0001193125-05-012383 Sample Contracts

CREDIT AGREEMENT Dated as of June 11, 2004 among BJ SERVICES COMPANY, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, The Bank of New York and Citibank, N.A., as Co-Syndication Agents, The Royal Bank...
Credit Agreement • January 26th, 2005 • Bj Services Co • Oil & gas field services, nec • New York

This CREDIT AGREEMENT is entered into as of June 11, 2004, among BJ SERVICES COMPANY, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), The Bank of New York and Citibank, N.A., as Co-Syndication Agents, The Royal Bank of Scotland plc and Bank One, NA, as Co-Documentation Agents, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

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FORM OF LETTER AGREEMENT REGARDING OPTIONS GRANTED TO EXECUTIVE OFFICERS DURING FISCAL 1999
Letter Agreement • January 26th, 2005 • Bj Services Co • Oil & gas field services, nec
FORM OF LETTER AGREEMENT REGARDING OPTIONS GRANTED TO NON-EMPLOYEE DIRECTORS DURING FISCAL 2001 AND 2003
Form of Letter Agreement • January 26th, 2005 • Bj Services Co • Oil & gas field services, nec

This option is granted under and is governed by the terms and conditions of the Company’s 1997 Incentive Plan, including the Terms and Conditions attached hereto and incorporated herein by reference.

FORM OF LETTER AGREEMENT REGARDING OPTIONS GRANTED TO EXECUTIVE OFFICERS DURING FISCAL 1997
Letter Agreement • January 26th, 2005 • Bj Services Co • Oil & gas field services, nec
FORM OF LETTER AGREEMENT REGARDING PHANTOM STOCK GRANTED TO NON-EMPLOYEE DIRECTORS DURING FISCAL 2004 [Date]
Form of Letter Agreement • January 26th, 2005 • Bj Services Co • Oil & gas field services, nec

Grant. I am pleased to inform you that the Compensation Committee (the “Committee”) of the Board of Directors of BJ Services Company (the “Company”) has granted to you [Number of Shares] shares of Phantom Stock pursuant to the BJ Services Company 2003 Incentive Plan (the “Plan”). The terms defined in the Plan are used in this Agreement with the same meaning.

FORM OF LETTER AGREEMENT REGARDING PERFORMANCE UNITS GRANTED TO EXECUTIVE OFFICERS DURING FISCAL 2004
Letter Agreement • January 26th, 2005 • Bj Services Co • Oil & gas field services, nec
FORM OF LETTER AGREEMENT REGARDING OPTIONS GRANTED TO NON-EMPLOYEE DIRECTORS DURING FISCAL 2000 BJ SERVICES COMPANY Non-Employee Director’s Stock Option
Form of Letter Agreement • January 26th, 2005 • Bj Services Co • Oil & gas field services, nec

This option is granted under and is governed by the terms and conditions of the Company’s 1997 Incentive Plan, including the Terms and Conditions attached hereto and incorporated herein by reference.

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