FIFTH SUPPLEMENTAL INDENTURE, dated as of May 1, 2020 (this Fifth Supplemental 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 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) 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 LLCs Certificate of Formation and BHGE LLCs 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;
WHEREAS, in connection with the name change described above and pursuant to Section 901(1) of the Original Indenture, the parties hereto desire to evidence the Company becoming the successor to BHGE LLC for all purposes under the Indenture;
WHEREAS, (i) the Company desires to provide for the establishment of a new series of Securities under the Indenture to be known as 4.486% Senior Notes due 2030 (the Notes), (ii) the Co-Obligor desires to serve as co-issuer of the Notes and (iii) the Company has requested the Trustee to enter into this Fifth Supplemental Indenture for the purpose of establishing the form and terms of such series of Securities and adding to the covenants of the Issuers for the benefit of such series; and
WHEREAS, the Issuers have duly authorized the creation of such series of Notes (as defined below) of the tenor and amount hereinafter set forth;