BJ SERVICES COMPANY and WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE

Exhibit 4.2

BJ SERVICES COMPANY

and

WELLS FARGO BANK,

NATIONAL ASSOCIATION,

AS TRUSTEE

THIRD SUPPLEMENTAL INDENTURE

Dated as of May 19, 2008

to

Indenture dated as of June 8, 2006

$250,000,000

6% Senior Notes due 2018

TABLE OF CONTENTS

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THIS THIRD SUPPLEMENTAL INDENTURE dated as of May 19, 2008, is among BJ Services Company, a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”). Each capitalized term used but not defined in this Third Supplemental Indenture shall have the meaning assigned to such term in the Original Indenture (as defined below).

RECITALS:

WHEREAS, the Company has executed and delivered to the Trustee an Indenture, dated as of June 8, 2006 (the “Original Indenture”), providing for the issuance by the Company from time to time of its unsecured senior debentures, notes or other evidences of indebtedness, issued and to be issued in one or more series unlimited as to principal amount (the “Securities”);

WHEREAS, the Company has duly authorized and desires to cause to be issued pursuant to the Original Indenture and this Third Supplemental Indenture a series of Securities designated the “6 % Senior Notes due 2018” (the “2018 Notes”);

WHEREAS, the Company desires to cause the issuance of the 2018 Notes pursuant to Sections 2.1, 3.1, 3.3 and 9.1(l) of the Original Indenture, which sections permit the execution of indentures supplemental thereto to establish the form and terms of Securities of any series;

WHEREAS, pursuant to Section 9.1 of the Original Indenture, the Company has requested that the Trustee join in the execution of this Third Supplemental Indenture to establish the form and terms of the 2018 Notes;

WHEREAS, all things necessary have been done to make the 2018 Notes, when executed by the Company and authenticated and delivered hereunder and under the Original Indenture, the valid obligations of the Company and to make this Third Supplemental Indenture a valid agreement of the Company enforceable in accordance with its terms.

NOW, THEREFORE, the Company and the Trustee hereby agree that the following provisions shall supplement the Original Indenture:

ARTICLE I

THE 2018 NOTES

SECTION 1.1 Form. The 2018 Notes (including the related Trustee’s certificate of authentication) shall be substantially in the form of Exhibit A to this Third Supplemental Indenture, which is hereby incorporated into this Third Supplemental Indenture. The terms and provisions contained in the 2018 Notes shall constitute, and are hereby expressly made, a part of this Third Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Third Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

The 2018 Notes shall be issued only as registered Securities. The 2018 Notes shall be issued upon original issuance in whole in the form of one or more Global Securities. Each 2018 Note issued upon original issuance in the form of Global Securities shall represent such of the Outstanding 2018 Notes as shall be specified therein and shall provide that it shall represent the

aggregate amount of Outstanding 2018 Notes from time to time endorsed thereon and that the aggregate amount of Outstanding 2018 Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a 2018 Note in the form of Global Securities to reflect the amount, or any increase or decrease in the amount, of Outstanding 2018 Notes represented thereby shall be made by the Trustee in accordance with such written form of instructions as is customary for the Depositary, from the Depositary or its nominee on behalf of any Person having a beneficial interest in the 2018 Note in the form of a Global Security.

The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the 2018 Notes issued in the form of Global Securities.

SECTION 1.2 Title, Amount and Payment of Principal and Interest. The 2018 Notes shall be entitled the “6% Senior Notes due 2018.” The Trustee shall authenticate and deliver (i) 2018 Notes for original issuance on the date hereof (the “Original 2018 Notes”) in the aggregate principal amount of $250 million, (ii) additional 2018 Notes for original issuance from time to time after the date hereof in such principal amounts as may be specified in the Company Order described in this sentence, in each case upon a Company Order for the authentication and delivery thereof and satisfaction of the other provisions of Section 3.3 of the Indenture. Such order shall specify the amount of additional 2018 Notes to be authenticated, the date on which such additional 2018 Notes are to be issued and authenticated, and the name or names of the initial Holder or Holders of such additional 2018 Notes. The aggregate principal amount of 2018 Notes that may be outstanding at any time may not exceed $250 million plus such additional principal amounts as may be issued and authenticated pursuant to clause (ii) of this paragraph, except as otherwise provided in the Indenture.

The principal amount of each 2018 Note shall be payable on June 1, 2018. Each 2018 Note shall bear interest from the date of original issuance, or the most recent date to which interest has been paid, at the fixed rate of 6% per annum. The dates on which interest on the 2018 Notes shall be payable shall be June 1 and December 1 of each year, commencing December 1, 2008 in the case of the Original 2018 Notes (the “Interest Payment Dates”). The regular record date for interest payable on the 2018 Notes on any Interest Payment Date shall be the May 15 or November 15 (the “Regular Record Date”), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for (“Defaulted Interest”) will forthwith cease to be payable to the Holder of a 2018 Note on such Regular Record Date and either may be paid to the Person in whose name such 2018 Note (or one or more Predecessor Securities) is registered at the close of business on a special record date (the “Special Record Date”) for the payment of such Defaulted Interest to be fixed by the Trustee (referred to herein), notice whereof shall be given to the Holder of such 2018 Note not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture.

Any payment of principal or interest required to be made on a day that is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such day and no interest shall accrue as a result of such delayed payment.

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Payments of principal of, premium, if any, and interest due on the 2018 Notes representing 2018 Notes in the form of Global Securities on any Interest Payment Date or at maturity will be made available to the Trustee by 11:00 a.m., New York City time, on such date, unless such date falls on a day which is not a Business Day, in which case such payments will be made available to the Trustee by 11:00 a.m., New York City time, on the next Business Day. As soon as possible thereafter, the Trustee will make such payments to the Depositary.

SECTION 1.3 Security Registrar and Paying Agent. The Company initially appoints the Trustee as Security Registrar and Paying Agent with respect to the 2018 Notes. The office or agency in the City and State of New York where 2018 Notes may be presented for registration of transfer or exchange and the Place of Payment for the 2018 Notes shall initially be Wells Fargo Corporate Trust, c/o DTC, 1st Floor, TADS Department, 55 Water Street, New York, New York 10041.

SECTION 1.4 Transfer and Exchange.

(i) Transfer and Exchange of 2018 Notes in Definitive Form. The transfer and exchange of 2018 Notes issued in the form of a Definitive Security shall be effected in accordance with Section 3.5 of the Original Indenture.

(ii) Transfer and Exchange of Global 2018 Notes. The transfer and exchange of 2018 Notes issued in the form of a Global Security, or beneficial interests therein shall be effected through the Depositary, in accordance with Section 3.5 of the Original Indenture and Article I of this Third Supplemental Indenture (including any restrictions on transfer set forth therein and herein) and the rules and procedures of the Depositary therefor, which shall include restrictions on transfer comparable to those set forth therein and herein to the extent required by the Securities Act of 1933, as amended.

SECTION 1.5 Defeasance and Discharge. The 2018 Notes shall be subject to satisfaction and discharge and to both legal defeasance and covenant defeasance as contemplated by Article Thirteen of the Original Indenture.

SECTION 1.6 Amendments to the Original Indenture. Pursuant to Section 9.1 of the Original Indenture, the Original Indenture is hereby amended by adding the following additional covenants solely in relation (and only applicable) to the 2018 Notes:

Section 1.6A Acceleration of Maturity Upon Event of Default.

If an Event of Default with respect to the Outstanding 2018 Notes occurs and is continuing, then the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding 2018 Notes may declare all or any portion of the principal amount of the 2018 Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) of the 2018 Notes shall become immediately due and payable. Notwithstanding the foregoing, if an Event of Default specified in clause (e) or (f) of Section 5.1 of the Original Indenture occurs, then all unpaid principal of and premium, if any, and accrued and unpaid interest on, all Securities shall be due and payable immediately without further action or notice as provided by Section 5.2 of the Original Indenture.

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Section 1.6B Restriction on Use of Certain Proceeds.

The Company will not use the proceeds from the issuance of the 2018 Notes, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry any “margin stock” (within the meaning of such term in Regulation U of the Federal Reserve Board of the United States of America (12 CFR 221)) in violation of Regulation U; provided that the foregoing shall not apply to the Capital Stock of the Company.

Section 1.6C Change of Control Repurchase Event at the Option of Holders.

(1) Upon the occurrence of a Change of Control Repurchase Event (as defined below), unless the Company has exercised its right pursuant to the provisions of numbered paragraph 3 on the reverse side of the form of 2018 Note set forth in Exhibit A of this Third Supplemental Indenture to redeem the 2018 Notes, the Company shall make an offer (the “Change of Control Offer”) to each Holder of 2018 Notes to repurchase all or any part (in integral multiples of $1,000) of each Holder’s 2018 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of 2018 Notes repurchased plus any accrued and unpaid interest on the 2018 Notes repurchased to the date of purchase (the “Change of Control Payment”).

(2) Within 30 days following the consummation of any Change of Control Repurchase Event or, at the Company’s option, prior to the consummation of any Change of Control (as defined below), but after the public announcement of an impending Change of Control, the Company shall mail a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the 2018 Notes on the payment date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the 2018 Notes and described in the notice. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.

The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations promulgated thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the 2018 Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 1.6C, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.6C by virtue of such conflict.

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(3) On the Change of Control Payment Date, the Company shall, to the extent lawful:

(i) accept for payment all 2018 Notes or portions of 2018 Notes (in integral multiples of $1,000) properly tendered pursuant to the Change of Control Offer;

(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all 2018 Notes or portions of 2018 Notes properly tendered and not withdrawn; and

(iii) deliver or cause to be delivered to the Trustee the 2018 Notes properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of 2018 Notes or portions of 2018 Notes being purchased by the Company.

(4) The Paying Agent shall promptly mail to each Holder of properly tendered 2018 Notes the repurchase price for such 2018 Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new 2018 Note equal in principal amount to any unpurchased portion of any 2018 Notes surrendered; provided, that each new 2018 Note shall be in a principal amount of $1,000 or an integral multiple of $1,000 above that amount.

(5) The Company shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and such third party purchases all 2018 Notes properly tendered and not withdrawn under such Change of Control Offer. In the event that such third party terminates or defaults on its Change of Control Offer, the Company shall be required to make a Change of Control Offer treating the date of such termination or default by such third party as though it were the date of the Change of Control Repurchase Event.

(6) The following terms for purposes of this Section 1.6C shall have the respective meanings specified below:

(a) “Below Investment Grade Rating Event” means the rating on the 2018 Notes is lowered by each of the Rating Agencies and the 2018 Notes are rated below Investment Grade by each of the Rating Agencies on any date from the date of the first public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the consummation of a Change of Control (which period shall be extended following the consummation of a Change of Control for so long as the rating of the 2018 Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if any of the Rating Agencies making the reduction in rating to which this definition would otherwise apply

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does not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

(b) “Change of Control” means the occurrence of any of the following:

(i) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger, amalgamation, arrangement or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and those of the Company’s Subsidiaries, taken as a whole, to any “person” or “group” (as those terms are used for purposes of Section 13(d)(3) of the Exchange Act), other than to the Company or one or more of the Company’s Subsidiaries;

(ii) the consummation of any transaction or series of related transactions (including, without limitation, any merger, amalgamation, arrangement or consolidation) the result of which is that any “person” or “group” (as those terms are used for purposes of Section 13(d)(3) of the Exchange Act), other than the Company or one of the Company’s wholly-owned Subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding Voting Stock, measured by voting power rather than number of shares;

(iii) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or of such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of Voting Stock of the Company outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving Person immediately after giving effect to such transaction;

(iv) the first day on which a majority of the members of the Board of Directors is not comprised of Continuing Directors; or

(v) the adoption of a plan relating to the liquidation or dissolution of the Company.

Notwithstanding the foregoing, a transaction shall not be considered to be a Change of Control under clause (ii) above if (1) the Company becomes a direct or indirect wholly-owned Subsidiary of a holding company and (2) (y) immediately following that transaction, the direct or indirect holders of the Voting Stock of the holding company are substantially the same as the holders of the Voting Stock of the Company outstanding immediately prior to that transaction or (z) immediately following that transaction, no person (as that term is used in Section 13(d) (3) of the Exchange Act) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of the holding company.

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(c) “Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

(d) “Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who (1) was a member of the Board of Directors on the date of original issuance of the 2018 Notes; or (2) was nominated for election, elected or appointed to the Board of Directors with the approval of a majority of the Continuing Directors who were members of the Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the Company’s proxy statement in which such member was named as a nominee for election as a director).

(e) “Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company.

(f) “Moody’s” means Moody’s Investors Service Inc.

(g) “Rating Agency” means (1) each of Moody’s and S&P; and (2) if any of Moody’s or S&P ceases to rate the 2018 Notes or fails to make a rating of the 2018 Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company (as certified by a resolution of the Board of Directors) as a replacement agency for Moody’s or S&P, as the case may be, and that is reasonably acceptable to the Trustee.

(h) “S&P” means Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc.

(i) “Voting Stock” means, with respect to any Person, capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

SECTION 1.7 Additional Definitions. Pursuant to Section 9.1 of the Original Indenture, the following the following terms are inserted into Section 1.1 of the Original Indenture in the appropriate alphabetical order and made applicable only to the 2018 Notes:

“2018 Notes” means the series of Securities designated the “ % Senior Notes due 2018” duly authorized by the Company under the Third Supplemental Indenture.

“Third Supplemental Indenture” means the Third Supplemental Indenture between the Company and the Trustee dated as of May 19, 2008 relating to the Company’s 2018 Notes.

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SECTION 1.8 Additional Events of Default. In addition to the Events of Default set forth in the definition thereof contained in Section 8.1 of the Original Indenture, the term “Event of Default,” when used in the Indenture with respect to the 2018 Notes, shall mean any of the Events of Default set forth in Section 5.1 of the Original Indenture and shall also include any default in the performance, or breach, of the covenants set forth in Section 1.6C of this Third Supplemental Indenture.

ARTICLE II

REDEMPTION

SECTION 2.1 Redemption. The Company, at its option, may redeem the 2018 Notes in accordance with the provisions of numbered paragraph 3 on the reverse side of the form of 2018 Note set forth in Exhibit A hereof. Except as provided in Section 1.6C above, the Company shall have no obligation to redeem, purchase or repay the 2018 Notes pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof.

ARTICLE III

MISCELLANEOUS PROVISIONS

SECTION 3.1 Table of Contents; Headings. The table of contents and headings of the Articles and Sections of this Third Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 3.2 Counterpart Originals. The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 3.3 Governing Law. THIS THIRD SUPPLEMENTAL INDENTURE AND THE 2018 NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 3.4 The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Third Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company.

(Signature Page Follows)

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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the day and year first above written.

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Exhibit A

FORM OF 2018 NOTE

[FACE OF SECURITY]

[Insert if a Global Security - THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.]

No.             

BJ SERVICES COMPANY

% SENIOR NOTE DUE 2018

BJ Services Company., a corporation duly incorporated under the laws of the State of Delaware (herein called the “Company,” which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to                      [insert “Cede & Co.” if issued as a Global Security], or its registered assigns, the principal sum of                      United States dollars, [insert if a Global Security—or such greater or lesser principal sum as is shown on the attached Schedule of Increases and Decreases in Global Security], on June 1, 2018, and to pay interest thereon from May 19, 2008, or from the most recent Interest Payment Date (defined herein) to which interest has been paid or

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duly provided for, semi-annually on June 1 and December 1 in each year, commencing December 1, 2008 in the case of the Original 2018 Notes (the “Interest Payment Dates”) at the rate of 6% 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 the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered as of 5:00 p.m., New York City time, on the Regular Record Date for such interest, which shall be the May 15 or November 15 (regardless of whether a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for (“Defaulted Interest”) will forthwith cease to be payable to the Holder on such Regular Record Date and either may 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 (the “Special Record Date”) for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to the Holder of this Security not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture.

Interest payable on each Interest Payment Date will include interest accrued from and including May 19, 2008, or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, to but excluding such Interest Payment Date. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.

Any payment of principal or interest required to be made on a day that is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such day and no interest shall accrue as a result of such delayed payment. For purposes of this Security, “Business Day” means any day that, in the city of the principal Corporate Trust Office of the Trustee and in the City of New York, is neither a Saturday, Sunday, or legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close.

Payments of principal of, premium, if any, and interest due on the 2018 Notes representing 2018 Notes in the form of Global Securities on any Interest Payment Date or at maturity will be made available to the Trustee by 11:00 a.m., New York City time, on such date, unless such date falls on a day which is not a Business Day, in which case such payments will be made available to the Trustee by 11:00 a.m., New York City time, on the next Business Day. As soon as possible thereafter, the Trustee will make such payments to the Depositary.

Payments in respect of this Security, if in the form of a Global Security (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by the Depositary. Payments in respect of this Security, if in the form of a Definitive Security (including principal, premium, if any, and interest) will be made at the office or agency of the Company maintained for such purpose within The City of New York, which initially will be Wells Fargo Corporate Trust, c/o DTC, 1st Floor, TADS Department, 55 Water Street, New York, New York 10041, or, at the option of the Company, payment of interest may be made by check mailed to the Holders on the relevant record date at their addresses set forth in the Security Register of Holders or at the option of the Holder, payment of interest on a Definitive Security will be made by wire transfer of immediately available funds to any account

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maintained in the United States, provided such Holder has requested such method of payment and provided timely wire transfer instructions to the Paying Agent. The Holder must surrender this Security to a Paying Agent to collect payment of principal.

This Security is issued in respect of a series of Securities of an initial aggregate of $250 million in principal amount designated as the 6% Senior Notes due 2018 of the Company and is governed by the Indenture dated as of June 8, 2006 (the “Original Indenture”), duly executed and delivered by the Company, as issuer, to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture dated as of May , 2008, duly executed by the Company and the Trustee. The terms of the Indenture are incorporated herein by reference. This Security shall in all respects be entitled to the same benefits as Securities under the Indenture.

The statements in the legends set forth in this Security are an integral part of the terms of this Security and by acceptance hereof the Holder of this Security agrees to be subject to, and bound by, the terms and provisions set forth in each such legend.

Reference is made to the further provisions of this Security set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

(Signature Page Follows)

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by its authorized officer.

Dated:                     

TRUSTEE’S CERTIFICATE OF AUTHENTICATION:

This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.

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[REVERSE OF SECURITY]

BJ SERVICES COMPANY

6% SENIOR NOTE DUE 2018

This Security is one of a duly authorized issue of senior securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement, of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. As provided in the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Security is one of a series designated as the % Senior Notes due 2018 of the Company, issued in an initial aggregate principal amount of $250 million (the “2018 Notes”).

Initially, Wells Fargo Bank, National Association will act as Paying Agent and Security Registrar. The Company may change any Paying Agent or Security Registrar at any time upon notice to the Trustee and the Holders. The Company may act as Paying Agent.

Except as otherwise defined herein, all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The terms of the 2018 Notes include those stated in the Original Indenture, those made part of the Indenture by reference to the Trust Indenture Act, as in effect on the date of the Original Indenture, and those terms stated in the Third Supplemental Indenture. The 2018 Notes are subject to all such terms, and Holders of 2018 Notes are referred to the Original Indenture, the Third Supplemental Indenture and the Trust Indenture Act for a statement of them. The 2018 Notes are general unsecured obligations of the Company limited to an initial aggregate principal amount of $250 million; provided, however, that the authorized aggregate principal amount of the 2018 Notes may be increased from time to time as provided in the Third Supplemental Indenture.

The 2018 Notes are redeemable, at the option of the Company, at any time in whole, or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2018 Notes to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the Redemption Price) on such 2018 Notes (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 40 basis points; plus, in each case, accrued interest thereon to the Redemption Date.

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The actual Redemption Price, calculated as provided above, shall be calculated by the Company and certified to the Trustee.

For purposes of determining the Redemption Price, the following definitions are applicable:

“Treasury Rate” means, with respect to any Redemption Date applicable to the 2018 Notes, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated yield (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the 2018 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 corporate debt securities of a comparable maturity to the remaining term of such 2018 Notes.

“Comparable Treasury Price” means, with respect to any Redemption Date, the average of the Reference Treasury Dealer Quotations for such Redemption Date.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day preceding such Redemption Date.

“Reference Treasury Dealer” means each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. or their affiliates which are primary U.S. Government securities dealers, and their respective successors; provided, however, that if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in The City of New York (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer.

Except as set forth above, the 2018 Notes will not be redeemable at the Company’s option prior to their Stated Maturity and will not be entitled to the benefit of any sinking fund.

2018 Notes called for optional redemption become due on the Redemption Date. Notices of optional redemption will be given by first-class mail, postage prepaid, at least 30 but not more than 60 days before the Redemption Date, to each Holder of the 2018 Notes to be redeemed, at its address as shown in the Security Register. The notice of optional redemption for the 2018 Notes will state, among other things, the aggregate principal amount of such 2018 Notes to be redeemed, the Redemption Date, the Redemption Price, or if not then ascertainable, the method of calculating such Redemption Price, and the place(s) where payment will be made upon presentation and surrender of 2018 Notes to be redeemed. Unless the Company defaults in

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payment of the Redemption Price, interest will cease to accrue on the Redemption Date with respect to any 2018 Notes that have been called for optional redemption. If less than all the 2018 Notes are redeemed at any time, the Trustee will select the 2018 Notes to be redeemed on a pro rata basis or by any other method the Trustee deems fair and appropriate.

The 2018 Notes may be redeemed in part in multiples of $1,000 only. In the event of redemption of this Security in part only, a new 2018 Note or 2018 Notes of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

Any such redemption will also comply with Article Eleven of the Indenture.

The Company may be required to offer to purchase the 2018 Notes if a Change of Control Repurchase Event occurs, on the terms set forth in the Indenture.

The 2018 Notes are to be issued in registered form, without coupons, in denominations of $1,000 and integral multiples of $1,000 in excess thereof. A Holder may register the transfer of, or exchange, 2018 Notes in accordance with the Indenture. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.

The registered Holder of a 2018 Note may be treated as the owner of it for all purposes.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the then Outstanding Securities of each series to be affected, with each such series voting as a separate series. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and 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, regardless of whether notation of such consent or waiver is made upon this Security.

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No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place(s) and rate, and in the coin or currency, herein prescribed.

If an Event of Default with respect to 2018 Notes shall occur and be continuing, the principal of the 2018 Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

If this Security is a Global Security, (a) this Global Security or portion hereof may not be exchanged for Definitive Securities of this series except in the limited circumstances provided in the Indenture and (b) the holders of beneficial interests in this Global Security will not be entitled to receive physical delivery of Definitive Securities except as described in the Indenture and will not be considered the Holders thereof for any purpose under the Indenture.

If this Security is a Definitive Security, as provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in The City of New York which initially will be Wells Fargo Corporate Trust, 45 Broadway, 12th Floor, New York, New York 10006, Attn: Worldwide Securities Services, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company 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 denominations of U.S. $1,000 and any integral multiple 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 Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, regardless of whether this Security be overdue, and none of the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

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The Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates or any subsidiary of the Company’s Affiliates, and may otherwise deal with the Company or its Affiliates as if it were not the Trustee.

This Security shall not be valid until the Trustee signs the certificate of authentication on the other side of this Security.

Customary abbreviations may be used in the name of a Holder of a Security or an assignee, such as: TEN COM (tenant in common), TEN ENT (tenants by the entireties), JT TEN (joint tenants with right of survivorship and not as tenants in common), CUST (Custodian), and U/G/M/A (Uniform Gifts to Minors Act).

Pursuant to a recommendation promulgated by the Committee on Uniform Note Identification Procedures, the Company has caused CUSIP numbers to be printed on the 2018 Notes as a convenience to the Holders of the 2018 Notes. No representation is made as to the accuracy of such number as printed on the 2018 Notes, and reliance may be placed only on the other identification numbers printed hereon.

No recourse under or upon any obligation, covenant or agreement of or contained in the Indenture or of or contained in any Security, or for any claim based thereon or otherwise in respect thereof, or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, shareholder, member, officer, manager or director, as such, past, present or future, of the Company or of any successor Person, either directly or through the Company or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment, penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released by the acceptance hereof and as a condition of, and as part of the consideration for, the Securities and the execution of the Indenture.

The Indenture provides that the Company (a) will be discharged from any and all obligations in respect of the Securities (except for certain obligations described in the Indenture), or (b) need not comply with certain restrictive covenants of the Indenture, in each case if the Company deposits, in trust, with the Trustee money or U.S. Government Obligations (or a combination thereof) which through the payment of interest thereon and principal thereof in accordance with their terms will provide money, in an amount sufficient to pay all the principal of and interest on the Securities, but such money need not be segregated from other funds except to the extent required by law.

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This Security shall be construed in accordance with and governed by the laws of the State of New York.

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

Additional abbreviations may also be used though not in the above list.

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ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

Please print or type name and address including postal zip code of assignee

the within Security and all rights thereunder, hereby irrevocably constituting and appointing

to transfer said Security on the books of the Company, with full power of substitution in the premises.

Signature Guarantee*:             

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SCHEDULE OF INCREASES AND DECREASES

IN GLOBAL SECURITY*

The following increases or decreases in this Global Security have been made:

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