Purchase, Payoff and Termination Agreement

Purchase, Payoff and Termination Agreement

            This PURCHASE, PAYOFF AND TERMINATION AGREEMENT (as the same may be amended, modified or supplemented, this " Agreement ") is entered into as of February 7, 2007, by and among BJ SERVICES EQUIPMENT, L.P ., a Delaware limited partnership (the " Partnership "), BJ SERVICES COMPANY , U.S.A. , a Delaware corporation (" BJ USA " or " Indemnitor ," and in its capacity as general partner of the Partnership, the " General Partner "), BJ SERVICES OPERATING & MAINTENANCE COMPANY, L.L.C., a Delaware limited liability company (the " Operator "), BJ SERVICES, L.L.C., a Delaware limited liability company (the " Affiliated Partner "), and BJ SERVICES COMPANY, a Delaware corporation (the " Guarantor " and together with BJ USA, the Operator, the Service Taker, the Affiliated Partner and the Partnership, collectively, the " BJ Parties "); BANC OF AMERICA LEASING & CAPITAL, LLC , a Delaware limited liability company (successor to BA Leasing & Capital Corporation, a California corporation), NATIONAL CITY COMMERCIAL CAPITAL COMPANY, LLC , an Indiana limited liability company (successor to National City Leasing Corporation, a Kentucky corporation), and TRANSIT LEASING CORPORATION , a Delaware corporation (collectively, the " Beneficiaries "); GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY , a Colorado corporation, AIG SUN AMERICA LIFE ASSURANCE COMPANY , an Arizona corporation (formerly known as, and doing business as, Anchor National Life Insurance Company), SUNAMERICA LIFE INSURANCE COMPANY , an Arizona corporation (including as successor by merger to CalAmerica Life Insurance Company (formerly CalFarm Life Insurance Company) and to John Alden Life Insurance Company, AXA EQUITABLE LIFE INSURANCE COMPANY , a New York corporation (formerly known as The Equitable Life Assurance Society of the United States), AXA LIFE AND ANNUITY COMPANY, a Colorado corporation (formerly known as The Equitable of Colorado, Inc.), and THE UNION CENTRAL LIFE INSURANCE COMPANY, an Ohio corporation (collectively, the " Holders "); WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association (formerly known as First Security Bank, National Association), not in its individual capacity except as expressly provided in the "Transaction Documents" (hereinafter defined) (the " Nonaffiliated Partner Trustee" ); and U.S. BANK, N.A. , a national banking association as successor to State Street Bank and Trust Company, not in its individual capacity except as expressly provided in the Transaction Documents (the " Indenture Trustee "). Capitalized terms used herein without definition shall have the meanings assigned to such terms in Appendix A to the "Participation Agreement" (hereinafter defined).

                                                            WITNESSETH :

            WHEREAS , the BJ Parties, the Beneficiaries (or their respective predecessors in interest), the Holders (or their respective predecessors in interest), the Nonaffiliated Partner Trustee and the Indenture Trustee entered into that certain Participation Agreement dated as of August 7, 1997 (as the same may have been amended, modified, supplemented, or otherwise changed from time to time, the " Participation Agreement ");

            WHEREAS , pursuant to the Participation Agreement, the parties thereto respectively entered into the Basic Documents (the Basic Documents, as the same may have been amended, modified, supplemented or otherwise changed from time to time, together with any and all other agreements, instruments and other documents entered into in connection with the transactions contemplated by the Basic Documents, but excluding this Agreement, the " Transaction Documents ");

            WHEREAS , the parties hereto (collectively, the " Parties " and each, a " Party ") have agreed, and hereby agree, to enter into this Agreement and consummate the transactions contemplated hereby (collectively, the entering into this Agreement and the transactions contemplated hereby, the " New Transactions ") as of the "Closing Date" (hereinafter defined), notwithstanding that the New Transactions are not provided for in the Transaction Documents; and

            WHEREAS, the Parties wish to set forth herein the terms and provisions of the New Transactions;

            NOW, THEREFORE , in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Parties hereby agree as follows:

1. 1. Sale and Purchase of Partnership Interest . Nonaffiliated Partner, acting herein through Nonaffiliated Partner Trustee, hereby agrees to sell and transfer to General Partner, and General Partner hereby agrees to purchase and accept from Nonaffiliated Partner, on and as of the Closing Date, the Partnership Interest of Nonaffiliated Partner. THE SALE AND TRANSFER OF THE PARTNERSHIP INTEREST OF NONAFFILIATED PARTNER TO GENERAL PARTNER IS WITHOUT RECOURSE, REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, BY OR AGAINST NONAFFILIATED PARTNER OR ANY BENEFICIARY, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE "ASSIGNMENT OF PARTNERSHIP INTEREST" (hereinafter defined).
   2. Purchase Price; Payment . General Partner agrees to pay by not later than 11:00 a.m. New York time on February 9, 2007, the "Closing Date" (hereinafter defined) the aggregate sum of Forty-seven Million Seven Hundred Fifty-five Thousand Three Hundred Ninety-five and 28/100 Dollars (U.S.$47,755,395.28) (the " Purchase Price ") to the Indenture Trustee in immediately available funds by wire transfer in accordance with the Indenture Trustee's wire instructions set forth in Schedule 1 hereto in exchange and consideration for the sale and transfer by Nonaffiliated Partner of its Partnership Interest comprising (i) Thirty Million Five Hundred Sixty-Seven Thousand Five Hundred Sixty-seven and 40/100 Dollars (U.S.$30,567,567.40) in the aggregate in respect of amounts payable to the Indenture Trustee and the Holders as more particularly set forth in Schedule 2 hereto and (ii) Seventeen Million, One Hundred Eighty-seven Thousand Eight Hundred Twenty-seven and 88/100 Dollars (U.S.$17,187,827.88) in the aggregate in respect of amounts payable to the Nonaffiliated Partner Trustee and the Beneficiaries as more particularly set forth in Schedule 3 hereto. As used herein, the term " Dollars " and " U.S.$ " shall mean the legal currency of the United States of America.
   3. Undertaking by Indenture Trustee to Remit Amounts . Indenture Trustee hereby undertakes and agrees to receive the Purchase Price from General Partner for the respective accounts of itself, the Holders, the Nonaffiliated Partner, the Nonaffiliated Partner Trustee and the Beneficiaries and to remit to each the amounts payable to each of them as specified in Schedules 2 and 3 hereto by wire transfer of immediately available funds in accordance with the wire instructions of such institutions set forth in Schedule 4 hereto.
   4. Satisfaction of Obligations; Payoff and Release . Subject to the provisions of Section 5 below, each of the specified Parties hereto hereby agrees as follows:
   5. 1. Holders of Outstanding Notes . Each Holder severally (and not jointly) acknowledges and agrees that upon receipt of the amount set forth opposite its name in Schedule 2 hereto, (i) all Obligations and any and all other obligations, whether now owed or due to it or that at anytime hereafter become owed or due to it, under or pursuant to the Transaction Documents, including, without limitation, in respect of the Current Principal Amount, accrued interest thereon (to, but not including, the Closing Date), Premium and any and all other Secured Obligations, have been paid and satisfied in full (except to the extent set forth in Section 5 below), (ii) it shall, and hereby does, direct the Indenture Trustee to apply the Purchase Price in accordance with Section 3.2 of the Indenture and it hereby releases and discharges all of its right, title and interest in and to the Indenture Estate, (iii) it shall, and hereby does, direct the Indenture Trustee to release, discharge and terminate the Indenture (except to the extent set forth in Section 5 below) and all Liens created thereunder or under any other Transaction Document encumbering the Indenture Estate, and (iv) it shall, and hereby does, authorize and direct the Indenture Trustee to take such further actions and execute such further documents or agreements to evidence or effectuate such release, discharge or termination as the Indenture Trustee may reasonably determine, including executing such additional instruments acknowledging satisfaction and discharge of the Indenture in respect of the Notes and the Indenture Estate, returning to the General Partner any and all certificates of title with respect to the Units, together with such completed forms and other documentation as may be required to remove the notation of the Indenture Trustee's Lien thereon, all certificates evidencing the Nonaffiliated Partner's Partnership Interest and all certificates evidencing the General Partner's Partnership Interest that are in its possession and authorizing the General Partner to prepare and file appropriate termination statements with respect to any and all Uniform Commercial Code (" U.C.C. ") Financing Statements evidencing or perfecting the Liens created under the Indenture or under any other Transaction Document and to and to take all steps and actions necessary or appropriate to cause the Lien of the Indenture Trustee noted on the certificates of title of the Units to be removed therefrom (provided that in no event shall the Indenture Trustee execute or deliver any agreement or undertaking that releases or terminates the provisions of the Basic Documents described in Section 5 below or this Agreement (whether in whole or in part) or that imposes on any Holder, or subjects any Holder, to any obligation to which such Holder has not expressly consented, and (v) it shall, and hereby does, discharge the Indenture Trustee and the Nonaffiliated Partner Trustee from their respective obligations with respect to the Notes (except as set forth in Section 10.2 of the Indenture).
      2. Beneficiaries . Each Beneficiary severally (and not jointly) acknowledges and agrees that upon receipt of the amount set forth opposite its name in Schedule 3 hereto, (i) all Obligations and any and all other obligations, whether now owed or due to it or that at anytime hereafter become owed or due to it, under or pursuant to the Transaction Documents, including, without limitation, in respect of all Priority Distributions, Supplemental Distributions and Special Distributions, have been paid and satisfied in full (except to the extent set forth in Section 5 below), (ii) it shall, and hereby does, authorize and direct the Nonaffiliated Partner Trustee to instruct the Indenture Trustee to return to the General Partner any and all certificates of title with respect to the Units, together with such completed forms and other documentation as may be required to remove the notation of the Indenture Trustee's Lien thereon, and all certificates evidencing the General Partner's Partnership Interest (and further agrees to return to the General Partner promptly following receipt from the Indenture Trustee of the confirmation specified in clause (e)(ii) of this Section 4 any of the same that are in its possession), (iii) it shall, and hereby does, authorize the Nonaffiliated Partner Trustee to execute and deliver to the General Partner an Assignment of Partnership Interest substantially in the form attached as Exhibit A hereto (the " Assignment of Partnership Interest "), (iv) it shall, and hereby does, authorize and direct the Nonaffiliated Partner Trustee to take such further actions and execute such further documents or agreements to evidence or effectuate such sale and transfer of the Nonaffiliated Trustee's Partnership Interest as the Nonaffiliated Partner Trustee may reasonably determine (provided that in no event shall the Nonaffiliated Partner Trustee execute or deliver (or direct the Indenture Trustee to execute and deliver) any agreement or undertaking that releases or terminates the provisions of the Transaction Documents described in Section 5 below or this Agreement (whether in whole or in part) or that imposes on the Nonaffiliated Partner, the Nonaffiliated Partner Trustee or any Beneficiary, or subjects any of the Nonaffiliated Partner, the Nonaffiliated Partner Trustee or any Beneficiary, to any obligation to which the Nonaffiliated Partner, the Nonaffiliated Partner Trustee or such Beneficiary has not expressly consented), and (v) it shall, and hereby does, authorize and direct the Nonaffiliated Trustee to wind-up, dissolve and liquidate the Trust in accordance with the Trust Agreement as promptly as reasonably practical following the Closing Date.
      3. Nonaffiliated Partner Trustee . The Nonaffiliated Partner Trustee acknowledges and agrees that upon receipt of the amount set forth opposite its name in Schedule 3 hereto, (i) all Obligations and any and all other obligations, whether now owed or due to it or that at anytime hereafter become owed or due to it, including, without limitation, in respect of all Priority Distributions, Supplemental Distributions and Special Distributions, have been paid and satisfied in full (except to the extent set forth in Section 5 below), (ii) all amounts owed to it by the Beneficiaries in respect of Section 6.2 of the Trust Agreement (except to the extent set forth in Section 5 below) have been paid and satisfied in full, (iii) it shall, and hereby does, authorize and direct the Indenture Trustee to return to the General Partner any and all certificates of title with respect to the Units, together with such completed forms and other documentation as may be required to remove the notation of the Indenture Trustee's Lien thereon, (iv) it shall execute and deliver (or cause to be executed and delivered) to General Partner the Assignment of Partnership Interest, together with any and all certificates evidencing its Partnership Interest that are in its possession, promptly following receipt from the Indenture Trustee of the confirmation specified in clause (e)(ii) of this Section 4, and (v) it shall, and hereby does, authorize and direct the Indenture Trustee to return to the General Partner all certificates evidencing the Nonaffiliated Partner's Partnership Interest that are in the possession of the Indenture Trustee.
      4. Indenture Trustee . The Indenture Trustee acknowledges and agrees that upon confirmation of receipt, respectively, by (x) itself and each Holder of the amounts respectively set forth opposite their names in Schedule 2 hereto and (y) the Nonaffiliated Partner Trustee and each Beneficiary of the amounts respectively set forth opposite their names in Schedule 3 hereto (i) all Obligations and any and all other obligations, whether now owed or due to it or that at anytime hereafter become owed or due to it, under or pursuant to the Transaction Documents, including, without limitation, in respect of the Secured Obligations, have been paid and satisfied in full (except to the extent set forth in Section 5 below), (ii) it shall, and hereby does, release, discharge and terminate the Indenture and the Liens created thereunder or under any other of the Transaction Documents encumbering the Indenture Estate, (iii) it shall promptly deliver to the General Partner all certificates of title with respect to the Units, together with such completed forms and other documentation as may be required to remove the notation of the Indenture Trustee's Lien thereon, all certificates evidencing th