THIRD SUPPLEMENTAL INDENTURE

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