Issuer of such shares, securities or obligations);
(iii) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and
(iv) the cancellation of such BRRD Liability;
(b) the variation of any term of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.
For purposes of this Section 20, the following definitions apply:
“Bail-in Legislation” means in relation to the UK and a member state of the European Economic Area that has implemented, or that at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.
“Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.
“BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
“BRRD Liability” means a liability in respect of which the relevant Write-down and Conversion Powers in the applicable Bain-in Legislation may be exercised.
“EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/.
“Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to each Underwriter.
[Signature pages follow]
30
| Very truly yours,<br> <br><br><br><br>BAKER HUGHES HOLDINGS LLC | |
|---|---|
| By: | /s/ Daniel Horton |
| Name: Daniel Horton | |
| Title: VP, Treasurer | |
| BAKER HUGHES CO-OBLIGOR, INC. | |
| By: | /s/ Benjamin Leibman |
| Name: Benjamin Leibman | |
| Title: Vice President | |
| BAKER HUGHES COMPANY, as guarantor | |
| By: | /s/ Daniel Horton |
| Name: Daniel Horton | |
| Title: VP, Treasurer |
[Signature Page toUnderwriting Agreement]
The foregoing Agreement is hereby confirmed and accepted by the Representatives as of the date first above written.
GOLDMAN SACHS & CO. LLC
MORGAN STANLEY & CO. LLC
CITIGROUP GLOBAL MARKETS INC.
DEUTSCHE BANK SECURITIES INC.
J.P. MORGAN SECURITIES LLC
Acting as Representatives of the
several Underwriters named in
the attached Schedule I.
| Goldman Sachs & Co. LLC | |
|---|---|
| By: | /s/ Kevin Dirkse |
| Name: Kevin Dirkse | |
| Title: Managing Director | |
| Morgan Stanley & Co. LLC | |
| By: | /s/ Yiming Hu |
| Name: Yiming Hu | |
| Title: Vice President | |
| Citigroup Global Markets Inc. | |
| By: | /s/ Adam D. Bordner |
| Name: Adam D. Bordner | |
| Title: Managing Director | |
| Deutsche Bank Securities Inc. | |
| By: | /s/ Ben Smilchensky |
| Name: Ben Smilchensky | |
| Title: Managing Director | |
| By: | /s/ Ryan Montgomery |
| Name: Ryan Montgomery | |
| Title: Managing Director |
[Signature Page toUnderwriting Agreement]
J.P. Morgan Securities LLC
| By: | /s/ Som Bhattacharyya |
|---|---|
| Name: Som Bhattacharyya | |
| Title: Executive Director |
[Signature Page toUnderwriting Agreement]
SCHEDULE I
| Underwriter | AggregatePrincipalAmountof 2029 Notesto be<br>Purchased | AggregatePrincipalAmountof 2031<br>Notes to bePurchased | AggregatePrincipalAmountof 2033<br>Notes to bePurchased | AggregatePrincipalAmountof 2036<br>Notes to bePurchased | AggregatePrincipalAmountof 2056<br>Notes to bePurchased | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Goldman Sachs & Co. LLC | $ | 166,650,000 | $ | 416,625,000 | $ | 249,975,000 | $ | 666,600,000 | $ | 666,600,000 |
| Morgan Stanley & Co. LLC | 166,650,000 | 416,625,000 | 249,975,000 | 666,600,000 | 666,600,000 | |||||
| Citigroup Global Markets Inc. | 26,500,000 | 66,250,000 | 39,750,000 | 106,000,000 | 106,000,000 | |||||
| Deutsche Bank Securities Inc. | 26,500,000 | 66,250,000 | 39,750,000 | 106,000,000 | 106,000,000 | |||||
| J.P. Morgan Securities LLC | 26,500,000 | 66,250,000 | 39,750,000 | 106,000,000 | 106,000,000 | |||||
| BofA Securities, Inc. | 9,050,000 | 22,625,000 | 13,575,000 | 36,200,000 | 36,200,000 | |||||
| Barclays Capital Inc. | 9,050,000 | 22,625,000 | 13,575,000 | 36,200,000 | 36,200,000 | |||||
| HSBC Securities (USA) Inc. | 9,050,000 | 22,625,000 | 13,575,000 | 36,200,000 | 36,200,000 | |||||
| MUFG Securities Americas Inc. | 9,050,000 | 22,625,000 | 13,575,000 | 36,200,000 | 36,200,000 | |||||
| UniCredit Capital Markets LLC | 9,050,000 | 22,625,000 | 13,575,000 | 36,200,000 | 36,200,000 | |||||
| BNP Paribas Securities Corp. | 6,700,000 | 16,750,000 | 10,050,000 | 26,800,000 | 26,800,000 | |||||
| SG Americas Securities, LLC | 6,700,000 | 16,750,000 | 10,050,000 | 26,800,000 | 26,800,000 | |||||
| Standard Chartered Bank | 6,700,000 | 16,750,000 | 10,050,000 | 26,800,000 | 26,800,000 | |||||
| Intesa Sanpaolo IMI Securities Corp. | 4,050,000 | 10,125,000 | 6,075,000 | 16,200,000 | 16,200,000 | |||||
| RBC Capital Markets, LLC | 4,050,000 | 10,125,000 | 6,075,000 | 16,200,000 | 16,200,000 | |||||
| BBVA Securities Inc. | 2,750,000 | 6,875,000 | 4,125,000 | 11,000,000 | 11,000,000 | |||||
| Academy Securities, Inc. | 2,750,000 | 6,875,000 | 4,125,000 | 11,000,000 | 11,000,000 | |||||
| Siebert Williams Shank & Co., LLC | 2,750,000 | 6,875,000 | 4,125,000 | 11,000,000 | 11,000,000 | |||||
| The Standard Bank of South Africa Limited | 2,750,000 | 6,875,000 | 4,125,000 | 11,000,000 | 11,000,000 | |||||
| Loop Capital Markets LLC | 2,750,000 | 6,875,000 | 4,125,000 | 11,000,000 | 11,000,000 | |||||
| Total: | $ | 500,000,000 | $ | 1,250,000,000 | $ | 750,000,000 | $ | 2,000,000,000 | $ | 2,000,000,000 |
I-1
SCHEDULE II
Time of Sale Prospectus
| 1. | Preliminary Prospectus issued March 4, 2026. |
|---|---|
| 2. | Pricing Term Sheet containing the terms of the Securities, substantially in the form of Exhibit A hereto.<br> |
| --- | --- |
II-1
SCHEDULE III
Free Writing Prospectus
- Pricing Term Sheet containing the terms of the Securities, substantially in the form of Exhibit A hereto.
III-1
EXHIBIT A
Form of Pricing Term Sheet
A-1
Filed Pursuant to Rule 433
Registration No. 333-275865
March 5, 2026
Baker HughesHoldings LLC
Baker Hughes Co-Obligor, Inc.
Pricing Term Sheet
$500,000,000 4.050% Senior Notes due 2029
$1,250,000,000 4.350% Senior Notes due 2031
$750,000,000 4.650% Senior Notes due 2033
$2,000,000,000 5.000% Senior Notes due 2036
$2,000,000,000 5.850% Senior Notes due 2056
The information in this pricing term sheet supplements Baker Hughes Holdings LLC and Baker Hughes Co-Obligor,Inc.’s preliminary prospectus supplement dated March 4, 2026 (the “Preliminary Prospectus Supplement”), and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information inthe Preliminary Prospectus Supplement. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus Supplement.
| Issuers: | Baker Hughes Holdings LLC <br>Baker Hughes Co-Obligor, Inc. | ||
|---|---|---|---|
| Guarantor: | The notes will be fully and unconditionally guaranteed by Baker Hughes Company, the sole indirect parent of the Issuers. | ||
| Title of Securities: | 4.050% Senior Notes due 2029 (the “2029 Notes”)<br><br><br>4.350% Senior Notes due 2031 (the “2031 Notes”)<br><br><br>4.650% Senior Notes due 2033 (the “2033 Notes”)<br><br><br>5.000% Senior Notes due 2036 (the “2036 Notes”)<br><br><br>5.850% Senior Notes due 2056 (the “2056 Notes”) | ||
| Anticipated Ratings (Moody’s / S&P)*: | A3 / A | ||
| Trade Date: | March 5, 2026 | ||
| Settlement Date**: | March 11, 2026 (T+4) | ||
| Security Type: | SEC Registered | ||
| Maturity Date: | March 11, 2029 for the 2029 Notes<br><br><br>June 15, 2031 for the 2031 Notes<br> <br>June 15, 2033 for the<br>2033 Notes<br> <br>June 15, 2036 for the 2036 Notes<br><br><br>June 15, 2056 for the 2056 Notes | ||
| Principal Amount: | $500,000,000 for the 2029 Notes<br> <br>$1,250,000,000<br>for the 2031 Notes<br> <br>$750,000,000 for the 2033 Notes<br><br><br>$2,000,000,000 for the 2036 Notes<br> <br>$2,000,000,000 for the 2056<br>Notes | ||
| --- | --- | ||
| Coupon: | 4.050% for the 2029 Notes<br> <br>4.350% for the 2031<br>Notes<br> <br>4.650% for the 2033 Notes<br> <br>5.000% for the 2036 Notes<br><br><br>5.850% for the 2056 Notes | ||
| Interest Payment Dates: | Semi-annually on March 11 and September 11 of each year, beginning September 11, 2026 for the 2029 Notes<br><br><br>Semi-annually on June 15 and December 15 of each year, beginning June 15, 2026 for the 2031 Notes, the 2033 Notes, the 2036 Notes and the 2056<br>Notes | ||
| Benchmark Treasury: | UST 3.500% due February 15, 2029 for the 2029 Notes<br><br><br>UST 3.500% due February 28, 2031 for the 2031 Notes<br> <br>UST<br>3.750% due February 28, 2033 for the 2033 Notes<br> <br>UST 4.125% due February 15, 2036 for the 2036 Notes<br><br><br>UST 4.625% due November 15, 2055 for the 2056 Notes | ||
| Benchmark Treasury Price and Yield: | 99-21 ^3^⁄4;<br>3.615% for the 2029 Notes<br> <br>98-29<br>^1^⁄4; 3.741% for the 2031 Notes<br><br><br>98-28+; 3.933% for the 2033 Notes<br><br><br>99-26+; 4.146% for the 2036 Notes<br><br><br>97-28+; 4.758% for the 2056 Notes | ||
| Spread to Benchmark Treasury: | +45 bps for the 2029 Notes<br> <br>+65 bps for the 2031<br>Notes<br> <br>+75 bps for the 2033 Notes<br> <br>+90 bps for the 2036<br>Notes<br> <br>+110 bps for the 2056 Notes | ||
| Yield to Maturity: | 4.065% for the 2029 Notes<br> <br>4.391% for the 2031<br>Notes<br> <br>4.683% for the 2033 Notes<br> <br>5.046% for the 2036 Notes<br><br><br>5.858% for the 2056 Notes | ||
| Public Offering Price: | 99.958% of the principal amount for the 2029 Notes<br><br><br>99.815% of the principal amount for the 2031 Notes<br> <br>99.805% of the<br>principal amount for the 2033 Notes<br> <br>99.643% of the principal amount for the 2036 Notes<br><br><br>99.898% of the principal amount for the 2056 Notes | ||
| Aggregate Net Proceeds (after the underwriting discounts but before expenses): | $6,451,710,000 | ||
| Optional Redemption: | Redeemable at any time before the applicable “Par Call Date” (as set out in the table below), at a redemption price<br>equal to the greater of:<br> <br><br> <br>(i) (a) the sum of the present values<br>of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the redemption date (assuming the notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus the applicable “Make-Whole Spread” (as set out in the table below) less<br>(b) interest accrued to the date of redemption, and<br> <br><br> <br>(ii)<br>100% of the principal amount of the notes to be redeemed<br> <br><br> <br>plus, in either case,<br>accrued and unpaid interest thereon to the redemption date.<br> <br><br> <br>In the case of the 2029<br>Notes, 2031 Notes, 2033 notes, 2036 Notes and 2056 Notes, redeemable at any time on or after the applicable Par Call Date in an amount equal to the principal amount of the notes to be redeemed plus accrued and unpaid interest. | ||
| --- | --- | --- | --- |
| Series<br> <br>2029 Notes<br><br><br>2031 Notes<br> <br>2033 Notes<br><br><br>2036 Notes<br> <br>2056 Notes | Par Call Date<br> <br>February 11,<br>2029<br> <br>May 15, 2031<br> <br>April 15, 2033<br><br><br>March 15, 2036<br> <br>December 15, 2055 | Make-Whole Spread<br> <br>10 basis<br>points<br> <br>10 basis points<br> <br>15 basis points<br><br><br>15 basis points<br> <br>20 basis points | |
| Special Mandatory Redemption: | If (i) Chart Merger is not consummated on or before the later of (x) July 28, 2026 and (y) the date that is five business days after the Outside Date (as defined in the Merger Agreement), (ii) prior<br>to the Outside Date, the Merger Agreement is terminated or (iii) the BHH LLC notifies the Trustee under the indenture that Baker Hughes will not pursue consummation of the Chart Merger, then BHH LLC will be required to redeem all the notes, at<br>a redemption price equal to 101% of the aggregate principal amount of the notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date. | ||
| CUSIP / ISIN: | 2029 Notes: 05724BAL3 / US05724BAL36<br> <br><br><br><br>2031 Notes: 05724BAM1 / US05724BAM19<br> <br><br><br><br>2033 Notes: 05724BAN9 / US05724BAN91<br> <br><br><br><br>2036 Notes: 05724BAP4 / US05724BAP40<br> <br><br><br><br>2056 Notes: 05724BAQ2 / US05724BAQ23 | ||
| Joint Global Coordinators and Joint Book-Running Managers: | Goldman Sachs & Co. LLC<br> <br>Morgan<br>Stanley & Co. LLC | ||
| --- | --- | ||
| Joint Book-Running Managers: | Citigroup Global Markets Inc.<br> <br>Deutsche Bank<br>Securities Inc.<br> <br>J.P. Morgan Securities LLC | ||
| Passive Book-Running Managers: | BofA Securities, Inc.<br> <br>Barclays Capital Inc.<br><br><br>HSBC Securities (USA) Inc.<br> <br>MUFG Securities Americas Inc.<br><br><br>UniCredit Capital Markets LLC | ||
| Senior Co-Managers: | BNP Paribas Securities Corp.<br> <br>SG Americas<br>Securities, LLC<br> <br>Standard Chartered Bank | ||
| Co-Managers: | Intesa Sanpaolo IMI Securities Corp.<br> <br>RBC<br>Capital Markets, LLC<br> <br>BBVA Securities Inc.<br> <br>Academy Securities,<br>Inc.<br> <br>Siebert Williams Shank & Co., LLC<br> <br>The Standard<br>Bank of South Africa Limited<br> <br>Loop Capital Markets LLC | ||
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to<br>revision or withdrawal at any time. | ||
| --- | --- | ||
| ** | The issuers expect that delivery of the notes will be made to investors on March 11, 2026, which will be<br>the fourth business day following the date hereof (such settlement being referred to as “T+4”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in<br>one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the initial trade date of the notes will be required, by virtue of the fact that the notes initially will settle<br>in T+4, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement and should consult their advisors. | ||
| --- | --- |
The issuers have filed a registration statement (including a preliminary prospectus supplement and a prospectus) and a prospectus supplement with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuers’ prospectus in that registration statement and any other documents the issuers have filed with the SEC for more complete information about the issuers and this offering. You may get these documents for free by searching the SEC online data base (EDGAR) on the SEC web site at http://www.sec.gov. Alternatively, the issuers, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling (i) Goldman Sachs & Co. LLC at 1-866-471-2526, (ii) Morgan Stanley & Co. LLC at 1-866-718-1649, (iii) Citigroup Global Markets Inc. at 1-800-831-9146, (iv) Deutsche Bank Securities Inc. at 1-800-503-4611 or (v) J.P. Morgan Securities LLC at 1-212-834-4533.
The Standard Bank of South Africa Limited and any other non-U.S. registered broker-dealer will not effect any offers or sales of any notes in the United States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of FINRA.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
EX-4.1
Exhibit 4.1 ****
Execution Version
BAKER HUGHES HOLDINGS LLC
BAKER HUGHES CO-OBLIGOR, INC.
as Issuers
BAKER HUGHESCOMPANY
as Parent Guarantor
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
THE BANK OF NEWYORK MELLON, LONDON BRANCH
as Paying Agent
EIGHTH SUPPLEMENTAL INDENTURE
Dated as of March 11, 2026
€600,000,000 3.226% Senior Notes due 2030
€900,000,000 3.812% Senior Notes due 2034
€750,000,000 4.193% Senior Notes due 2038
€750,000,000 4.737% Senior Notes due 2046
to the
INDENTURE
Dated as of October 28, 2008
between
BAKER HUGHESINCORPORATED
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
Table of Contents
| Page | |||
|---|---|---|---|
| ARTICLE I | |||
| Definitions | |||
| ARTICLE II | |||
| Designation and Terms of the Securities | |||
| SECTION 2.01. | Title | 6 | |
| SECTION 2.02. | Aggregate Principal Amount; Execution and Authentication | 6 | |
| SECTION 2.03. | Maturity; Interest Rate; and Denomination of Notes | 7 | |
| SECTION 2.04. | Place and Method of Payment | 8 | |
| SECTION 2.05. | Optional Redemption | 9 | |
| SECTION 2.06. | Special Mandatory Redemption | 10 | |
| SECTION 2.07. | Redemption for Tax Reasons | 12 | |
| SECTION 2.08. | Payment of Additional Amounts | 12 | |
| SECTION 2.09. | No Sinking Fund or Holder Redemption Right | 14 | |
| SECTION 2.10. | Forms of Notes | 14 | |
| SECTION 2.11. | Additional Securities | 15 | |
| SECTION 2.12. | Defeasance and Covenant Defeasance | 15 | |
| SECTION 2.13. | Depositary | 15 | |
| SECTION 2.14. | Other Terms and Form of the Notes | 16 | |
| SECTION 2.15. | Applicability | 16 | |
| SECTION 2.16. | Paying Agents | 16 | |
| ARTICLE III | |||
| Amendments and Supplements to Certain Sections of the Original Indenture | |||
| SECTION 3.01. | SEC Reports; Financial Information | 16 | |
| SECTION 3.02. | Restriction on Liens; Restriction on Sale and Lease-Back Transactions | 16 | |
| SECTION 3.03. | Applicability | 18 | |
| ARTICLE IV | |||
| Transfer and Exchange | |||
| SECTION 4.01. | Transfer and Exchange of Global Securities; Limited Rights of Beneficial Owners | 18 | |
| SECTION 4.02. | Transfer and Exchange of Beneficial Interests in the Global Securities | 20 | |
| SECTION 4.03. | No Transfer or Exchange of Beneficial Interests for Definitive Securities | 21 | |
| SECTION 4.04. | No Transfer and Exchange of Definitive Securities for Beneficial Interests | 21 | |
| SECTION 4.05. | Transfer and Exchange of Definitive Securities for Definitive Securities | 21 | |
| --- | --- | --- | |
| SECTION 4.06. | Legends | 22 | |
| SECTION 4.07. | Cancellation and/or Adjustment of Global Securities | 23 | |
| SECTION 4.08. | General Provisions Relating to Transfers and Exchanges | 23 | |
| SECTION 4.09. | Applicability | 24 | |
| ARTICLE V | |||
| Supplemental Indentures | |||
| SECTION 5.01. | Supplemental Indentures Without Consent of Holders | 24 | |
| ARTICLE VI | |||
| Guarantee | |||
| SECTION 6.01. | The Guarantee | 25 | |
| SECTION 6.02. | Ranking | 25 | |
| SECTION 6.03. | Guarantee Unconditional | 25 | |
| SECTION 6.04. | Waiver by Parent Guarantor; Discharge Only Upon Payment in Full | 26 | |
| SECTION 6.05. | Payment Guarantee | 26 | |
| SECTION 6.06. | Subrogation. | 26 | |
| SECTION 6.07. | Reinstatement. | 26 | |
| SECTION 6.08. | Notation of Guarantee Not Required | 26 | |
| SECTION 6.09. | Release of the Parent Guarantor | 26 | |
| SECTION 6.10. | Benefits Acknowledged | 27 | |
| SECTION 6.11. | Obligations Under Indenture | 27 | |
| ARTICLE VII | |||
| Paying Agent Matters | |||
| SECTION 7.01. | Rights of Paying Agent | 27 | |
| SECTION 7.02. | U.S. Tax Forms | 27 | |
| SECTION 7.03. | Withholding | 27 | |
| SECTION 7.04. | Notice | 27 | |
| SECTION 7.05. | Resignation and Removal; Appointment of Successor | 28 | |
| SECTION 7.06. | General | 28 | |
| SECTION 7.07. | Indemnity | 30 | |
| SECTION 7.08. | Compensation | 30 | |
| ARTICLE VIII | |||
| Miscellaneous | |||
| SECTION 8.01. | Ratification of Original Indenture; Eighth Supplemental Indenture Part of Original<br>Indenture | 30 | |
| SECTION 8.02. | Concerning the Trustee | 30 | |
| SECTION 8.03. | Counterparts | 31 | |
| SECTION 8.04. | Governing Law | 31 | |
| SECTION 8.05. | Effect of Headings and Table of Contents | 31 | |
| SECTION 8.06. | Benefits under Eighth Supplemental Indenture, etc. | 31 | |
| SECTION 8.07. | Successors | 31 | |
| --- | --- | --- | |
| SECTION 8.08. | Scope of Supplemental Indenture | 31 | |
| SECTION 8.09. | Execution of Securities | 32 |
EIGHTH SUPPLEMENTAL INDENTURE, dated as of March 11, 2026 (this “EighthSupplemental Indenture”), to the indenture dated as of October 28, 2008 (the “Original Indenture”), as supplemented by the Second Supplemental Indenture, dated July 3, 2017 (the “Second SupplementalIndenture”), and as further supplemented by the Seventh Supplemental Indenture, dated as of December 31, 2023 (the “Seventh Supplemental Indenture”), among Baker Hughes Holdings LLC, a Delaware limited liability company (formerly known as Baker Hughes, a GE Company, LLC (“BHGE LLC”)) (the “Company”), Baker Hughes Co-Obligor, Inc. (the “Co-Obligor”, and, together with the Company, the “Issuers”), Baker Hughes Company, a Delaware corporation (the “Parent Guarantor”), The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) and The Bank of New York Mellon, London Branch, as initial Paying Agent (as defined in the Original Indenture).
WHEREAS, Baker Hughes Incorporated (the predecessor to the Company, “BHI”) and the Trustee have heretofore executed and delivered the Original Indenture to provide for the issuance from time to time of Securities (as defined in the Original Indenture) of BHI, to be issued in one or more series;
WHEREAS, Sections 201, 301, 901(2), 901(5) and 901(7) of the Original Indenture provide that BHI and the Trustee may, without the consent of any Holders (as defined in the Original Indenture) of Securities, enter into indentures supplemental to the Original Indenture for the purpose of establishing the form and terms of Securities of any series, adding, changing or eliminating provisions of the Original Indenture (subject to certain limitations provided therein) and adding to the covenants of BHI for the benefit of such series;
WHEREAS, BHGE LLC and the Co-Obligor entered into the Second Supplemental Indenture pursuant to which BHGE LLC succeeded to the rights and obligations of BHI and BHGE LLC and the Co-Obligor agreed to be jointly and severally liable with respect to the obligations of BHI under the Indenture;
WHEREAS, BHGE LLC filed with the Secretary of State of the State of Delaware a Certificate of Amendment of BHGE LLC’s Certificate of Formation and BHGE LLC’s Second Amended and Restated Limited Liability Company Agreement to change the name of BHGE LLC from “Baker Hughes, a GE company, LLC” to “Baker Hughes Holdings LLC”, effective as of April 15, 2020, and, in connection therewith, the Company became the successor to BHGE LLC for all purposes under the Indenture, as evidenced by the execution of the Fifth Supplemental Indenture thereto, dated May 1, 2020;
WHEREAS, the Company, the Co-Obligor and the Parent Guarantor, as sole parent company of the Issuers, entered into the Seventh Supplemental Indenture pursuant to which the Parent Guarantor agreed to fully and unconditionally guarantee the obligations of the Company and the Co-Obligor under the Original Indenture, as previously supplemented;
WHEREAS, (i) the Company desires to provide for the establishment of four separate series of Securities under the Indenture to be designated as hereinafter provided, (ii) the Co-Obligor desires to serve as co-issuer of such Securities, (iii) the Parent Guarantor desires to fully and unconditionally guarantee the due and punctual payment of the principal of (and premium, if any) and interest on, and any other amounts payable under the Notes, (iv) the
Company has requested the Trustee to enter into this Eighth Supplemental Indenture for the purpose of establishing the form and terms of each such series of Securities and adding to the covenants of the Issuers for the benefit of each such series and (v) the Company desires to appoint The Bank of New York Mellon, London Branch, as Paying Agent with respect to this Eighth Supplemental Indenture and the Notes issued hereunder; and
WHEREAS, the Issuers have duly authorized the creation of each series of Notes (as defined below) of the tenor and amount hereinafter set forth;
NOW, THEREFORE, for and in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
Definitions
(a) Unless otherwise defined or included for each of the series of Notes established hereby, capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Original Indenture. Nothing in this Article I is intended to be an amendment to the Original Indenture.
(b) The rules of interpretation set forth in Section 101 of the Original Indenture shall be applied hereto as if set forth in full herein.
(c) For all purposes of this Eighth Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following respective meanings (such meanings shall apply equally to both the singular and plural forms of the respective terms):
“2030 Additional Securities” means any 2030 Notes issued from time to time after the Issue Date under the terms of this Eighth Supplemental Indenture (other than pursuant to Sections 304, 305, 306, 906 or 1107 of the Original Indenture and other than the 2030 Initial Securities) in accordance with Section 2.08, as part of the same series as the 2030 Notes then outstanding.
“2030 Initial Securities” has the meaning specified in Section 2.02. The 2030 Initial Securities constitute the 2030 Notes issued on the date hereof.
“2030 Notes” means the 3.226% Senior Notes due 2030 of the Issuers issued pursuant to the Indenture and shall include the 2030 Initial Securities and any 2030 Additional Securities authenticated and delivered in accordance with Section 2.02.
“2034 Additional Securities” means any 2034 Notes issued from time to time after the Issue Date under the terms of this Eighth Supplemental Indenture (other than pursuant to Sections 304, 305, 306, 906 or 1107 of the Original Indenture and other than the 2034 Initial Securities) in accordance with Section 2.08, as part of the same series as the 2034 Notes then outstanding.
2
“2034 Initial Securities” has the meaning specified in Section 2.02. The 2034 Initial Securities constitute the 2034 Notes issued on the date hereof.
“2034 Notes” means the 3.812% Senior Notes due 2034 of the Issuers issued pursuant to the Indenture and shall include the 2034 Initial Securities and any 2034 Additional Securities authenticated and delivered in accordance with Section 2.02.
“2038 Additional Securities” means any 2038 Notes issued from time to time after the Issue Date under the terms of this Eighth Supplemental Indenture (other than pursuant to Sections 304, 305, 306, 906 or 1107 of the Original Indenture and other than the 2038 Initial Securities) in accordance with Section 2.08, as part of the same series as the 2038 Notes then outstanding.
“2038 Initial Securities” has the meaning specified in Section 2.02. The 2038 Initial Securities constitute the 2038 Notes issued on the date hereof.
“2038 Notes” means the 4.193% Senior Notes due 2038 of the Issuers issued pursuant to the Indenture and shall include the 2038 Initial Securities and any 2038 Additional Securities authenticated and delivered in accordance with Section 2.02.
“2046 Additional Securities” means any 2046 Notes issued from time to time after the Issue Date under the terms of this Eighth Supplemental Indenture (other than pursuant to Sections 304, 305, 306, 906 or 1107 of the Original Indenture and other than the 2046 Initial Securities) in accordance with Section 2.08, as part of the same series as the 2046 Notes then outstanding.
“2046 Initial Securities” has the meaning specified in Section 2.02. The 2046 Initial Securities constitute the 2046 Notes issued on the date hereof.
“2046 Notes” means the 4.737% Senior Notes due 2046 of the Issuers issued pursuant to the Indenture and shall include the 2046 Initial Securities and any 2046 Additional Securities authenticated and delivered in accordance with Section 2.02.
“Additional Securities” means the 2030 Additional Securities, the 2034 Additional Securities, the 2038 Additional Securities and the 2046 Additional Securities, as applicable.
“Agent” means any Security Registrar or Paying Agent.
“Attributable Debt” means, with respect to any Sale and Leaseback Transaction, as of the time of determination, the total obligation, discounted to present value at the annual rate equal to the discount rate which would be applicable to a capital lease obligation with a similar term in accordance with GAAP, of a lessee for rental payments (other than amounts required to be paid on account of property taxes, maintenance, repairs, insurance, water rates and other items which do not constitute payments for property rights) during the remaining portion of the initial term of the lease with respect to such Sale and Leaseback Transaction.
3
“Business Day” means any day, other than a Saturday or Sunday, (1) which is not a day on which banking institutions in the City of New York or the City of London are authorized or required by law or executive order to close and (2) on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (the TARGET2 system), or any successor thereto, operates.
“Clearstream” means Clearstream Banking SA or any successor securities clearing agency.
“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, the German government bond (Bundesanleihe) selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of euro-denominated corporate debt securities of a comparable maturity to the remaining term of such Notes.
“Comparable Government Bond Price” means, with respect to any redemption date, (1) the arithmetic average of the Reference Government Bond Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Government Bond Dealer Quotations, or (2) if BHH LLC obtains fewer than four such Reference Government Bond Dealer Quotations, the arithmetic average of all such quotations.
“Comparable Government Bond Rate” means, with respect to any Redemption Date, the rate per annum equal to the yield to maturity, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards) , on the third Business Day prior to the Redemption Date, calculated in accordance with customary financial practice in pricing new issues of comparable corporate debt securities paying interest on an annual basis (ACTUAL/ACTUAL (ICMA)) of the Comparable Government Bond, assuming a price for the
“Consolidated Net Worth” means the amount of total equity shown in the Company’s most recent quarterly statement of financial position.
“Definitive Security” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Article IV, substantially in the form of Exhibit A, Exhibit B, Exhibit C or Exhibit D hereto, as applicable, except that such Note shall not bear the Global Security Legend and shall not have the “Schedule of Exchanges of Interests in the Global Security” attached thereto.
“Depositary” has the meaning specified in Section 2.13.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Euro,” “euros” and “€” means the currency of the member states of the European Monetary Union that have adopted or that adopt the single currency in accordance with the treaty establishing the European Community, as amended by the Treaty on European Union.
“Euroclear” means Euroclear Bank SA/NV as operator of the Euroclear System or any successor securities clearance agency.
4
“Guarantee” has the meaning specified in Section 6.01.
“Indenture” means the Original Indenture as supplemented by the Second Supplemental Indenture, the Seventh Supplemental Indenture and this Eighth Supplemental Indenture, as any of the foregoing may be amended or supplemented from time to time in accordance with the terms thereof or hereof, including the provisions of the Trust Indenture Act that are deemed to be a part thereof or hereof.
“Independent Investment Banker” means one of the Reference Government Bond Dealers selected by the Company.
“Indirect Participant” means a Person who holds a beneficial interest in a Global Security through a Participant.
“Initial Securities” has the meaning specified in Section 2.02. The Initial Securities constitute the Notes issued on the date hereof.
“Issue Date” means March 11, 2026, the first date on which the Notes are issued under this Eighth Supplemental Indenture.
“Notes” means the 2030 Notes, the 2034 Notes, the 2038 Notes and the 2046 Notes, collectively.
“Par Call Date” means with respect to the 2030 Notes, February 11, 2030; with respect to the 2034 Notes, January 11, 2034; with respect to the 2038 Notes, December 11, 2037; and with respect to the 2046 Notes, September 11, 2045.
“Participant” means, with respect to the Depositary, a Person who has an account with the Depositary.
“Parent Guarantor” means Baker Hughes Company, a Delaware corporation.
“Person” shall have the meaning set forth in the Original Indenture and includes a “person” or “group” as these terms are used in Section 13(d)(3) of the Exchange Act.
“Principal Property” means any real property, manufacturing plant, warehouse, office building or other physical facility, or any item of marine, transportation or construction equipment or other like depreciable assets of the Company or of any Restricted Subsidiary, whether owned at or acquired after March 11, 2026, unless, in the opinion of the Board of Directors, such plant or facility or other asset is not of material importance to the total business conducted by the Company and its Restricted Subsidiaries taken as a whole.
“Reference Government Bond Dealer” means each of (i) Goldman Sachs & Co. LLC, Morgan Stanley & Co. International plc, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and J.P. Morgan Securities plc, or any of their affiliates that are primary European government securities dealers, and their respective successors; provided that if any of the foregoing or any of their affiliates shall cease to be a primary European government securities dealer (“Primary Dealer”), the Company shall substitute therefor another Primary Dealer and (ii) another other Primary Dealers selected by the Company
5
“Reference Government Bond Dealer Quotations” means, with respect to each Reference Government Bond Dealer and any redemption date, the arithmetic average, as determined by BHH LLC, of the bid and asked prices for the Comparable Government Bond (expressed in each case as a percentage of its principal amount) quoted in writing to the Issuers by such Reference Government Bond Dealer at 11:00 a.m., Brussels time, on the third business day preceding such redemption date..
“Restricted Subsidiary” means: (i) any Subsidiary of the Company that owns, directly or indirectly through ownership of another Subsidiary of the Company, a Principal Property located in the United States or Canada; or (ii) the Co-Obligor and any other Subsidiary of the Company that the Company designates as a Restricted Subsidiary.
“Sale and Leaseback Transaction” means any arrangement with any Person under which the Company or any Restricted Subsidiary leases for a term of more than three years any Principal Property that the Company or any Restricted Subsidiary has sold or transferred or will sell or transfer to that Person. This term excludes leases of any Principal Property the Company or any Restricted Subsidiary acquires or places in service within 180 days prior to the arrangement.
“SEC” means the U.S. Securities and Exchange Commission.
Other Definitions
| Term | Defined in Section |
|---|---|
| “Definitive Securities Issuance Date” | 4.01(b) |
| “Interest Payment Date” | 2.03(b) |
| “Regular Record Date” | 2.03(b) |
ARTICLE II
Designation and Terms of the Securities
SECTION 2.01. Title. There is hereby created pursuant to Section 301 of the Indenture (i) a series of Securities that shall have the title of “3.226% Senior Notes due 2030”, (ii) a series of Securities that shall have the title of “3.812% Senior Notes due 2034”, (iii) a series of Securities that shall have the title of “4.193% Senior Notes due 2038” and (iv) a series of Securities that shall have the title of “4.737% Senior Notes due 2046”.
SECTION 2.02. Aggregate Principal Amount; Execution and Authentication. (a) The aggregate principal amount of Notes which may be authenticated and delivered under this Eighth Supplemental Indenture is not limited. The aggregate principal amount of the 2030 Notes initially authorized for authentication and delivery pursuant to this Eighth Supplemental Indenture (the “2030 Initial Securities”) is limited to €600,000,000 or in exchange for, or in lieu of, other 2030 Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture or Article IV of this Eighth Supplemental Indenture. The aggregate principal amount of the 2034 Notes
6
initially authorized for authentication and delivery pursuant to this Eighth Supplemental Indenture (the “2034 Initial Securities”) is limited to €900,000,000 or in exchange for, or in lieu of, other 2034 Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture or Article IV of this Eighth Supplemental Indenture. The aggregate principal amount of the 2038 Notes initially authorized for authentication and delivery pursuant to this Eighth Supplemental Indenture (the “2038 Initial Securities”) is limited to €750,000,000 or in exchange for, or in lieu of, other 2038 Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture or Article IV of this Eighth Supplemental Indenture. The aggregate principal amount of the 2046 Notes initially authorized for authentication and delivery pursuant to this Eighth Supplemental Indenture (the “2046 Initial Securities”) is limited to €750,000,000 or in exchange for, or in lieu of, other 2046 Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture or Article IV of this Eighth Supplemental Indenture.
(b) The Issuers may forthwith execute, and upon a Company Order, the Trustee shall authenticate and deliver, the Initial Securities for original issue in accordance with the provisions of Section 303 of the Original Indenture.
(c) At any time and from time to time after the Issue Date, in accordance with Section 2.08, the Issuers may execute, and upon a Company Order, the Trustee shall authenticate and deliver, any Additional Securities for original issue in accordance with the provisions of Section 303 of the Original Indenture in an aggregate principal amount determined at the time of issuance and specified in such Company Order. Such Company Order shall specify the principal amount of the Additional Securities to be authenticated, the date on which the original issue of such Additional Securities is to be authenticated and the additional information set forth in Section 2.08(b).
(d) Each series of Initial Securities and any Additional Securities in respect thereof shall be considered collectively as a single series for all purposes of the Indenture. Holders of the Initial Securities of a series and any Additional Securities in respect thereof will vote and consent together on all matters to which such Holders are entitled to vote or consent as one series, and none of the Holders of the Initial Securities of a series or any Additional Securities in respect thereof shall have the right to vote or consent as a separate series or class on any matter to which such Holders are entitled to vote or consent.
SECTION 2.03. Maturity; Interest Rate; and Denomination of Notes. (a) The principal of the 2030 Notes shall be payable on March 11, 2030. The principal of the 2034 Notes shall be payable on March 11, 2034. The principal of the 2038 Notes shall be payable on March 11, 2038. The principal of the 2046 Notes shall be payable on March 11, 2046.
(b) The 2030 Notes shall bear interest at the rate of 3.226% per annum, the 2034 Notes shall bear interest at the rate of 3.812% per annum, the 2038 Notes shall bear interest at the rate of 4.193% per annum and the 2046 Notes shall bear interest at the rate of 4.737% per annum, in each case from March 11, 2026 or the most recent March 11 which interest has been paid or duly provided for on the Notes of such series. Each March 11 in each year, commencing March 11, 2027, shall be an “Interest Payment Date” for the Notes. The February 25 (whether or not a Business Day), as the case may be, next preceding an Interest Payment Date shall be the “Regular Record Date” for the interest payable on such Interest Payment Date. Interest payable
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at the maturity of each series of Notes will be payable to the Person in whose name the note is registered at the close of business on the Regular Record Date for such interest. If any interest payment date falls on a day that is not a Business Day, the interest payment will be made on the next day that is a Business Day with the same force and effect as if made on such interest payment date, and no interest on such payment will accrue for the period from and after such interest payment date. If the maturity date of the Notes falls on a day that is not a Business Day, the payment of interest, premium, if any, and principal may be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the maturity date. Interest payable on the Notes on any interest payment date, redemption date or maturity date shall be the amount of interest accrued from, and including, the next preceding interest payment date in respect of which interest has been paid or duly provided for (or from and including the original issue date of the Notes, if no interest has been paid or duly provided for) to, but excluding, such interest payment date, redemption date or maturity date, as the case may be. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Markets Association.
(c) The Notes shall be issuable in minimum denominations of €100,000 and multiples of €1,000 in excess thereof.
SECTION 2.04. Place and Method of Payment. (a) The principal of (and premium, if any) and interest on the Notes shall be payable (x) if the Notes are Global Securities, through the relevant Depositary or (y) if the Notes are not Global Securities, at the corporate trust office of the Paying Agent in London, England, against surrender of such Note in the case of any payment due at the Maturity of the principal thereof or any payment of interest that becomes payable on a day other than an Interest Payment Date, and in the case of clause (x) or clause (y), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that if the Notes are not Global Securities, (i) payment of interest on an Interest Payment Date will be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and all other payments will be made by check against surrender of such Notes; (ii) all payments by check will be made in next-day funds (i.e., funds that become available on the day after the check is cashed); and (iii) notwithstanding clauses (i) and (ii) above, with respect to any payment of any amount due on the Notes, if such Note is in a denomination of at least €1,000,000 and the Holder thereof at the time of surrender thereof or, in the case of any payment of interest on any Interest Payment Date, the Holder thereof on the related Regular Record Date delivers a written request to the Paying Agent to make such payment by wire transfer at least five Business Days before the date such payment becomes due, together with appropriate wire transfer instructions specifying an account at a bank in New York, New York, the Issuers shall make such payment by wire transfer of immediately available funds to such account at such bank in New York City, any such wire instructions, once properly given by a Holder as to such Notes, remaining in effect as to such Holder and such Notes unless and until new instructions are given in the manner described above and provided further, that notwithstanding anything in the foregoing to the contrary, if the Notes are Global Securities, payment shall be made pursuant to the Applicable Procedures of the relevant Depositary. In accordance with Section 1002 of the Indenture, the “Place of Payment” with respect to the Notes shall be London, England. All payments of principal of (and premium, if any) and interest on the Notes shall be made by the Company to the Paying Agent no later than 10:00 am, London time, on the date such payment is due.
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(b) Initial holders will be required to pay for the Notes in euros, and all payments on the Notes will be payable in euros; provided that if on or after the date of this prospectus supplement the euro is unavailable to the Issuers due to the imposition of exchange controls or other circumstances beyond the Issuers’ control or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Notes will be made in U.S. dollars until the euro is again available to the Issuers or so used. The amount payable on any date in euros will be converted into U.S. dollars at the rate mandated by the Board of Governors of the Federal Reserve System as of the close of business on the second business day prior to the relevant payment date or, in the event the Board of Governors of the Federal Reserve System has not mandated a rate of conversion, on the basis of the most recent U.S. dollar/euro exchange rate published in The Wall Street Journal on or prior to the second business day prior to the relevant payment date. Any payment in respect of the Notes so made in U.S. dollars will not constitute an event of default under the Notes or the Indenture. Neither the Trustee, transfer agent and registrar nor the paying agent will have any responsibility for any calculation or conversion in connection with the foregoing.
SECTION 2.05. Optional Redemption. (a) Each series of the Notes shall be subject to redemption, as a whole at any time or in part from time to time, at the option of the Company.
(b) Except in the case of the Special Mandatory Redemption described in Section 2.06, if any of the Notes are redeemed prior to the applicable Par Call Date, the applicable Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) for the Notes will be equal to the greater of (1) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if such Notes matured on the applicable Par Call Date from the redemption date to the applicable Par Call Date (exclusive of any accrued interest) discounted to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate plus the applicable Redemption Spread (as defined below) or (2) 100% of the principal amount of the Notes to be redeemed; plus, in either case, accrued and unpaid interest thereon to the redemption date (subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date). The “Redemption Spread” means, with respect to the 2030 Notes, 15 basis points; with respect to the 2034 Notes, 20 basis points; with respect to the 2038 Notes, 20 basis points; and with respect to the 2046 Notes, 25 basis points. The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
(c) On or after the applicable Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
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(d) Unless the Issuers default in payment of the applicable Redemption Price, on and after the applicable Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption.
(e) In the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Notes of a principal amount of €100,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by the Depositary, the redemption of the Notes shall be done in accordance with the policies and procedures of the Depositary.
(f) Notices of redemption will be delivered at least 10 but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at its registered address, except that notices may be delivered more than 60 days prior to a Redemption Date if the notice is issued in connection with a Covenant Defeasance or Defeasance with respect to the Notes or a satisfaction and discharge of the Indenture with respect to the Notes. A notice of redemption need not set forth the exact Redemption Price but only the manner of calculation thereof. Notice of any redemption of Notes may, at the Company’s discretion, be given subject to one or more conditions precedent. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant Redemption Date. The Company shall notify Holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Company is not able or willing to waive such conditions precedent, in each case subject to Applicable Procedures of the Depositary. Once notice of redemption is delivered, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Notes called for redemption shall become due and payable on the applicable Redemption Date and at the applicable Redemption Price as set forth herein.
(g) In the event of any redemption requiring a calculation of the present value of the principal and interest payments in respect of Notes, the Company may appoint a calculation agent to make any such required calculation. For the avoidance of doubt, The Bank of New York Mellon Trust Company, N.A. shall not be responsible for calculating any present value or make-whole amounts in connection with the Notes. The Company shall be responsible for these calculations or shall appoint a separate calculation agent for that purpose.
SECTION 2.06. Special Mandatory Redemption. (a) If (i) Chart Merger is not consummated on or before the later of (x) July 28, 2026 and (y) the date that is five business days after the Outside Date (as defined in the Merger Agreement), (ii) prior to the Outside Date, the Merger Agreement is terminated or (iii) the Company notifies the Trustee that the Parent Guarantor will not pursue consummation of the Chart Merger (any such event, a “Special Mandatory Redemption Event”), then the Company will be required to redeem all the Notes (the “SpecialMandatory Redemption”), at a redemption price equal to 101% of the aggregate
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principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined herein) (subject to the right of holders of such Notes of record on the relevant record date to receive interest due on an interest payment date falling prior to the Special Mandatory Redemption Date) (the “Special Mandatory Redemption Price”). Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will have no obligation to monitor, or otherwise inquire into, the status of the Chart Merger.
(b) In the event that the Company becomes obligated to redeem the Notes pursuant to the Special Mandatory Redemption, the Company will promptly, and in any event not more than 10 business days after the Special Mandatory Redemption Event, deliver notice to the Trustee of the Special Mandatory Redemption and the date upon which the Notes will be redeemed (the “SpecialMandatory Redemption Date”), which date shall be no later than the tenth business day following the date of such notice to the Trustee unless some longer minimum period may be required by the Depositary, together with a notice of Special Mandatory Redemption for the Trustee to deliver to each registered holder of the Notes, which notice shall be provided to the Trustee with sufficient time to allow the Trustee to deliver such notice to holders at least 10 days prior to the Special Mandatory Redemption Date (which is understood to mean at least three business days prior to the date on which the notice must be sent). The Trustee will then reasonably promptly mail or electronically deliver (or otherwise transmit in accordance with the Depositary’s procedures) such notice of Special Mandatory Redemption to each registered holder of the Notes.
(c) On or before the Special Mandatory Redemption Date, the Company will pay to the Paying Agent for payment to each Holder of the Notes the applicable Special Mandatory Redemption Price for such Holder’s Notes.
(d) Failure to make the Special Mandatory Redemption, if required in accordance with the terms described above, will constitute an Event of Default with respect to the Notes.
(e) [reserved]
(f) Upon the consummation of the Chart Merger, the foregoing provisions regarding Special Mandatory Redemption will cease to apply. For the purposes of the foregoing, the Chart Merger will be deemed consummated if “Closing” under the Merger Agreement occurs, including after giving effect to any amendments or modifications to the Merger Agreement or waivers thereunder acceptable to the Company.
(g) For purposes of the foregoing discussion, the following definition applies:
(1) “Chart” means Chart Industries, Inc., a Delaware corporation.
(2) “Chart Merger” means the transaction pursuant to which Merger Sub (as defined below) will merge with and into Chart, with Chart surviving the Merger as a wholly owned subsidiary of Parent Guarantor.
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(3) “Merger Agreement” means the Agreement and Plan of Merger, dated July 28, 2025, by and among Parent Guarantor, Chart and Tango Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent Guarantor (“Merger Sub”), as it may be amended from time to time.
SECTION 2.07. Redemption for Tax Reasons. (a) If, as a result of any change in, or amendment to, the laws of the United States or the official interpretation thereof that is announced or becomes effective on or after March 11, 2026 , the Issuers become or, based upon a written opinion of independent counsel selected by the Issuers, will become obligated to pay Additional Amounts (as defined in Section 2.08) with respect to the Notes, then the Issuers may at any time at their option redeem, in whole, but not in part, the Notes on not less than 10 nor more than 60 days’ prior notice, at a Redemption Price equal to 100% of their principal amount, plus accrued and unpaid interest on the Notes to be redeemed to, but excluding, the date of redemption.
SECTION 2.08. Payment of Additional Amounts. (a) The Issuers shall, subject to the exceptions and limitations set forth below, pay as additional interest on the Notes such additional amounts (the “Additional Amounts”) as are necessary in order that the net payment by the Issuers or a Paying Agent of the principal, premium and interest with respect to the Notes to a holder that is not a United States person (as defined herein), after withholding or deduction for any present or future tax, assessment or other governmental charge imposed by the United States or a taxing authority in the United States, will not be less than the amount provided in the Notes to be then due and payable; provided, however, that the foregoing obligation to pay Additional Amounts will not apply:
(1) to any tax, assessment or other governmental charge that would not have been imposed but for the holder, a fiduciary, settlor, beneficiary, member or shareholder of the holder, or a person holding a power over an estate or trust administered by a fiduciary holder, being treated as:
(A) being or having been present in, or engaged in a trade or business in, the United States, being treated as having been present in, or engaged in a trade or business in, the United States, or having or having had a permanent establishment in the United States;
(B) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes, the receipt of any payment in respect of the Notes or the enforcement of any rights under the Indenture), including being or having been a citizen or resident of the United States or treated as being or having been a resident thereof;
(C) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for U.S. federal income tax purposes, a foreign tax exempt organization, or a corporation that has accumulated earnings to avoid United States federal income tax;
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(D) being or having been a “10-percent shareholder,” as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision, of BHH LLC; or
(E) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business, within the meaning of section 881(c)(3) of the Code or any successor provision;
(2) to any holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(3) to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of the Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge;
(4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Issuers or a Paying Agent from the payment;
(5) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge;
(6) to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the holder of any note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(7) to any tax, assessment or other governmental charge required to be withheld or deducted that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code (or any amended or successor version of such Sections that is substantively comparable and not materially more onerous to comply with), any Treasury regulations promulgated thereunder, or any other official interpretations thereof (collectively, “FATCA”), any agreement (including any intergovernmental agreement) entered into in connection therewith, or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA;
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(8) any tax, assessment or other governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(9) any tax, assessment or other governmental charge imposed by reason of the failure of the beneficial owner to fulfill the statement requirements of Section 871(h) or Section 881(c) of the Code;
(10) any tax imposed pursuant to Section 871(h)(6) or 881(c)(6) of the Code (or any amended or successor provisions); or
(11) in the case of any combination of items (1) through (11).
(b) Except as specifically provided under this Section 2.08, the Company will not be required to pay additional amounts in respect of any tax, assessment or other governmental charge. References in this prospectus supplement and the accompanying prospectus to any payment on the Notes include the related payment of additional amounts, as applicable.
(c) As used under this Section 2.08 and under Section 2.07, the term “United States” means the United States of America, any state thereof, and the District of Columbia, and the term “United States person” means (i) any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia (other than a partnership that is not treated as a United States person for U.S. federal income tax purposes), (iii) any estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) any trust if a U.S. court can exercise primary supervision over the administration of the trust and one or more United States persons can control all substantial trust decisions, or if a valid election is in place to treat the trust as a United States person.
SECTION 2.09. No Sinking Fund or Holder Redemption Right. The Notes shall not have the benefit of or be subject to any sinking fund requirement and shall not be subject to redemption at the option of the Holders.
SECTION 2.10. Forms of Notes. (a) Forms Generally. 2030 Notes issued in global form shall be substantially in the form of Exhibit A attached hereto, 2034 Notes issued in global form shall be substantially in the form of Exhibit B attached hereto, 2038 Notes issued in global form shall be substantially in the form of Exhibit C attached hereto and 2046 Notes issued in global form shall be substantially in the form of Exhibit D attached hereto. 2030 Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto, 2034 Notes issued in definitive form shall be substantially in the form of Exhibit B attached hereto, 2038 Notes issued in definitive form shall be substantially in the form of Exhibit C attached hereto and 2046 Notes issued in definitive form shall be substantially in the form of Exhibit D attached hereto (but, in each case, without the Global Security Legend thereon and without the Schedule of Exchanges of Interests in the Global Security attached thereto).
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(b) Initial Securities. The Initial Securities shall initially be issued and authenticated solely in the form of Global Securities (as more fully set forth below).
(c) Global Securities. Each Global Security shall represent such of the outstanding Notes as shall be specified therein, and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. In the event of any increase or decrease in the aggregate principal amount of outstanding Notes represented by any Global Security, the Trustee, in accordance with instructions given by the Holder thereof as required by Article IV, shall endorse such Global Security to reflect such increase or decrease and the Security Registrar shall also reflect on the Security Register the date and amount of any such increase or decrease.
(d) Definitive Securities. Notwithstanding any other provision of this Article II, any issuance of Definitive Securities shall not occur, and owners of beneficial interests in Global Securities shall not be entitled to receive Definitive Securities in exchange therefor, until a Definitive Securities Issuance Date shall occur in the specific circumstances set forth in Section 4.01.
SECTION 2.11. Additional Securities. (a) The Issuers shall be entitled at any time or from time to time to issue: (i) 2030 Additional Securities that have identical terms as the 2030 Initial Securities, (ii) 2034 Additional Securities that have identical terms as the 2034 Initial Securities, (iii) 2038 Additional Securities that have identical terms as the 2038 Initial Securities and (iv) 2046 Additional Securities that have identical terms as the 2046 Initial Securities, in each case, except for the issue date, issue price and the date from which interest shall accrue.
(b) With respect to any Additional Securities, the Company Order referred to in Section 2.02(c) shall specify the issue price and the issue date of such Additional Securities, including the date from which interest shall accrue and the first Interest Payment Date therefor.
(c) Additional Securities issued before the Definitive Securities Issuance Date shall be issued solely in the form of Global Securities; and any Additional Securities issued from and after the Definitive Securities Issuance Date shall be issued solely in the form of Definitive Securities.
SECTION 2.12. Defeasance and Covenant Defeasance. For the avoidance of doubt, the provisions of Section 1302 and Section 1303 of the Indenture with respect to Defeasance of the Securities of a series and Covenant Defeasance of the Securities of a series, respectively, shall be applicable to the Notes. In the case of Defeasance or Covenant Defeasance of the Securities, the Co-Obligor will be released to the same extent as the Company.
SECTION 2.13. Depositary. With respect to the Global Securities, the Issuers shall appoint a common depositary of Clearstream and Euroclear, which initially shall be The Bank of New York Mellon, London Branch, its nominees and all respective successors thereto appointed as common depositary hereunder and having become such pursuant to the applicable provision of this Eighth Supplemental Indenture.
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SECTION 2.14. Other Terms and Form of the Notes. The Notes shall have and be subject to such other terms as provided in the Original Indenture and this Eighth Supplemental Indenture. The 2030 Notes, the 2034 Notes, the 2038 Notes and the 2046 Notes and, in each case, the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A, Exhibit B, Exhibit C, Exhibit D, respectively, hereto, which are hereby incorporated in and expressly made a part of this Eighth Supplemental Indenture.
SECTION 2.15. Applicability. The provisions of this Article II shall apply only to the Notes. Section 202, Section 203 and Section 205 of the Original Indenture are replaced and restated, solely for purposes of the Notes, by Section 2.07(a) herein and Exhibit A, Exhibit B, Exhibit C and Exhibit D hereto.
SECTION 2.16. Paying Agents. The Company may add, replace or terminate any Paying Agent from time to time. The Company may act as Paying Agent. The Company shall notify the Trustee of changes in any paying agent. The Company hereby appoints The Bank of New York Mellon, London Branch, to act as initial Paying Agent under this Eighth Supplemental Indenture, and The Bank of New York Mellon, London Branch hereby accepts such appointment pursuant to, and in accordance with, the terms contained herein.
ARTICLE III
Amendments and Supplements to Certain Sections of the Original Indenture
SECTION 3.01. SEC Reports; Financial Information. So long as any Notes remain outstanding, the Parent Guarantor will file or cause to file with the Trustee copies, within 15 days after the Parent Guarantor has filed the same with the SEC, of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which the Parent Guarantor may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act. The Parent Guarantor shall also comply with Section 314(a) of the Trust Indenture Act. Any document or report that the Parent Guarantor has filed with the SEC and that is publicly accessible on the SEC’s EDGAR system will be deemed filed with the Trustee and transmitted to the Holders for purposes of this Eighth Supplemental Indenture.
SECTION 3.02. Restriction on Liens; Restriction on Sale and Lease-Back Transactions. (a) So long as any of the Notes remain outstanding, subject to Section 3.02(c) below, the Company will not, and will not permit any Restricted Subsidiary to, issue, assume or guarantee any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (“debt”) if that debt is secured by a mortgage on any Principal Property, or on any shares of stock or indebtedness of any Restricted Subsidiary (whether the Principal Property, shares of stock or indebtedness is owned at or acquired after March 11, 2026), without in any such case effectively providing that the Notes shall be secured equally and ratably with or prior to such debt until such time as such debt is no longer so secured by such mortgage. This restriction, however, shall not apply to: (i) mortgages on property of any corporation or other
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Person existing at the time such corporation or other Person becomes a Restricted Subsidiary; (ii) mortgages on property of a corporation or other Person existing at the time that corporation or other Person is merged into or consolidated with the Company or a Restricted Subsidiary or at the time of a sale, transfer, conveyance or the disposition of all or substantially all of the properties or assets of that corporation or other Person to the Company or a Restricted Subsidiary; (iii) mortgages on any property the Company or any Restricted Subsidiary acquires, constructs, develops, expands or improves that secure debt issued, assumed or guaranteed (or issued, assumed or guaranteed pursuant to a commitment entered into) prior to, at the time of or within 12 months after the acquisition or completion of construction, development, expansion or improvement of the property (or, in the case of property constructed, developed, expanded or improved, if later, the commencement of commercial operation of the property) for the purpose of financing all or any part of the purchase price of the property or the cost of the construction or improvement (together with, in the case of construction, development, expansion or improvement, mortgages on property previously owned by the Company or any Restricted Subsidiary to the extent constituting unimproved real property on which the property being constructed, developed or expanded or the improvement is located); (iv) mortgages securing debt owing by the Company or any Restricted Subsidiary to the Company or another Restricted Subsidiary; (v) mortgages on property of the Company or a Restricted Subsidiary in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure any debt incurred for the purpose of financing all or any part of the purchase price or the cost of construction, development, expansion or improvement of the property subject to such mortgages or to secure partial, progress, advance or other payments pursuant to the provisions of any contracts, statute, law, rule or regulation; (vi) mortgages incurred in connection with pollution control, industrial revenue or similar financings; (vii) mortgages incurred or deposits made (including mortgages and deposits securing letters of credit or similar financial assurance) to secure the performance of or in connection with bids, tenders, statutory, governmental or private contractual or other obligations, surety, performance, completion, appeal or similar bonds, leases, return-of-money bonds and other obligations similar to any of the foregoing, in each case in the ordinary course of business; (viii) mortgages arising by operation of law, including but not limited to mortgages for taxes, assessments or similar charges that are not yet due or the validity of which is being contested in good faith by appropriate proceedings; (ix) mortgages existing at the Issue Date; (x) mortgages on inventory to secure current liabilities of debt; and (xi) any extension, renewal or replacement or successive extensions, renewals or replacements, in whole or in part, of any mortgage referred to in the clauses immediately above if the amount of debt secured by the extended, renewed or replacement mortgage does not exceed the amount of the debt refinanced (plus accrued interest and premiums with respect thereto) plus transaction expenses related thereto and such mortgage is limited to the property secured by the original mortgage plus improvements thereon.
(b) So long as any of the Notes remain outstanding, subject to Section 3.02(c) below, the Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction of any Principal Property unless (i) the Company or such Restricted Subsidiary would be entitled to issue, assume or guarantee debt secured by a mortgage upon the Principal Property involved in an amount at least equal to the Attributable Debt for that transaction without equally and ratably securing the Notes, (ii) an amount in cash equal to the Attributable Debt for that transaction is applied prior to, at the time of or within 12 months after
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that transaction to the retirement of Notes or other debt of the Company or debt of a Restricted Subsidiary, which by its terms matures at or is extendible or renewable at the option of the obligor to a date more than 12 months after its creation and which, in the case of such debt of the Company, is not subordinate in right of payment to the Notes or (iii) prior to, at the time of or within 12 months after such transaction, the Company or a Restricted Subsidiary uses an amount equal to the Attributable Debt for the purchase of any asset or any interest in an asset which would qualify, after purchase, as a Principal Property. This Section 3.02(b) does not apply to any Sale and Leaseback Transaction (i) entered into in connection with an industrial revenue, pollution control or similar financing or any Sale and Leaseback Transaction or (ii) in which the only parties involved are the Company and any Subsidiary or Subsidiaries. When calculating the amount of Attributable Debt, any Attributable Debt for these Sale and Leaseback Transactions will be excluded.
(c) In addition to the exceptions set forth under Sections 3.02(a) and 3.02(b) above, the Company and any Restricted Subsidiary may incur debt secured by mortgages and enter into additional Sale and Leaseback Transactions otherwise prohibited by (and not permitted under the exceptions to) Sections 3.02(a) or 3.02(b) above as long as the total of such debt secured by mortgages plus the Attributable Debt in respect of such Sale and Leaseback Transactions does not exceed 10% of Consolidated Net Worth.
SECTION 3.03. Applicability. The covenants set forth in Sections 3.01 and 3.02 are applicable only to the Securities of each series of Notes established under this Eighth Supplemental Indenture and are solely for the benefit of the Holders of the Notes. Section 704 of the Original Indenture is replaced and restated, solely for purposes of the Notes established under this Eighth Supplemental Indenture, by Section 3.01 herein.
ARTICLE IV
Transfer and Exchange
SECTION 4.01. Transfer and Exchange of Global Securities; Limited Rights of Beneficial Owners. (a) The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:
(1) Each Global Security authenticated under this Eighth Supplemental Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Note for all purposes of the Indenture.
(2) Notwithstanding any other provision in the Original Indenture or this Eighth Supplemental Indenture, no Global Security may be exchanged in whole or in part for Notes registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless:
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(A) such Depositary has notified the Issuers that it (i) is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, or
(B) the Issuers have executed and delivered to the Trustee a Company Order stating that such Global Security shall be exchanged in whole for Definitive Securities.
In addition to the foregoing clauses (A) and (B), if an Event of Default with respect to the Notes of a series has occurred and is continuing, a Holder of the Notes of such series may request and the Issuers shall issue Definitive Securities registered in such Holder’s name representing such Holder’s beneficial interest in the Global Security representing such series of Notes. If the Issuers receive a notice of the kind specified in clause (A) above, the Issuers may, in their sole discretion, designate a successor Depositary for such Global Security within 90 days after receiving such notice. If the Issuers designate a successor Depositary as aforesaid, such Global Security shall promptly be exchanged in whole for one or more other Global Securities registered in the name of the successor Depositary, whereupon such designated successor shall be the Depositary for such successor Global Security or Global Securities and the provisions of clauses (1), (2), (3) and (4) of this provision shall continue to apply thereto.
(3) Subject in all cases to clause (2) above, any exchange of a Global Security for other Notes may be made in whole or in part, and all Notes issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.
(4) Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to Section 304, 306, 906 or 1107 of the Original Indenture or this Article IV or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless upon a Definitive Securities Issuance Date such Note is issued as a Definitive Security.
(b) Upon the date 90 days after the Issuers have received notice from the Depositary pursuant to Section 4.01(a)(2)(A) and have not appointed a successor Depositary or have delivered a Company Order to the Trustee pursuant to Section 401(a)(2)(B) or, in either case, such earlier date as the Issuers elects by written notice to the Trustee (the “Definitive Securities Issuance Date”), (x) the Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Securities in definitive, fully registered form without interest coupons; (y) the Issuers shall execute, and upon a Company Order the Trustee shall authenticate and deliver, Definitive Securities in a like aggregate principal amount as the outstanding Global Securities registered, Definitive Securities in such names and authorized denominations as the Depositary shall instruct the Security Registrar in accordance with the Applicable Procedures; and (2) the Security Registrar shall cause the aggregate principal amount of such outstanding Global Securities to be reduced to zero pursuant to Section 4.07. The Trustee shall deliver such Definitive Securities to the Persons in whose names such Definitive Securities are so registered. Neither the Issuers nor the Security Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global Security, and each of the Issuers and the Security Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depositary for all purposes of the Indenture.
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(c) The Issuers, the Trustee and every Person who takes or holds any beneficial interest in a Global Security agree that:
(1) the Issuers and the Trustee may deal with the Depositary as sole owner of the Global Security and as the authorized representative of such Person;
(2) such Person’s rights in the Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreement between such Person and the Depositary and/or Participants and Indirect Participants of the Depositary;
(3) the Depositary and its participants make book-entry transfers of beneficial ownership among, and receive and transmit distributions of principal and interest on the Global Securities to, such Persons in accordance with the Applicable Procedures of the Depositary;
(4) none of the Issuers, the Trustee nor any agent of the Issuers or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests; and
(5) notwithstanding the foregoing, (x) subject to the provisions of Section 4.01(c)(2), the Holder of a Global Security shall be entitled to grant proxies and otherwise authorize any Person, including Participants and Indirect Participants and Persons that may hold interests through Participants and Indirect Participants, to take any action which a Holder is entitled to take under the Indenture or the Notes; and (y) nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Security.
SECTION 4.02. Transfer and Exchange of Beneficial Interests in the Global Securities. The transfer and exchange of beneficial interests in the Global Securities shall be effected through the Depositary, in accordance with the provisions of this Eighth Supplemental Indenture and the Applicable Procedures. Transfers of beneficial interests in the Global Securities also shall require compliance with subparagraph (a) below as well as one or more of the other following provisions of this Article IV, as applicable:
(a) Transfers and Exchanges of Beneficial Interests in Global Securities. In connection with all transfers and exchanges of beneficial interests, the transferor of such beneficial interest must deliver to the Security Registrar either:
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(A) (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged; and
(ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or
(B) upon the Definitive Securities Issuance Date; both
(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Security in an amount equal to the beneficial interest to be transferred or exchanged; and
(ii) instructions given by the Depositary to the Security Registrar containing information regarding the Person in whose name such Definitive Security shall be registered to effect the transfer or exchange referred to in Section 4.02(a)(B)(i) above.
(b) Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in the Indenture, the Notes or otherwise applicable under the Securities Act of 1933, as amended, the Trustee shall adjust the principal amount of each relevant Global Security pursuant to Section 4.07.
SECTION 4.03. No Transfer or Exchange of Beneficial Interests for Definitive Securities. Inasmuch as Definitive Securities will be issued only from and after a Definitive Securities Issuance Date in the limited circumstances specified in clause (2) of Section 4.01(a) whereby Notes are no longer to be represented by Global Securities, other than as and to the extent specified in Section 4.01, any holder of a beneficial interest in a Global Security will not be entitled to exchange such beneficial interest for a Definitive Security or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Security.
SECTION 4.04. No Transfer and Exchange of Definitive Securities for Beneficial Interests. Inasmuch as Definitive Securities will be issued only from and after a Definitive Securities Issuance Date in the limited circumstances specified in clause (2) of Section 4.01(a) whereby Notes are no longer to be represented by Global Securities, the Holder of a Definitive Security will not be entitled to exchange such Definitive Security for a beneficial interest in a Global Security.
SECTION 4.05. Transfer and Exchange of Definitive Securities for Definitive Securities. From and after any Definitive Securities Issuance Date, upon request by a Holder of Definitive Securities and such Holder’s compliance with the provisions of this Section 4.05, the Security Registrar shall register the transfer of, in the name of the designated transferee or transferees, one or more new Definitive Securities, or exchange Definitive Securities for other Definitive Securities, in each case, of any authorized denominations and of like aggregate
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principal amount. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Security Registrar the Definitive Securities to be transferred or exchanged duly endorsed, or accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Security Registrar duly executed, by the Holder thereof or such Holder’s attorney duly authorized in writing.
A Holder of Definitive Securities may transfer such Securities to a Person who takes delivery thereof in the form of a Definitive Security. Upon receipt of a request to register such a transfer, the Security Registrar shall register the Definitive Security pursuant to the instructions from the Holder thereof.
SECTION 4.06. Legends. The following legends shall appear on the face of all Global Securities and Definitive Securities issued (and all Securities issued in exchange therefor or substitution thereof) under this Eighth Supplemental Indenture unless specifically stated otherwise in the applicable provisions of this Eighth Supplemental Indenture:
THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THEBENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE SECURITY REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO ARTICLE IV OF THE EIGHTH SUPPLEMENTALINDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 4.01 OF THE EIGHTH SUPPLEMENTAL INDENTURE AND (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TOSECTION 4.07 OF THE EIGHTH SUPPLEMENTAL INDENTURE AND SECTION 309 OF THE ORIGINAL INDENTURE.
UNLESS AND UNTIL IT IS EXCHANGED INWHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY ORBY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (WHICH SHALL INITIALLY BE THE BANK OF NEW YORK MELLON,LONDON BRANCH) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE DEPOSITARY OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THEDEPOSITARY (AND ANY PAYMENT IS MADE TO THE DEPOSITARY OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFULINASMUCH AS THE REGISTERED OWNER HEREOF, THE DEPOSITARY, HAS AN INTEREST HEREIN.
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SECTION 4.07. Cancellation and/or Adjustment of Global Securities. At such time as all beneficial interests in a particular Global Security have been exchanged for Definitive Securities or a particular Global Security has been redeemed or canceled in whole and not in part, each such Global Security shall be returned to or retained and canceled by the Trustee in accordance with Section 309 of the Original Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security or for Definitive Securities:
(x) the Security Registrar shall reflect on the Security Register for the Notes the date and a corresponding decrease in the principal amount of such Global Security;
(y) the principal amount of Notes represented by such Global Security shall be reduced accordingly and an endorsement shall be made on such Global Security by the Trustee to reflect such reduction; and
(z) if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security, (1) the Security Registrar shall reflect on the Security Register for the Notes the date and a corresponding increase in the principal amount of such other Global Security and (2) such other Global Security shall be increased accordingly and an endorsement shall be made on such Global Security by the Trustee to reflect such increase.
SECTION 4.08. General Provisions Relating to Transfers and Exchanges. (a) To permit registrations of transfer and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Securities and Definitive Securities at the Security Registrar’s request in accordance with provisions providing for such registrations of transfer and exchange in this Article IV and Sections 304, 306, 906 and 1107 of the Original Indenture.
(b) No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuers may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304, 306, 906 or 1107 of the Original Indenture or Article IV of this Eighth Supplemental Indenture not involving any transfer.
(c) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under the Indenture, as the Notes surrendered upon such registration of transfer or exchange.
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(d) If Notes of a series are to be redeemed in whole or in part, the Issuers shall not be required (A) to issue, register the transfer of or exchange any Notes of such series during a period beginning at the opening of business 15 days before the day of selection of any such Notes for redemption in part under Section 1103 of the Original Indenture and ending at the close of business on the day of such selection, or (B) to register the transfer of or exchange any Note of such series so selected for redemption in whole or in part, except the unredeemed portion of any Note of such series being redeemed in part.
(e) Prior to due presentment of a Note for registration of transfer, the Issuers, the Trustee and any agent of the Issuers or the Trustee may treat the Person in whose name such Note is registered as the owner of such Note for the purpose of receiving payment of principal of and any premium and (subject to Section 307 of the Original Indenture) any interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuers, the Trustee nor any agent of the Issuers or the Trustee shall be affected by notice to the contrary.
(f) All certifications, certificates and Opinions of Counsel required to be submitted to the Security Registrar pursuant to this Article IV to effect a transfer or exchange may be submitted by facsimile or electronic (i.e., “pdf” or “tif”) transmission.
(g) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Eighth Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Global Security or Definitive Security other than to require delivery of such certificates and other documentation or evidence as is expressly required by, and to do so if and when expressly required by the terms of, this Eighth Supplemental Indenture, and to examine the same to determine substantial compliance as to conformity with the express requirements hereof.
(h) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
SECTION 4.09. Applicability. The provisions of this Article IV shall apply in lieu of the second through eighth paragraphs of Section 305 of the Original Indenture and shall apply only to the Notes.
ARTICLE V
Supplemental Indentures
SECTION 5.01. Supplemental Indentures Without Consent of Holders. Solely for purposes of each series of Notes, Section 901(10) of the Original Indenture is replaced in its entirety with the following:
“(10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (10) shall not adversely affect the interests of the Holders of Securities of any series in any material respect;
(11) to add a guarantee to the Notes of any series;
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(12) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;
(13) to make changes to provide for the issuance of Additional Securities in accordance with the Indenture;
(14) (A) to make changes or waivers that do not adversely affect the Notes of any series, even if they affect other debt securities and (B) to make changes that would not adversely affect the Notes of any series in any material respect; or
(15) to conform the text of the Indenture or the terms of the applicable series of Notes (as defined in the Eighth Supplemental Indenture) to the “Description of the Notes” in the Issuers’ prospectus supplement dated March 5, 2026 to the extent that such provision in that “Description of the Notes” was intended to be a verbatim recitation of a provision of the Indenture or the applicable series of Notes.”
The provisions set forth above are applicable only to the Notes established under this Eighth Supplemental Indenture and are solely for the benefit of the Holders of the Notes. Section 901(10) of the Original Indenture is replaced and restated, solely for purposes of the Notes established under this Eighth Supplemental Indenture, by this Section 5.01 herein.
ARTICLE VI
Guarantee
SECTION 6.01. The Guarantee. Subject to the provisions of this Article 6, the Parent Guarantor hereby fully and unconditionally guarantees the due and punctual payment of the principal of (and premium, if any) and interest on, and any other amounts payable under the Indenture and the Notes, when and as the same shall become due and payable, whether at maturity, a specified payment date, upon acceleration, redemption or otherwise, according to the terms thereof (the “Guarantee”). In the case of any failure by the Issuers (which term includes any successor Person under the Original Indenture) to make punctually any such payment of the principal of and, premium, if any, and interest on and any other amounts payable in respect of the Notes, the Parent Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at maturity, a specified payment date, upon acceleration, redemption or otherwise, according to the terms thereof, and as if such payment were made by the Parent Guarantor.
SECTION 6.02. Ranking. The Guarantee shall be the Parent Guarantor’s senior unsecured obligation and shall rank equally in right of payment with all of its other senior and unsecured debt obligations.
SECTION 6.03. Guarantee Unconditional. The Parent Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by: any invalidity, irregularity, illegality or unenforceability of any series of Notes, any incapacity or lack or limitations of powers, authority of the Issuers or of the Issuers’ directors, officers, employees, agents or representatives; any failure to enforce the provisions of any of the Notes; any waiver, modification, release, discharge or indulgence granted to the
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Issuers with respect thereto, by the holder of any of the Notes; the entry of any judgment against the Issuers; the initiation or pendency of any proceedings with respect to the Issuers under any applicable bankruptcy, liquidation, insolvency, reorganization or other similar law; or any other circumstance that may otherwise constitute a legal defense of, or equitable discharge to, the Parent Guarantor; provided, however, that no such waiver, modification or indulgence shall, without the consent of the Parent Guarantor, increase the principal of any Note, or increase the premium, if any, or the interest rate thereon or alter the maturity date thereof.
SECTION 6.04. Waiver by Parent Guarantor; Discharge Only Upon Payment in Full. Provided that any Holder of Notes shall have made a request (oral or written) to the Issuers for payment (which procedural requirement to make such a request shall not apply in the event of the initiation or pendency of any proceedings with respect to the Issuers under any applicable bankruptcy, liquidation, insolvency, reorganization or other similar law), the Parent Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest or notice with respect to any or all Notes or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, and premium, if any, and interest on and other amounts payable in respect of the Note. A Holder need not exhaust any recourse that it may have against the Issuers or other Persons before being entitled to full payment from the Parent Guarantor under the Guarantee.
SECTION 6.05. Payment Guarantee. The Guarantee is a guarantee of payment and not of collection.
SECTION 6.06. Subrogation. The Parent Guarantor shall be subrogated to all rights of the Holder of any Note against the Issuers in respect of any amounts paid to such Holder by the Parent Guarantor pursuant to the provisions of the Guarantee; provided, however, that the Parent Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon such right of subrogation until the principal of and, premium, if any, and interest on and any other amounts payable in respect of any Note shall have been paid in full.
SECTION 6.07. Reinstatement. If any Holder is required by any court or otherwise to return to the Issuers or the Parent Guarantor (or any trustee, liquidator, custodian or other similar official acting in relation to either the Issuers or the Parent Guarantor) any amount paid by the Issuers or the Parent Guarantor to such Holder, the Guarantee shall be reinstated in full force and effect to the extent theretofore discharged.
SECTION 6.08. Notation of Guarantee Not Required. The Parent Guarantor acknowledges that the Guarantee shall remain in full force and effect notwithstanding the absence on any Note of a notation relating to the Guarantee.
SECTION 6.09. Release of the Parent Guarantor.
(a) The Parent Guarantor’s obligations under the Guarantee shall terminate and be automatically released without the need for any action by any party: (i) upon satisfaction and discharge of the Original Indenture pursuant to Article IV of the Original Indenture; (ii) upon the liquidation or dissolution of the Parent Guarantor; or (iii) upon Parent Guarantor consolidating with, merging into or transferring all or substantially all of its properties or assets to the Company or another guarantor of the Notes.
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(b) Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect and reasonably satisfactory to the Trustee, the Trustee shall execute any documents (in form and substance reasonably satisfactory to the Trustee) reasonably required in order to evidence the release of the Parent Guarantor pursuant to this Section 2.09 from its obligations under the Guarantee.
SECTION 6.10. Benefits Acknowledged. The Parent Guarantor acknowledges that it will receive direct and indirect benefits from the arrangements contemplated by the Guarantee and that the Guarantee and waivers made by the Parent Guarantor pursuant to the Guarantee are knowingly made in contemplation of such benefits.
SECTION 6.11. Obligations Under Indenture. For the avoidance of doubt, the Parent Guarantor shall not be bound by any obligations or covenants under the Original Indenture except as set forth in this Eighth Supplemental Indenture or as otherwise required by the Trust Indenture Act.
ARTICLE VII
Paying Agent Matters
SECTION 7.01. Rights of Paying Agent. In connection with acting hereunder, the Paying Agent shall be entitled to the rights, protections, benefits, immunities and indemnities provided to the Trustee and set forth in the Indenture. For the avoidance of doubt, the provisions of Section 607 of the Indenture shall apply mutatis mutandis to the Paying Agent.
SECTION 7.02. [RESERVED]
SECTION 7.03. Withholding. The Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes pursuant to the Indenture for or on account of any present or future taxes, duties, assessments or government charges if and to the extent so required by applicable law, in which event the Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted.
SECTION 7.04. Notice. Any request, demand, authorization, direction, notice, consent, waiver or other documents provided or permitted by the Indenture to be made upon given or furnished to or filed with the Paying Agent by the Trustee or the Company be made, furnished or filed in writing and delivered by mail or email to The Bank of New York Mellon, London Branch, 160 Queen Victoria Street, London, England, EC4V 4LA, Attention: Corporate Trust Administration, e-mail: lisa.mccants@bny.com or such other address as the Paying Agent may provide to the Trustee and the Company from time to time. All notices hereunder shall be effective when actually received by the recipient, except that a communication actually received outside normal business hours shall be deemed to be received on the next business day in the city in which the recipient is located.
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SECTION 7.05. Resignation and Removal; Appointment of Successor. No resignation or removal of the Paying Agent shall become effective until the acceptance of appointment by the successor Paying Agent. The Paying Agent may resign at any time, other than on a day during the 45 day period preceding any payment date for the Notes upon 45 days’ prior written notice to the Company. The Company may remove the Paying Agent at any time upon 45 days’ written notice (or such lessor period of time as may be mutually agreed by the Paying Agent and the Company). Upon effective of the resignation or removal of the Paying Agent and the appointment of successor, following payment of any outstanding fees and expenses of the Paying Agent, the outgoing Paying Agent shall, at the Company’s instruction, deliver to the successor, the Company or the Trustee, all Notes (if any) and cash (if any) belonging to the Company and provide information regarding the status of any outstanding Notes as reasonably requested by the Company or the Trustee.
SECTION 7.06. General. Notwithstanding anything to the contrary contained herein:
(a) In acting under the Indenture, the Paying Agent shall not (i) be under any fiduciary duty towards any Person, (ii) be responsible for or liable in respect of the authorization, validity or legality of any Note amount paid by it hereunder (except to the extent that any such liability resulted from the Paying Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment), (iii) be under any obligation towards any Person other than the Trustee and Company or (iv) assume any relationship of agency or trust for or with any Holder.
(b) The Paying Agent shall not exercise any lien, right of set-off or similar claim against any Holder of a Note in respect of moneys payable by it under the Indenture, except to the extent permitted by Section 6.07 of the Indenture.
(c) The Paying Agent shall be obligated to perform only such duties as are specifically set forth in the Indenture and in the Notes, and no implied duties or obligations shall be read into the Indenture or the Notes against the Paying Agent.
(d) In no event will the Paying Agent be responsible or liable for any failure or delay in the performance of its obligations under the Indenture arising out of or caused, directly or indirectly, by circumstances beyond its control, including, without limitation, any provision of any present or future law or regulation or any act of any governmental authority, acts of God; earthquakes; fire; flood; terrorism; civil unrest, wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services or of any failure or delay in any clearing system; accidents; labor disputes; acts of civil or military authority.
(e) In no event shall the Paying Agent be liable for special, indirect, punitive, incidental, consequential or other similar loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Paying Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.
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(f) The Paying Agent shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of the Indenture; provided, that in the event that the Paying Agent shall exercise its right not to act pursuant to this clause (f), the Paying Agent shall promptly notify the Company and the Trustee and seek additional instructions that comply with the terms of the Indenture.
(g) The Paying Agent may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to the Indenture, which certificate may be signed by any person authorized to sign such a certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.
(h) The Paying Agent shall not be liable for any error of judgment made in good faith by it, unless it shall be proved that the Paying Agent was negligent in ascertaining the pertinent facts.
(i) If the Paying Agent considers in its reasonable judgment that the amounts actually received by it pursuant to the Indenture are insufficient to satisfy all claims with respect to all payments then falling due with respect to the Notes, the Paying Agent will promptly notify the Company and the Trustee and until such time as the Paying Agent has received the full amount of all such payments, the Paying Agent shall not be obligated to pay any such claims.
(j) The Paying Agent shall be entitled to take any action or to refuse to take any action which the Paying Agent regards as necessary for the Paying Agent to comply with any applicable law, regulation, fiscal requirement, court order, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system.
(k) The Paying Agent shall not have any responsibility or obligation to any beneficial owner of a Note, participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. The rights of beneficial owners in the Notes shall be exercised only through the Depositary subject to its applicable procedures. The Paying Agent shall have not any responsibility or liability for any acts or omissions of the Depositary with respect to such Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Note, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such Note, or for any transfers of beneficial interests in any such Note.
(l) Any funds held by the Paying Agent hereunder are held as banker and are not subject to the client money rules of the United Kingdom’s Financial Conduct Authority.
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SECTION 7.07. Indemnity. The Company shall indemnify, defend and hold harmless the Paying Agent, or any predecessor Paying Agent, and their respective officers, directors, employees, representatives and agents from and against, and reimburse the Paying Agent for, any and all claims, obligations, liabilities, losses, damages, penalties, stamp or other similar taxes (other than taxes based upon, measured by or determined by the income of the Paying Agent), actions, suits, judgments, reasonable costs and expenses (including reasonable attorney’s fees and expenses) of whatever kind or nature demanded, asserted or claimed against, or incurred by, the Paying Agent (whether demanded, asserted or claimed by any holder of a Note or any other Person), directly or indirectly relating to, or arising from, claims against the Paying Agent arising out of or in connection with the Indenture, the Notes, the administration of the transactions contemplated thereby (including disputes between the parties or enforcement of the Indenture, including this Eighth Supplemental Indenture), of the performance of its duties under the Indenture, including reasonable attorneys’ and consultants’ fees and expenses and court costs, except to the extent caused by the Paying Agent’s gross negligence or willful misconduct. The indemnity contained in this Section 7.07 shall survive the termination for any reason or expiry of this Eighth Supplemental Indenture, the payment in full of the Notes and the resignation or removal of the Paying Agent.
SECTION 7.08. Compensation. The Company will pay to the Paying Agent the compensation, fees and expenses in respect of the Paying Agent’s services as separately agreed in writing from time to time with the Paying Agent. The Company will reimburse the Paying Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Paying Agent in accordance with any provision of the Indenture (including the compensation and the expenses and disbursements of its agents and counsel and of all Persons not regularly in its employ), together with any applicable value added tax and stamp, issue, or other documentary taxes and duties (including any interest and penalties thereon or in connection therewith). The terms of this Section 7.08 shall survive the termination for any reason or expiry of this Eighth Supplemental Indenture, the payment in full of the Notes and the resignation or removal of the Paying Agent.
ARTICLE VIII
Miscellaneous
SECTION 8.01. Ratification of Original Indenture; Eighth Supplemental Indenture Part of Original Indenture. Except as expressly amended hereby, the Original Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Eighth Supplemental Indenture shall form a part of the Original Indenture for all purposes, and every Holder of Notes shall be bound hereby.
SECTION 8.02. Concerning the Trustee. The recitals contained herein and in the Notes, except with respect to the Trustee’s certificates of authentication, shall be taken as the statements of the Issuers, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Eighth Supplemental Indenture or of the Notes. At all times the Trustee shall comply with all applicable requirements of the Trust Indenture Act.
30
SECTION 8.03. Counterparts. This Eighth Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. The exchange of copies of this Eighth Supplemental Indenture and of signature pages by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall constitute effective execution and delivery of this Eighth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall be deemed to be their original signatures for all purposes of this Eighth Supplemental Indenture as to the parties hereto and may be used in lieu of the original. Signatures by facsimile or electronic transmission shall be of the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to accept electronic signatures in any form or in any format unless expressly agreed to by such Trustee pursuant to procedures approved by such Trustee.
SECTION 8.04. Governing Law. THIS EIGHTH SUPPLEMENTAL INDENTURE, THE GUARANTEE AND THE NOTES AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO AND THERETO, INCLUDING THE INTERPRETATION, CONSTRUCTION, VALIDITY AND ENFORCEABILITY THEREOF, SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
SECTION 8.05. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.
SECTION 8.06. Benefits under Eighth Supplemental Indenture, etc. Nothing in this Eighth Supplemental Indenture or the Notes, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Notes, any benefit of any legal or equitable right, remedy or claim under the Original Indenture, this Eighth Supplemental Indenture or the Notes.
SECTION 8.07. Successors. All agreements of the Issuers in this Eighth Supplemental Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in this Eighth Supplemental Indenture shall bind its successor.
SECTION 8.08. Scope of Supplemental Indenture. The changes, modifications and supplements to the Original Indenture effected by this Eighth Supplemental Indenture shall be applicable only with respect to, and shall only govern the terms of, and shall be deemed expressly included in this Eighth Supplemental Indenture solely for the benefit of, the Notes which may be issued from time to time, and shall not apply to any other Securities that may be issued under the Original Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements.
31
SECTION 8.09. Execution of Securities. The first paragraph of Section 303 of the Original Indenture is replaced and restated, solely for purposes of the Notes, as follows: “The Securities shall be executed on behalf of the Company and the Co-Obligor by their respective President or a Vice President (regardless of vice presidential designation) (or any other officer of the Company or the Co-Obligor designated in writing by or pursuant to authority of the respective Boards of Directors (or comparable governing body) and delivered to the Trustee from time to time), thereon attested by their respective Secretary or Assistant Secretary. The signature of any of these officers on the Securities may be manual, by facsimile or electronic transmission. Signatures by facsimile or electronic transmission shall be of the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to accept electronic signatures in any form or in any format unless expressly agreed to by such Trustee pursuant to procedures approved by such Trustee.”
[Remainder of page intentionally left blank]
32
IN WITNESS WHEREOF, the parties have caused this Eighth Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the date first above written.
| BAKER HUGHES HOLDINGS LLC | ||
|---|---|---|
| By: | /s/ Daniel Horton | |
| Name: Daniel Horton | ||
| Title: Vice President, Treasurer | ||
| BAKER HUGHES CO-OBLIGOR, INC. | ||
| By: | /s/ Benjamin Leibman | |
| Name: Benjamin Leibman | ||
| Title: Vice President | ||
| BAKER HUGHES COMPANY | ||
| By: | /s/ Daniel Horton | |
| Name: Daniel Horton | ||
| Title: Vice President, Treasurer | ||
| THE BANK OF NEW YORK MELLON<br><br><br>TRUST COMPANY, N.A., AS TRUSTEE | ||
| By: | /s/ Terence Rawlins | |
| Name: Terence Rawlins | ||
| Title: Vice President | ||
| THE BANK OF NEW YORK MELLON, LONDON BRANCH, AS PAYING AGENT | ||
| By: | /s/ Agnieszka Gozdz | |
| Name: Agnieszka Gozdz | ||
| Title: Authorised Signatory |
[Signature Page toEighth Supplemental Indenture]
EXHIBIT A
FACE OF SECURITY
GLOBAL SECURITY LEGEND
THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE SECURITY REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO ARTICLE IV OF THE EIGHTH SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 4.01 OF THE EIGHTH SUPPLEMENTAL INDENTURE AND (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 4.07 OF THE EIGHTH SUPPLEMENTAL INDENTURE AND SECTION 309 OF THE ORIGINAL INDENTURE.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (WHICH SHALL INITIALLY BE THE BANK OF NEW YORK MELLON, LONDON BRANCH) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE DEPOSITARY OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO THE DEPOSITARY OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE DEPOSITARY, HAS AN INTEREST HEREIN.^*^
| ^*^ | These paragraphs should be included only if the Security is a Global Security. |
|---|
1
BAKER HUGHES HOLDINGS LLC
BAKER HUGHES CO-OBLIGOR, INC.
3.226% Senior Notes due 2030
| No. | € |
|---|
CUSIP No.
ISIN No.
Common Code:
BAKER HUGHES HOLDINGS LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), and BAKER HUGHES CO-OBLIGOR, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Co-Obligor”, which term includes any successor Person under the Indenture hereinafter referred to, and, together with the Company, the “Issuers”), for value received, hereby jointly and severally promise to pay to The Bank of New York Depository (Nominees) Limited, as nominee of The Bank of New York Mellon, London Branch, as Common Depository for Euroclear and/or Clearstream, or registered assigns, the principal sum of euro [or such greater or lesser amount as is indicated on the Schedule of Exchanges of Interests in the Global Security attached to this Security]^**^ on March 11, 2030, and to pay interest thereon from March 11, 2026 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, annually on March 11 in each year, commencing March 11, 2027, and at the Maturity thereof, at the rate of 3.226% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the February 25 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not punctually paid or duly provided for, will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Subject to the terms of the Indenture, this Security is fully and unconditionally guaranteed as to all payments due hereon whether at Maturity, by acceleration, redemption, repayment or otherwise by Baker Hughes Company (the “ParentGuarantor”) in accordance with the terms of set forth in Article IV of the Indenture.
| ^**^ | To be included only if the Security is a Global Security. |
|---|
2
Payment of the principal of (and premium, if any) and any such interest on this Security will be made (x) if this Security is a Global Security, through the relevant Depositary or (y) if this Security is not a Global Security, at the corporate trust office of The Bank of New York Mellon, London Branch in London, against surrender of this Security in the case of any payment due at the Maturity of the principal thereof or any payment of interest that becomes payable on a day other than an Interest Payment Date, and in the case of clause (x) or clause (y), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that if this Security is not a Global Security, (i) payment of interest on an Interest Payment Date will be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and all other payments will be made by check against surrender of this Security; (ii) all payments by check will be made in next-day funds (i.e., funds that become available on the day after the check is cashed); and (iii) notwithstanding clauses (i) and (ii) above, with respect to any payment of any amount due on this Security, if this Security is in a denomination of at least €1,000,000 and the Holder hereof at the time of surrender hereof or, in the case of any payment of interest on any Interest Payment Date, the Holder thereof on the related Regular Record Date delivers a written request to the Paying Agent to make such payment by wire transfer at least five Business Days before the date such payment becomes due, together with appropriate wire transfer instructions specifying an account at a bank in New York, New York, the Issuers shall make such payment by wire transfer of immediately available funds to such account at such bank in New York City, any such wire instructions, once properly given by a Holder as to this Security, remaining in effect as to such Holder and this Security unless and until new instructions are given in the manner described above and provided further, that notwithstanding anything in the foregoing to the contrary, if this Security is a Global Security, payment shall be made pursuant to the Applicable Procedures of the relevant Depositary as permitted in said Indenture. In accordance with Section 1002 of the Indenture, the “Place of Payment” with respect to this Security shall be London, England.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee referred to on the reverse hereof by manual, facsimile or electronic transmission signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
3
IN WITNESS WHEREOF, the Company and the Co-Obligor have caused this instrument to be duly executed.
| BAKER HUGHES HOLDINGS LLC | |
|---|---|
| By: | |
| Name: Daniel Horton | |
| Title: VP, Treasurer | |
| BAKER HUGHES CO-OBLIGOR,INC. | |
| By: | |
| Name: Benjamin Leibman | |
| Title: Vice President | |
| BAKER HUGHES COMPANY, as parent guarantor | |
| By: | |
| Name: Daniel Horton | |
| Title: VP, Treasurer | |
| Attest: | |
| --- | --- |
| Name: | Mitchell Athey |
| Title: | Executive Counsel &<br><br><br>Assistant Corporate Secretary |
[Signature Page toGlobal Note]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.
Dated: March 11, 2026
| THE BANK OF NEW YORK MELLON TRUST<br><br><br>COMPANY, N.A., AS TRUSTEE | ||
|---|---|---|
| By: | ||
| Authorized Signatory |
[Signature Page toGlobal Note]
This Security is one of a duly authorized issue of senior securities of the Issuers (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of October 28, 2008, as supplemented by the Second Supplemental Indenture, dated July 3, 2017 (the “Second Supplemental Indenture”) and the Seventh Supplemental Indenture, dated as of December 31, 2023 (the “Seventh Supplemental Indenture”), and as further supplemented by the Eighth Supplemental Indenture (herein so called) thereto, dated as of March 11, 2026 (herein called the “Indenture”, which term shall have the meaning assigned to it in such Eighth Supplemental Indenture), among the Issuers, the Parent Guarantor, The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) and The Bank of New York Mellon, London Branch, as the initial Paying Agent (herein called the “Paying Agent”), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuers, the Parent Guarantor, the Trustee, the Paying Agent and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. In the event of a conflict between the terms of the Indenture and the terms of this Security, the terms of the Indenture control. This Security is one of the series designated on the face hereof, the aggregate principal amount of which is not limited. The aggregate principal amount of Securities of this series authorized for issuance pursuant to the Indenture is limited to the €600,000,000 in aggregate principal amount of Securities of this series initially authorized for issuance on the Issue Date plus such additional amounts of Securities of this series as may be authorized for issuance from time to time thereafter in accordance with the provisions of the Indenture (except for Securities of this series authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to the Indenture).
The Securities of this series are subject to redemption upon prior notice, as provided below, at any time, as a whole or in part, at the election of the Company as set forth in Section 2.05 of the Eighth Supplemental Indenture.
In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
The Securities of this series are also subject to a Special Mandatory Redemption, as set forth in Section 2.06 of the Eighth Supplemental Indenture. If (i) the Chart Merger is not consummated on or before the later of (x) July 28, 2026 and (y) the date that is five business days after the Outside Date (as defined in the Merger Agreement), (ii) prior to the Outside Date, the Merger Agreement is terminated or (iii) the Company notifies the Trustee under the indenture that the Parent Guarantor will not pursue consummation of the Chart Merger (any such event, a “Special Mandatory Redemption Event”), then the Company will be required to redeem all the Notes (the “Special Mandatory Redemption”), at a redemption price equal to 101% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined herein) (subject to the right of holders of such Notes of record on the relevant record date to receive interest due on an interest payment date falling prior to the Special Mandatory Redemption Date) (the “Special Mandatory Redemption Price”). Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will have no obligation to monitor, or otherwise inquire into, the status of the Chart Merger.
6
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared, or shall automatically become, due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuers and the Parent Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuers, the Parent Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected (considered together as one class for this purpose). The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected under the Indenture (considered together as one class for this purpose), on behalf of the Holders of all Securities of such series, to waive compliance by the Issuers with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuers, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
7
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuers in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in minimum denominations of €100,000 and multiples of €1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith, except as provided in Section 4.08(b) of the Eighth Supplemental Indenture.
Prior to due presentment of this Security for registration of transfer, the Issuers, the Trustee and any agent of the Issuers or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuers, the Trustee nor any such agent shall be affected by notice to the contrary.
This Security, the Guarantee and the Indenture shall be governed by and construed in accordance with the law of the State of New York.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
8
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY^***^
The following increases or decreases in the principal amount of this Global Security have been made:
| Date of<br><br><br>Transaction | Amount of<br><br><br>Decrease in<br> <br>Principal Amount<br><br><br>of Global<br> <br>Security | Amount of<br><br><br>Interest in<br> <br>Principal<br><br><br>Amount of<br> <br>Global Security | Principal Amount<br><br><br>of Global Security<br><br><br>Following Such<br> <br>Decrease (or<br><br><br>Increase) | Signature of Authorized<br>Signatory |
|---|---|---|---|---|
| ^***^ | This Schedule should be included only if the Security is a Global Security. | |||
| --- | --- |
9
EXHIBIT B
FACE OF SECURITY
GLOBAL SECURITY LEGEND
THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE SECURITY REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO ARTICLE IV OF THE EIGHTH SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 4.01 OF THE EIGHTH SUPPLEMENTAL INDENTURE AND (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 4.07 OF THE EIGHTH SUPPLEMENTAL INDENTURE AND SECTION 309 OF THE ORIGINAL INDENTURE.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (WHICH SHALL INITIALLY BE THE BANK OF NEW YORK MELLON, LONDON BRANCH) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE DEPOSITARY OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO THE DEPOSITARY OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE DEPOSITARY, HAS AN INTEREST HEREIN. ^*^
| ^*^ | These paragraphs should be included only if the Security is a Global Security. |
|---|
1
BAKER HUGHES HOLDINGS LLC
BAKER HUGHES CO-OBLIGOR, INC.
3.812% Senior Notes due 2034
| No. | € |
|---|
CUSIP No.
ISIN No.
Common Code:
BAKER HUGHES HOLDINGS LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), and BAKER HUGHES CO-OBLIGOR, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Co-Obligor”, which term includes any successor Person under the Indenture hereinafter referred to, and, together with the Company, the “Issuers”), for value received, hereby jointly and severally promise to pay to The Bank of New York Depository (Nominees) Limited, as nominee of The Bank of New York Mellon, London Branch, as Common Depository for Euroclear and/or Clearstream, or registered assigns, the principal sum of euro [or such greater or lesser amount as is indicated on the Schedule of Exchanges of Interests in the Global Security attached to this Security]^**^ on March 11, 2034, and to pay interest thereon from March 11, 2026 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, annually on March 11 in each year, commencing March 11, 2027, and at the Maturity thereof, at the rate of 3.812% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the February 25 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not punctually paid or duly provided for, will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Subject to the terms of the Indenture, this Security is fully and unconditionally guaranteed as to all payments due hereon whether at Maturity, by acceleration, redemption, repayment or otherwise by Baker Hughes Company (the “ParentGuarantor”) in accordance with the terms of set forth in Article IV of the Indenture.
| ^**^ | To be included only if the Security is a Global Security. |
|---|
2
Payment of the principal of (and premium, if any) and any such interest on this Security will be made (x) if this Security is a Global Security, through the relevant Depositary or (y) if this Security is not a Global Security, at the corporate trust office of The Bank of New York Mellon, London Branch in London, against surrender of this Security in the case of any payment due at the Maturity of the principal thereof or any payment of interest that becomes payable on a day other than an Interest Payment Date, and in the case of clause (x) or clause (y), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that if this Security is not a Global Security, (i) payment of interest on an Interest Payment Date will be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and all other payments will be made by check against surrender of this Security; (ii) all payments by check will be made in next-day funds (i.e., funds that become available on the day after the check is cashed); and (iii) notwithstanding clauses (i) and (ii) above, with respect to any payment of any amount due on this Security, if this Security is in a denomination of at least €1,000,000 and the Holder hereof at the time of surrender hereof or, in the case of any payment of interest on any Interest Payment Date, the Holder thereof on the related Regular Record Date delivers a written request to the Paying Agent to make such payment by wire transfer at least five Business Days before the date such payment becomes due, together with appropriate wire transfer instructions specifying an account at a bank in New York, New York, the Issuers shall make such payment by wire transfer of immediately available funds to such account at such bank in New York City, any such wire instructions, once properly given by a Holder as to this Security, remaining in effect as to such Holder and this Security unless and until new instructions are given in the manner described above and provided further, that notwithstanding anything in the foregoing to the contrary, if this Security is a Global Security, payment shall be made pursuant to the Applicable Procedures of the relevant Depositary as permitted in said Indenture. In accordance with Section 1002 of the Indenture, the “Place of Payment” with respect to this Security shall be London, England.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee referred to on the reverse hereof by manual, facsimile or electronic transmission signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
3
IN WITNESS WHEREOF, the Company and the Co-Obligor have caused this instrument to be duly executed.
| BAKER HUGHES HOLDINGS LLC | |
|---|---|
| By: | |
| Name: Daniel Horton | |
| Title: VP, Treasurer | |
| BAKER HUGHES CO-OBLIGOR, INC. | |
| --- | --- |
| By: | |
| Name: Benjamin Leibman | |
| Title: Vice President | |
| BAKER HUGHES COMPANY, as parent guarantor | |
| --- | --- |
| By: | |
| Name: Daniel Horton | |
| Title: VP, Treasurer | |
| Attest: | |
| --- | --- |
| Name: | Mitchell Athey |
| Title: | Executive Counsel & <br>Assistant Corporate Secretary |
[Signature Page toGlobal Note]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.
Dated: March 11, 2026
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE | |
|---|---|
| By: | |
| Authorized Signatory |
[Signature Page toGlobal Note]
This Security is one of a duly authorized issue of senior securities of the Issuers (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of October 28, 2008, as supplemented by the Second Supplemental Indenture, dated July 3, 2017 (the “Second Supplemental Indenture”) and the Seventh Supplemental Indenture, dated as of December 31, 2023 (the “Seventh Supplemental Indenture”), and as further supplemented by the Eighth Supplemental Indenture (herein so called) thereto, dated as of March 11, 2026 (herein called the “Indenture”, which term shall have the meaning assigned to it in such Eighth Supplemental Indenture), among the Issuers, the Parent Guarantor, The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) and The Bank of New York Mellon, London Branch, as the initial Paying Agent (herein called the “Paying Agent”), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuers, the Parent Guarantor, the Trustee, the Paying Agent and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. In the event of a conflict between the terms of the Indenture and the terms of this Security, the terms of the Indenture control. This Security is one of the series designated on the face hereof, the aggregate principal amount of which is not limited. The aggregate principal amount of Securities of this series authorized for issuance pursuant to the Indenture is limited to the €900,000,000 in aggregate principal amount of Securities of this series initially authorized for issuance on the Issue Date plus such additional amounts of Securities of this series as may be authorized for issuance from time to time thereafter in accordance with the provisions of the Indenture (except for Securities of this series authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to the Indenture).
The Securities of this series are subject to redemption upon prior notice, as provided below, at any time, as a whole or in part, at the election of the Company as set forth in Section 2.05 of the Eighth Supplemental Indenture.
In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
The Securities of this series are also subject to a Special Mandatory Redemption, as set forth in Section 2.06 of the Eighth Supplemental Indenture. If (i) the Chart Merger is not consummated on or before the later of (x) July 28, 2026 and (y) the date that is five business days after the Outside Date (as defined in the Merger Agreement), (ii) prior to the Outside Date, the Merger Agreement is terminated or (iii) the Company notifies the Trustee under the indenture that the Parent Guarantor will not pursue consummation of the Chart Merger (any such event, a “Special Mandatory Redemption Event”), then the Company will be required to redeem all the Notes (the “Special Mandatory Redemption”), at a redemption price equal to 101% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined herein) (subject to the right of holders of such Notes of record on the relevant record date to receive interest due on an interest payment date falling prior to the Special Mandatory Redemption Date) (the “Special Mandatory Redemption Price”). Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will have no obligation to monitor, or otherwise inquire into, the status of the Chart Merger.
6
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared, or shall automatically become, due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuers and the Parent Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuers, the Parent Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected (considered together as one class for this purpose). The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected under the Indenture (considered together as one class for this purpose), on behalf of the Holders of all Securities of such series, to waive compliance by the Issuers with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuers, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
7
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuers in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in minimum denominations of €100,000 and multiples of €1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith, except as provided in Section 4.08(b) of the Eighth Supplemental Indenture.
Prior to due presentment of this Security for registration of transfer, the Issuers, the Trustee and any agent of the Issuers or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuers, the Trustee nor any such agent shall be affected by notice to the contrary.
This Security, the Guarantee and the Indenture shall be governed by and construed in accordance with the law of the State of New York.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
8
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY^***^
The following increases or decreases in the principal amount of this Global Security have been made:
| Date of<br><br><br>Transaction | Amount of<br><br><br>Decrease in<br> <br>Principal Amount<br><br><br>of Global<br> <br>Security | Amount of<br><br><br>Interest in<br> <br>Principal<br><br><br>Amount of<br> <br>Global Security | Principal Amount<br>of Global Security<br><br><br>Following Such<br> <br>Decrease (or<br><br><br>Increase) | Signature of Authorized<br>Signatory |
|---|---|---|---|---|
| ^***^ | This Schedule should be included only if the Security is a Global Security. | |||
| --- | --- |
EXHIBIT C
FACE OF SECURITY
GLOBAL SECURITY LEGEND
THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE SECURITY REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO ARTICLE IV OF THE EIGHTH SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 4.01 OF THE EIGHTH SUPPLEMENTAL INDENTURE AND (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 4.07 OF THE EIGHTH SUPPLEMENTAL INDENTURE AND SECTION 309 OF THE ORIGINAL INDENTURE.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (WHICH SHALL INITIALLY BE THE BANK OF NEW YORK MELLON, LONDON BRANCH) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE DEPOSITARY OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO THE DEPOSITARY OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE DEPOSITARY, HAS AN INTEREST HEREIN. ^*^
| ^*^ | These paragraphs should be included only if the Security is a Global Security. |
|---|
1
BAKER HUGHES HOLDINGS LLC
BAKER HUGHES CO-OBLIGOR, INC.
4.193% Senior Notes due 2038
| No. | € |
|---|
CUSIP No.
ISIN No.
Common Code:
BAKER HUGHES HOLDINGS LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), and BAKER HUGHES CO-OBLIGOR, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Co-Obligor”, which term includes any successor Person under the Indenture hereinafter referred to, and, together with the Company, the “Issuers”), for value received, hereby jointly and severally promise to pay to The Bank of New York Depository (Nominees) Limited, as nominee of The Bank of New York Mellon, London Branch, as Common Depository for Euroclear and/or Clearstream, or registered assigns, the principal sum of euro [or such greater or lesser amount as is indicated on the Schedule of Exchanges of Interests in the Global Security attached to this Security]^**^ on March 11, 2038, and to pay interest thereon from March 11, 2026 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, annually on March 11 in each year, commencing March 11, 2027, and at the Maturity thereof, at the rate of 4.193% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the February 25 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not punctually paid or duly provided for, will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Subject to the terms of the Indenture, this Security is fully and unconditionally guaranteed as to all payments due hereon whether at Maturity, by acceleration, redemption, repayment or otherwise by Baker Hughes Company (the “ParentGuarantor”) in accordance with the terms of set forth in Article IV of the Indenture.
| ^**^ | To be included only if the Security is a Global Security. |
|---|
2
Payment of the principal of (and premium, if any) and any such interest on this Security will be made (x) if this Security is a Global Security, through the relevant Depositary or (y) if this Security is not a Global Security, at the corporate trust office of The Bank of New York Mellon, London Branch in London, against surrender of this Security in the case of any payment due at the Maturity of the principal thereof or any payment of interest that becomes payable on a day other than an Interest Payment Date, and in the case of clause (x) or clause (y), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that if this Security is not a Global Security, (i) payment of interest on an Interest Payment Date will be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and all other payments will be made by check against surrender of this Security; (ii) all payments by check will be made in next-day funds (i.e., funds that become available on the day after the check is cashed); and (iii) notwithstanding clauses (i) and (ii) above, with respect to any payment of any amount due on this Security, if this Security is in a denomination of at least €1,000,000 and the Holder hereof at the time of surrender hereof or, in the case of any payment of interest on any Interest Payment Date, the Holder thereof on the related Regular Record Date delivers a written request to the Paying Agent to make such payment by wire transfer at least five Business Days before the date such payment becomes due, together with appropriate wire transfer instructions specifying an account at a bank in New York, New York, the Issuers shall make such payment by wire transfer of immediately available funds to such account at such bank in New York City, any such wire instructions, once properly given by a Holder as to this Security, remaining in effect as to such Holder and this Security unless and until new instructions are given in the manner described above and provided further, that notwithstanding anything in the foregoing to the contrary, if this Security is a Global Security, payment shall be made pursuant to the Applicable Procedures of the relevant Depositary as permitted in said Indenture. In accordance with Section 1002 of the Indenture, the “Place of Payment” with respect to this Security shall be London, England.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee referred to on the reverse hereof by manual, facsimile or electronic transmission signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
3
IN WITNESS WHEREOF, the Company and the Co-Obligor have caused this instrument to be duly executed.
| BAKER HUGHES HOLDINGS LLC | |
|---|---|
| By: | |
| Name: Daniel Horton | |
| Title: VP, Treasurer | |
| BAKER HUGHES CO-OBLIGOR,INC. | |
| --- | --- |
| By: | |
| Name: Benjamin Leibman | |
| Title: Vice President | |
| BAKER HUGHES COMPANY, as parent guarantor | |
| --- | --- |
| By: | |
| Name: Daniel Horton | |
| Title: VP, Treasurer | |
| Attest: | |
| --- | --- |
| Name: | Mitchell Athey |
| Title: | Executive Counsel & <br>Assistant Corporate Secretary |
[Signature Page toGlobal Note]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.
Dated: March 11, 2026
| THE BANK OF NEW YORK MELLON<br><br><br>TRUST COMPANY, N.A., AS TRUSTEE | |
|---|---|
| By: | |
| Authorized Signatory |
[Signature Page toGlobal Note]
This Security is one of a duly authorized issue of senior securities of the Issuers (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of October 28, 2008, as supplemented by the Second Supplemental Indenture, dated July 3, 2017 (the “Second Supplemental Indenture”) and the Seventh Supplemental Indenture, dated as of December 31, 2023 (the “Seventh Supplemental Indenture”), and as further supplemented by the Eighth Supplemental Indenture (herein so called) thereto, dated as of March 11, 2026 (herein called the “Indenture”, which term shall have the meaning assigned to it in such Eighth Supplemental Indenture), among the Issuers, the Parent Guarantor, The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) and The Bank of New York Mellon, London Branch, as the initial Paying Agent (herein called the “Paying Agent”), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuers, the Parent Guarantor, the Trustee, the Paying Agent and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. In the event of a conflict between the terms of the Indenture and the terms of this Security, the terms of the Indenture control. This Security is one of the series designated on the face hereof, the aggregate principal amount of which is not limited. The aggregate principal amount of Securities of this series authorized for issuance pursuant to the Indenture is limited to the €750,000,000 in aggregate principal amount of Securities of this series initially authorized for issuance on the Issue Date plus such additional amounts of Securities of this series as may be authorized for issuance from time to time thereafter in accordance with the provisions of the Indenture (except for Securities of this series authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to the Indenture).
The Securities of this series are subject to redemption upon prior notice, as provided below, at any time, as a whole or in part, at the election of the Company as set forth in Section 2.05 of the Eighth Supplemental Indenture.
In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
The Securities of this series are also subject to a Special Mandatory Redemption, as set forth in Section 2.06 of the Eighth Supplemental Indenture. If (i) the Chart Merger is not consummated on or before the later of (x) July 28, 2026 and (y) the date that is five business days after the Outside Date (as defined in the Merger Agreement), (ii) prior to the Outside Date, the Merger Agreement is terminated or (iii) the Company notifies the Trustee under the indenture that the Parent Guarantor will not pursue consummation of the Chart Merger (any such event, a “Special Mandatory Redemption Event”), then the Company will be required to redeem all the Notes (the “Special Mandatory Redemption”), at a redemption price equal to 101% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined herein) (subject to the right of holders of such Notes of record on the relevant record date to receive interest due on an interest payment date falling prior to the Special Mandatory Redemption Date) (the “Special Mandatory Redemption Price”). Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will have no obligation to monitor, or otherwise inquire into, the status of the Chart Merger.
6
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared, or shall automatically become, due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuers and the Parent Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuers, the Parent Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected (considered together as one class for this purpose). The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected under the Indenture (considered together as one class for this purpose), on behalf of the Holders of all Securities of such series, to waive compliance by the Issuers with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuers, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
7
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuers in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in minimum denominations of €100,000 and multiples of €1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith, except as provided in Section 4.08(b) of the Eighth Supplemental Indenture.
Prior to due presentment of this Security for registration of transfer, the Issuers, the Trustee and any agent of the Issuers or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuers, the Trustee nor any such agent shall be affected by notice to the contrary.
This Security, the Guarantee and the Indenture shall be governed by and construed in accordance with the law of the State of New York.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
8
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY^***^
The following increases or decreases in the principal amount of this Global Security have been made:
| Date of<br><br><br>Transaction | Amount of<br><br><br>Decrease in<br> <br>Principal Amount<br><br><br>of Global<br> <br>Security | Amount of<br><br><br>Interest in<br> <br>Principal<br><br><br>Amount of<br> <br>Global Security | Principal Amount<br><br><br>of Global Security<br><br><br>Following Such<br> <br>Decrease (or<br><br><br>Increase) | Signature of Authorized<br>Signatory |
|---|---|---|---|---|
| ^***^ | This Schedule should be included only if the Security is a Global Security. | |||
| --- | --- |
9
EXHIBIT D
1
FACE OF SECURITY
GLOBAL SECURITY LEGEND
THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE SECURITY REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO ARTICLE IV OF THE EIGHTH SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 4.01 OF THE EIGHTH SUPPLEMENTAL INDENTURE AND (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 4.07 OF THE EIGHTH SUPPLEMENTAL INDENTURE AND SECTION 309 OF THE ORIGINAL INDENTURE.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (WHICH SHALL INITIALLY BE THE BANK OF NEW YORK MELLON, LONDON BRANCH) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE DEPOSITARY OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO THE DEPOSITARY OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE DEPOSITARY, HAS AN INTEREST HEREIN. ^*^
| ^*^ | These paragraphs should be included only if the Security is a Global Security. |
|---|
2
BAKER HUGHES HOLDINGS LLC
BAKER HUGHES CO-OBLIGOR, INC.
4.737% Senior Notes due 2046
| No. | € |
|---|
CUSIP No.
ISIN No.
Common Code:
BAKER HUGHES HOLDINGS LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), and BAKER HUGHES CO-OBLIGOR, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Co-Obligor”, which term includes any successor Person under the Indenture hereinafter referred to, and, together with the Company, the “Issuers”), for value received, hereby jointly and severally promise to pay to The Bank of New York Depository (Nominees) Limited, as nominee of The Bank of New York Mellon, London Branch, as Common Depository for Euroclear and/or Clearstream, or registered assigns, the principal sum of euro [or such greater or lesser amount as is indicated on the Schedule of Exchanges of Interests in the Global Security attached to this Security]^**^ on March 11, 2046, and to pay interest thereon from March 11, 2026 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, annually on March 11 in each year, commencing March 11, 2027, and at the Maturity thereof, at the rate of 4.737% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interesdt Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the February 25 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not punctually paid or duly provided for, will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Subject to the terms of the Indenture, this Security is fully and unconditionally guaranteed as to all payments due hereon whether at Maturity, by acceleration, redemption, repayment or otherwise by Baker Hughes Company (the “ParentGuarantor”) in accordance with the terms of set forth in Article IV of the Indenture.
| ^**^ | To be included only if the Security is a Global Security. |
|---|
3
Payment of the principal of (and premium, if any) and any such interest on this Security will be made (x) if this Security is a Global Security, through the relevant Depositary or (y) if this Security is not a Global Security, at the corporate trust office of The Bank of New York Mellon, London Branch in London, against surrender of this Security in the case of any payment due at the Maturity of the principal thereof or any payment of interest that becomes payable on a day other than an Interest Payment Date, and in the case of clause (x) or clause (y), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that if this Security is not a Global Security, (i) payment of interest on an Interest Payment Date will be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and all other payments will be made by check against surrender of this Security; (ii) all payments by check will be made in next-day funds (i.e., funds that become available on the day after the check is cashed); and (iii) notwithstanding clauses (i) and (ii) above, with respect to any payment of any amount due on this Security, if this Security is in a denomination of at least €1,000,000 and the Holder hereof at the time of surrender hereof or, in the case of any payment of interest on any Interest Payment Date, the Holder thereof on the related Regular Record Date delivers a written request to the Paying Agent to make such payment by wire transfer at least five Business Days before the date such payment becomes due, together with appropriate wire transfer instructions specifying an account at a bank in New York, New York, the Issuers shall make such payment by wire transfer of immediately available funds to such account at such bank in New York City, any such wire instructions, once properly given by a Holder as to this Security, remaining in effect as to such Holder and this Security unless and until new instructions are given in the manner described above and provided further, that notwithstanding anything in the foregoing to the contrary, if this Security is a Global Security, payment shall be made pursuant to the Applicable Procedures of the relevant Depositary as permitted in said Indenture. In accordance with Section 1002 of the Indenture, the “Place of Payment” with respect to this Security shall be London, England.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee referred to on the reverse hereof by manual, facsimile or electronic transmission signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
4
IN WITNESS WHEREOF, the Company and the Co-Obligor have caused this instrument to be duly executed.
| BAKER HUGHES HOLDINGS LLC | |
|---|---|
| By: | |
| Name: Daniel Horton | |
| Title: VP, Treasurer | |
| BAKER HUGHES CO-OBLIGOR,INC. | |
| --- | --- |
| By: | |
| Name: Benjamin Leibman | |
| Title: Vice President | |
| BAKER HUGHES COMPANY, as parent guarantor | |
| --- | --- |
| By: | |
| Name: Daniel Horton | |
| Title: VP, Treasurer | |
| Attest: | |
| --- | --- |
| Name: | Mitchell Athey |
| Title: | Executive Counsel & <br>Assistant Corporate Secretary |
[Signature Page toGlobal Note]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.
Dated: March 11, 2026
| THE BANK OF NEW YORK MELLON<br><br><br>TRUST COMPANY, N.A., AS TRUSTEE | |
|---|---|
| By: | |
| Authorized Signatory |
[Signature Page toGlobal Note]
This Security is one of a duly authorized issue of senior securities of the Issuers (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of October 28, 2008, as supplemented by the Second Supplemental Indenture, dated July 3, 2017 (the “Second Supplemental Indenture”) and the Seventh Supplemental Indenture, dated as of December 31, 2023 (the “Seventh Supplemental Indenture”), and as further supplemented by the Eighth Supplemental Indenture (herein so called) thereto, dated as of March 11, 2026 (herein called the “Indenture”, which term shall have the meaning assigned to it in such Eighth Supplemental Indenture), among the Issuers, the Parent Guarantor, The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) and The Bank of New York Mellon, London Branch, as the initial Paying Agent (herein called the “Paying Agent”), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuers, the Parent Guarantor, the Trustee, the Paying Agent and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. In the event of a conflict between the terms of the Indenture and the terms of this Security, the terms of the Indenture control. This Security is one of the series designated on the face hereof, the aggregate principal amount of which is not limited. The aggregate principal amount of Securities of this series authorized for issuance pursuant to the Indenture is limited to the €750,000,000 in aggregate principal amount of Securities of this series initially authorized for issuance on the Issue Date plus such additional amounts of Securities of this series as may be authorized for issuance from time to time thereafter in accordance with the provisions of the Indenture (except for Securities of this series authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to the Indenture).
The Securities of this series are subject to redemption upon prior notice, as provided below, at any time, as a whole or in part, at the election of the Company as set forth in Section 2.05 of the Eighth Supplemental Indenture.
In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
The Securities of this series are also subject to a Special Mandatory Redemption, as set forth in Section 2.06 of the Eighth Supplemental Indenture. If (i) the Chart Merger is not consummated on or before the later of (x) July 28, 2026 and (y) the date that is five business days after the Outside Date (as defined in the Merger Agreement), (ii) prior to the Outside Date, the Merger Agreement is terminated or (iii) the Company notifies the Trustee under the indenture that the Parent Guarantor will not pursue consummation of the Chart Merger (any such event, a “Special Mandatory Redemption Event”), then the Company will be required to redeem all the Notes (the “Special Mandatory Redemption”), at a redemption price equal to 101% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined herein) (subject to the right of holders of such Notes of record on the relevant record date to receive interest due on an interest payment date falling prior to the Special Mandatory Redemption Date) (the “Special Mandatory Redemption Price”). Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will have no obligation to monitor, or otherwise inquire into, the status of the Chart Merger.
7
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared, or shall automatically become, due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuers and the Parent Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuers, the Parent Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected (considered together as one class for this purpose). The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected under the Indenture (considered together as one class for this purpose), on behalf of the Holders of all Securities of such series, to waive compliance by the Issuers with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuers, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
8
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuers in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in minimum denominations of €100,000 and multiples of €1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith, except as provided in Section 4.08(b) of the Eighth Supplemental Indenture.
Prior to due presentment of this Security for registration of transfer, the Issuers, the Trustee and any agent of the Issuers or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuers, the Trustee nor any such agent shall be affected by notice to the contrary.
This Security, the Guarantee and the Indenture shall be governed by and construed in accordance with the law of the State of New York.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
9
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY^***^
The following increases or decreases in the principal amount of this Global Security have been made:
| Date of<br><br><br>Transaction | Amount of<br><br><br>Decrease in<br> <br>Principal Amount<br><br><br>of Global<br> <br>Security | Amount of<br><br><br>Interest in<br> <br>Principal<br><br><br>Amount of<br> <br>Global Security | Principal Amount<br>of Global Security<br>Following<br>Such Decrease (or Increase) | Signature of Authorized<br>Signatory |
|---|---|---|---|---|
| ^***^ | This Schedule should be included only if the Security is a Global Security. | |||
| --- | --- |
EX-4.2
Exhibit 4.2
Execution Version
BAKER HUGHES HOLDINGS LLC
BAKER HUGHES CO-OBLIGOR, INC.
as Issuers
BAKER HUGHESCOMPANY
as Parent Guarantor
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
NINTH SUPPLEMENTAL INDENTURE
Dated as of March 11, 2026
$500,000,000 4.050% Senior Notes due 2029
$1,250,000,000 4.350% Senior Notes due 2031
$750,000,000 4.650% Senior Notes due 2033
$2,000,000,000 5.000% Senior Notes due 2036
$2,000,000,000 5.850% Senior Notes due 2056
to the
INDENTURE
Dated as of October 28, 2008
between
BAKER HUGHESINCORPORATED
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
Table of Contents
| Page | |||
|---|---|---|---|
| ARTICLE I | |||
| DEFINITIONS | |||
| ARTICLE II | |||
| DESIGNATION AND TERMS OF THE SECURITIES | |||
| SECTION 2.01. | Title | 6 | |
| SECTION 2.02. | Aggregate Principal Amount; Execution and Authentication | 6 | |
| SECTION 2.03. | Maturity; Interest Rate; and Denomination of Notes | 7 | |
| SECTION 2.04. | Place and Method of Payment | 7 | |
| SECTION 2.05. | Optional Redemption | 8 | |
| SECTION 2.06. | Special Mandatory Redemption | 10 | |
| SECTION 2.07. | No Sinking Fund or Holder Redemption Right | 12 | |
| SECTION 2.08. | Forms of Notes | 12 | |
| SECTION 2.09. | Additional Securities | 12 | |
| SECTION 2.10. | Defeasance and Covenant Defeasance | 13 | |
| SECTION 2.11. | Depositary | 13 | |
| SECTION 2.12. | Other Terms and Form of the Notes | 13 | |
| SECTION 2.13. | Applicability | 13 | |
| SECTION 2.14. | Paying Agents | 13 | |
| ARTICLE III | |||
| AMENDMENTS AND SUPPLEMENTS TO CERTAIN SECTIONS OF THE ORIGINAL INDENTURE | |||
| SECTION 3.01. | SEC Reports; Financial Information | 13 | |
| SECTION 3.02. | Restriction on Liens; Restriction on Sale and Lease-Back Transactions | 14 | |
| SECTION 3.03. | Applicability | 15 | |
| ARTICLE IV | |||
| TRANSFER AND EXCHANGE | |||
| SECTION 4.01. | Transfer and Exchange of Global Securities; Limited Rights of Beneficial Owners | 16 | |
| SECTION 4.02. | Transfer and Exchange of Beneficial Interests in the Global Securities | 18 | |
| SECTION 4.03. | No Transfer or Exchange of Beneficial Interests for Definitive Securities | 18 | |
| SECTION 4.04. | No Transfer and Exchange of Definitive Securities for Beneficial Interests | 19 | |
| SECTION 4.05. | Transfer and Exchange of Definitive Securities for Definitive Securities | 19 | |
| SECTION 4.06. | Legends | 19 | |
| --- | --- | --- | |
| SECTION 4.07. | Cancellation and/or Adjustment of Global Securities | 20 | |
| SECTION 4.08. | General Provisions Relating to Transfers and Exchanges | 20 | |
| SECTION 4.09. | Applicability | 21 | |
| ARTICLE V | |||
| SUPPLEMENTAL INDENTURES | |||
| SECTION 5.01. | Supplemental Indentures Without Consent of Holders | 22 | |
| ARTICLE VI | |||
| GUARANTEE | |||
| SECTION 6.01. | The Guarantee | 22 | |
| SECTION 6.02. | Ranking | 23 | |
| SECTION 6.03. | Guarantee Unconditional | 23 | |
| SECTION 6.04. | Waiver by Parent Guarantor; Discharge Only Upon Payment in Full | 23 | |
| SECTION 6.05. | Payment Guarantee | 23 | |
| SECTION 6.06. | Subrogation | 23 | |
| SECTION 6.07. | Reinstatement | 24 | |
| SECTION 6.08. | Notation of Guarantee Not Required | 24 | |
| SECTION 6.09. | Release of the Parent Guarantor | 24 | |
| ARTICLE VII | |||
| MISCELLANEOUS | |||
| SECTION 7.01. | Ratification of Original Indenture; Ninth Supplemental Indenture Part of Original<br>Indenture | 24 | |
| SECTION 7.02. | Concerning the Trustee | 24 | |
| SECTION 7.03. | Counterparts | 25 | |
| SECTION 7.04. | Governing Law | 25 | |
| SECTION 7.05. | Effect of Headings and Table of Contents | 25 | |
| SECTION 7.06. | Benefits under Ninth Supplemental Indenture, etc. | 25 | |
| SECTION 7.07. | Successors | 25 | |
| SECTION 7.08. | Scope of Supplemental Indenture | 25 | |
| SECTION 7.09. | Execution of Securities | 26 |
NINTH SUPPLEMENTAL INDENTURE, dated as of March 11, 2026 (this “NinthSupplemental Indenture”), to the indenture dated as of October 28, 2008 (the “Original Indenture”), as supplemented by the Second Supplemental Indenture, dated July 3, 2017 (the “Second SupplementalIndenture”), and as further supplemented by the Seventh Supplemental Indenture, dated as of December 31, 2023 (the “Seventh Supplemental Indenture”), among Baker Hughes Holdings LLC, a Delaware limited liability company (formerly known as Baker Hughes, a GE Company, LLC (“BHGE LLC”)) (the “Company”), Baker Hughes Co-Obligor, Inc. (the “Co-Obligor”, and, together with the Company, the “Issuers”), Baker Hughes Company, a Delaware corporation (the “Parent Guarantor”) and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”).
WHEREAS, Baker Hughes Incorporated (the predecessor to the Company, “BHI”) and the Trustee have heretofore executed and delivered the Original Indenture to provide for the issuance from time to time of Securities (as defined in the Original Indenture) of BHI, to be issued in one or more series;
WHEREAS, Sections 201, 301, 901(2), 901(5) and 901(7) of the Original Indenture provide that BHI and the Trustee may, without the consent of any Holders (as defined in the Original Indenture) of Securities, enter into indentures supplemental to the Original Indenture for the purpose of establishing the form and terms of Securities of any series, adding, changing or eliminating provisions of the Original Indenture (subject to certain limitations provided therein) and adding to the covenants of BHI for the benefit of such series;
WHEREAS, BHGE LLC and the Co-Obligor entered into the Second Supplemental Indenture pursuant to which BHGE LLC succeeded to the rights and obligations of BHI and BHGE LLC and the Co-Obligor agreed to be jointly and severally liable with respect to the obligations of BHI under the Indenture;
WHEREAS, BHGE LLC filed with the Secretary of State of the State of Delaware a Certificate of Amendment of BHGE LLC’s Certificate of Formation and BHGE LLC’s Second Amended and Restated Limited Liability Company Agreement to change the name of BHGE LLC from “Baker Hughes, a GE company, LLC” to “Baker Hughes Holdings LLC”, effective as of April 15, 2020, and, in connection therewith, the Company became the successor to BHGE LLC for all purposes under the Indenture, as evidenced by the execution of the Fifth Supplemental Indenture thereto, dated May 1, 2020;
WHEREAS, the Company, the Co-Obligor and the Parent Guarantor, as sole parent company of the Issuers, entered into the Seventh Supplemental Indenture pursuant to which the Parent Guarantor agreed to fully and unconditionally guarantee the obligations of the Company and the Co-Obligor under the Original Indenture, as previously supplemented;
WHEREAS, (i) the Company desires to provide for the establishment of five separate series of Securities under the Indenture to be designated as hereinafter provided, (ii) the Co-Obligor desires to serve as co-issuer of such Securities, (iii) the Parent Guarantor desires to fully and unconditionally guarantee the due and punctual payment of the principal of (and premium, if any) and interest on, and any other amounts payable under the Notes and (iv) the Company has requested the Trustee to enter into this Ninth Supplemental Indenture for the purpose of establishing the form and terms of each such series of Securities and adding to the covenants of the Issuers for the benefit of each such series; and
WHEREAS, the Issuers have duly authorized the creation of each series of Notes (as defined below) of the tenor and amount hereinafter set forth;
NOW, THEREFORE, for and in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
Definitions
(a) Unless otherwise defined or included for each of the series of Notes established hereby, capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Original Indenture. Nothing in this Article I is intended to be an amendment to the Original Indenture.
(b) The rules of interpretation set forth in Section 101 of the Original Indenture shall be applied hereto as if set forth in full herein.
(c) For all purposes of this Ninth Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following respective meanings (such meanings shall apply equally to both the singular and plural forms of the respective terms):
“2029 Additional Securities” means any 2029 Notes issued from time to time after the Issue Date under the terms of this Ninth Supplemental Indenture (other than pursuant to Sections 304, 305, 306, 906 or 1107 of the Original Indenture and other than the 2029 Initial Securities) in accordance with Section 2.08, as part of the same series as the 2029 Notes then outstanding.
“2029 Initial Securities” has the meaning specified in Section 2.02. The 2029 Initial Securities constitute the 2029 Notes issued on the date hereof.
“2029 Notes” means the 4.050% Senior Notes due 2029 of the Issuers issued pursuant to the Indenture and shall include the 2029 Initial Securities and any 2029 Additional Securities authenticated and delivered in accordance with Section 2.02.
“2031 Additional Securities” means any 2031 Notes issued from time to time after the Issue Date under the terms of this Ninth Supplemental Indenture (other than pursuant to Sections 304, 305, 306, 906 or 1107 of the Original Indenture and other than the 2031 Initial Securities) in accordance with Section 2.08, as part of the same series as the 2031 Notes then outstanding.
“2031 Initial Securities” has the meaning specified in Section 2.02. The 2031 Initial Securities constitute the 2031 Notes issued on the date hereof.
2
“2031 Notes” means the 4.350% Senior Notes due 2031 of the Issuers issued pursuant to the Indenture and shall include the 2031 Initial Securities and any 2031 Additional Securities authenticated and delivered in accordance with Section 2.02.
“2033 Additional Securities” means any 2033 Notes issued from time to time after the Issue Date under the terms of this Ninth Supplemental Indenture (other than pursuant to Sections 304, 305, 306, 906 or 1107 of the Original Indenture and other than the 2033 Initial Securities) in accordance with Section 2.08, as part of the same series as the 2033 Notes then outstanding.
“2033 Initial Securities” has the meaning specified in Section 2.02. The 2033 Initial Securities constitute the 2033 Notes issued on the date hereof.
“2033 Notes” means the 4.650% Senior Notes due 2033 of the Issuers issued pursuant to the Indenture and shall include the 2033 Initial Securities and any 2033 Additional Securities authenticated and delivered in accordance with Section 2.02.
“2036 Additional Securities” means any 2036 Notes issued from time to time after the Issue Date under the terms of this Ninth Supplemental Indenture (other than pursuant to Sections 304, 305, 306, 906 or 1107 of the Original Indenture and other than the 2036 Initial Securities) in accordance with Section 2.08, as part of the same series as the 2036 Notes then outstanding.
“2036 Initial Securities” has the meaning specified in Section 2.02. The 2036 Initial Securities constitute the 2036 Notes issued on the date hereof.
“2036 Notes” means the 5.000% Senior Notes due 2036 of the Issuers issued pursuant to the Indenture and shall include the 2036 Initial Securities and any 2036 Additional Securities authenticated and delivered in accordance with Section 2.02.
“2056 Additional Securities” means any 2056 Notes issued from time to time after the Issue Date under the terms of this Ninth Supplemental Indenture (other than pursuant to Sections 304, 305, 306, 906 or 1107 of the Original Indenture and other than the 2056 Initial Securities) in accordance with Section 2.08, as part of the same series as the 2056 Notes then outstanding.
“2056 Initial Securities” has the meaning specified in Section 2.02. The 2056 Initial Securities constitute the 2056 Notes issued on the date hereof.
“2056 Notes” means the 5.850% Senior Notes due 2056 of the Issuers issued pursuant to the Indenture and shall include the 2056 Initial Securities and any 2056 Additional Securities authenticated and delivered in accordance with Section 2.02.
“Additional Securities” means the the 2029 Additional Securities, the 2031 Additional Securities, the 2033 Additional Securities, the 2036 Additional Securities and the 2056 Additional Securities, as applicable.
“Agent” means any Security Registrar or Paying Agent.
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“Attributable Debt” means, with respect to any Sale and Leaseback Transaction, as of the time of determination, the total obligation, discounted to present value at the annual rate equal to the discount rate which would be applicable to a capital lease obligation with a similar term in accordance with GAAP, of a lessee for rental payments (other than amounts required to be paid on account of property taxes, maintenance, repairs, insurance, water rates and other items which do not constitute payments for property rights) during the remaining portion of the initial term of the lease with respect to such Sale and Leaseback Transaction.
“Clearstream” means Clearstream Banking SA or any successor securities clearing agency.
“Consolidated Net Worth” means the amount of total equity shown in the Company’s most recent quarterly statement of financial position.
“Definitive Security” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Article IV, substantially in the form of Exhibit A, Exhibit B, Exhibit C, Exhibit D or Exhibit E hereto, as applicable, except that such Note shall not bear the Global Security Legend and shall not have the “Schedule of Exchanges of Interests in the Global Security” attached thereto.
“Depositary” has the meaning specified in Section 2.11.
“Euroclear” means Euroclear Bank SA/NV, as operator of the Euroclear System or any successor securities clearance agency.
“Guarantee” has the meaning specified in Section 6.01.
“Indenture” means the Original Indenture as supplemented by the Second Supplemental Indenture, the Seventh Supplemental Indenture and this Ninth Supplemental Indenture, as any of the foregoing may be amended or supplemented from time to time in accordance with the terms thereof or hereof, including the provisions of the Trust Indenture Act that are deemed to be a part thereof or hereof.
“Indirect Participant” means a Person who holds a beneficial interest in a Global Security through a Participant.
“Initial Securities” has the meaning specified in Section 2.02. The Initial Securities constitute the Notes issued on the date hereof.
“Issue Date” means March 11, 2026, the first date on which the Notes are issued under this Ninth Supplemental Indenture.
“Notes” means the 2029 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes and the 2056 Notes, collectively.
“Par Call Date” means with respect to the 2029 Notes, February 11, 2029; with respect to the 2031 Notes, May 15, 2031; with respect to the 2033 Notes, April 15, 2033; with respect to the 2036 Notes, March 15, 2036; and with respect to the 2056 Notes, December 15, 2055.
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“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).
“Parent Guarantor” means Baker Hughes Company, a Delaware corporation.
“Principal Property” means any real property, manufacturing plant, warehouse, office building or other physical facility, or any item of marine, transportation or construction equipment or other like depreciable assets of the Company or of any Restricted Subsidiary, whether owned at or acquired after March 11, 2026, unless, in the opinion of the Board of Directors, such plant or facility or other asset is not of material importance to the total business conducted by the Company and its Restricted Subsidiaries taken as a whole.
“Restricted Subsidiary” means: (i) any Subsidiary of the Company that owns, directly or indirectly through ownership of another Subsidiary of the Company, a Principal Property located in the United States or Canada; or (ii) the Co-Obligor and any other Subsidiary of the Company that the Company designates as a Restricted Subsidiary.
“Sale and Leaseback Transaction” means any arrangement with any Person under which the Company or any Restricted Subsidiary leases for a term of more than three years any Principal Property that the Company or any Restricted Subsidiary has sold or transferred or will sell or transfer to that Person. This term excludes leases of any Principal Property the Company or any Restricted Subsidiary acquires or places in service within 180 days prior to the arrangement.
“SEC” means the U.S. Securities and Exchange Commission.
“Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with Section 2.05.
Other Definitions
| Term | Defined in Section |
|---|---|
| “Definitive Securities Issuance Date” | 4.01(b) |
| “DTC” | 2.10 |
| “Interest Payment Date” | 2.03(b) |
| “Regular Record Date” | 2.03(b) |
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ARTICLE II
Designation and Terms of the Securities
SECTION 2.01. Title. There is hereby created pursuant to Section 301 of the Indenture (i) a series of Securities that shall have the title of “4.050% Senior Notes due 2029”, (ii) a series of Securities that shall have the title of “4.350% Senior Notes due 2031”, (iii) a series of Securities that shall have the title of “4.650% Senior Notes due 2033”, (iv) a series of Securities that shall have the title of “5.000% Senior Notes due 2036” and (v) a series of Securities that shall have the title of “5.850% Senior Notes due 2056”.
SECTION 2.02. Aggregate Principal Amount; Execution and Authentication. (a) The aggregate principal amount of Notes which may be authenticated and delivered under this Ninth Supplemental Indenture is not limited. The aggregate principal amount of the 2029 Notes initially authorized for authentication and delivery pursuant to this Ninth Supplemental Indenture (the “2029 Initial Securities”) is limited to $500,000,000 or in exchange for, or in lieu of, other 2029 Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture or Article IV of this Ninth Supplemental Indenture. The aggregate principal amount of the 2031 Notes initially authorized for authentication and delivery pursuant to this Ninth Supplemental Indenture (the “2031 Initial Securities”) is limited to $1,250,000,000 or in exchange for, or in lieu of, other 2031 Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture or Article IV of this Ninth Supplemental Indenture. The aggregate principal amount of the 2033 Notes initially authorized for authentication and delivery pursuant to this Ninth Supplemental Indenture (the “2033 Initial Securities”) is limited to $750,000,000 or in exchange for, or in lieu of, other 2033 Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture or Article IV of this Ninth Supplemental Indenture. The aggregate principal amount of the 2036 Notes initially authorized for authentication and delivery pursuant to this Ninth Supplemental Indenture (the “2036 Initial Securities”) is limited to $2,000,000,000 or in exchange for, or in lieu of, other 2036 Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture or Article IV of this Ninth Supplemental Indenture. The aggregate principal amount of the 2056 Notes initially authorized for authentication and delivery pursuant to this Ninth Supplemental Indenture (the “2056 Initial Securities”) is limited to $2,000,000,000 or in exchange for, or in lieu of, other 2056 Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture or Article IV of this Ninth Supplemental Indenture.
(b) The Issuers may forthwith execute, and upon a Company Order, the Trustee shall authenticate and deliver, the Initial Securities for original issue in accordance with the provisions of Section 303 of the Original Indenture.
(c) At any time and from time to time after the Issue Date, in accordance with Section 2.08, the Issuers may execute, and upon a Company Order, the Trustee shall authenticate and deliver, any Additional Securities for original issue in accordance with the provisions of Section 303 of the Original Indenture in an aggregate principal amount determined at the time of issuance and specified in such Company Order. Such Company Order shall specify the principal amount of the Additional Securities to be authenticated, the date on which the original issue of such Additional Securities is to be authenticated and the additional information set forth in Section 2.08(b).
(d) Each series of Initial Securities and any Additional Securities in respect thereof shall be considered collectively as a single series for all purposes of the Indenture. Holders of the Initial Securities of a series and any Additional Securities in respect thereof will vote and consent together on all matters to which such Holders are entitled to vote or consent as one series, and none of the Holders of the Initial Securities of a series or any Additional Securities in respect thereof shall have the right to vote or consent as a separate series or class on any matter to which such Holders are entitled to vote or consent.
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SECTION 2.03. Maturity; Interest Rate; and Denomination of Notes. (a) The principal of the 2029 Notes shall be payable on March 11, 2029. The principal of the 2031 Notes shall be payable on June 15, 2031. The principal of the 2033 Notes shall be payable on June 15, 2033. The principal of the 2036 Notes shall be payable on June 15, 2036. The principal of the 2056 Notes shall be payable on June 15, 2056.
(b) The 2029 Notes shall bear interest at the rate of 4.050% per annum, the 2031 Notes shall bear interest at the rate of 4.350% per annum, the 2033 Notes shall bear interest at the rate of 4.650% per annum, the 2036 Notes shall bear interest at the rate of 4.500% per annum and the 2056 Notes shall bear interest at the rate of 5.850% per annum. The 2029 Notes shall bear interest from March 11, 2026 or the most recent March 11 or September 11 to which interest has been paid or duly provided for on the Notes of such series. The 2031 Notes, the 2033 Notes, the 2036 Notes and the 2056 Notes shall bear interest from March 11, 2026 or the most recent June 15 or December 15 to which interest has been paid or duly provided for on the Notes of such series. Each March 11 or September 11 in each year, commencing September 11, 2026, shall be an applicable “Interest Payment Date” for the 2029 Notes. With respect to the 2029 Notes, February 25 or August 28 (whether or not a business day), as the case may be, next preceding an Interest Payment Date shall be the applicable “Regular Record Date” for the interest payable on such Interest Payment Date. Each June 15 or December 15 in each year, commencing June 15, 2026, shall be an applicable Interest Payment Date for the 2031 Notes, the 2033 Notes, the 2036 Notes and the 2056 Notes. With respect to the 2031 Notes, the 2033 Notes, the 2036 Notes and the 2056 Notes, June 1 or December 1 (whether or not a business day), as the case may be, next preceding an Interest Payment Date shall be the applicable Regular Record Date for the interest payable on such Interest Payment Date. Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months.
(c) The Notes shall be issuable in minimum denominations of $2,000 and multiples of $1,000 in excess thereof.
SECTION 2.04. Place and Method of Payment. The principal of (and premium, if any) and interest on the Notes shall be payable (x) if the Notes are Global Securities, through the relevant Depositary or (y) if the Notes are not Global Securities, at the corporate trust office of The Bank of New York Mellon Trust Company, N.A. in New York City, against surrender of such Note in the case of any payment due at the Maturity of the principal thereof or any payment of interest that becomes payable on a day other than an Interest Payment Date, and in the case of clause (x) or clause (y), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that if the Notes are not Global Securities, (i) payment of interest on an Interest Payment Date will be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and all other payments will be made by check against surrender of such Notes; (ii) all payments by check will be made in next-day funds (i.e., funds that become available on the day after the check is cashed); and (iii) notwithstanding clauses (i) and (ii) above, with respect to any payment of any amount due on the Notes, if such Note is in a denomination of at least $1,000,000 and the Holder thereof at the time of surrender
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thereof or, in the case of any payment of interest on any Interest Payment Date, the Holder thereof on the related Regular Record Date delivers a written request to the Paying Agent to make such payment by wire transfer at least five business days before the date such payment becomes due, together with appropriate wire transfer instructions specifying an account at a bank in New York, New York, the Issuers shall make such payment by wire transfer of immediately available funds to such account at such bank in New York City, any such wire instructions, once properly given by a Holder as to such Notes, remaining in effect as to such Holder and such Notes unless and until new instructions are given in the manner described above and provided further, that notwithstanding anything in the foregoing to the contrary, if the Notes are Global Securities, payment shall be made pursuant to the Applicable Procedures of the relevant Depositary. In accordance with Section 1002 of the Indenture, the “Place of Payment” with respect to the Notes shall be New York, New York.
SECTION 2.05. Optional Redemption. (a) Each series of the Notes shall be subject to redemption, as a whole at any time or in part from time to time, at the option of the Company.
(b) Except in the case of the Special Mandatory Redemption described in Section 2.06, if any of the Notes are redeemed prior to the applicable Par Call Date, the applicable Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) for the Notes will be equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus the applicable Redemption Spread (as defined below) less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. The “Redemption Spread” means, with respect to the 2029 Notes, 10 basis points; with respect to the 2031 Notes, 10 basis points; with respect to the 2033 Notes, 15 basis points; with respect to the 2036 Notes, 15 basis points; and with respect to the 2056 Notes, 20 basis points. The “Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
(1) The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the applicable Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and
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one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life—and shall interpolate to the applicable Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
(2) If on the third business day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the applicable Par Call Date as applicable. If there is no United States Treasury security maturing on the applicable Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the applicable Par Call Date one with a maturity date preceding the applicable Par Call Date and one with a maturity date following the applicable Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the applicable Par Call Date. If there are two or more United States Treasury securities maturing on the applicable Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
(c) On or after the applicable Par Call Date, the Company may redeem the 2029 Notes, 2031 Notes, 2033 Notes, 2036 Notes or 2056 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
(d) Unless the Issuers default in payment of the applicable Redemption Price, on and after the applicable Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption.
(e) In the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Notes of a principal amount of $2,000 or less will be redeemed in part.
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If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by DTC (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary.
(f) Notices of redemption will be delivered at least 10 but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at its registered address, except that notices may be delivered more than 60 days prior to a Redemption Date if the notice is issued in connection with a Covenant Defeasance or Defeasance with respect to the Notes or a satisfaction and discharge of the Indenture with respect to the Notes. A notice of redemption need not set forth the exact Redemption Price but only the manner of calculation thereof. Notice of any redemption of Notes may, at the Company’s discretion, be given subject to one or more conditions precedent. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the business day immediately preceding the relevant Redemption Date. The Company shall notify Holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Company is not able or willing to waive such conditions precedent, in each case subject to Applicable Procedures of the Depositary. Once notice of redemption is delivered, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Notes called for redemption shall become due and payable on the applicable Redemption Date and at the applicable Redemption Price as set forth herein.
(g) In the event of any redemption requiring a calculation of the present value of the principal and interest payments in respect of Notes, the Company may appoint a calculation agent to make any such required calculation. For the avoidance of doubt, The Bank of New York Mellon Trust Company, N.A. shall not be responsible for calculating any present value or make-whole amounts in connection with the Notes. The Company shall be responsible for these calculations or shall appoint a separate calculation agent for that purpose.
SECTION 2.06. Special Mandatory Redemption. (a) If (i) Chart Merger is not consummated on or before the later of (x) July 28, 2026 and (y) the date that is five business days after the Outside Date (as defined in the Merger Agreement), (ii) prior to the Outside Date, the Merger Agreement is terminated or (iii) the Company notifies the Trustee that the Parent Guarantor will not pursue consummation of the Chart Merger (any such event, a “Special Mandatory Redemption Event”), then the Company will be required to redeem all the Notes (the “SpecialMandatory Redemption”), at a redemption price equal to 101% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined herein) (subject to the right of holders of such Notes of record on the relevant record date to receive interest due on an interest payment date falling prior to the Special Mandatory Redemption Date) (the “Special Mandatory Redemption Price”). Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will have no obligation to monitor, or otherwise inquire into, the status of the Chart Merger.
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(b) In the event that the Company becomes obligated to redeem the Notes pursuant to the Special Mandatory Redemption, the Company will promptly, and in any event not more than 10 business days after the Special Mandatory Redemption Event, deliver notice to the Trustee of the Special Mandatory Redemption and the date upon which the Notes will be redeemed (the “Special Mandatory Redemption Date”), which date shall be no later than the tenth business day following the date of such notice to the Trustee unless some longer minimum period may be required by DTC (or any successor depositary), together with a notice of Special Mandatory Redemption for the Trustee to deliver to each registered holder of the Notes, which notice shall be provided to the Trustee with sufficient time to allow the Trustee to deliver such notice to holders at least 10 days prior to the Special Mandatory Redemption Date (which is understood to mean at least three business days prior to the date on which the notice must be sent). The Trustee will then reasonably promptly mail or electronically deliver (or otherwise transmit in accordance with the depositary’s procedures) such notice of Special Mandatory Redemption to each registered holder of the Notes.
(c) On or before the Special Mandatory Redemption Date, the Company will pay to the Paying Agent for payment to each Holder of the Notes the applicable Special Mandatory Redemption Price for such Holder’s Notes.
(d) Failure to make the Special Mandatory Redemption, if required in accordance with the terms described above, will constitute an Event of Default with respect to the Notes.
(e) [reserved]
(f) Upon the consummation of the Chart Merger, the foregoing provisions regarding Special Mandatory Redemption will cease to apply. For the purposes of the foregoing, the Chart Merger will be deemed consummated if “Closing” under the Merger Agreement occurs, including after giving effect to any amendments or modifications to the Merger Agreement or waivers thereunder acceptable to the Company.
(g) For purposes of the foregoing discussion, the following definition applies:
(1) “Chart” means Chart Industries, Inc., a Delaware corporation.
(2) “Chart Merger” means the transaction pursuant to which Merger Sub (as defined below) will merge with and into Chart, with Chart surviving the Merger as a wholly owned subsidiary of Parent Guarantor.
(3) “MergerAgreement” means the Agreement and Plan of Merger, dated July 28, 2025, by and among Parent Guarantor, Chart and Tango Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent Guarantor (“MergerSub”), as it may be amended from time to time.
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SECTION 2.07. No Sinking Fund or Holder Redemption Right. The Notes shall not have the benefit of or be subject to any sinking fund requirement and shall not be subject to redemption at the option of the Holders.
SECTION 2.08. Forms of Notes. (a) Forms Generally. 2029 Notes issued in global form shall be substantially in the form of Exhibit A attached hereto, 2031 Notes issued in global form shall be substantially in the form of Exhibit B attached hereto, 2033 Notes issued in global form shall be substantially in the form of Exhibit C attached hereto, 2036 Notes issued in global form shall be substantially in the form of Exhibit D attached hereto and 2056 Notes issued in global form shall be substantially in the form of Exhibit E attached hereto. 2029 Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto, 2031 Notes issued in definitive form shall be substantially in the form of Exhibit B attached hereto, 2033 Notes issued in definitive form shall be substantially in the form of Exhibit C attached hereto, 2036 Notes issued in definitive form shall be substantially in the form of Exhibit D attached hereto and 2056 Notes issued in definitive form shall be substantially in the form of Exhibit E attached hereto (but, in each case, without the Global Security Legend thereon and without the Schedule of Exchanges of Interests in the Global Security attached thereto).
(b) Initial Securities. The Initial Securities shall initially be issued and authenticated solely in the form of Global Securities (as more fully set forth below).
(c) Global Securities. Each Global Security shall represent such of the outstanding Notes as shall be specified therein, and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. In the event of any increase or decrease in the aggregate principal amount of outstanding Notes represented by any Global Security, the Trustee, in accordance with instructions given by the Holder thereof as required by Article IV, shall endorse such Global Security to reflect such increase or decrease and the Security Registrar shall also reflect on the Security Register the date and amount of any such increase or decrease.
(d) Definitive Securities. Notwithstanding any other provision of this Article II, any issuance of Definitive Securities shall not occur, and owners of beneficial interests in Global Securities shall not be entitled to receive Definitive Securities in exchange therefor, until a Definitive Securities Issuance Date shall occur in the specific circumstances set forth in Section 4.01.
SECTION 2.09. Additional Securities. (a) The Issuers shall be entitled at any time or from time to time to issue: (i) 2029 Additional Securities that have identical terms as the 2029 Initial Securities, (ii) 2031 Additional Securities that have identical terms as the 2031 Initial Securities, (iii) 2033 Additional Securities that have identical terms as the 2033 Initial Securities, (iv) 2036 Additional Securities that have identical terms as the 2036 Initial Securities and (v) 2056 Additional Securities that have identical terms as the 2056 Initial Securities, in each case, except for the issue date, issue price and the date from which interest shall accrue.
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(b) With respect to any Additional Securities, the Company Order referred to in Section 2.02(c) shall specify the issue price and the issue date of such Additional Securities, including the date from which interest shall accrue and the first Interest Payment Date therefor.
(c) Additional Securities issued before the Definitive Securities Issuance Date shall be issued solely in the form of Global Securities; and any Additional Securities issued from and after the Definitive Securities Issuance Date shall be issued solely in the form of Definitive Securities.
SECTION 2.10. Defeasance and Covenant Defeasance. For the avoidance of doubt, the provisions of Section 1302 and Section 1303 of the Indenture with respect to Defeasance of the Securities of a series and Covenant Defeasance of the Securities of a series, respectively, shall be applicable to the Notes. In the case of Defeasance or Covenant Defeasance of the Securities, the Co-Obligor will be released to the same extent as the Company.
SECTION 2.11. Depositary. The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Securities.
SECTION 2.12. Other Terms and Form of the Notes. The Notes shall have and be subject to such other terms as provided in the Original Indenture and this Ninth Supplemental Indenture. The 2029 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes and the 2056 Notes and, in each case, the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A, Exhibit B, Exhibit C, Exhibit D, and Exhibit E, respectively, hereto, which are hereby incorporated in and expressly made a part of this Ninth Supplemental Indenture.
SECTION 2.13. Applicability. The provisions of this Article II shall apply only to the Notes. Section 202, Section 203 and Section 205 of the Original Indenture are replaced and restated, solely for purposes of the Notes, by Section 2.07(a) herein and Exhibit A, Exhibit B, Exhibit C, Exhibit D or Exhibit E hereto.
SECTION 2.14. Paying Agents. The Company may add, replace or terminate any Paying Agent from time to time. The Company may act as Paying Agent. The Company shall notify the Trustee of changes in any paying agent.
ARTICLE III
Amendments and Supplements to Certain Sections of the Original Indenture
SECTION 3.01. SEC Reports; Financial Information. So long as any Notes remain outstanding, the Parent Guarantor will file or cause to file with the Trustee copies, within 15 days after the Parent Guarantor has filed the same with the SEC, of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which the Parent Guarantor may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act. The Parent Guarantor shall also comply with Section 314(a) of the Trust Indenture Act. Any document or report that the Parent Guarantor has filed with the SEC and that is publicly accessible on the SEC’s EDGAR system will be deemed filed with the Trustee and transmitted to the Holders for purposes of this Ninth Supplemental Indenture.
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SECTION 3.02. Restriction on Liens; Restriction on Sale and Lease-Back Transactions. (a) So long as any of the Notes remain outstanding, subject to Section 3.02(c) below, the Company will not, and will not permit any Restricted Subsidiary to, issue, assume or guarantee any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (“debt”) if that debt is secured by a mortgage on any Principal Property, or on any shares of stock or indebtedness of any Restricted Subsidiary (whether the Principal Property, shares of stock or indebtedness is owned at or acquired after March 11, 2026), without in any such case effectively providing that the Notes shall be secured equally and ratably with or prior to such debt until such time as such debt is no longer so secured by such mortgage. This restriction, however, shall not apply to: (i) mortgages on property of any corporation or other Person existing at the time such corporation or other Person becomes a Restricted Subsidiary; (ii) mortgages on property of a corporation or other Person existing at the time that corporation or other Person is merged into or consolidated with the Company or a Restricted Subsidiary or at the time of a sale, transfer, conveyance or the disposition of all or substantially all of the properties or assets of that corporation or other Person to the Company or a Restricted Subsidiary; (iii) mortgages on any property the Company or any Restricted Subsidiary acquires, constructs, develops, expands or improves that secure debt issued, assumed or guaranteed (or issued, assumed or guaranteed pursuant to a commitment entered into) prior to, at the time of or within 12 months after the acquisition or completion of construction, development, expansion or improvement of the property (or, in the case of property constructed, developed, expanded or improved, if later, the commencement of commercial operation of the property) for the purpose of financing all or any part of the purchase price of the property or the cost of the construction or improvement (together with, in the case of construction, development, expansion or improvement, mortgages on property previously owned by the Company or any Restricted Subsidiary to the extent constituting unimproved real property on which the property being constructed, developed or expanded or the improvement is located); (iv) mortgages securing debt owing by the Company or any Restricted Subsidiary to the Company or another Restricted Subsidiary; (v) mortgages on property of the Company or a Restricted Subsidiary in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure any debt incurred for the purpose of financing all or any part of the purchase price or the cost of construction, development, expansion or improvement of the property subject to such mortgages or to secure partial, progress, advance or other payments pursuant to the provisions of any contracts, statute, law, rule or regulation; (vi) mortgages incurred in connection with pollution control, industrial revenue or similar financings; (vii) mortgages incurred or deposits made (including mortgages and deposits securing letters of credit or similar financial assurance) to secure the performance of or in connection with bids, tenders, statutory, governmental or private contractual or other obligations, surety, performance, completion, appeal or similar bonds, leases, return-of-money bonds and other obligations similar to any of the foregoing, in each case in the ordinary course of business; (viii) mortgages arising by operation of law, including but not limited to mortgages for taxes, assessments or similar charges that are not yet due or the validity of which is being contested in good faith by appropriate proceedings; (ix) mortgages existing at the Issue Date; (x) mortgages on inventory to secure current liabilities of debt; and (xi) any extension, renewal or replacement
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or successive extensions, renewals or replacements, in whole or in part, of any mortgage referred to in the clauses immediately above if the amount of debt secured by the extended, renewed or replacement mortgage does not exceed the amount of the debt refinanced (plus accrued interest and premiums with respect thereto) plus transaction expenses related thereto and such mortgage is limited to the property secured by the original mortgage plus improvements thereon.
(b) So long as any of the Notes remain outstanding, subject to Section 3.02(c) below, the Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction of any Principal Property unless (i) the Company or such Restricted Subsidiary would be entitled to issue, assume or guarantee debt secured by a mortgage upon the Principal Property involved in an amount at least equal to the Attributable Debt for that transaction without equally and ratably securing the Notes, (ii) an amount in cash equal to the Attributable Debt for that transaction is applied prior to, at the time of or within 12 months after that transaction to the retirement of Notes or other debt of the Company or debt of a Restricted Subsidiary, which by its terms matures at or is extendible or renewable at the option of the obligor to a date more than 12 months after its creation and which, in the case of such debt of the Company, is not subordinate in right of payment to the Notes or (iii) prior to, at the time of or within 12 months after such transaction, the Company or a Restricted Subsidiary uses an amount equal to the Attributable Debt for the purchase of any asset or any interest in an asset which would qualify, after purchase, as a Principal Property. This Section 3.02(b) does not apply to any Sale and Leaseback Transaction (i) entered into in connection with an industrial revenue, pollution control or similar financing or any Sale and Leaseback Transaction or (ii) in which the only parties involved are the Company and any Subsidiary or Subsidiaries. When calculating the amount of Attributable Debt, any Attributable Debt for these Sale and Leaseback Transactions will be excluded.
(c) In addition to the exceptions set forth under Sections 3.02(a) and 3.02(b) above, the Company and any Restricted Subsidiary may incur debt secured by mortgages and enter into additional Sale and Leaseback Transactions otherwise prohibited by (and not permitted under the exceptions to) Sections 3.02(a) or 3.02(b) above as long as the total of such debt secured by mortgages plus the Attributable Debt in respect of such Sale and Leaseback Transactions does not exceed 10% of Consolidated Net Worth.
SECTION 3.03. Applicability. The covenants set forth in Sections 3.01 and 3.02 are applicable only to the Securities of each series of Notes established under this Ninth Supplemental Indenture and are solely for the benefit of the Holders of the Notes. Section 704 of the Original Indenture is replaced and restated, solely for purposes of the Notes established under this Ninth Supplemental Indenture, by Section 3.01 herein.
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ARTICLE IV
Transfer and Exchange
SECTION 4.01. Transfer and Exchange of Global Securities; Limited Rights of Beneficial Owners. (a) The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:
(1) Each Global Security authenticated under this Ninth Supplemental Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Note for all purposes of the Indenture.
(2) Notwithstanding any other provision in the Original Indenture or this Ninth Supplemental Indenture, no Global Security may be exchanged in whole or in part for Notes registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless:
(A) such Depositary has notified the Issuers that it (i) is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, or
(B) the Issuers have executed and delivered to the Trustee a Company Order stating that such Global Security shall be exchanged in whole for Definitive Securities.
In addition to the foregoing clauses (A) and (B), if an Event of Default with respect to the Notes of a series has occurred and is continuing, a Holder of the Notes of such series may request and the Issuers shall issue Definitive Securities registered in such Holder’s name representing such Holder’s beneficial interest in the Global Security representing such series of Notes. If the Issuers receive a notice of the kind specified in clause (A) above, the Issuers may, in their sole discretion, designate a successor Depositary for such Global Security within 90 days after receiving such notice. If the Issuers designate a successor Depositary as aforesaid, such Global Security shall promptly be exchanged in whole for one or more other Global Securities registered in the name of the successor Depositary, whereupon such designated successor shall be the Depositary for such successor Global Security or Global Securities and the provisions of clauses (1), (2), (3) and (4) of this provision shall continue to apply thereto.
(3) Subject in all cases to clause (2) above, any exchange of a Global Security for other Notes may be made in whole or in part, and all Notes issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.
(4) Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to Section 304, 306, 906 or 1107 of the Original Indenture or this Article IV or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless upon a Definitive Securities Issuance Date such Note is issued as a Definitive Security.
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(b) Upon the date 90 days after the Issuers have received notice from the Depositary pursuant to Section 4.01(a)(2)(A) and have not appointed a successor Depositary or have delivered a Company Order to the Trustee pursuant to Section 401(a)(2)(B) or, in either case, such earlier date as the Issuers elects by written notice to the Trustee (the “Definitive Securities Issuance Date”), (x) the Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Securities in definitive, fully registered form without interest coupons; (y) the Issuers shall execute, and upon a Company Order the Trustee shall authenticate and deliver, Definitive Securities in a like aggregate principal amount as the outstanding Global Securities registered, Definitive Securities in such names and authorized denominations as the Depositary shall instruct the Security Registrar in accordance with the Applicable Procedures; and (2) the Security Registrar shall cause the aggregate principal amount of such outstanding Global Securities to be reduced to zero pursuant to Section 4.07. The Trustee shall deliver such Definitive Securities to the Persons in whose names such Definitive Securities are so registered. Neither the Issuers nor the Security Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global Security, and each of the Issuers and the Security Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depositary for all purposes of the Indenture.
(c) The Issuers, the Trustee and every Person who takes or holds any beneficial interest in a Global Security agree that:
(1) the Issuers and the Trustee may deal with the Depositary as sole owner of the Global Security and as the authorized representative of such Person;
(2) such Person’s rights in the Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreement between such Person and the Depositary and/or Participants and Indirect Participants of the Depositary;
(3) the Depositary and its participants make book-entry transfers of beneficial ownership among, and receive and transmit distributions of principal and interest on the Global Securities to, such Persons in accordance with the Applicable Procedures of the Depositary;
(4) none of the Issuers, the Trustee nor any agent of the Issuers or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests; and
(5) notwithstanding the foregoing, (x) subject to the provisions of Section 4.01(c)(2), the Holder of a Global Security shall be entitled to grant proxies and otherwise authorize any Person, including Participants and Indirect Participants and Persons that may hold interests through Participants and Indirect Participants, to take any action which a Holder is entitled to take under the Indenture or the Notes; and (y) nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Security.
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SECTION 4.02. Transfer and Exchange of Beneficial Interests in the Global Securities. The transfer and exchange of beneficial interests in the Global Securities shall be effected through the Depositary, in accordance with the provisions of this Ninth Supplemental Indenture and the Applicable Procedures. Transfers of beneficial interests in the Global Securities also shall require compliance with subparagraph (a) below as well as one or more of the other following provisions of this Article IV, as applicable:
(a) Transfers and Exchanges of Beneficial Interests in Global Securities. In connection with all transfers and exchanges of beneficial interests, the transferor of such beneficial interest must deliver to the Security Registrar either:
(A) (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged; and
(ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or
(B) upon the Definitive Securities Issuance Date; both
(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Security in an amount equal to the beneficial interest to be transferred or exchanged; and
(ii) instructions given by the Depositary to the Security Registrar containing information regarding the Person in whose name such Definitive Security shall be registered to effect the transfer or exchange referred to in Section 4.02(a)(B)(i) above.
(b) Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in the Indenture, the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of each relevant Global Security pursuant to Section 4.07.
SECTION 4.03. No Transfer or Exchange of Beneficial Interests for Definitive Securities. Inasmuch as Definitive Securities will be issued only from and after a Definitive Securities Issuance Date in the limited circumstances specified in clause (2) of Section 4.01(a) whereby Notes are no longer to be represented by Global Securities, other than as and to the extent specified in Section 4.01, any holder of a beneficial interest in a Global Security will not be entitled to exchange such beneficial interest for a Definitive Security or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Security.
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SECTION 4.04. No Transfer and Exchange of Definitive Securities for Beneficial Interests. Inasmuch as Definitive Securities will be issued only from and after a Definitive Securities Issuance Date in the limited circumstances specified in clause (2) of Section 4.01(a) whereby Notes are no longer to be represented by Global Securities, the Holder of a Definitive Security will not be entitled to exchange such Definitive Security for a beneficial interest in a Global Security.
SECTION 4.05. Transfer and Exchange of Definitive Securities for Definitive Securities. From and after any Definitive Securities Issuance Date, upon request by a Holder of Definitive Securities and such Holder’s compliance with the provisions of this Section 4.05, the Security Registrar shall register the transfer of, in the name of the designated transferee or transferees, one or more new Definitive Securities, or exchange Definitive Securities for other Definitive Securities, in each case, of any authorized denominations and of like aggregate principal amount. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Security Registrar the Definitive Securities to be transferred or exchanged duly endorsed, or accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Security Registrar duly executed, by the Holder thereof or such Holder’s attorney duly authorized in writing.
A Holder of Definitive Securities may transfer such Securities to a Person who takes delivery thereof in the form of a Definitive Security. Upon receipt of a request to register such a transfer, the Security Registrar shall register the Definitive Security pursuant to the instructions from the Holder thereof.
SECTION 4.06. Legends. The following legends shall appear on the face of all Global Securities and Definitive Securities issued (and all Securities issued in exchange therefor or substitution thereof) under this Ninth Supplemental Indenture unless specifically stated otherwise in the applicable provisions of this Ninth Supplemental Indenture:
THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) ORITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE SECURITY REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO ARTICLEIV OF THE NINTH SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 4.01 OF THE NINTH SUPPLEMENTAL INDENTURE AND (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FORCANCELLATION PURSUANT TO SECTION 4.07 OF THE NINTH SUPPLEMENTAL INDENTURE AND SECTION 309 OF THE ORIGINAL INDENTURE.
UNLESS ANDUNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHERNOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
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SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK,NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZEDREPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFULINASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SECTION 4.07. Cancellation and/or Adjustment of Global Securities. At such time as all beneficial interests in a particular Global Security have been exchanged for Definitive Securities or a particular Global Security has been redeemed or canceled in whole and not in part, each such Global Security shall be returned to or retained and canceled by the Trustee in accordance with Section 309 of the Original Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security or for Definitive Securities:
(x) the Security Registrar shall reflect on the Security Register for the Notes the date and a corresponding decrease in the principal amount of such Global Security;
(y) the principal amount of Notes represented by such Global Security shall be reduced accordingly and an endorsement shall be made on such Global Security by the Trustee to reflect such reduction; and
(z) if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security, (1) the Security Registrar shall reflect on the Security Register for the Notes the date and a corresponding increase in the principal amount of such other Global Security and (2) such other Global Security shall be increased accordingly and an endorsement shall be made on such Global Security by the Trustee to reflect such increase.
SECTION 4.08. General Provisions Relating to Transfers and Exchanges. (a) To permit registrations of transfer and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Securities and Definitive Securities at the Security Registrar’s request in accordance with provisions providing for such registrations of transfer and exchange in this Article IV and Sections 304, 306, 906 and 1107 of the Original Indenture.
(b) No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuers may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304, 306, 906 or 1107 of the Original Indenture or Article IV of this Ninth Supplemental Indenture not involving any transfer.
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(c) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under the Indenture, as the Notes surrendered upon such registration of transfer or exchange.
(d) If Notes of a series are to be redeemed in whole or in part, the Issuers shall not be required (A) to issue, register the transfer of or exchange any Notes of such series during a period beginning at the opening of business 15 days before the day of selection of any such Notes for redemption in part under Section 1103 of the Original Indenture and ending at the close of business on the day of such selection, or (B) to register the transfer of or exchange any Note of such series so selected for redemption in whole or in part, except the unredeemed portion of any Note of such series being redeemed in part.
(e) Prior to due presentment of a Note for registration of transfer, the Issuers, the Trustee and any agent of the Issuers or the Trustee may treat the Person in whose name such Note is registered as the owner of such Note for the purpose of receiving payment of principal of and any premium and (subject to Section 307 of the Original Indenture) any interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuers, the Trustee nor any agent of the Issuers or the Trustee shall be affected by notice to the contrary.
(f) All certifications, certificates and Opinions of Counsel required to be submitted to the Security Registrar pursuant to this Article IV to effect a transfer or exchange may be submitted by facsimile or electronic (i.e., “pdf” or “tif”) transmission.
(g) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Ninth Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Global Security or Definitive Security other than to require delivery of such certificates and other documentation or evidence as is expressly required by, and to do so if and when expressly required by the terms of, this Ninth Supplemental Indenture, and to examine the same to determine substantial compliance as to conformity with the express requirements hereof.
(h) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
SECTION 4.09. Applicability. The provisions of this Article IV shall apply in lieu of the second through eighth paragraphs of Section 305 of the Original Indenture and shall apply only to the Notes.
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ARTICLE V
Supplemental Indentures
SECTION 5.01. Supplemental Indentures Without Consent of Holders. Solely for purposes of each series of Notes, Section 901(10) of the Original Indenture is replaced in its entirety with the following:
“(10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (10) shall not adversely affect the interests of the Holders of Securities of any series in any material respect;
(11) to add a guarantee to the Notes of any series;
(12) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;
(13) to make changes to provide for the issuance of Additional Securities in accordance with the Indenture;
(14) (A) to make changes or waivers that do not adversely affect the Notes of any series, even if they affect other debt securities and (B) to make changes that would not adversely affect the Notes of any series in any material respect; or
(15) to conform the text of the Indenture or the terms of the applicable series of Notes (as defined in the Ninth Supplemental Indenture) to the “Description of the Notes” in the Issuers’ prospectus supplement dated March 5, 2026 to the extent that such provision in that “Description of the Notes” was intended to be a verbatim recitation of a provision of the Indenture or the applicable series of Notes.”
The provisions set forth above are applicable only to the Notes established under this Ninth Supplemental Indenture and are solely for the benefit of the Holders of the Notes. Section 901(10) of the Original Indenture is replaced and restated, solely for purposes of the Notes established under this Ninth Supplemental Indenture, by this Section 5.01 herein.
ARTICLE VI
Guarantee
SECTION 6.01. The Guarantee. Subject to the provisions of this Article 6, the Parent Guarantor hereby fully and unconditionally guarantees the due and punctual payment of the principal of (and premium, if any) and interest on, and any other amounts payable under the Indenture and the Notes, when and as the same shall become due and payable, whether at maturity, a specified payment date, upon acceleration, redemption or otherwise, according to the terms thereof (the “Guarantee”). In the case of any failure by the Issuers (which term includes any successor Person under the Original Indenture) to make punctually any such payment of the
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principal of and, premium, if any, and interest on and any other amounts payable in respect of the Notes, the Parent Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at maturity, a specified payment date, upon acceleration, redemption or otherwise, according to the terms thereof, and as if such payment were made by the Parent Guarantor.
SECTION 6.02. Ranking. The Guarantee shall be the Parent Guarantor’s senior unsecured obligation and shall rank equally in right of payment with all of its other senior and unsecured debt obligations.
SECTION 6.03. Guarantee Unconditional. The Parent Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by: any invalidity, irregularity, illegality or unenforceability of any series of Notes, any incapacity or lack or limitations of powers, authority of the Issuers or of the Issuers’ directors, officers, employees, agents or representatives; any failure to enforce the provisions of any of the Notes; any waiver, modification, release, discharge or indulgence granted to the Issuers with respect thereto, by the holder of any of the Notes; the entry of any judgment against the Issuers; the initiation or pendency of any proceedings with respect to the Issuers under any applicable bankruptcy, liquidation, insolvency, reorganization or other similar law; or any other circumstance that may otherwise constitute a legal defense of, or equitable discharge to, the Parent Guarantor; provided, however, that no such waiver, modification or indulgence shall, without the consent of the Parent Guarantor, increase the principal of any Note, or increase the premium, if any, or the interest rate thereon or alter the maturity date thereof.
SECTION 6.04. Waiver by Parent Guarantor; Discharge Only Upon Payment in Full. Provided that any Holder of Notes shall have made a request (oral or written) to the Issuers for payment (which procedural requirement to make such a request shall not apply in the event of the initiation or pendency of any proceedings with respect to the Issuers under any applicable bankruptcy, liquidation, insolvency, reorganization or other similar law), the Parent Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest or notice with respect to any or all Notes or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, and premium, if any, and interest on and other amounts payable in respect of the Note. A Holder need not exhaust any recourse that it may have against the Issuers or other Persons before being entitled to full payment from the Parent Guarantor under the Guarantee.
SECTION 6.05. Payment Guarantee. The Guarantee is a guarantee of payment and not of collection.
SECTION 6.06. Subrogation. The Parent Guarantor shall be subrogated to all rights of the Holder of any Note against the Issuers in respect of any amounts paid to such Holder by the Parent Guarantor pursuant to the provisions of the Guarantee; provided, however, that the Parent Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon such right of subrogation until the principal of and, premium, if any, and interest on and any other amounts payable in respect of any Note shall have been paid in full.
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SECTION 6.07. Reinstatement. If any Holder is required by any court or otherwise to return to the Issuers or the Parent Guarantor (or any trustee, liquidator, custodian or other similar official acting in relation to either the Issuers or the Parent Guarantor) any amount paid by the Issuers or the Parent Guarantor to such Holder, the Guarantee shall be reinstated in full force and effect to the extent theretofore discharged.
SECTION 6.08. Notation of Guarantee Not Required. The Parent Guarantor acknowledges that the Guarantee shall remain in full force and effect notwithstanding the absence on any Note of a notation relating to the Guarantee.
SECTION 6.09. Release of the Parent Guarantor.
(a) The Parent Guarantor’s obligations under the Guarantee shall terminate and be automatically released without the need for any action by any party: (i) upon satisfaction and discharge of the Original Indenture pursuant to Article IV of the Original Indenture; (ii) upon the liquidation or dissolution of the Parent Guarantor; or (iii) upon Parent Guarantor consolidating with, merging into or transferring all or substantially all of its properties or assets to the Company or another guarantor of the Notes.
(b) Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect and reasonably satisfactory to the Trustee, the Trustee shall execute any documents (in form and substance reasonably satisfactory to the Trustee) reasonably required in order to evidence the release of the Parent Guarantor pursuant to this Section 2.09 from its obligations under the Guarantee.
SECTION 6.10. Benefits Acknowledged. The Parent Guarantor acknowledges that it will receive direct and indirect benefits from the arrangements contemplated by the Guarantee and that the Guarantee and waivers made by the Parent Guarantor pursuant to the Guarantee are knowingly made in contemplation of such benefits.
SECTION 6.11. Obligations Under Indenture. For the avoidance of doubt, the Parent Guarantor shall not be bound by any obligations or covenants under the Original Indenture except as set forth in this Ninth Supplemental Indenture or as otherwise required by the Trust Indenture Act.
ARTICLE VII
Miscellaneous
SECTION 7.01. Ratification of Original Indenture; Ninth Supplemental Indenture Part of Original Indenture. Except as expressly amended hereby, the Original Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Ninth Supplemental Indenture shall form a part of the Original Indenture for all purposes, and every Holder of Notes shall be bound hereby.
SECTION 7.02. Concerning the Trustee. The recitals contained herein and in the Notes, except with respect to the Trustee’s certificates of authentication, shall be taken as the statements of the Issuers, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Ninth Supplemental Indenture or of the Notes. At all times the Trustee shall comply with all applicable requirements of the Trust Indenture Act.
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SECTION 7.03. Counterparts. This Ninth Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. The exchange of copies of this Ninth Supplemental Indenture and of signature pages by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall constitute effective execution and delivery of this Ninth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall be deemed to be their original signatures for all purposes of this Ninth Supplemental Indenture as to the parties hereto and may be used in lieu of the original. Signatures by facsimile or electronic transmission shall be of the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to accept electronic signatures in any form or in any format unless expressly agreed to by such Trustee pursuant to procedures approved by such Trustee.
SECTION 7.04. Governing Law. THIS NINTH SUPPLEMENTAL INDENTURE, THE GUARANTEE AND THE NOTES AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO AND THERETO, INCLUDING THE INTERPRETATION, CONSTRUCTION, VALIDITY AND ENFORCEABILITY THEREOF, SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
SECTION 7.05. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.
SECTION 7.06. Benefits under Ninth Supplemental Indenture, etc. Nothing in this Ninth Supplemental Indenture or the Notes, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Notes, any benefit of any legal or equitable right, remedy or claim under the Original Indenture, this Ninth Supplemental Indenture or the Notes.
SECTION 7.07. Successors. All agreements of the Issuers in this Ninth Supplemental Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in this Ninth Supplemental Indenture shall bind its successor.
SECTION 7.08. Scope of Supplemental Indenture. The changes, modifications and supplements to the Original Indenture effected by this Ninth Supplemental Indenture shall be applicable only with respect to, and shall only govern the terms of, and shall be deemed expressly included in this Ninth Supplemental Indenture solely for the benefit of, the Notes which may be issued from time to time, and shall not apply to any other Securities that may be issued under the Original Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements.
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SECTION 7.09. Execution of Securities. The first paragraph of Section 303 of the Original Indenture is replaced and restated, solely for purposes of the Notes, as follows: “The Securities shall be executed on behalf of the Company and the Co-Obligor by their respective President or a Vice President (regardless of vice presidential designation) (or any other officer of the Company or the Co-Obligor designated in writing by or pursuant to authority of the respective Boards of Directors (or comparable governing body) and delivered to the Trustee from time to time), thereon attested by their respective Secretary or Assistant Secretary. The signature of any of these officers on the Securities may be manual, by facsimile or electronic transmission. Signatures by facsimile or electronic transmission shall be of the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to accept electronic signatures in any form or in any format unless expressly agreed to by such Trustee pursuant to procedures approved by such Trustee.”
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties have caused this Ninth Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the date first above written.
| BAKER HUGHES HOLDINGS LLC | ||
|---|---|---|
| By: | /s/ Daniel Horton | |
| Name: Daniel Horton | ||
| Title: Vice President, Treasurer | ||
| BAKER HUGHES CO-OBLIGOR, INC. | ||
| By: | /s/ Benjamin Leibman | |
| Name: Benjamin Leibman | ||
| Title: Vice President | ||
| BAKER HUGHES COMPANY | ||
| By: | /s/ Daniel Horton | |
| Name: Daniel Horton | ||
| Title: Vice President, Treasurer | ||
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE | ||
| By: | /s/ Terence Rawlins | |
| Name: Terence Rawlins | ||
| Title: Vice President |
[Signature Page toNinth Supplemental Indenture]
EXHIBIT A
FACE OF SECURITY
GLOBAL SECURITY LEGEND
THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE SECURITY REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO ARTICLE IV OF THE NINTH SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 4.01 OF THE NINTH SUPPLEMENTAL INDENTURE AND (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 4.07 OF THE NINTH SUPPLEMENTAL INDENTURE AND SECTION 309 OF THE ORIGINAL INDENTURE.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ^*^
| ^*^ | These paragraphs should be included only if the Security is a Global Security. |
|---|
2
BAKER HUGHES HOLDINGS LLC
BAKER HUGHES CO-OBLIGOR, INC.
4.050% Senior Notes due 2029
| No. | $ |
|---|
CUSIP No.
ISIN No.
BAKER HUGHES HOLDINGS LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), and BAKER HUGHES CO-OBLIGOR, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Co-Obligor”, which term includes any successor Person under the Indenture hereinafter referred to, and, together with the Company, the “Issuers”), for value received, hereby jointly and severally promise to pay to Cede & Co., or registered assigns, the principal sum of Dollars [or such greater or lesser amount as is indicated on the Schedule of Exchanges of Interests in the Global Security attached to this Security]^**^ on March 11, 2029, and to pay interest thereon from March 11, 2026 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on March 11 and September 11 in each year, commencing September 11, 2026, and at the Maturity thereof, at the rate of 4.050% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the February 25 or August 28 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not punctually paid or duly provided for, will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Subject to the terms of the Indenture, this Security is fully and unconditionally guaranteed as to all payments due hereon whether at Maturity, by acceleration, redemption, repayment or otherwise by Baker Hughes Company (the “Parent Guarantor”) in accordance with the terms of set forth in Article IV of the Indenture.
Payment of the principal of (and premium, if any) and any such interest on this Security will be made (x) if this Security is a Global Security, through the relevant Depositary or (y) if this Security is not a Global Security, at the corporate trust office of The Bank of New York Mellon in New York City, against surrender of this Security in the case of any payment due
| ^**^ | To be included only if the Security is a Global Security.<br> |
|---|
3
at the Maturity of the principal thereof or any payment of interest that becomes payable on a day other than an Interest Payment Date, and in the case of clause (x) or clause (y), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that if this Security is not a Global Security, (i) payment of interest on an Interest Payment Date will be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and all other payments will be made by check against surrender of this Security; (ii) all payments by check will be made in next-day funds (i.e., funds that become available on the day after the check is cashed); and (iii) notwithstanding clauses (i) and (ii) above, with respect to any payment of any amount due on this Security, if this Security is in a denomination of at least $1,000,000 and the Holder hereof at the time of surrender hereof or, in the case of any payment of interest on any Interest Payment Date, the Holder thereof on the related Regular Record Date delivers a written request to the Paying Agent to make such payment by wire transfer at least five Business Days before the date such payment becomes due, together with appropriate wire transfer instructions specifying an account at a bank in New York, New York, the Issuers shall make such payment by wire transfer of immediately available funds to such account at such bank in New York City, any such wire instructions, once properly given by a Holder as to this Security, remaining in effect as to such Holder and this Security unless and until new instructions are given in the manner described above and provided further, that notwithstanding anything in the foregoing to the contrary, if this Security is a Global Security, payment shall be made pursuant to the Applicable Procedures of the relevant Depositary as permitted in said Indenture. In accordance with Section 1002 of the Indenture, the “Place of Payment” with respect to this Security shall be New York, New York.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee referred to on the reverse hereof by manual, facsimile or electronic transmission signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
4
IN WITNESS WHEREOF, the Company and the Co-Obligor have caused this instrument to be duly executed.
| BAKER HUGHES HOLDINGS LLC | |
|---|---|
| By: | |
| Name: Daniel Horton | |
| Title: VP, Treasurer | |
| BAKER HUGHES CO-OBLIGOR, INC. | |
| --- | --- |
| By: | |
| Name: Benjamin Leibman | |
| Title: Vice President | |
| BAKER HUGHES COMPANY, as parent guarantor | |
| --- | --- |
| By: | |
| Name: Daniel Horton | |
| Title: VP, Treasurer | |
| Attest: | |
| --- | --- |
| Name: | Mitchell Athey |
| Title: | Executive Counsel & <br>Assistant Corporate Secretary |
[Signature Page toGlobal Note]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.
Dated: March 11, 2026
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE | |
|---|---|
| By: | |
| Authorized Signatory |
[Signature Page toGlobal Note]
This Security is one of a duly authorized issue of senior securities of the Issuers (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of October 28, 2008, as supplemented by the Second Supplemental Indenture, dated July 3, 2017 (the “Second Supplemental Indenture”) and the Seventh Supplemental Indenture, dated as of December 31, 2023 (the “Seventh Supplemental Indenture”), and as further supplemented by the Ninth Supplemental Indenture (herein so called) thereto, dated as of March 11, 2026 (herein called the “Indenture”, which term shall have the meaning assigned to it in such Ninth Supplemental Indenture), among the Issuers, the Parent Guarantor and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuers, the Parent Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. In the event of a conflict between the terms of the Indenture and the terms of this Security, the terms of the Indenture control. This Security is one of the series designated on the face hereof, the aggregate principal amount of which is not limited. The aggregate principal amount of Securities of this series authorized for issuance pursuant to the Indenture is limited to the $500,000,000 in aggregate principal amount of Securities of this series initially authorized for issuance on the Issue Date plus such additional amounts of Securities of this series as may be authorized for issuance from time to time thereafter in accordance with the provisions of the Indenture (except for Securities of this series authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to the Indenture).
The Securities of this series are subject to redemption upon prior notice, as provided below, at any time, as a whole or in part, at the election of the Company as set forth in Section 2.05 of the Ninth Supplemental Indenture.
In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
The Securities of this series are also subject to a Special Mandatory Redemption, as set forth in Section 2.06 of the Ninth Supplemental Indenture. If (i) the Chart Merger is not consummated on or before the later of (x) July 28, 2026 and (y) the date that is five business days after the Outside Date (as defined in the Merger Agreement), (ii) prior to the Outside Date, the Merger Agreement is terminated or (iii) the Company notifies the Trustee under the indenture that the Parent Guarantor will not pursue consummation of the Chart Merger (any such event, a “Special Mandatory Redemption Event”), then the Company will be required to redeem all the Notes (the “Special Mandatory Redemption”), at a redemption price equal to 101% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined herein) (subject to the right of holders of such Notes of record on the relevant record date to receive interest due on an interest payment date falling prior to the Special Mandatory Redemption Date) (the “Special Mandatory Redemption Price”). Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will have no obligation to monitor, or otherwise inquire into, the status of the Chart Merger.
7
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared, or shall automatically become, due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuers and the Parent Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuers, the Parent Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected (considered together as one class for this purpose). The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected under the Indenture (considered together as one class for this purpose), on behalf of the Holders of all Securities of such series, to waive compliance by the Issuers with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuers, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
8
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuers in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in minimum denominations of $2,000 and multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith, except as provided in Section 4.08(b) of the Ninth Supplemental Indenture.
Prior to due presentment of this Security for registration of transfer, the Issuers, the Trustee and any agent of the Issuers or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuers, the Trustee nor any such agent shall be affected by notice to the contrary.
This Security, the Guarantee and the Indenture shall be governed by and construed in accordance with the law of the State of New York.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
9
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY^***^
The following increases or decreases in the principal amount of this Global Security have been made:
| Date of<br><br><br>Transaction | Amount of<br>Decrease in<br>Principal Amount<br>of<br>Global<br>Security | Amount of<br>Interest in<br><br><br>Principal<br>Amount of<br>Global Security | Principal Amount<br>of Global Security<br>Following<br>Such<br>Decrease (or<br>Increase) | Signature of Authorized<br>Signatory |
|---|---|---|---|---|
| ^***^ | This Schedule should be included only if the Security is a Global Security. | |||
| --- | --- |
10
EXHIBIT B
FACE OF SECURITY
GLOBAL SECURITY LEGEND
THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE SECURITY REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO ARTICLE IV OF THE NINTH SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 4.01 OF THE NINTH SUPPLEMENTAL INDENTURE AND (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 4.07 OF THE NINTH SUPPLEMENTAL INDENTURE AND SECTION 309 OF THE ORIGINAL INDENTURE.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ^*^
| ^*^ | These paragraphs should be included only if the Security is a Global Security. |
|---|
1
BAKER HUGHES HOLDINGS LLC
BAKER HUGHES CO-OBLIGOR, INC.
4.350% Senior Notes due 2031
| No. | $ |
|---|
CUSIP No.
ISIN No.
BAKER HUGHES HOLDINGS LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), and BAKER HUGHES CO-OBLIGOR, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Co-Obligor”, which term includes any successor Person under the Indenture hereinafter referred to, and, together with the Company, the “Issuers”), for value received, hereby jointly and severally promise to pay to Cede & Co., or registered assigns, the principal sum of Dollars [or such greater or lesser amount as is indicated on the Schedule of Exchanges of Interests in the Global Security attached to this Security]^**^ on June 15, 2031, and to pay interest thereon from March 11, 2026 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 15 and December 15 in each year, commencing June 15, 2026, and at the Maturity thereof, at the rate of 4.350% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not punctually paid or duly provided for, will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Subject to the terms of the Indenture, this Security is fully and unconditionally guaranteed as to all payments due hereon whether at Maturity, by acceleration, redemption, repayment or otherwise by Baker Hughes Company (the “Parent Guarantor”) in accordance with the terms of set forth in Article IV of the Indenture.
Payment of the principal of (and premium, if any) and any such interest on this Security will be made (x) if this Security is a Global Security, through the relevant Depositary or (y) if this Security is not a Global Security, at the corporate trust office of The Bank of New York Mellon in New York City, against surrender of this Security in the case of any payment due
| ^**^ | To be included only if the Security is a Global Security.<br> |
|---|
2
at the Maturity of the principal thereof or any payment of interest that becomes payable on a day other than an Interest Payment Date, and in the case of clause (x) or clause (y), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that if this Security is not a Global Security, (i) payment of interest on an Interest Payment Date will be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and all other payments will be made by check against surrender of this Security; (ii) all payments by check will be made in next-day funds (i.e., funds that become available on the day after the check is cashed); and (iii) notwithstanding clauses (i) and (ii) above, with respect to any payment of any amount due on this Security, if this Security is in a denomination of at least $1,000,000 and the Holder hereof at the time of surrender hereof or, in the case of any payment of interest on any Interest Payment Date, the Holder thereof on the related Regular Record Date delivers a written request to the Paying Agent to make such payment by wire transfer at least five Business Days before the date such payment becomes due, together with appropriate wire transfer instructions specifying an account at a bank in New York, New York, the Issuers shall make such payment by wire transfer of immediately available funds to such account at such bank in New York City, any such wire instructions, once properly given by a Holder as to this Security, remaining in effect as to such Holder and this Security unless and until new instructions are given in the manner described above and provided further, that notwithstanding anything in the foregoing to the contrary, if this Security is a Global Security, payment shall be made pursuant to the Applicable Procedures of the relevant Depositary as permitted in said Indenture. In accordance with Section 1002 of the Indenture, the “Place of Payment” with respect to this Security shall be New York, New York.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee referred to on the reverse hereof by manual, facsimile or electronic transmission signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
3
IN WITNESS WHEREOF, the Company and the Co-Obligor have caused this instrument to be duly executed.
| BAKER HUGHES HOLDINGS LLC | |
|---|---|
| By: | |
| Name: Daniel Horton | |
| Title: VP, Treasurer | |
| BAKER HUGHES CO-OBLIGOR, INC. | |
| --- | --- |
| By: | |
| Name: Benjamin Leibman | |
| Title: Vice President | |
| BAKER HUGHES COMPANY, as parent guarantor | |
| --- | --- |
| By: | |
| Name: Daniel Horton | |
| Title: VP, Treasurer | |
| Attest: | |
| --- | --- |
| Name: | Mitchell Athey |
| Title: | Executive Counsel &<br><br><br>Assistant Corporate Secretary |
[Signature Page toGlobal Note]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.
Dated: March 11, 2026
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE | |
|---|---|
| By: | |
| Authorized Signatory |
[Signature Page toGlobal Note]
This Security is one of a duly authorized issue of senior securities of the Issuers (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of October 28, 2008, as supplemented by the Second Supplemental Indenture, dated July 3, 2017 (the “Second Supplemental Indenture”) and the Seventh Supplemental Indenture, dated as of December 31, 2023 (the “Seventh Supplemental Indenture”), and as further supplemented by the Ninth Supplemental Indenture (herein so called) thereto, dated as of March 11, 2026 (herein called the “Indenture”, which term shall have the meaning assigned to it in such Ninth Supplemental Indenture), among the Issuers, the Parent Guarantor and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuers, the Parent Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. In the event of a conflict between the terms of the Indenture and the terms of this Security, the terms of the Indenture control. This Security is one of the series designated on the face hereof, the aggregate principal amount of which is not limited. The aggregate principal amount of Securities of this series authorized for issuance pursuant to the Indenture is limited to the $1,250,000,000 in aggregate principal amount of Securities of this series initially authorized for issuance on the Issue Date plus such additional amounts of Securities of this series as may be authorized for issuance from time to time thereafter in accordance with the provisions of the Indenture (except for Securities of this series authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to the Indenture).
The Securities of this series are subject to redemption upon prior notice, as provided below, at any time, as a whole or in part, at the election of the Company as set forth in Section 2.05 of the Ninth Supplemental Indenture.
In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
The Securities of this series are also subject to a Special Mandatory Redemption, as set forth in Section 2.06 of the Ninth Supplemental Indenture. If (i) the Chart Merger is not consummated on or before the later of (x) July 28, 2026 and (y) the date that is five business days after the Outside Date (as defined in the Merger Agreement), (ii) prior to the Outside Date, the Merger Agreement is terminated or (iii) the Company notifies the Trustee under the indenture that the Parent Guarantor will not pursue consummation of the Chart Merger (any such event, a “Special Mandatory Redemption Event”), then the Company will be required to redeem all the Notes (the “Special Mandatory Redemption”), at a redemption price equal to 101% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined herein) (subject to the right of holders of such Notes of record on the relevant record date to receive interest due on an interest payment date falling prior to the Special Mandatory Redemption Date) (the “Special Mandatory Redemption Price”). Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will have no obligation to monitor, or otherwise inquire into, the status of the Chart Merger.
6
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared, or shall automatically become, due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuers and the Parent Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuers, the Parent Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected (considered together as one class for this purpose). The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected under the Indenture (considered together as one class for this purpose), on behalf of the Holders of all Securities of such series, to waive compliance by the Issuers with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuers, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
7
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuers in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in minimum denominations of $2,000 and multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith, except as provided in Section 4.08(b) of the Ninth Supplemental Indenture.
Prior to due presentment of this Security for registration of transfer, the Issuers, the Trustee and any agent of the Issuers or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuers, the Trustee nor any such agent shall be affected by notice to the contrary.
This Security, the Guarantee and the Indenture shall be governed by and construed in accordance with the law of the State of New York.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
8
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY^***^
The following increases or decreases in the principal amount of this Global Security have been made:
| Date of<br><br><br>Transaction | Amount of<br>Decrease in<br>Principal Amount<br>of<br>Global<br>Security | Amount of<br>Interest in<br>Principal<br>Amount of<br>Global<br>Security | Principal Amount<br>of Global Security<br>Following<br>Such<br>Decrease (or<br>Increase) | Signature of Authorized<br>Signatory |
|---|---|---|---|---|
| ^***^ | This Schedule should be included only if the Security is a Global Security. | |||
| --- | --- |
EXHIBIT C
FACE OF SECURITY
GLOBAL SECURITY LEGEND
THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE SECURITY REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO ARTICLE IV OF THE NINTH SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 4.01 OF THE NINTH SUPPLEMENTAL INDENTURE AND (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 4.07 OF THE NINTH SUPPLEMENTAL INDENTURE AND SECTION 309 OF THE ORIGINAL INDENTURE.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ^*^
| ^*^ | These paragraphs should be included only if the Security is a Global Security. |
|---|
1
BAKER HUGHES HOLDINGS LLC
BAKER HUGHES CO-OBLIGOR, INC.
4.650% Senior Notes due 2033
| No. | $ |
|---|
CUSIP No.
ISIN No.
BAKER HUGHES HOLDINGS LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), and BAKER HUGHES CO-OBLIGOR, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Co-Obligor”, which term includes any successor Person under the Indenture hereinafter referred to, and, together with the Company, the “Issuers”), for value received, hereby jointly and severally promise to pay to Cede & Co., or registered assigns, the principal sum of Dollars [or such greater or lesser amount as is indicated on the Schedule of Exchanges of Interests in the Global Security attached to this Security]^**^ or such greater or lesser amount as is indicated on the Schedule of Exchanges of Interests in the Global Security attached to this Security on June 15, 2033, and to pay interest thereon from March 11, 2026 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 15 and December 15 in each year, commencing June 15, 2026, and at the Maturity thereof, at the rate of 4.350% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not punctually paid or duly provided for, will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Subject to the terms of the Indenture, this Security is fully and unconditionally guaranteed as to all payments due hereon whether at Maturity, by acceleration, redemption, repayment or otherwise by Baker Hughes Company (the “Parent Guarantor”) in accordance with the terms of set forth in Article IV of the Indenture.
| ^**^ | To be included only if the Security is a Global Security.<br> |
|---|
2
Payment of the principal of (and premium, if any) and any such interest on this Security will be made (x) if this Security is a Global Security, through the relevant Depositary or (y) if this Security is not a Global Security, at the corporate trust office of The Bank of New York Mellon in New York City, against surrender of this Security in the case of any payment due at the Maturity of the principal thereof or any payment of interest that becomes payable on a day other than an Interest Payment Date, and in the case of clause (x) or clause (y), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that if this Security is not a Global Security, (i) payment of interest on an Interest Payment Date will be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and all other payments will be made by check against surrender of this Security; (ii) all payments by check will be made in next-day funds (i.e., funds that become available on the day after the check is cashed); and (iii) notwithstanding clauses (i) and (ii) above, with respect to any payment of any amount due on this Security, if this Security is in a denomination of at least $1,000,000 and the Holder hereof at the time of surrender hereof or, in the case of any payment of interest on any Interest Payment Date, the Holder thereof on the related Regular Record Date delivers a written request to the Paying Agent to make such payment by wire transfer at least five Business Days before the date such payment becomes due, together with appropriate wire transfer instructions specifying an account at a bank in New York, New York, the Issuers shall make such payment by wire transfer of immediately available funds to such account at such bank in New York City, any such wire instructions, once properly given by a Holder as to this Security, remaining in effect as to such Holder and this Security unless and until new instructions are given in the manner described above and provided further, that notwithstanding anything in the foregoing to the contrary, if this Security is a Global Security, payment shall be made pursuant to the Applicable Procedures of the relevant Depositary as permitted in said Indenture. In accordance with Section 1002 of the Indenture, the “Place of Payment” with respect to this Security shall be New York, New York.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee referred to on the reverse hereof by manual, facsimile or electronic transmission signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
3
IN WITNESS WHEREOF, the Company and the Co-Obligor have caused this instrument to be duly executed.
| BAKER HUGHES HOLDINGS LLC | |
|---|---|
| By: | |
| Name: Daniel Horton | |
| Title: VP, Treasurer | |
| BAKER HUGHES CO-OBLIGOR,INC. | |
| --- | --- |
| By: | |
| Name: Benjamin Leibman | |
| Title: Vice President | |
| BAKER HUGHES COMPANY, as parent guarantor | |
| --- | --- |
| By: | |
| Name: Daniel Horton | |
| Title: VP, Treasurer | |
| Attest: | |
| --- | --- |
| Name: | Mitchell Athey |
| Title: | Executive Counsel &<br><br><br>Assistant Corporate Secretary |
[Signature Page toGlobal Note]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.
Dated: March 11, 2026
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE | |
|---|---|
| By: | |
| Authorized Signatory |
[Signature Page toGlobal Note]
This Security is one of a duly authorized issue of senior securities of the Issuers (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of October 28, 2008, as supplemented by the Second Supplemental Indenture, dated July 3, 2017 (the “Second Supplemental Indenture”) and the Seventh Supplemental Indenture, dated as of December 31, 2023 (the “Seventh Supplemental Indenture”), and as further supplemented by the Ninth Supplemental Indenture (herein so called) thereto, dated as of March 11, 2026 (herein called the “Indenture”, which term shall have the meaning assigned to it in such Ninth Supplemental Indenture), among the Issuers, the Parent Guarantor and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuers, the Parent Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. In the event of a conflict between the terms of the Indenture and the terms of this Security, the terms of the Indenture control. This Security is one of the series designated on the face hereof, the aggregate principal amount of which is not limited. The aggregate principal amount of Securities of this series authorized for issuance pursuant to the Indenture is limited to the $750,000,000 in aggregate principal amount of Securities of this series initially authorized for issuance on the Issue Date plus such additional amounts of Securities of this series as may be authorized for issuance from time to time thereafter in accordance with the provisions of the Indenture (except for Securities of this series authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to the Indenture).
The Securities of this series are subject to redemption upon prior notice, as provided below, at any time, as a whole or in part, at the election of the Company as set forth in Section 2.05 of the Ninth Supplemental Indenture.
In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
The Securities of this series are also subject to a Special Mandatory Redemption, as set forth in Section 2.06 of the Ninth Supplemental Indenture. If (i) the Chart Merger is not consummated on or before the later of (x) July 28, 2026 and (y) the date that is five business days after the Outside Date (as defined in the Merger Agreement), (ii) prior to the Outside Date, the Merger Agreement is terminated or (iii) the Company notifies the Trustee under the indenture that the Parent Guarantor will not pursue consummation of the Chart Merger (any such event, a “Special Mandatory Redemption Event”), then the Company will be required to redeem all the Notes (the “Special Mandatory Redemption”), at a redemption price equal to 101% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined herein) (subject to the right of holders of such Notes of record on the relevant record date to receive interest due on an interest payment date falling prior to the Special Mandatory Redemption Date) (the “Special Mandatory Redemption Price”). Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will have no obligation to monitor, or otherwise inquire into, the status of the Chart Merger.
6
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared, or shall automatically become, due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuers and the Parent Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuers, the Parent Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected (considered together as one class for this purpose). The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected under the Indenture (considered together as one class for this purpose), on behalf of the Holders of all Securities of such series, to waive compliance by the Issuers with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuers, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
7
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuers in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in minimum denominations of $2,000 and multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith, except as provided in Section 4.08(b) of the Ninth Supplemental Indenture.
Prior to due presentment of this Security for registration of transfer, the Issuers, the Trustee and any agent of the Issuers or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuers, the Trustee nor any such agent shall be affected by notice to the contrary.
This Security, the Guarantee and the Indenture shall be governed by and construed in accordance with the law of the State of New York.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
8
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY^***^
The following increases or decreases in the principal amount of this Global Security have been made:
| Date of<br><br><br>Transaction | Amount of<br>Decrease in<br>Principal Amount<br>of<br>Global<br>Security | Amount of<br>Interest in<br>Principal<br>Amount of<br>Global<br>Security | Principal Amount<br>of Global Security<br>Following<br>Such<br>Decrease (or<br>Increase) | Signature of Authorized<br>Signatory |
|---|---|---|---|---|
| ^***^ | This Schedule should be included only if the Security is a Global Security. | |||
| --- | --- |
EXHIBIT D
FACE OF SECURITY
GLOBAL SECURITY LEGEND
THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE SECURITY REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO ARTICLE IV OF THE NINTH SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 4.01 OF THE NINTH SUPPLEMENTAL INDENTURE AND (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 4.07 OF THE NINTH SUPPLEMENTAL INDENTURE AND SECTION 309 OF THE ORIGINAL INDENTURE.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ^*^
| ^*^ | These paragraphs should be included only if the Security is a Global Security. |
|---|
1
BAKER HUGHES HOLDINGS LLC
BAKER HUGHES CO-OBLIGOR, INC.
5.000% Senior Notes due 2036
| No. | $ |
|---|
CUSIP No.
ISIN No.
BAKER HUGHES HOLDINGS LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), and BAKER HUGHES CO-OBLIGOR, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Co-Obligor”, which term includes any successor Person under the Indenture hereinafter referred to, and, together with the Company, the “Issuers”), for value received, hereby jointly and severally promise to pay to Cede & Co., or registered assigns, the principal sum of Dollars [or such greater or lesser amount as is indicated on the Schedule of Exchanges of Interests in the Global Security attached to this Security]^**^ on June 15, 2036, and to pay interest thereon from March 11, 2026 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 15 and December 15 in each year, commencing June 15, 2026, and at the Maturity thereof, at the rate of 5.000% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not punctually paid or duly provided for, will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Subject to the terms of the Indenture, this Security is fully and unconditionally guaranteed as to all payments due hereon whether at Maturity, by acceleration, redemption, repayment or otherwise by Baker Hughes Company (the “Parent Guarantor”) in accordance with the terms of set forth in Article IV of the Indenture.
| ^**^ | To be included only if the Security is a Global Security.<br> |
|---|
2
Payment of the principal of (and premium, if any) and any such interest on this Security will be made (x) if this Security is a Global Security, through the relevant Depositary or (y) if this Security is not a Global Security, at the corporate trust office of The Bank of New York Mellon in New York City, against surrender of this Security in the case of any payment due at the Maturity of the principal thereof or any payment of interest that becomes payable on a day other than an Interest Payment Date, and in the case of clause (x) or clause (y), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that if this Security is not a Global Security, (i) payment of interest on an Interest Payment Date will be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and all other payments will be made by check against surrender of this Security; (ii) all payments by check will be made in next-day funds (i.e., funds that become available on the day after the check is cashed); and (iii) notwithstanding clauses (i) and (ii) above, with respect to any payment of any amount due on this Security, if this Security is in a denomination of at least $1,000,000 and the Holder hereof at the time of surrender hereof or, in the case of any payment of interest on any Interest Payment Date, the Holder thereof on the related Regular Record Date delivers a written request to the Paying Agent to make such payment by wire transfer at least five Business Days before the date such payment becomes due, together with appropriate wire transfer instructions specifying an account at a bank in New York, New York, the Issuers shall make such payment by wire transfer of immediately available funds to such account at such bank in New York City, any such wire instructions, once properly given by a Holder as to this Security, remaining in effect as to such Holder and this Security unless and until new instructions are given in the manner described above and provided further, that notwithstanding anything in the foregoing to the contrary, if this Security is a Global Security, payment shall be made pursuant to the Applicable Procedures of the relevant Depositary as permitted in said Indenture. In accordance with Section 1002 of the Indenture, the “Place of Payment” with respect to this Security shall be New York, New York.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee referred to on the reverse hereof by manual, facsimile or electronic transmission signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
3
IN WITNESS WHEREOF, the Company and the Co-Obligor have caused this instrument to be duly executed.
| BAKER HUGHES HOLDINGS LLC | |
|---|---|
| By: | |
| Name: Daniel Horton | |
| Title: VP, Treasurer | |
| BAKER HUGHES CO-OBLIGOR, INC. | |
| --- | --- |
| By: | |
| Name: Benjamin Leibman | |
| Title: Vice President | |
| BAKER HUGHES COMPANY, as parent guarantor | |
| --- | --- |
| By: | |
| Name: Daniel Horton | |
| Title: VP, Treasurer | |
| Attest: | |
| --- | --- |
| Name: | Mitchell Athey |
| Title: | Executive Counsel & <br>Assistant Corporate Secretary |
[Signature Page toGlobal Note]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.
Dated: March 11, 2026
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE | ||
|---|---|---|
| By: | ||
| Authorized Signatory |
[Signature Page toGlobal Note]
This Security is one of a duly authorized issue of senior securities of the Issuers (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of October 28, 2008, as supplemented by the Second Supplemental Indenture, dated July 3, 2017 (the “Second Supplemental Indenture”) and the Seventh Supplemental Indenture, dated as of December 31, 2023 (the “Seventh Supplemental Indenture”), and as further supplemented by the Ninth Supplemental Indenture (herein so called) thereto, dated as of March 11, 2026 (herein called the “Indenture”, which term shall have the meaning assigned to it in such Ninth Supplemental Indenture), among the Issuers, the Parent Guarantor and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuers, the Parent Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. In the event of a conflict between the terms of the Indenture and the terms of this Security, the terms of the Indenture control. This Security is one of the series designated on the face hereof, the aggregate principal amount of which is not limited. The aggregate principal amount of Securities of this series authorized for issuance pursuant to the Indenture is limited to the $2,000,000,000 in aggregate principal amount of Securities of this series initially authorized for issuance on the Issue Date plus such additional amounts of Securities of this series as may be authorized for issuance from time to time thereafter in accordance with the provisions of the Indenture (except for Securities of this series authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to the Indenture).
The Securities of this series are subject to redemption upon prior notice, as provided below, at any time, as a whole or in part, at the election of the Company as set forth in Section 2.05 of the Ninth Supplemental Indenture.
In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
The Securities of this series are also subject to a Special Mandatory Redemption, as set forth in Section 2.06 of the Ninth Supplemental Indenture. If (i) the Chart Merger is not consummated on or before the later of (x) July 28, 2026 and (y) the date that is five business days after the Outside Date (as defined in the Merger Agreement), (ii) prior to the Outside Date, the Merger Agreement is terminated or (iii) the Company notifies the Trustee under the indenture that the Parent Guarantor will not pursue consummation of the Chart Merger (any such event, a “Special Mandatory Redemption Event”), then the Company will be required to redeem all the Notes (the “Special Mandatory Redemption”), at a redemption price equal to 101% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined herein) (subject to the right of holders of such Notes of record on the relevant record date to receive interest due on an interest payment date falling prior to the Special Mandatory Redemption Date) (the “Special Mandatory Redemption Price”). Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will have no obligation to monitor, or otherwise inquire into, the status of the Chart Merger.
6
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared, or shall automatically become, due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuers and the Parent Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuers, the Parent Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected (considered together as one class for this purpose). The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected under the Indenture (considered together as one class for this purpose), on behalf of the Holders of all Securities of such series, to waive compliance by the Issuers with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuers, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
7
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuers in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in minimum denominations of $2,000 and multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith, except as provided in Section 4.08(b) of the Ninth Supplemental Indenture.
Prior to due presentment of this Security for registration of transfer, the Issuers, the Trustee and any agent of the Issuers or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuers, the Trustee nor any such agent shall be affected by notice to the contrary.
This Security, the Guarantee and the Indenture shall be governed by and construed in accordance with the law of the State of New York.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
8
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY^***^
The following increases or decreases in the principal amount of this Global Security have been made:
| Date of<br>Transaction | Amount of<br>Decrease in<br>Principal Amount<br>of<br>Global<br>Security | Amount of<br>Interest in<br>Principal<br>Amount of<br>Global<br>Security | Principal Amount<br>of Global Security<br>Following<br>Such Decrease (or Increase) | Signature of Authorized<br>Signatory |
|---|---|---|---|---|
| ^***^ | This Schedule should be included only if the Security is a Global Security. | |||
| --- | --- |
EXHIBIT E
FACE OF SECURITY
GLOBAL SECURITY LEGEND
THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE SECURITY REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO ARTICLE IV OF THE NINTH SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 4.01 OF THE NINTH SUPPLEMENTAL INDENTURE AND (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 4.07 OF THE NINTH SUPPLEMENTAL INDENTURE AND SECTION 309 OF THE ORIGINAL INDENTURE.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ^*^
| ^*^ | These paragraphs should be included only if the Security is a Global Security. |
|---|
1
BAKER HUGHES HOLDINGS LLC
BAKER HUGHES CO-OBLIGOR, INC.
5.850% Senior Notes due 2056
| No. | $ |
|---|
CUSIP No.
ISIN No.
BAKER HUGHES HOLDINGS LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), and BAKER HUGHES CO-OBLIGOR, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Co-Obligor”, which term includes any successor Person under the Indenture hereinafter referred to, and, together with the Company, the “Issuers”), for value received, hereby jointly and severally promise to pay to Cede & Co., or registered assigns, the principal sum of Dollars [or such greater or lesser amount as is indicated on the Schedule of Exchanges of Interests in the Global Security attached to this Security]^**^ on June 15, 2056, and to pay interest thereon from March 11, 2026 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 15 and December 15 in each year, commencing June 15, 2026, and at the Maturity thereof, at the rate of 5.850% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not punctually paid or duly provided for, will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Subject to the terms of the Indenture, this Security is fully and unconditionally guaranteed as to all payments due hereon whether at Maturity, by acceleration, redemption, repayment or otherwise by Baker Hughes Company (the “Parent Guarantor”) in accordance with the terms of set forth in Article IV of the Indenture.
Payment of the principal of (and premium, if any) and any such interest on this Security will be made (x) if this Security is a Global Security, through the relevant Depositary or (y) if this Security is not a Global Security, at the corporate trust office of The Bank of New York Mellon in New York City, against surrender of this Security in the case of any payment due
| ^**^ | To be included only if the Security is a Global Security.<br> |
|---|
2
at the Maturity of the principal thereof or any payment of interest that becomes payable on a day other than an Interest Payment Date, and in the case of clause (x) or clause (y), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that if this Security is not a Global Security, (i) payment of interest on an Interest Payment Date will be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and all other payments will be made by check against surrender of this Security; (ii) all payments by check will be made in next-day funds (i.e., funds that become available on the day after the check is cashed); and (iii) notwithstanding clauses (i) and (ii) above, with respect to any payment of any amount due on this Security, if this Security is in a denomination of at least $1,000,000 and the Holder hereof at the time of surrender hereof or, in the case of any payment of interest on any Interest Payment Date, the Holder thereof on the related Regular Record Date delivers a written request to the Paying Agent to make such payment by wire transfer at least five Business Days before the date such payment becomes due, together with appropriate wire transfer instructions specifying an account at a bank in New York, New York, the Issuers shall make such payment by wire transfer of immediately available funds to such account at such bank in New York City, any such wire instructions, once properly given by a Holder as to this Security, remaining in effect as to such Holder and this Security unless and until new instructions are given in the manner described above and provided further, that notwithstanding anything in the foregoing to the contrary, if this Security is a Global Security, payment shall be made pursuant to the Applicable Procedures of the relevant Depositary as permitted in said Indenture. In accordance with Section 1002 of the Indenture, the “Place of Payment” with respect to this Security shall be New York, New York.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee referred to on the reverse hereof by manual, facsimile or electronic transmission signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
3
IN WITNESS WHEREOF, the Company and the Co-Obligor have caused this instrument to be duly executed.
| BAKER HUGHES HOLDINGS LLC | |
|---|---|
| By: | |
| Name: Daniel Horton | |
| Title: VP, Treasurer | |
| BAKER HUGHES CO-OBLIGOR, INC. | |
| --- | --- |
| By: | |
| Name: Benjamin Leibman | |
| Title: Vice President | |
| BAKER HUGHES COMPANY, as parent guarantor | |
| --- | --- |
| By: | |
| Name: Daniel Horton | |
| Title: VP, Treasurer | |
| Attest: | |
| --- | --- |
| Name: | Mitchell Athey |
| Title: | Executive Counsel & <br>Assistant Corporate Secretary |
[Signature Page toGlobal Note]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.
Dated: March 11, 2026
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE | ||
|---|---|---|
| By: | ||
| Authorized Signatory |
[Signature Page toGlobal Note]
This Security is one of a duly authorized issue of senior securities of the Issuers (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of October 28, 2008, as supplemented by the Second Supplemental Indenture, dated July 3, 2017 (the “Second Supplemental Indenture”) and the Seventh Supplemental Indenture, dated as of December 31, 2023 (the “Seventh Supplemental Indenture”), and as further supplemented by the Ninth Supplemental Indenture (herein so called) thereto, dated as of March 11, 2026 (herein called the “Indenture”, which term shall have the meaning assigned to it in such Ninth Supplemental Indenture), among the Issuers, the Parent Guarantor and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuers, the Parent Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. In the event of a conflict between the terms of the Indenture and the terms of this Security, the terms of the Indenture control. This Security is one of the series designated on the face hereof, the aggregate principal amount of which is not limited. The aggregate principal amount of Securities of this series authorized for issuance pursuant to the Indenture is limited to the $2,000,000,000 in aggregate principal amount of Securities of this series initially authorized for issuance on the Issue Date plus such additional amounts of Securities of this series as may be authorized for issuance from time to time thereafter in accordance with the provisions of the Indenture (except for Securities of this series authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to the Indenture).
The Securities of this series are subject to redemption upon prior notice, as provided below, at any time, as a whole or in part, at the election of the Company as set forth in Section 2.05 of the Ninth Supplemental Indenture.
In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
The Securities of this series are also subject to a Special Mandatory Redemption, as set forth in Section 2.06 of the Ninth Supplemental Indenture. If (i) the Chart Merger is not consummated on or before the later of (x) July 28, 2026 and (y) the date that is five business days after the Outside Date (as defined in the Merger Agreement), (ii) prior to the Outside Date, the Merger Agreement is terminated or (iii) the Company notifies the Trustee under the indenture that the Parent Guarantor will not pursue consummation of the Chart Merger (any such event, a “Special Mandatory Redemption Event”), then the Company will be required to redeem all the Notes (the “Special Mandatory Redemption”), at a redemption price equal to 101% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined herein) (subject to the right of holders of such Notes of record on the relevant record date to receive interest due on an interest payment date falling prior to the Special Mandatory Redemption Date) (the “Special Mandatory Redemption Price”). Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will have no obligation to monitor, or otherwise inquire into, the status of the Chart Merger.
6
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared, or shall automatically become, due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuers and the Parent Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuers, the Parent Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected (considered together as one class for this purpose). The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected under the Indenture (considered together as one class for this purpose), on behalf of the Holders of all Securities of such series, to waive compliance by the Issuers with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuers, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
7
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuers in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in minimum denominations of $2,000 and multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith, except as provided in Section 4.08(b) of the Ninth Supplemental Indenture.
Prior to due presentment of this Security for registration of transfer, the Issuers, the Trustee and any agent of the Issuers or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuers, the Trustee nor any such agent shall be affected by notice to the contrary.
This Security, the Guarantee and the Indenture shall be governed by and construed in accordance with the law of the State of New York.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
8
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY^***^
The following increases or decreases in the principal amount of this Global Security have been made:
| Date of<br><br><br>Transaction | Amount of<br>Decrease in<br>Principal Amount<br>of<br>Global<br>Security | Amount of<br>Interest in<br>Principal<br>Amount of<br>Global<br>Security | Principal Amount<br>of Global Security<br>Following<br>Such Decrease (or Increase) | Signature of Authorized<br>Signatory |
|---|---|---|---|---|
| ^***^ | This Schedule should be included only if the Security is a Global Security. | |||
| --- | --- |
1
EX-5.1
Exhibit 5.1
Baker Hughes Company
Baker Hughes Holdings, LLC
Baker Hughes Co-Obligor, Inc.
c/o Baker Hughes Company
575 North Dairy Ashford Road, Suite 100
Houston, Texas, 77079-1121
Ladies and Gentlemen:
We have acted as counsel to Baker Hughes Company, a Delaware corporation (the “Parent Guarantor”), Baker Hughes Holdings LLC, a Delaware limited liability company (“BHH LLC”), and Baker Hughes Co-Obligor, a Delaware corporation (the “Co-Obligor,” and together with BHH LLC, the “Issuers”), in connection with the Issuers’ offering pursuant to a registration statement on Form S-3 (No. 333-275865) (the “Registration Statement”) and the accompanying prospectus, dated December 1, 2023 (the “Base Prospectus”), as supplemented by the prospectus supplement, dated March 5, 2026 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) of:
| • | €600,000,000 in aggregate principal amount of 3.226% senior notes due 2030 |
|---|---|
| • | €900,000,000 in aggregate principal amount of 3.812% senior notes due 2034 |
| --- | --- |
| • | €750,000,000 in aggregate principal amount of 4.193% senior notes due 2038 and |
| --- | --- |
| • | €750,000,000 in aggregate principal amount of 4.737% senior notes due 2046 |
| --- | --- |
(collectively, the “Notes”)
The Notes were issued pursuant to an indenture dated as of October 28, 2008 (the “Base Indenture”), between BHH LLC (as successor to Baker Hughes Incorporated) and The Bank of New York Mellon Trust Company N.A., as trustee (the “Trustee”), as amended and supplemented by the Second Supplemental Indenture, dated as of July 3, 2017, among the Issuers and the Trustee, by the Seventh Supplemental Indenture, dated as of December 31, 2023, among the Issuers, the Parent Guarantor and the Trustee, and as further amended and supplemented by the Ninth Supplemental Indenture, dated as of the date hereof, among the Issuers, the Parent Guarantor and the Trustee (together, the “Indenture”).
Baker Hughes Company, et al., p. 2
In arriving at the opinions expressed below, we have reviewed the following documents:
| (a) | the Registration Statement and the documents incorporated by reference therein; |
|---|---|
| (b) | the Prospectus and the documents incorporated by reference therein; |
| --- | --- |
| (c) | an executed copy of the Underwriting Agreement dated March 5, 2026 among the Issuers, Parent Guarantor and<br>the underwriters named in Schedule I thereto; |
| --- | --- |
| (d) | an executed copy of each of the Base Indenture, the Second Supplemental Indenture, the Seventh Supplemental<br>Indenture and the Ninth Supplemental Indenture, including the guarantee of the Notes by the Parent Guarantor set forth in the Ninth Supplemental Indenture (the “Guarantee” and, together with the Notes, the “Securities”);<br> |
| --- | --- |
| (e) | facsimile copies of the Notes in global form as executed by the Issuers and authenticated by the Trustee;<br> |
| --- | --- |
| (f) | copies BHH LLC’s Amended and Restated Limited Liability Company Agreement, and the Co-Obligor’s Certificate of Incorporation and Bylaws certified by the Secretary of State of the State of Delaware and the corporate secretary of the Co-Obligor; and<br> |
| --- | --- |
| (g) | copies of the Parent Guarantor’s Amended and Restated Certificate of Incorporation and the Amended and<br>Restated Bylaws certified by the Secretary of State of the State of Delaware and the corporate secretary of the Parent Guarantor. |
| --- | --- |
In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Issuers and the Parent Guarantor and such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below.
In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.
Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that:
| 1. | The Notes are the valid, binding and enforceable obligations of the Issuers, entitled to the benefits of the<br>applicable Indenture. |
|---|---|
| 2. | Each Guarantee is the valid, binding and enforceable obligation of the Parent Guarantor, entitled to the<br>benefits of the Ninth Supplemental Indenture. |
| --- | --- |
Baker Hughes Company, et al., p. 3
Insofar as the foregoing opinions relate the valid existence and good standings of the Company, it is based solely on confirmation from public officials. Insofar as the foregoing opinion relates to the validity, binding effect or enforceability of any agreement or obligation of the Issuers or the Parent Guarantor, (a) we have assumed that each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Issuers or the Parent Guarantor regarding matters of the federal law of the United States of America, the law of the State of New York or the General Corporation Law of the State of Delaware that in our experience normally would be applicable to general business entities with respect to such agreement or obligation), and (b) such opinions are subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.
The foregoing opinions are limited to the law of the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the use of our name in the Prospectus Supplement under the heading “Legal Matters” as counsel for the Issuers and the Parent Guarantor who have passed on the validity of the Securities and to the filing of this opinion letter as Exhibit 5.1 to the Parent Guarantor’s Current Report on Form 8-K dated March 11, 2026. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended or the rules and regulations of the Securities and Exchange Commission thereunder.
The opinions expressed herein are rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.
| Very truly yours, | |
|---|---|
| CLEARY GOTTLIEB STEEN & HAMILTON LLP | |
| By | /s/ Lillian Tsu |
| Lillian Tsu, a Partner |
EX-5.2
Exhibit 5.2
Baker Hughes Company
Baker Hughes Holdings, LLC
Baker Hughes Co-Obligor, Inc.
c/o Baker Hughes Company
575 North Dairy Ashford Road, Suite 100
Houston, Texas, 77079-1121
Ladies and Gentlemen:
We have acted as counsel to Baker Hughes Company, a Delaware corporation (the “Parent Guarantor”), Baker Hughes Holdings LLC, a Delaware limited liability company (“BHH LLC”), and Baker Hughes Co-Obligor, a Delaware corporation (the “Co-Obligor,” and together with BHH LLC, the “Issuers”), in connection with the Issuers’ offering pursuant to a registration statement on Form S-3 (No. 333-275865) (the “Registration Statement”) and the accompanying prospectus, dated December 1, 2023 (the “Base Prospectus”), as supplemented by the prospectus supplement, dated March 5, 2026 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) of:
| • | $500,000,000 in aggregate principal amount of 4.050% senior notes due 2029 |
|---|---|
| • | $1,250,000,000 in aggregate principal amount of 4.350% senior notes due 2031 |
| --- | --- |
| • | $750,000,000 in aggregate principal amount of 4.650% senior notes due 2033 |
| --- | --- |
| • | $2,000,000,000 in aggregate principal amount of 5.000% senior notes due 2036 and |
| --- | --- |
| • | $2,000,000,000 in aggregate principal amount of 5.850% senior notes due 2056 |
| --- | --- |
(collectively, the “Notes”)
The Notes were issued pursuant to an indenture dated as of October 28, 2008 (the “Base Indenture”), between BHH LLC (as successor to Baker Hughes Incorporated) and The Bank of New York Mellon Trust Company N.A., as trustee (the “Trustee”), as amended and supplemented by the Second Supplemental Indenture, dated as of July 3, 2017, among the Issuers and the Trustee, by the Seventh Supplemental Indenture, dated as of December 31, 2023, among the Issuers, the Parent Guarantor and the Trustee, and as further amended and supplemented by the Ninth Supplemental Indenture, dated as of the date hereof, among the Issuers, the Parent Guarantor and the Trustee (together, the “Indenture”).
Baker Hughes Company, et al., p.2
In arriving at the opinions expressed below, we have reviewed the following documents:
| (a) | the Registration Statement and the documents incorporated by reference therein; |
|---|---|
| (b) | the Prospectus and the documents incorporated by reference therein; |
| --- | --- |
| (c) | an executed copy of the Underwriting Agreement dated March 5, 2026 among the Issuers, Parent Guarantor and<br>the underwriters named in Schedule I thereto; |
| --- | --- |
| (d) | an executed copy of each of the Base Indenture, the Second Supplemental Indenture, the Seventh Supplemental<br>Indenture and the Ninth Supplemental Indenture, including the guarantee of the Notes by the Parent Guarantor set forth in the Ninth Supplemental Indenture (the “Guarantee” and, together with the Notes, the “Securities”);<br> |
| --- | --- |
| (e) | facsimile copies of the Notes in global form as executed by the Issuers and authenticated by the Trustee;<br> |
| --- | --- |
| (f) | copies BHH LLC’s Amended and Restated Limited Liability Company Agreement, and the Co-Obligor’s Certificate of Incorporation and Bylaws certified by the Secretary of State of the State of Delaware and the corporate secretary of the Co-Obligor; and<br> |
| --- | --- |
| (g) | copies of the Parent Guarantor’s Amended and Restated Certificate of Incorporation and the Amended and<br>Restated Bylaws certified by the Secretary of State of the State of Delaware and the corporate secretary of the Parent Guarantor. |
| --- | --- |
In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Issuers and the Parent Guarantor and such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below.
In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.
Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that:
| 1. | The Notes are the valid, binding and enforceable obligations of the Issuers, entitled to the benefits of the<br>applicable Indenture. |
|---|---|
| 2. | Each Guarantee is the valid, binding and enforceable obligation of the Parent Guarantor, entitled to the<br>benefits of the Ninth Supplemental Indenture. |
| --- | --- |
Baker Hughes Company, et al., p.2
Insofar as the foregoing opinions relate the valid existence and good standings of the Company, it is based solely on confirmation from public officials. Insofar as the foregoing opinion relates to the validity, binding effect or enforceability of any agreement or obligation of the Issuers or the Parent Guarantor, (a) we have assumed that each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Issuers or the Parent Guarantor regarding matters of the federal law of the United States of America, the law of the State of New York or the General Corporation Law of the State of Delaware that in our experience normally would be applicable to general business entities with respect to such agreement or obligation), and (b) such opinions are subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.
We note that by statute, the law of the State of New York provides that a judgment or decree rendered in a currency other than the currency of the United States shall be converted into U.S. dollars at the rate of exchange prevailing on the date of entry of the judgment or decree. There is no corresponding Federal statute and no controlling Federal court decision on this issue. Accordingly, we express no opinion as to whether a Federal court would award a judgment in a currency other than U.S. dollars or, if it did so, whether it would order conversion of the judgment into U.S. dollars.
The foregoing opinions are limited to the law of the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the use of our name in the Prospectus Supplement under the heading “Legal Matters” as counsel for the Issuers and the Parent Guarantor who have passed on the validity of the Securities and to the filing of this opinion letter as Exhibit 5.1 to the Parent Guarantor’s Current Report on Form 8-K dated March 11, 2026. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended or the rules and regulations of the Securities and Exchange Commission thereunder.
The opinions expressed herein are rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.
| Very truly yours, | |
|---|---|
| CLEARY GOTTLIEB STEEN & HAMILTON LLP | |
| By | /s/ Lillian Tsu |
| Lillian Tsu, a Partner |
EX-99.1
Exhibit 99.1
Baker Hughes Successfully Prices $6.5 Billion and €3 Billion Offerings of Senior Notes
HOUSTON and LONDON, March 05, 2026 (GLOBE NEWSWIRE) — Baker Hughes Company (NASDAQ: BKR) (“Baker Hughes” or the “Company”) today successfully priced a $6.5 billion debt offering consisting of five tranches of senior unsecured notes and a €3 billion debt offering consisting of four tranches of senior unsecured notes (collectively, the “notes”):
| • | $500 million 4.050% Senior Notes due 2029 |
|---|---|
| • | $1.25 billion 4.350% Senior Notes due 2031 |
| --- | --- |
| • | $750 million 4.650% Senior Notes due 2033 |
| --- | --- |
| • | $2 billion 5.000% Senior Notes due 2036 |
| --- | --- |
| • | $2 billion 5.850% Senior Notes due 2056 |
| --- | --- |
| • | €600 million 3.226% Senior Notes due 2030 |
| --- | --- |
| • | €900 million 3.812% Senior Notes due 2034 |
| --- | --- |
| • | €750 million 4.193% Senior Notes due 2038 |
| --- | --- |
| • | €750 million 4.737% Senior Notes due 2046 |
| --- | --- |
The notes will be issued by Baker Hughes’ wholly owned subsidiary, Baker Hughes Holdings LLC (“BHH LLC”) and by BHH LLC’s wholly owned subsidiary Baker Hughes Holdings Co-Obligor, Inc. (“Co-Obligor” and, together with BHH LLC, the “Issuers”), and will be fully and unconditionally guaranteed on a senior unsecured basis by Baker Hughes.
Baker Hughes intends to use the net proceeds of the offerings to fund a portion of the cash consideration for Baker Hughes’ proposed acquisition of all outstanding shares of common stock of Chart Industries, Inc. (the “Chart acquisition”). The notes will be subject to a special mandatory redemption (at a price equal to 101% of the aggregate principal amount of such series of notes) under certain circumstances if the Chart acquisition is not consummated.
The notes offerings are expected to close on March 11, 2026, subject to satisfaction of customary closing conditions.
Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are acting as joint global coordinators and joint book-running managers for the U.S. dollar offering, and Goldman Sachs & Co. LLC and Morgan Stanley & Co. International plc are acting as joint global coordinators and joint book-running managers for the euro offering. Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC are acting as joint book-running managers for the U.S. dollar offering, and Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and J.P. Morgan Securities plc are acting as joint book-running managers for the euro offering.
BofA Securities, Inc., Barclays Capital Inc., HSBC Securities (USA) Inc., MUFG Securities Americas Inc. and UniCredit Capital Markets LLC are acting as passive book-running managers for the U.S. dollar offering. BNP Paribas Securities Corp., SG Americas Securities, LLC and Standard Chartered Bank are acting as senior co-managers for the U.S. dollar offering. Intesa Sanpaolo IMI Securities Corp., RBC Capital Markets, LLC, BBVA Securities Inc., Academy Securities, Inc., Siebert Williams Shank & Co., LLC, The Standard Bank of South Africa Limited and Loop Capital Markets LLC are acting as co-managers for the U.S. dollar offering.
Merrill Lynch International, Barclays Bank PLC, HSBC Bank plc, MUFG Securities EMEA plc and UniCredit Bank GmbH are acting as passive book-running managers for the euro offering. BNP PARIBAS, Société Générale and Standard Chartered Bank are acting as senior co-managers for the euro offering. Intesa Sanpaolo IMI Securities Corp., RBC Europe Limited, Banco Bilbao Vizcaya Argentaria, S.A., Academy Securities, Inc., Siebert Williams Shank & Co., LLC, The Standard Bank of South Africa Limited and Loop Capital Markets LLC are acting as co-managers for the euro offering.
The notes offerings are being made pursuant to an effective shelf registration statement and prospectus and related preliminary prospectus supplements filed by the Issuers with the U.S. Securities and Exchange Commission (the “SEC”). Before investing, potential investors should read the prospectus and the related preliminary prospectus supplements, the shelf registration statement and other documents that Baker Hughes has filed with the SEC for more complete information about Baker Hughes and these offerings.
Copies of the prospectus supplement and related prospectus for the U.S. dollar offering can be obtained from Goldman Sachs & Co. LLC at 1-866-471-2526, Morgan Stanley & Co. LLC at 1-866-718-1649, Citigroup Global Markets Inc. at 1-800-831-9146, Deutsche Bank Securities Inc. at 1-800-503-4611 or J.P. Morgan Securities LLC at 1-212-834-4533.
Copies of the prospectus supplement and related prospectus for the euro offering can be obtained from Goldman Sachs & Co. LLC at 1-866-471-2526, Morgan Stanley & Co. International plc at 1-866-718-1649, Citigroup Global Markets Limited at 1-800-831-9146, Deutsche Bank AG, London Branch at 1-800-503-4611 or J.P. Morgan Securities plc (for non-U.S. investors) at 44 207 134 2468 or J.P. Morgan Securities LLC (for U.S. investors) at 1-212-834-4533.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities, including the notes. There shall not be any sale of the securities described herein in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Forward-Looking Statements
This news release (and oral statements made regarding the subjects of this release) may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (each a “forward-looking statement”). Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “would,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target,” “goal” or other similar words or expressions. There are many risks and uncertainties that could cause actual results to differ materially from our forward-looking statements. These forward-looking statements are also affected by the risk factors described in the Baker Hughes’ annual report on Form 10-K and those set forth from time to time in other filings with the SEC. The documents are available through the SEC’s Electronic Data Gathering and Analysis Retrieval system at: www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statement, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
The Company’s expectations regarding its business outlook and business plans; the business plans of its customers; oil and natural gas market conditions; cost and availability of resources; economic, legal and regulatory conditions, and other matters are only our forecasts regarding these matters.
About Baker Hughes:
Baker Hughes (Nasdaq: BKR) is an energy technology company that provides solutions to energy and industrial customers worldwide. Built on a century of experience and conducting business in over 120 countries, our innovative technologies and services are taking energy forward – making it safer, cleaner and more efficient for people and the planet. Visit us at bakerhughes.com.
For more information, please contact:
Investor Relations
Chase Mulvehill
+1 346-297-2561
investor.relations@bakerhughes.com
Media Relations
Adrienne M. Lynch
+1 713-906-8407
adrienne.lynch@bakerhughes.com
EX-99.2
Exhibit 99.2
Baker Hughes Successfully Issues $6.5 Billion and €3 Billion of Senior Notes
HOUSTON and LONDON, March 11, 2026 (GLOBE NEWSWIRE) — Baker Hughes Company (NASDAQ: BKR) (“Baker Hughes” or the “Company”) today successfully issued $6.5 billion in debt consisting of five tranches of senior unsecured notes and €3 billion in debt consisting of four tranches of senior unsecured notes (collectively, the “notes”):
| • | $500 million 4.050% Senior Notes due 2029 |
|---|---|
| • | $1.25 billion 4.350% Senior Notes due 2031 |
| --- | --- |
| • | $750 million 4.650% Senior Notes due 2033 |
| --- | --- |
| • | $2 billion 5.000% Senior Notes due 2036 |
| --- | --- |
| • | $2 billion 5.850% Senior Notes due 2056 |
| --- | --- |
| • | €600 million 3.226% Senior Notes due 2030 |
| --- | --- |
| • | €900 million 3.812% Senior Notes due 2034 |
| --- | --- |
| • | €750 million 4.193% Senior Notes due 2038 |
| --- | --- |
| • | €750 million 4.737% Senior Notes due 2046 |
| --- | --- |
The notes were issued by Baker Hughes’ wholly owned subsidiary, Baker Hughes Holdings LLC (“BHH LLC”) and by BHH LLC’s wholly owned subsidiary Baker Hughes Holdings Co-Obligor, Inc. (“Co-Obligor” and, together with BHH LLC, the “Issuers”), and are fully and unconditionally guaranteed on a senior unsecured basis by Baker Hughes.
Baker Hughes intends to use the net proceeds of the notes to fund a portion of the cash consideration for Baker Hughes’ proposed acquisition of all outstanding shares of common stock of Chart Industries, Inc. (the “Chart acquisition”). The notes are subject to a special mandatory redemption (at a price equal to 101% of the aggregate principal amount of such series of notes) under certain circumstances if the Chart acquisition is not consummated.
Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC acted as joint global coordinators and joint book-running managers for the U.S. dollar offering, and Goldman Sachs & Co. LLC and Morgan Stanley & Co. International plc acted as joint global coordinators and joint book-running managers for the euro offering. Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC acted as joint book-running managers for the U.S. dollar offering, and Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and J.P. Morgan Securities plc acted as joint book-running managers for the euro offering.
BofA Securities, Inc., Barclays Capital Inc., HSBC Securities (USA) Inc., MUFG Securities Americas Inc. and UniCredit Capital Markets LLC acted as passive book-running managers for the U.S. dollar offering. BNP Paribas Securities Corp., SG Americas Securities, LLC and Standard Chartered Bank acted as senior co-managers for the U.S. dollar offering. Intesa Sanpaolo IMI Securities Corp., RBC Capital Markets, LLC, BBVA Securities Inc., Academy Securities, Inc., Siebert Williams Shank & Co., LLC, The Standard Bank of South Africa Limited and Loop Capital Markets LLC acted as co-managers for the U.S. dollar offering.
Merrill Lynch International, Barclays Bank PLC, HSBC Bank plc, MUFG Securities EMEA plc and UniCredit Bank GmbH acted as passive book-running managers for the euro offering. BNP PARIBAS, Société Générale and Standard Chartered Bank acted as senior co-managers for the euro offering. Intesa Sanpaolo IMI Securities Corp., RBC Europe Limited, Banco Bilbao Vizcaya Argentaria, S.A., Academy Securities, Inc., Siebert Williams Shank & Co., LLC, The Standard Bank of South Africa Limited and Loop Capital Markets LLC acted as co-managers for the euro offering.
The notes offerings were made pursuant to an effective shelf registration statement and prospectus and related prospectus supplements filed by the Issuers with the U.S. Securities and Exchange Commission (the “SEC”). Before investing, potential investors should read the prospectus and the related prospectus supplements, the shelf registration statement and other documents that Baker Hughes has filed with the SEC for more complete information about Baker Hughes and these offerings.
Copies of the prospectus supplement and related prospectus for the U.S. dollar offering can be obtained from Goldman Sachs & Co. LLC at 1-866-471-2526, Morgan Stanley & Co. LLC at 1-866-718-1649, Citigroup Global Markets Inc. at 1-800-831-9146, Deutsche Bank Securities Inc. at 1-800-503-4611 or J.P. Morgan Securities LLC at 1-212-834-4533.
Copies of the prospectus supplement and related prospectus for the euro offering can be obtained from Goldman Sachs & Co. LLC at 1-866-471-2526, Morgan Stanley & Co. International plc at 1-866-718-1649, Citigroup Global Markets Limited at 1-800-831-9146, Deutsche Bank AG, London Branch at 1-800-503-4611 or J.P. Morgan Securities plc (for non-U.S. investors) at 44 207 134 2468 or J.P. Morgan Securities LLC (for U.S. investors) at 1-212-834-4533.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities, including the notes. There shall not be any sale of the securities described herein in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Forward-Looking Statements
This news release (and oral statements made regarding the subjects of this release) may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (each a “forward-looking statement”). Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “would,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target,” “goal” or other similar words or expressions. There are many risks and uncertainties that could cause actual results to differ materially from our forward-looking statements. These forward-looking statements are also affected by the risk factors described in the Baker Hughes’ annual report on Form 10-K and those set forth from time to time in other filings with the SEC. The documents are available through the SEC’s Electronic Data Gathering and Analysis Retrieval system at: www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statement, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
The Company’s expectations regarding its business outlook and business plans; the business plans of its customers; oil and natural gas market conditions; cost and availability of resources; economic, legal and regulatory conditions, and other matters are only our forecasts regarding these matters.
About Baker Hughes:
Baker Hughes (NASDAQ: BKR) is an energy technology company that provides solutions to energy and industrial customers worldwide. Built on a century of experience and conducting business in over 120 countries, our innovative technologies and services are taking energy forward – making it safer, cleaner and more efficient for people and the planet. Visit us at bakerhughes.com.
For more information, please contact:
Investor Relations
Chase Mulvehill
+1 346-297-2561
investor.relations@bakerhughes.com
Media Relations
Adrienne M. Lynch
+1 713-906-8407
adrienne.lynch@bakerhughes.com