BHI Baker Hughes Incorporated

BHGE LLC Agreement

BHGE operates its business through BHGE LLC and its subsidiaries. In connection with the consummation of the Transactions on July 3, 2017 (“Closing”), BHGE LLC entered into and is governed by an Amended & Restated Operating Agreement, dated as of July 3, 2017 (the “BHGE LLC Agreement”), which sets forth, among other things, certain transfer restrictions on the membership units of BHGE LLC (“Common Units”), and rights to acquire Common Units in certain circumstances.

The following summary of the terms of the BHGE LLC Agreement is not a complete description thereof and is qualified in its entirety by the full text of such agreement which is filed as Exhibit 3.3 hereto and incorporated herein by reference.

Appointment as Manager

Under the BHGE LLC Agreement, EHHC Newco, LLC (“EHHC”), a wholly owned subsidiary of BHGE, is the sole managing member of BHGE LLC. BHGE is the sole managing member of EHHC. As the managing member of BHGE LLC, EHHC conducts, directs and exercises full control over all activities of BHGE LLC, including day-to-day business affairs and decision-making of BHGE LLC, without the approval of any other member. As such, EHHC, through BHGE LLC’s officers, is responsible for all operational and administrative decisions of BHGE LLC and the day-to-day management of BHGE LLC’s business. Pursuant to the terms of the BHGE LLC Agreement, EHHC is not permitted, under any circumstances, to be removed as managing member except by the election of EHHC.

Compensation

EHHC is not entitled to compensation for its services as managing member. It is entitled to reimbursement by BHGE LLC for fees and expenses incurred on behalf of BHGE LLC, including all expenses associated with BHGE being a public company and maintaining BHGE LLC’s corporate existence.

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Units

The BHGE LLC Agreement provides that initially there is one class of Common Units, which are held initially by BHGE, indirectly through EHHC and CFC Holdings, LLC (“CFC Holdings”), and by GE or GE’s affiliates. Subject to the provisions of the Exchange Agreement (defined below) and certain exceptions permitted under the BHGE LLC Agreement, the number of Common Units outstanding will equal the aggregate number of shares of Class A Common Stock and Class B Common Stock outstanding. Additionally, if BHGE issues a share of Class A Common Stock, including in connection with an equity incentive or similar plan, BHGE LLC will also issue a corresponding Common Unit to BHGE or one of its direct subsidiaries.

Allocations and Distributions

Allocations . Pursuant to the BHGE LLC Agreement, items of income, gain, loss or deduction of BHGE LLC generally are allocated among the members for capital account purposes and for tax purposes so that the capital account balance of each member, after making the allocation is, or is as nearly as possible, equal to the distributions that would be made to the member if BHGE LLC sold all its assets for cash and its net assets were distributed to members in liquidation of BHGE LLC. The BHGE LLC Agreement provides that BHGE LLC makes liquidating distributions to members on a pro rata basis in proportion to the number of Common Units held by each member. Accordingly, it is expected that, subject to the provisions of the Tax Matters Agreement (as defined below), items of income, gain, loss or deduction of BHGE LLC generally will be allocated among members on a pro rata basis in proportion to the number of Common Units held by each member.

Distributions . In general, under the BHGE LLC Agreement, BHGE LLC may make distributions to its members from time to time at the discretion of the managing member of BHGE LLC. Such distributions generally will be made to the members on a pro rata basis in proportion to the number of Common Units held by each member on the record date for the distribution. BHGE LLC is not required to make distributions to the extent that such distributions would render BHGE LLC insolvent or if such distribution would violate any applicable law.

Tax Distributions . In connection with the filing of a tax return by BHGE, or another time when BHGE is required to satisfy a tax liability or make a payment under the Tax Matters Agreement, BHGE LLC will be required to make distributions to members, on a pro rata basis in proportion to the number of Common Units held by each member, in amounts that enable BHGE to meet its tax obligations and obligations under the Tax Matters Agreement. If BHGE LLC does not have sufficient funds to make full pro rata tax distributions to all members, BHGE members will be entitled to receive a full tax distribution and the other members will receive pro rata tax distributions of the remaining amount available and will be entitled to receive catch-up tax distributions from BHGE LLC as soon as funds become available.

Tax Benefit Payments . In accordance with the Tax Matters Agreement, BHGE LLC may be required to make payments to BHGE members or GE relating to the sharing of certain tax benefits. To the extent a payment is made, any future non-tax distributions to the other party will be correspondingly reduced.

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Acquisition of Units

If BHGE LLC issues additional Common Units to BHGE members under certain circumstances, including following the issuance of shares of Class A Common Stock in connection with an equity incentive or similar plan, GE will have the right to purchase such number of paired interests of one Common Unit together with one share of Class B Common Stock, subject to adjustment under the Exchange Agreement (“Paired Interests”), or Common Units as would result in GE holding the same percentage of the total outstanding Common Units as it held prior to the issuance of Common Units to BHGE members. If GE is permitted under the terms of the Stockholders Agreement, which GE and BHGE entered into at Closing (the “Stockholders Agreement”), to purchase additional shares of Class A Common Stock, it will have the right, instead, to purchase Paired Interests on the terms and conditions set forth in the BHGE LLC Agreement.

Repurchase or Redemption of BHGE Equity Securities

The BHGE LLC Agreement provides that if at any time any shares of Class A Common Stock are repurchased or redeemed by BHGE for cash, then, except to the extent that BHGE otherwise has cash available to make such repurchase or redemption, EHHC, as managing member, will cause BHGE LLC to repurchase or redeem an appropriate number of Common Units held by BHGE members for an aggregate repurchase or redemption price equal to the aggregate repurchase or redemption price of the shares of Class A Common Stock of BHGE being repurchased or redeemed.

Transfer Restrictions

No holder of Common Units or shares of Class B Common Stock is able to transfer its Common Units or Class B Common Stock except for transfers (i) pursuant to the Exchange Agreement, (ii) in accordance with the terms explained below and the terms of the Stockholders Agreement, (iii) by the holders of equity securities in BHGE (other than Class B Common Stock) or (iv) approved in writing by the managing member, EHHC.

The BHGE LLC Agreement permits GE, subject to certain conditions, to transfer its Class B Common Stock and Common Units to a corporate subsidiary, which is referred to as “Spinco,” and then transfer the stock of Spinco to GE shareholders in a “spin-off” or “split-off” transaction. Such spin-off or split-off transaction will generally be permitted only if Spinco is combined with BHGE in a merger transaction, which is referred to as the “Spinco Merger,” in which Spinco shareholders will exchange their shares of Spinco stock for shares of Class A Common Stock and Class B Common Stock (collectively, the “Common Stock”). No approval or other action of the Conflicts Committee will be required with respect to these transactions so long as (i) the number of shares of Spinco stock are equal to the number of Paired Interests held by Spinco, (ii) the exchange ratio of Spinco stock for Common Stock in the Spinco Merger is equal to the then-current exchange rate set forth in the Exchange Agreement and (iii) Spinco has no liabilities other than certain specified liabilities. In addition, in connection with the Spinco Merger, BHGE will be required to enter into customary transaction documents, including customary additional documentation if GE intends for the spin-off or split-off transaction to qualify for tax-free treatment. Notwithstanding the foregoing, if the Conflicts Committee objects to or proposes to modify any other term of the Spinco Merger (other than to enforce the key conditions and customary nature of the documentation described above), GE may undertake the spin-off and split-off transaction without the Spinco Merger so long as Spinco agrees to assume GE’s obligations under the Stockholders Agreement. GE’s right to effect a spin-off or split-off transaction as described above is also subject to the terms of the Stockholders Agreement, including the restriction on transferring shares of Common Stock for two years.

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Dissolution

The BHGE LLC Agreement provides that the unanimous consent of all members holding voting Common Units is required to voluntarily dissolve BHGE LLC. In addition to a voluntary dissolution, BHGE LLC may be dissolved upon the entry of a decree of judicial dissolution or upon other circumstances in accordance with Delaware law. Upon a dissolution event, the proceeds of a liquidation are distributed in the following order: (i) pay the expenses of winding up BHGE LLC; (ii) pay debts and liabilities owed to creditors of BHGE LLC; and (iii) to the members pro rata in accordance with their respective percentage ownership interests in BHGE LLC (as determined based on the number of Common Units held by a member relative to the aggregate number of all outstanding Common Units).

Corporate Opportunities and Waiver of Fiduciary Duty

The BHGE LLC Agreement provides that, subject to the Stockholders Agreement, GE and BHGE LLC may enter into certain agreements or transactions with each other or agree to restraints on their competition with each other, and such agreements or restraints on competition will not be considered contrary to any fiduciary duty owed by GE or any officer or director of BHGE LLC to BHGE LLC or any holder of an equity interest in BHGE LLC. The BHGE LLC Agreement also provides that, subject to certain limitations, GE has no duty to refrain from (i) engaging in the same or similar business activities or lines of business as BHGE LLC or (ii) doing business with any of the clients, customers or vendors of BHGE LLC, and neither GE nor any of its officers or directors will be deemed to have breached any fiduciary duty owed to BHGE LLC because it engages in any of the preceding activities.

Indemnification and D&O Insurance

The BHGE LLC Agreement provides for indemnification by BHGE LLC of any member or affiliate, the managing member or any of its affiliates, any officer of BHGE LLC or any of its direct or indirect subsidiaries, or any individual who, while an officer of BHGE LLC or any of its direct or indirect subsidiaries, is serving at the request of BHGE LLC or any of its direct or indirect subsidiaries as an officer, director, principal, member, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise. Such persons are entitled to payment in advance of expenses, including attorneys’ fees, that they incur in defending a proceeding, but they will be required to repay any such advance if it is ultimately determined that they were not entitled to indemnification by BHGE LLC. Indemnification is not available for any expenses, liabilities, damages and losses suffered that are attributable to any such person’s or its affiliates’ gross negligence, willful misconduct or knowing violation of the law or for any present or future breaches of any representations, warranties or covenants contained in the BHGE LLC Agreement or in other agreements with BHGE LLC. Furthermore, no indemnification is available to any such person in respect of any taxes or related interest or penalties imposed on such person as a result of certain tax allocations pursuant to the BHGE LLC Agreement.

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Under the BHGE LLC Agreement, BHGE LLC maintains and will maintain directors and officers liability insurance.

Tax Classification

The BHGE LLC Agreement provides that the members intend that BHGE LLC be treated as a partnership for U.S. federal and, if applicable, state or local income tax purposes, and that each member and BHGE LLC will file all tax returns and will take all tax and financial reporting positions in a manner consistent with such tax treatment.

Amendments

The BHGE LLC Agreement may be amended with the consent of its managing member and the holders of a majority of the voting Common Units not held by BHGE members.

Exchange Agreement

At Closing, GE, BHGE and BHGE LLC entered into an Exchange Agreement, dated as of July 3, 2017 (the “Exchange Agreement”), and GE Oil & Gas US Holdings I, Inc., GE Oil & Gas US Holdings IV, Inc. and GE Holdings (US), Inc. signed joinders thereby becoming party thereto, pursuant to and subject to the terms of which GE and such affiliates of GE (the “GE Parties”) have the right to surrender Paired Interests to BHGE LLC in exchange for (i) shares of Class A Common Stock on a one-to-one basis, subject to (x) customary conversion rate adjustments for stock or unit splits, stock or unit dividends or distributions, reclassifications and other similar transactions, (y) adjustments to reflect any repurchases of Class A Common Stock by BHGE to the extent that the repurchase was not funded by a redemption of Common Units by BHGE LLC and (z) any adjustments to reflect any purchases of Common Units by BHGE that are not funded by an issuance of Class A Common Stock or (ii) at the option of BHGE (or BHGE LLC on behalf of BHGE), an amount of cash equal to the aggregate value of the shares of Class A Common Stock that otherwise would be received by the applicable GE Party in the exchange. However, the GE Parties do not have the right to exchange any Paired Interests if, after making the exchange and after giving effect to any disposition of Class A Common Stock made by a GE Party immediately following the exchange, the GE Parties would collectively own more than 50% of the outstanding shares of Class A Common Stock.

The following summary of the terms of the Exchange Agreement is not a complete description thereof and is qualified in its entirety by the full text of such agreement which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Subject to certain restrictions under the Stockholders Agreement, in the event of a tender offer, share exchange offer, issuer bid, merger, recapitalization or other similar transaction with respect to Class A Common Stock, the GE Parties will be permitted to exchange Paired Interests for an equivalent number of shares of Class A Common Stock and participate in the transaction. After the Trigger Date (as defined in the section entitled “Certain Agreements Related to the Transactions—Stockholders Agreement” beginning on page 150 of the Registration Statement), the GE Parties will be required to participate in the transaction if it is (i) a merger or consolidation that would result in holders of Common Stock immediately prior to the merger or consolidation holding a majority of the voting power of the capital stock in a different entity following the merger or consolidation, (ii) the sale or other disposition of all or substantially all of the assets of BHGE or (iii) the acquisition by any party other than GE of a majority of the outstanding equity interests of BHGE that are entitled to vote in elections of directors to the BHGE board of directors.

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BHGE is required at all times to reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of the issuance upon an exchange, the maximum number of shares of Class A Common Stock to be delivered in an exchange, and is required to take all other actions necessary to preserve the one-to-one ratio (or, if different, the applicable exchange rate) between the Common Units owned by BHGE members and the number of shares of Class A Common Stock then outstanding. BHGE and BHGE LLC are required to take all actions necessary so that the number of Common Units outstanding equals the aggregate number of shares of Class A Common Stock and Class B Common Stock outstanding, except to the extent that the exchange rate is not one-to-one.

Furthermore, following an exchange in accordance with the terms of the Exchange Agreement, each share of Class B Common Stock subject to the exchange will be canceled by BHGE and the Common Unit constituting a component of the exchange will be deemed transferred from GE to BHGE. If the exchange is made for a cash payment, as described in the first paragraph of this summary of the Exchange Agreement, instead of shares of Class A Common Stock, such Common Unit will be redeemed (or canceled and deemed redeemed) by BHGE LLC.

Tax Matters Agreement

At Closing, BHGE, GE, EHHC and BHGE LLC entered into a Tax Matters Agreement, dated as of July 3, 2017 (the “Tax Matters Agreement”). The Tax Matters Agreement governs the administration and allocation between the parties of tax liabilities and benefits arising prior to, as a result of, and subsequent to the Transactions, including certain restructuring transactions in connection therewith, and the respective rights, responsibilities and obligations of GE and BHGE, with respect to various other tax matters.

The following summary of the terms of the Tax Matters Agreement is not a complete description thereof and is qualified in its entirety by the full text of such agreement which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

Under the Tax Matters Agreement, BHGE LLC generally is responsible for any (i) pre-closing taxes of Baker Hughes and its subsidiaries, and (ii) pre-closing non-income taxes of GE O&G, in each case, other than certain taxes related to the Transactions, including restructuring transactions, for which GE will be responsible. GE generally is responsible for (i) any pre-closing income taxes of GE O&G, and (ii) certain taxes related to the Transactions, including restructuring transactions, undertaken by GE and Baker Hughes (and their respective subsidiaries).

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Following Closing, BHGE or BHGE LLC (or their respective subsidiaries) may be included in group tax returns with GE. If and to the extent a BHGE or BHGE LLC entity is included in such group tax returns, (i) BHGE or BHGE LLC will be required to pay GE an amount intended to approximate the amount that such entity would have paid if it had not been included in such group tax returns and had filed separate tax returns, and (ii) GE will be required to pay BHGE or BHGE LLC the amount of any reduction in taxes payable with respect to the applicable group tax return that results from losses that would have been reflected on such separate tax returns.

The Tax Matters Agreement also provides for the sharing of certain tax benefits (i) arising from the Transactions, including restructuring transactions, and (ii) resulting from allocations of tax items by BHGE LLC. GE is entitled to 100% of these tax benefits to the extent that GE has borne any taxes, after utilization of legacy BHGE tax attributes, arising from certain of the Transactions, including restructuring transactions. The amount of such taxes is currently estimated to be approximately $35 million. Thereafter, these tax benefits will be shared by GE and BHGE in accordance with their economic ownership of BHGE LLC, which immediately following Closing is approximately 62.5% and approximately 37.5%, respectively. BHGE LLC may be required to make cash payments to BHGE members or GE relating to the sharing of these tax benefits. These tax benefits are dependent on uncertain future events that are outside of the parties’ control. We are unable to predict, for example, which, if any, U.S. federal tax reform proposals will be enacted, and what effects any enacted legislation might have on the amount or timing of tax benefits resulting from allocations of tax items by BHGE LLC. For these reasons, it is impractical to estimate the cash payments to be made to BHGE members or GE. Any such cash payments may be subject to adjustment based on certain subsequent events, including tax audits or other determinations as to the availability of the tax benefits with respect to which such cash payments were previously made.

GE also is entitled to 50% of the actual tax savings of BHGE derived from certain tax attributes resulting from an exchange by GE of Paired Interests for shares of Class A Common Stock (or, at the option of BHGE, cash) pursuant to the Exchange Agreement (referred to below as the “Exchange Benefits”). Such an exchange by GE is precluded for a period of two years beginning on the Closing Date and GE has no current intention to exit its investment in BHGE. Moreover, in light of the unfavorable tax consequences to GE of an exchange and the more tax-efficient alternatives available to GE, including a “spin-off” or “split-off” transaction intended to qualify as a tax-free reorganization, GE has advised BHGE that it considers the likelihood that it will exercise its exchange right, even if it decides to dispose of its interest in BHGE, to be remote. Exchange Benefits generally would not result from a “spin-off” or “split-off” transaction.

Upon an exchange (other than in connection with a spin-off or split-off), Exchange Benefits would generally be expected to relate to an adjustment of the tax basis of the assets of BHGE LLC based on the difference between the fair market value at the time of the exchange and the historic tax basis. Such a change in tax basis of assets would cause a revaluation of deferred taxes of BHGE based on the difference between the book value of assets and the new tax basis of assets. Any resulting deferred tax asset would be subject to a valuation allowance if, and to the extent, it is not more likely than not to be realized. In addition, BHGE’s liability to GE would be recorded at the best estimate of any eventual payments to be made when such payments are considered probable and estimable.

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In the event of certain material breaches by BHGE of its payment obligations with respect to Exchange Benefits together with certain events relating to the creditworthiness of BHGE, obligations under the Tax Matters Agreement with respect to the Exchange Benefits would accelerate and become payable based on certain assumptions, including the assumption that BHGE would have sufficient taxable income to fully utilize any potential future Exchange Benefits. In addition, upon certain mergers, assets sales, other forms of business combinations or other changes of control, all payments with respect to Exchange Benefits following such a change of control would be mutually determined by GE and BHGE acting in good faith based on projected standalone taxable income of BHGE LLC as of immediately prior to such change of control.

Commercial Agreements

Non-Competition Agreement and Channel Agreement

At Closing, GE and BHGE entered into a Non-Competition Agreement, dated as of July 3, 2017 (the “Non-Competition Agreement”), pursuant to which GE and its subsidiaries (other than, when used in this description of the Non-Competition Agreement, BHGE and its subsidiaries) agreed, during the period commencing on the Closing Date and ending on the second anniversary of the Trigger Date, not to own, manage or operate, directly or indirectly, any business that engages in certain oil and gas activities and other discrete oil and gas related segments. Notwithstanding the non-competition obligation, GE and its subsidiaries are allowed to engage in certain activities in the oil and gas industry, including, among others: (i) existing business activities conducted by GE and its subsidiaries (other than GE O&G) as of the date the Transaction Agreement was originally executed; (ii) certain minority equity investments; (iii) certain financial services business activities and (iv) certain other specified activities, such as certain activities relating to additives manufacturing, controls systems and digital systems.

At Closing, GE and BHGE also entered into a separate agreement, dated as of July 3, 2017 (the “Channel Agreement”), relating to the allocation of certain oil and gas related segments and related strategies not otherwise covered by the Non-Competition Agreement. Pursuant to this agreement, the parties identified, subject to the Non-Competition Agreement, a number of sales channels in specified segments. These channels include: (i) sales of certain gas and steam turbines and the related services; (ii) certain offerings by the Digital business unit of GE; (iii) upgrade of certain controls systems products and services; and (iv) certain core non-O&G products historically sold by GE O&G. The responsibility for leading the customers’ accounts with respect to these sales channels will be allocated to either GE or BHGE. Channel allocations will be dynamic as necessary to respond to the changed circumstances to best position the parties to respond to customers’ demands as mutually agreed by the channel partners, subject to the terms of the Channel Agreement.

The above summary of the terms of the Non-Competition Agreement and the Channel Agreement is not a complete description thereof and is qualified in its entirety by the full text of each agreement, copies of which are filed as Exhibit 10.3 and Exhibit 10.4, respectively, hereto and incorporated herein by reference.

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IP Cross-License Agreement

At Closing, GE and BHGE LLC entered into an IP Cross-License Agreement, dated as of July 3, 2017 (the “IP Cross-License Agreement”). Under the IP Cross-License Agreement, GE licenses and causes its affiliates (other than GE Digital LLC (“GE Digital”)) to license to BHGE LLC and its affiliates certain intellectual property controlled (whether directly or indirectly) by GE (other than GE Digital) as of the Closing Date or acquired thereafter for BHGE LLC’s use within the field of certain oil and gas activities and certain oil and gas-related segments, and in support of certain limited non-oil and gas Baker Hughes business lines operated as of the Closing Date. In addition, BHGE LLC licenses and causes its affiliates to license to GE and its affiliates (other than GE Digital) certain intellectual property controlled (whether directly or indirectly) by BHGE LLC as of the Closing Date or acquired thereafter for GE’s use outside of the field of the license granted to BHGE LLC described in the previous sentence.

Both licenses in the IP Cross-License Agreement are granted on a non-exclusive, royalty-free, fully paid-up and worldwide basis, and each licensee party may permit its suppliers, contractors, distributors and consultants to exercise the licensee party’s rights (but solely on behalf of the licensee party). Each licensor party retains ownership in the intellectual property that it licenses to the licensee party, but any future improvements made to such licensed intellectual property will be owned by the party making such improvement and will be licensed to the non-owning party pursuant to the terms outlined above. Neither GE nor BHGE LLC is required to transfer or grant access to technological embodiments of, or know-how related to, its intellectual property pursuant to the IP Cross-License Agreement.

The IP Cross-License Agreement terminates upon (i) the Trigger Date or (ii) in certain other circumstances described in the IP Cross-License Agreement. The licenses granted under the agreement will survive termination solely for certain intellectual property used or held for use by the applicable licensee 150 days prior to the date that an agreement is entered into (x) to cause GE to no longer have control of BHGE LLC or (y) to sell primarily all of the assets of BHGE LLC to a third party.

The above summary of the terms of the IP Cross-License Agreement is not a complete description thereof and is qualified in its entirety by the full text of such agreement which is filed as Exhibit 10.5 hereto and incorporated herein by reference.

Trademark License Agreement

At Closing, GE and BHGE LLC entered into a Trademark License Agreement, dated as of July 3, 2017 (the “Trademark License Agreement”), pursuant to which GE licenses to BHGE LLC the right to use certain “GE” marks:

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The license is granted on a non-transferable and worldwide basis, and is sublicensable to certain of BHGE LLC’s subsidiaries. The license is royalty-bearing and the royalty is included as part of the Corporate Assessment (as defined below) paid by BHGE LLC to GE under the Intercompany Services Agreement (as defined below).

The Trademark License Agreement governs BHGE LLC’s use of the licensed trademarks and provides GE quality control rights with respect to the products and services of BHGE LLC that use the licensed trademarks. GE may monitor BHGE LLC’s compliance with its obligations relating to the use of the licensed trademarks by means of audit rights.

The term of the agreement is for renewable five-year periods but may be terminated (i) voluntarily by BHGE LLC at the expiration of any such five-year period if notice of such termination is given by BHGE LLC at least three months prior to such expiration, (ii) by GE (a) if BHGE LLC commits one of certain specified material breaches of the agreement without curing within a specified time period or (b) on the Trigger Date, subject to a phase-out period for BHGE LLC’s use of the licensed trademarks, and (iii) in certain other circumstances described in the Trademark License Agreement. In addition, the agreement shall automatically terminate upon the occurrence of certain bankruptcy-related events.

The above summary of the terms of the Trademark License Agreement is not a complete description thereof and is qualified in its entirety by the full text of such agreement which is filed as Exhibit 10.6 hereto and incorporated herein by reference.

GE Digital Master Products and Services Agreement

At Closing, GE Digital and BHGE LLC entered into a GE Digital Master Products and Services Agreement, dated as of July 3, 2017 (the “GE Digital Master Products and Services Agreement”), pursuant to which GE Digital provides to BHGE LLC certain digital products and services that are offered by GE Digital to GE’s other industrial business segments, including hardware, software, hosted services, professional services and access to GE Digital’s global foundries. The products and services are offered for use in connection with the combined business of Baker Hughes and GE O&G on terms and conditions, including pricing, that are generally consistent with those offered by GE Digital to GE’s other industrial business segments. BHGE LLC may also offer to its customers certain products and services offered by GE Digital under the agreement.

Except as otherwise agreed by the parties in writing, the products and services offered by GE Digital under the agreement will vary depending upon the then-current GE Digital products and services. The services offered include (i) ongoing services that were provided to GE O&G and described in written documentation as of Closing, (ii) new services mutually agreed upon by the parties in written documentation after Closing, and (iii) services that GE Digital makes generally available to similar GE businesses without requiring written documentation. Except as otherwise agreed by the parties in writing, GE Digital is required to provide such services (other than those within category (iii)) to the same standard as GE Digital previously provided such services to GE O&G or to the same standard as GE Digital generally provides to similar GE businesses.

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Either party may terminate any one or more written documentation whereby the parties have agreed to the provision of products or services, in whole but not in part, at any time if the other party has failed to perform any of its material obligations relating to such written documentation, and such failure has continued for 45 days following the notice thereof. Unless terminated earlier in certain circumstances described in the agreement, the GE Digital Master Products and Services Agreement will terminate on the Trigger Date.

The above summary of the terms of the GE Digital Master Products and Services Agreement is not a complete description thereof and is qualified in its entirety by the full text of such agreement which is filed as Exhibit 10.7 hereto and incorporated herein by reference.

Intercompany Services Agreement

At Closing, GE and BHGE LLC entered into an Intercompany Services Agreement, dated as of July 3, 2017 (the “Intercompany Services Agreement”), pursuant to which GE and its affiliates (the “GE Entities”) and BHGE LLC and its affiliates (the “Baker Hughes Entities”) provide certain services to each other. The services generally relate to the following:

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GE provides Administrative Services, GE Provided Technology Access, and use of certain “GE” marks to BHGE LLC in consideration for the payment of $55 million per year (the “Corporate Assessment”). The Corporate Assessment is fixed at a price of $55 million per year for the first two years from the Closing Date. Thereafter, the Corporate Assessment will be subject to an annual adjustment based upon changes in the producer price index. The Corporate Assessment is payable to GE regardless of whether BHGE LLC initiates a request for Administrative Services or GE Provided Technology Access. BHGE LLC, however, may, in whole but not in part, terminate the Intercompany Services Agreement with respect to Administrative Services and GE Provided Technology Access, which includes termination of its use of certain “GE” marks, and will thereafter have no obligation to pay the Corporate Assessment.

The charges for Umbrella Services, which services are offered to GE and BHGE LLC at their option and may be terminated in whole or in part, will be based on the cost to GE or BHGE LLC of providing such Umbrella Services consistent with past practices. GE Provided R&D Services and Baker Hughes Provided R&D Services, also offered at GE’s or BHGE LLC’s option, will be provided at the then-current rates charged by GE Global Research to other businesses of GE or the rates generally charged by BHGE LLC to the Baker Hughes Entities or unincorporated business units thereof for such services, as applicable. GE Provided Facility Services and Baker Hughes Provided Facility Services will be based on the actual costs and expenses to GE or BHGE LLC of providing such services consistent with the pricing methodology as charged immediately prior to Closing. The GE Entities and the Baker Hughes Entities will pay the fees, costs and expenses owed by such parties under any applicable Collaboration.

The Intercompany Services Agreement will terminate 90 days following the Trigger Date with respect to all services other than GE Technology Provided Access and Baker Hughes Provided Technology Access, which terminate immediately upon the Trigger Date.

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The above summary of the terms of the Intercompany Services Agreement is not a complete description thereof and is qualified in its entirety by the full text of such agreement which is filed as Exhibit 10.8 hereto and incorporated herein by reference.

Supply Agreements

At Closing, GE on behalf of itself and certain of its affiliates and BHGE LLC on behalf of itself and certain of its affiliates each entered into two supply agreements (one with GE as “Seller” and BHGE LLC as “Buyer” thereunder and one with BHGE LLC as “Seller” and GE as “Buyer” thereunder), each dated as of July 3, 2017 (collectively, the “Supply Agreements”), pursuant to which GE and certain of its affiliates will supply BHGE LLC and certain of its affiliates, and BHGE LLC and certain of its affiliates will supply GE and certain of its affiliates, other than BHGE and its subsidiaries, as the case may be, with products, equipment, component parts and related services and licensed software as supplied during the 12-month period immediately preceding the date the Transaction Agreement was originally executed, as well as with such other products, equipment, component parts or related services and licensed software that the parties may agree from time to time (the “Seller Goods”).

Pursuant to the Supply Agreements, purchases or licenses of Seller Goods are subject to the terms of the Supply Agreements, the standard terms that the selling entity uses for all like sales or licenses of Seller Goods to unaffiliated third parties, and with such other terms that the parties may, from time to time, agree to in writing under individual purchase orders as may be required to meet the specifications and contractual requirements of the buying entity or its end customers. Other than with respect to accepted purchase orders, there is no obligation on the buying entity to purchase any minimum percentage or volume of Seller Goods under the Supply Agreements.

Pricing for Seller Goods is set forth on an appendix to the Supply Agreements. Any pricing for Seller Goods not set forth on such appendix is based on pricing methodologies used by the selling entity for pricing such Seller Goods, during the 12-month period immediately preceding the signing of the Transaction Agreement or, in the absence of past orders, on an arm’s length basis.

The initial term of the Supply Agreements is five years beginning on the Closing Date. The Supply Agreements provide for an automatic renewal of the agreement after expiration of the initial term until the Trigger Date.

For two years following the Trigger Date, to the extent BHGE LLC or any of its affiliates, as the case may be, reduces the amount of any Seller Good that it purchases pursuant to the relevant Supply Agreements by a certain agreed amount, and the applicable GE supplier of such Seller Good has available capacity to supply such Seller Good and is not in material breach of the Supply Agreements, the non-compete obligations contained in the Non-Competition Agreement do not restrict such GE supplier from selling such Seller Good.

The above summary of the terms of the Supply Agreements is not a complete description thereof and is qualified in its entirety by the full text of the Supply Agreements, copies of which are filed as Exhibit 10.9 and Exhibit 10.10 hereto and incorporated herein by reference.

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BHGE LLC Credit Agreement

On July 3, 2017, BHGE LLC entered into a Credit Agreement (the “Revolving Credit Facility”) with JPMorgan Chase Bank, N.A., as Administrative Agent, and certain lenders thereto for the provision of a revolving credit facility.

Subject to certain permitted extensions, the Revolving Credit Facility has a term of five years and provides for an aggregate principal amount of $3.0 billion of loans thereunder.

The revolving loans will bear interest at a rate per annum based upon, depending on the type of loan, the Eurodollar rate or the alternative base rate, plus in each case, a ratings-based margin.

The unpaid principal amount of each loan matures on July 3, 2022, and accrued interest on each loan is payable in arrears on each applicable interest payment date.

The credit agreement for the Revolving Credit Facility contains (i) certain customary representations and warranties, (ii) certain affirmative covenants, (iii) no negative covenants and (iv) certain customary events of default, including among other things, cross-acceleration to certain indebtedness, and certain events of bankruptcy. If such an event of default occurs, the lenders under the Revolving Credit Facility would be entitled to accelerate amounts due under the Revolving Credit Facility.

The above summary of the terms of the Revolving Credit Facility is not a complete description thereof and is qualified in its entirety by the full text of such agreement which is filed as Exhibit 10.11 hereto and incorporated herein by reference.