July 14, 2011

U.S. Nuclear Regulatory Commission, Region IV Nuclear Materials Safety Branch B 612 E. Lamar Blvd., Suite 400 Arlington, Texas 76011-4125

RE: Amendment to NRC License: 42-19649-01

Dear Sir:

, JUL 1 9 2011 r~illi

BAKER HUGHES

Philip G. Simpkin C-RadP Corporate Radiation Safety Officer 2001 Rankin Road Houston, Texas 77073 Phone: +1 713-879-2662 Fax: +1 713-879-2667 www.bakerhughes.com

The purpose of this letter is to request an amendment to the above license for BJ Services Company, U.S.A. a wholly-owned, indirect subsidiary of Baker Hughes Incorporated".

Pursuant to the merger of BJ Services with Baker Hughes, the License name will change from" "BJ Services Company, U.S.A., a wholly-owned, indirect subsidiary of Baker Hughes Incorporated" to "Baker Hughes Oilfield Operations, Inc. through its Pressure Pumping service line".

With the above changes, "Baker Hughes Oilfield Operations, Inc. through its Pressure Pumping service line will remain the holder of the license and will continue to follow the same commitments, constraints, conditions, requirements, and representations previously made.

For questions, contact Philip Simpkin:

2001 Rankin Rd. Houston, Texas 77073 Office: +1-713-879-2662 Mobile: +1-713-306-0658 Email: phil.simpkin@bakerhughes.com

Sincerely,

Philip G. Simpkin - C-RADP Corporate Radiation Safety Officer

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Ha 575637

Attachment #1

r~iI. BAKER

HUGHES

NAME

QUALIFICATIONS

PROFESSIONAL

EXPERIENCE

Aug. 05 to Present

P. Simpkin CY

CURRICULUM VITAE

pmLIP GEORGE SIMPKIN

BSe. Degree in Chemistry and Physics 4 "A" Levels, 10 "0" Levels TDLB 032 & 033 Competence Assurance Assessor TDLB D34 Competence Assurance Verifier TDLB 036 Advising on Prior Achievement Certificated Radiation Protection Advisor NEBOSH Certificate in Occupational Safety and Health

Member of the following Societies: The Society of Radiological Protection The American Health Physics Society

BAKER HUGHES, HOUSTON

Radiation Protection Advisor, Western Hemisphere Manager Global Radiation Support Team Responsible to the Global Radiation Protection Manager for the construction and administration of the Radiation Safety, training and competence assurance programs for, Baker Atlas, Baker Oil Tools and Baker Hughes lNTEQ. Liasing with HTC Engineering and Product development on matters concerning radioactive materials. [ also co-authored a paper "Development and implementation of a formal competence assurance programme for safety critical operations" presented at SPE 8th International Conference on Health, Safety and Environment Abu Dhabi, UAE. 2-4 April 2006.

Page 10f4

,,, .. BAKER

HUGHES

Nov. 94 to Aug. 05

P. Simpkin CV

BAKER HUGHES, ABERDEEN

Radiation Protection Advisor, Eastern Hemisphere Manager Global Radiation Support Team Responsible to the Global Radiation Protection Manager for the construction and administration of the Radiation Safety, training and competence assurance programs for, Baker Atlas, Baker Oil Tools and Baker Hughes fNTEQ working in some 37 Countries.

The program includes Radiation Protection Supervisors, Classified workers and associated ancillary staff. computer based training modules, classroom presentations and practical exercises, as well as the accompanying manuals, procedures, schedules, Assessments and Verifications.

[ have produced and conduct an Assessor training course to SQA D32JD33 level, to supplement this program.

I have written and presented several papers on Radiation, Training and Competence to the British Nuclear Engineering Society, The Society for Radiological Protection (SRP) and more recently Institue National des Sciences et Techniques Nucleaires" (lNSTN) and "Commissariat A L' energie Atomique" (CEA) in Paris, plus and a joint papers presented at the 13th International Symposium on Packaging and Transportation of Radioactive Material, and two joint papers for the I RP A 2002 European Congress.

Another aspect of my responsibilities is the provision of advice and assistance with, radiation licence applications for the various facilities throughout the Business Unit, transportation of radioactive materials, record keeping and radiation monitoring, source leak testing, calibration facility commissioning and equipment design.

Interpretation of Regulations and Standards from U.K. and overseas Government Agencies and then writing and implementing Radiation Safety Procedures to ensure that the

Page 2 of4

"~i. BAKER HUGHES

Oct. 93 to Oct. 94

May 92 - Oct. 93

P. Simpkin CV

"illil BAKER

progrnm complies with the standards is also part of my responsibilities.

On the Professional Levell was until moving to the US.A. an assessor for RPA2000 which is the CertiJYing body for all Professional Radiation Protection Advisors in the UK. as well as Being the Chairperson of the Scottish Section for the Society for Radiological Protection.

BAKER HUGHES INTEQ, SINGAPORE

Radiation Protection Officer

Reporting to the Corporate Radiation Protection Officer in Houston and the Senior Manager at facilities where Radioactive materials were used.

I was responsible for the implementation, maintenance and support of the Company's Radiation Protection Programme throughout the Asia/Pacific and Middle East regions.

In addition [ had the responsibility for introducing the Companies' Health and Safety progrnmme within the region.

BAKER HUGHES INTEQ, ABERDEEN

Radiation Protection Officer

Responsible to the Radialion Protection Manager (RPM), overview and administration ofthe training programme on Radiological Protection and General Safety for the UK. and overseas facilities, including the preparation of the accompanying training manuals.

Provision of assistance to the RPM on licence applications for the UK. and overseas facilities, transportation of radioactive materials both in the UK. and overseas, record keeping and monitoring, performing Radiological safety evaluations on calibration faeil ities and transport containers.

Page J ()f4

HUGHES

Feb. 90 - May 92

Dec. 84 - Feb. 90

Dec. 83 - Dec. 84

Jul. 81 - Dee. 83

P. Simpkin CV

r~ii. BAKER

HUGHES

TELECO OILFIELD SERVICES

Training Supervisor

Responsible to the Training Manager for the preparation and presentation of both technical and non-technical training courses to all levels of the Workforce from the shop floor to Senior Management, and offshore personnel.

TELECO OILFIELD SERVICES

Senior Field Engineer

On 24 hour call working in the U.K. and overseas, carrying out various operations including installation, maintenance and utilisation of the company's products and services up to and including the Nuclear logging tools.

ANACON INSTRUMENTS LIlVIITED

Sales Manager

Reporting to the Managing Director, responsible for the design, manufacture and sale of a range of analytical instrumentation, including infra red/ultraviolet analysers ard mass spectrometers. Supervising a Staff of 4 Sales Engineers and 2! Workshop Technicians.

Performing application assessment, and product training seminars.

Preparation of manuals for the instrumentation.

CORE LAHORA TORIES

Senior Logging Engineer

Reporting to the Operations Supervisor, working both in the U.K. and overseas. Responsible for monitoring, recording and interpretation of drilling functions, lithology and hydrocarbon analysis as well as equipment repair and maintenance.

Pn~e 4 of4

QAK AlCGEASSOC1ATEO UNIVEflS1T1ES

This is to certify that

PHILIP G. SIMPKIN

has completed

A 40-HOUR RADIATION SAFETY OFFICER TRAINING COURSE conducted by Professionai Training Programs

of Oak Ridge Associated Universities

r'i. BAKER

HUGHES

This UTH day of. JANUARY, 2006 .al 0.114 rudge~ Ttnn~

r&ill BAKER

HUGHES

THE VICTORIA

UNIVERSITY· ·OF IvlANCHESTER Board lor .-\ warus in Affiliated Ca[leges

3t is bcrcbt! CCt[Wei) that

P~l(lP. (reo~ge- ;:Jimpkin . h.l$ s"'tished the Examiners in thl:! eX,1mio.1cion for the ahon:-nollTIc.:d

Degree, and has bl!t.:11 duly .lumittcd as a B.-\CHEU)I{ 01· SCI!:::-.iC\i of

this Universiti"

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HUGHES

r~ii. BAKER

HUGHES

Laser-ProfessionaCs Inc. Where the Laser User Comes First

Certifies that

CP/iiCip q. SimpRjn J-{ as compfetetf the officia{ Laser-ProfessionalS course

4 IDays Lnser safety ojficer'fraining 'i?Jl"'dlinll safety }lcaderny, qaitfim6urg, :;>tq)

__ A_Pfi_124.27,2_007 __

Officer

Founded 1963

'''.11 BAKER HUGHES

Royal Charter 2007

The Society for Radiological Protection Established to promote tile science and art of radiation protection and allied fields

for the public benefit

By the virtue of academic qualificationsr

professional training and experience

Pliilip CJeorge SimpRjn has been registered by

The Society for Radiological Protection, and is hereby authorised, whilst so registered,

to use the title of

Chartered Radiation Protection Professional

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President

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Secretary

April 2008

Dated

Certificate No. 000829

575637

BAKER Hum-ills OILFIELD OPERATIONS, INC.

Assistant Secretary's Certificate

The undersigned certifies that she is the duly elected Assistant Secretary of Baker Hughes Oilfield Operations, Inc., a California corporation, and that:

(1) on June 28, 2011, BJ Services Company, U.S.A., a Delaware corporation, converted to a Delaware limited liability company named BJ SerVices USA, LLC, as evidenced by the attached Certificate of Conversion (Exhibit A);

(2) on June 30, 2011, BJ Services USA, LLC merged with and into Baker Hughes Oilfield Operations, Inc., as evidenced by the attached Certificate of Merger (Exhibit B).

IN WITNESS WHEREOF, I have executed this certificate as of June 30, 2011.

SusanDi oontz, Assistant Secretary

STATE OF TEXAS § §

COUNTY OF HARRIS §

BEFORE ME, the undersigned authority, on this day personally appeared Susan Diane Koontz, Assistant Secretary of Baker Hughes Oilfield Operations, Inc., known to me to be the person and officer whose name is subscribed to in the foregoing Certificate, and acknowledged to me that she had executed the same as the true act and deed of said corporation for the purposes therein expressed and in the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, as of June 30, 2011.

I, NOElIA GONZALEZ ?r: Notary Public. State of Texas

\,;. },j My Commission Expires ~4';:;o;,~t~$ August 25. 2013 7/,," .. ,,\\

5 5 637

.'

OBEMERG

State of California secretarY of State

I hereby certify Ih&e foregoing lranscriptof pagers) Is ~ fun, true and correct copy of the onglnal record III the custody of the California Secretary of Slat a's office.

JUN 80 LOll Date: 9h

Certificate of Merger ~~ (California Corporations Code sectIons

1113(9),6019.1,8019.1. 9S40, 12540.1, 15911.14,16915(b)and 17552) DEBRA BOWEN, Secretary Of State

IMPORTANT - Read all Instructions before completing this form. This Space For RUng.Use dnty f. NAME OF SURVIVING ENTITY Baker Hughes Oilfield Operations, Inc.

5. NAME OF DISAPPEARING ENTITY

BJ Services USA. LLC

2. TYPEOFENTITY :3:' cA SECRETARY OF STAlE FlLE NUMBER corpomtion C0672345

B. TYPEOFENTITY 7. CASECRETARY OF STATE FILE NUMBER limited liability

r. mn~nv e

4. JURIS~ICilON California

8. JURISblCilON

Pelawa:re 9. THE PRINCIPAL TERMS OF THE AGREEMENT OF MERGER walE APPROVED BY A VOlE OF THE NUMBER OF INTERESTS OR SHARES OF EA6H CLASSTJiAT EQUALED OR EXCEEDED "THE VOlE REQUIRED. IF A VOTE WAS REQUIRED, SPECIFY THE CLASS AND 'THE NUMBER OF OUlSTANOING;INlERESTS OF EACH CLASS ENTITLED TO VOTE ON THE MERGER AND 'THE PERCENTAGE VOTE REQUIRED OFEACH ClASS. ATTACH ADDITIONAL PAGES, IF NECESSARY.

, SURVfVING FNmy CLASS AMP NUMBER AND PERCENTAGE VOTE REOUIRED

OISAPPEARlWG ENTITY . J CLASS ANO NUMBER AND PERCENTAGE OTE acOUIRep

common, 1034 shares issued 93.985% ownership interests 100% 10. IF EQUITY SECURITIES OF A PARENT PARTY ARE TO BE ISSUED IN i1iE MERGER, CHECK TIlE APPUCABLE STATE1IA1':Nr. D No vote Ilflhe shareholders ofllle parant party was required. 0 The required vole of!l1e shareholders oftha parent party was oblalned. 11. IF TIlE SURVIVING ENTITY IS A DOMESTIC UMITED UABLfrY COMPANY, UMITED PARTNERSIiIP, OR PARTlIIERSHlP, PROVIDE TIlE REQUISrte CHANGES (IF ANY) TO TIlE INFORMATION SET FORTH IN TIlE SURVIVING ENTITY'S ARTICLES ·OF ORGANIZATION, CERTIFICATE OF UMITED P'AjfTNERSHIP OR STATElIiIENT OF PARTNERSHIP AUTHORITY RESULTING FROM THE MERGER. ATTACIi ADDITIONAL PAGES, IF NECESSARY.

12. IF A DISAPPEARING ENTITY IS A DOMESTIC LIMITED LIABLfrY COMPANY, LIMITED PARTNERSHIP, OR PARTNERSHIP. AND TIlE,SURVIVINGll:mnv IS NOT A DOMESTIC ENTITY OF THE SAlJElYPE. ENTER THE PRINCIPAL ADDRESS OF THE SURVMNG EmtTY. PRINCIPAL ADDRESS OF SUR)I1VING ENlllY CITY AND STATE Z/PCODE

13. OTHER INFORMATION REQUIRED TO BE STATED IN THE CERTIFICATE OF MERGER BY THE LAWS UNDER WHICH EACH CONSTl1tJENT orlieR BUSINESS ENTITY IS ORGANIZED. ATTACH ADDITIONAL PAGES. IF NECESSARY.

14. STATUTORY OR OTHER BASIS UNDER WHICH A FOREIGN OTHER BUSINESS ENTITY ISAUTHORIZEDTO EFFECT 15. FUTURE EFFECTIVE OATE, IF NN TIlE MERGER. ~_~_~ Title 6, Section [8-209 ofthe Delaware ~imited Liability Company Act (Month) (oay) . (yBarj j'.

1S. ADDmONAL INFORMATION SET FORTIl ON ATTACHED PAGES, IF ANY, IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE "ART OF THIS CERTIFICATE. :

17. I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OFTHE stATE OF CAliFORNIA THAT THE FOREGOING IS TRUE AND CORRECTOF MY OWN KNOWLEDGE. I DEC I AM THE PERSON WHO EcUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED. !

DATE Alan J. Keifer, Vice President ' 3011

TYPE OR PRINT NAME AND Tm.E OF AUTHORIZED PERSON SIGNATURE OF

DATE Susan Diane Koont;o, Assistant Secretary ; 6/30J11

TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERliQN

Alan I. Keifer. President . TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERIlON

6/30/11 Susan Diane Koontz, Assistant Secreta!)' ""S"'IG""NA""ru=R~E"'O~F:-:AmUTH=O"'Rlf.ti!~D::';P;g"S~O:UN;-;F~O:;;R"'TH'"E;::;D~I-;:"SAP=P"'EAR~IN"'G<:-:ENTl="'lY':?"'O:'tATE~ TYPE OR PRINT NAME AND TITLE OF AUTHORl=D PERllON For an entll¥ ~at is a business trust. real estata investment trust I)r an' 'unincorporated I ~ssoclalion, set toM e provIsion Ilf law or ofher basis for the authl)rity of the person Signing: ___________ ---

OSE MERGER-1 (REV 0112D10) APPROVED BVSECReT;ARY OF STATE CAlIS.01l2OflOIOCTSySlooiOnlina .,'

'De [a wa re PAGE 1

'Ifte :.First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF

DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND

CORRECT COPY OF THE CERTIFICATE OF CONVERSION OF A DELAWARE

CORPORATION UNDER THE NAME OF "BJ SERVICES COMPANY, U.S.A. If TO A

DELAWARE LIMITED LIABILITY COMPANY, CHANGING ITS NAME FROM "BJ

SERVICES COMPANY, U.S.A. rr TO "BJ SERVICES USA, LLC", FILED IN

THIS OFFICE ON THE TWENTY-SEVENTH DAY OF JUNE, A.D. 2011, AT

7:19 O'CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF

THE AFORESAID CERTIFICATE OF CONVERSION IS THE TWENTY-EIGHTH DAY

OF JUNE, A.D. 2011, AT 1 O'CLOCK P.M.

2231908 8100V

110767454

\ _ ~Jeffrey W. Bullock, Secretary of state oc:::::::::: AUTHE~~TION: 8868411

lrou may veri£y this cert:ificat:e online at: corp. delaMfre. govlauthver. sh"bu.!

DATE: 06-28-11

5 7 5 3 7

1/;;'5/// DATE This is. to aC~Wledge the receipt of your letter/application dated

7 t 0L ' and to inform you that the initial processing, which includes an administrative review, has been performed.

~ere were no administrative omissions. Your application will be assigned to a technical reviewer. Please note that the technical review may identify additional omissions or require additional information.

o Please provide to this office within 30 days of your receipt of this card:

The action you requested is normally processed within YD days.

o A copy of your action has been forwarded to our License Fee & Accounts Receivable Branch, who will contact you separately if there is a fee issue involved.

Your action has been assioned Mail Control Number 57 S(b3 7 When calling to inquire about this action, please refer to this mail control number. You may call me at 817-860-8103.

NRC FORM 532 (RIV) (10-2006)

«?

BETWEEN:

Accounts Receivable/Payable and

Regional licensing Branches

License Fee Worksheet - License Fee Transmittal

A. REGION

1. APPLICATION ATIACHED

Applicant/Licensee:

Received Date:

Docket Number:

Mail Control Number: License Number:

Action Type:

2. FEE ATIACHED

Amount:

Check No.:

3. COMMENTS

B J SERVICES COMPANY, U.S.A.

07/19/2011 3019037 575637

42-19649-01 Amendment

Signed:

Date:

B. LICENSE FEE MANAGEMENT BRANCH (Check when milestone 03 is entered I 1

1. Fee Category and Amount:

2. Correct Fee Paid. Application may be processed for:

Amendment:

Renewal:

License:

3.0THER ____________________________ ___

Signed:

Date:

[ FOR ARPB USE 1 INFORMATION FROM LTS

Program Code: 03120 Status Code: Pending Amendment Fee Category: 3P Exp. Date: Fee Comments: 3P EFF 7/28/89 Decom Fin Assur Reqd: N

~$ ~ 7949 7787 7012

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