<PAGE>

             SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

     This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") dated as of October 30, 1998, is made and entered into among BJ
SERVICES COMPANY, a Delaware corporation (the "Company"), BJ SERVICES COMPANY,
U.S.A., a Delaware corporation, BJ SERVICE INTERNATIONAL, INC., a Delaware
corporation, BJ SERVICES COMPANY MIDDLE EAST, a Delaware corporation, NOWSCO
WELL SERVICE LTD., an Alberta, Canada corporation; BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION, as U.S. Agent, as Letter of Credit Issuing Bank
and as Swing Loan Bank; BANK OF AMERICA CANADA, Individually and as Canadian
Agent; THE CHASE MANHATTAN BANK, Individually and as Senior Co-Agent; BANK OF
MONTREAL, ROYAL BANK OF CANADA, TORONTO DOMINION (TEXAS), INC., and WELLS FARGO
BANK (TEXAS), NATIONAL ASSOCIATION, each Individually and as Co-Agent (in their
capacities as Co-Agents, the "Co-Agents"); and the other financial institutions
listed on the signature pages hereof.

                                    WITNESSETH:

     WHEREAS, the parties hereto (or their predecessors in interest) have
heretofore entered into an Amended and Restated Credit Agreement dated as of
August 7, 1996 (as previously amended, the "Credit Agreement"), providing for,
among other things, (i) term loans to be made by the Canadian Banks to BJ-Canada
and (ii) a term loan and revolving credit facilities (including revolving credit
loans, swing loans and letters of credit) to be made by the Banks to the
U.S. Borrowers on the terms and subject to the conditions therein set forth; and

     WHEREAS, the Company has requested that the Credit Agreement be amended to
the extent hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the sufficiency of which is hereby expressly
acknowledged, the parties hereto hereby agree to amend the Credit Agreement as
follows:

     1.        CREDIT AGREEMENT AMENDMENTS.

        1.1         AMENDMENT OF SECTION 8.12.  Section 8.12 of the Credit
     Agreement is hereby deleted in its entirety and the following is
     substituted therefor:

          "8.12     CAPITALIZATION RATIO.  From and after the Closing Date
     the Company shall not permit the Capitalization Ratio as of the last
     day of any fiscal quarter ending during the periods specified below to
     be greater 
<PAGE>

     than the amounts specified below:

<TABLE>
<CAPTION>
                   Period:                       Capitalization Ratio
                   -------                       --------------------
           <S>                                          <C>
           Closing Date through                         50.0%
           June 30, 1997 
           July 1, 1997 and thereafter                  45.0%
</TABLE>

        1.2    AMENDMENT OF SECTION 8.15(d).  Section 8.15(d) of the Credit
     Agreement is hereby deleted in its entirety and the following is
     substituted therefor:

          "(d) the Company and any Subsidiary may purchase, redeem or
     otherwise acquire shares of its capital stock or warrants, rights or
     options to acquire any such shares."

        1.3    ADDITION OF SECTION 6.22.  The following Section 6.22 is hereby
     inserted following Section 6.21 of the Credit Agreement and before the last
     paragraph of Article VI thereof:

          "6.22     ADDRESSING THE YEAR 2000 PROBLEM.  The Company is developing
     a program to address on a timely basis the Year 2000 Problem.  In
     connection with developing this program, the Company has reviewed its
     operations and those of its Subsidiaries with a view to assessing whether
     its or its Subsidiaries' respective businesses will, in the receipt,
     transmission, processing, manipulation, storage, retrieval, retransmission
     or other utilization of data, be subjected to a Year 2000 Problem.  Based
     on such review, the Company has identified and is implementing a correction
     plan such that no Material Adverse Effect would reasonably be expected to
     occur with respect to its or its Subsidiaries' businesses or operations
     resulting from a Year 2000 Problem.  As used herein, "Year 2000 Problem"
     means any significant risk that computer hardware or software used in the
     Company's or its Subsidiaries' businesses or operations will not, in the
     case of dates occurring or time periods ending after December 31, 1999, in
     any material respect function at least as effectively as in the case of
     dates and time periods occurring prior to December 31, 1999."

        1.4    GENERAL.  To the extent, if any, any provision of the Credit
     Agreement or any of the other Loan Documents shall conflict with the
     provisions set forth in the foregoing Paragraphs 1.1, 1.2 and 1.3, such
     provisions shall be amended to the extent necessary so that no such
     conflict shall exist.

     2.   NO DEFAULT OR EVENTS OF DEFAULT; REPRESENTATIONS AND WARRANTIES ARE
<PAGE>

TRUE.   Each of the Borrowers hereby represents and warrants to the Banks that
on the date hereof no Event of Default or Default has occurred and is
continuing.  The representations and warranties made by the Borrowers in Article
VI of the Credit Agreement are true and correct in all material respects as of
the date hereof (except such representations and warranties, if any, which
expressly refer to an earlier date, which representations and warranties are
true and correct in all material respects as of such earlier date).

     3.   RATIFICATION.  The Credit Agreement shall continue in full force and
effect as amended hereby.  The Credit Agreement and this Amendment shall be
read, taken and construed as one and the same instrument.

     4.   EFFECTIVENESS, COUNTERPARTS.  This Amendment shall become effective as
of the date hereof when the U.S. Agent shall have received counterparts hereof
duly executed by the Company and its Subsidiaries parties hereto, the Majority
Banks, the Co-Agents, and the Agents (or, in the case of any party as to which
an executed counterpart shall not have been received, telegraphic, telex, or
other written confirmation from such party of execution of a counterpart hereof
by such party).  This Amendment may be signed in any number of counterparts, and
by different parties on separate counterparts, each of which shall be construed
as an original, but all of which together shall constitute one and the same
instrument.

     5.   GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK; PROVIDED THAT THE AGENT AND
THE BANKS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

     6.   CERTAIN DEFINED TERMS.  Capitalized terms used herein (including in
the recitals hereof) without definition shall have the meaning assigned to them
in the Credit Agreement.

     7.   ENTIRE AGREEMENT.  THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES.

     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
and delivered as of the date first above written.

                         BJ SERVICES COMPANY


                         By:  
                              ---------------------------------------
                              Taylor M. Whichard III
                              Treasurer


                         BJ SERVICES COMPANY, U.S.A.


                         By: 
                              --------------------------------------- 
                              Taylor M. Whichard III
                              Treasurer


                         BJ SERVICES COMPANY MIDDLE EAST


                         By: 
                              --------------------------------------- 
                              Taylor M. Whichard III
                              Treasurer


                         NOWSCO WELL SERVICE LTD.


                         By:  
                              ---------------------------------------
                              Taylor M. Whichard III
                              Treasurer


                         BJ SERVICE INTERNATIONAL, INC.


                         By: 
                              ---------------------------------------
                              Taylor M. Whichard III
                              Treasurer
<PAGE>

                         BANK OF AMERICA NATIONAL TRUST AND SAVINGS
                         ASSOCIATION, as U.S. Agent

                         By: 
                              ---------------------------------------
                         Name:
                         Title:


                         BANK OF AMERICA NATIONAL TRUST AND SAVINGS 
                         ASSOCIATION, as Letter of Credit Issuing 
                         Bank, Swing Loan Bank and as a U.S. Bank 

                         By: 
                              ---------------------------------------
                         Name:
                         Title:


                         BANK OF AMERICA CANADA, as a Canadian Bank

                         By: 
                              ---------------------------------------
                         Name:
                         Title:


                         BANK OF AMERICA CANADA, as Canadian Agent

                         By: 
                              ---------------------------------------
                         Name:
                         Title:


                         THE CHASE MANHATTAN BANK, N.A., as Senior 
                         Co-Agent and as a U.S. Bank

                         By: 
                              ---------------------------------------
                         Name:
                         Title:


                         THE CHASE MANHATTAN BANK OF CANADA, as a 
                         Canadian Bank

                         By: 
                              ---------------------------------------
                         Name:
                         Title:

                         By: 
                              ---------------------------------------
<PAGE>

                         Name:
                         Title:


                         ROYAL BANK OF CANADA, as Co-Agent and as a 
                         U.S. Bank

                         By: 
                              ---------------------------------------
                         Name:
                         Title:


                         ROYAL BANK OF CANADA, as a Canadian Bank

                         By: 
                              ---------------------------------------
                         Name:
                         Title:


                         TORONTO DOMINION (TEXAS), INC., as Co-Agent
                         and as a U.S. Bank

                         By: 
                              ---------------------------------------
                         Name:
                         Title:


                         THE TORONTO-DOMINION BANK, as a Canadian Bank

                         By: 
                              ---------------------------------------
                         Name:
                         Title:


                         BANK OF MONTREAL, as Co-Agent and a U.S. Bank 

                         By:
                              ---------------------------------------
                         Name:
                         Title:


                         WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION,
                         as Co-Agent and as a U.S. Bank

                         By: 
                              ---------------------------------------
                         Name:
                         Title:
<PAGE>

                         THE INDUSTRIAL BANK OF JAPAN TRUST COMPANY, 
                         as a U.S. Bank

                         By: 
                              ---------------------------------------
                         Name:
                         Title:


                         THE INDUSTRIAL BANK OF JAPAN (CANADA), as a 
                         Canadian Bank


                         By:
                              ---------------------------------------
                         Name:
                         Title:


                         THE BANK OF TOKYO-MITSUBISHI, LTD. HOUSTON 
                         AGENCY, as a U.S. Bank


                         By: 
                              ---------------------------------------  
                         Name:
                         Title:


                         BANK OF TOKYO-MITSUBISHI (CANADA), as a 
                         Canadian Bank

                         By: 
                              ---------------------------------------
                         Name:
                         Title:


                         FIRST UNION NATIONAL BANK, as a U.S. Bank

                         By: 
                              ---------------------------------------
                         Name:
                         Title:


                         CHRISTIANIA BANK OG KREDITKASSE, as a 
                         U.S. Bank
     
                         By: 
                              ---------------------------------------
                         Name:
                         Title:

                         By: 
                              ---------------------------------------
                         Name:
                         Title:
<PAGE>

                         THE BANK OF NEW YORK, as a U.S. Bank

                         By: 
                              ---------------------------------------
                         Name:
                         Title:


                         ABN-AMRO BANK, N.V. - HOUSTON AGENCY, as a 
                         U.S. Bank, By ABN-AMRO North America, Inc.,
                         as Agent:

                         By: 
                              ---------------------------------------
                         Name:
                         Title:

                         By: 
                              ---------------------------------------
                         Name:
                         Title:


                         ABN-AMRO BANK CANADA, as a Canadian Bank

                         By: 
                              ---------------------------------------
                         Name:
                         Title:

                         By: 
                              ---------------------------------------
                         Name:
                         Title:


                         STANDARD CHARTERED BANK, as a U.S. Bank

                         By: 
                              ---------------------------------------
                         Name:
                         Title:
 
                         FIRST NATIONAL BANK OF COMMERCE, as a 
                         U.S. Bank

                         By: 
                              ---------------------------------------
                         Name:
                         Title:


                         DEN NORSKE BANK AS, as a U.S. Bank

                         By: 
                              ---------------------------------------
                         Name:
                         Title:
<PAGE>

                         THE DAI-ICHI KANGYO BANK, LTD., as a 
                         U.S. Bank

                         By: 
                              ---------------------------------------
                         Name:
                         Title:


                         BANCA DI ROMA, as a U.S. Bank

                         By: 
                              ---------------------------------------
                         Name:
                         Title:


                         THE ROYAL BANK OF SCOTLAND PLC, as a 
                         U.S. Bank

                         By:
                              ---------------------------------------
                         Name:
                         Title:


                         BANCA NAZIONALE DEL LAVORO S.P.A., as a 
                         U.S. Bank

                         By: 
                              ---------------------------------------
                         Name:
                         Title:


                         ABU DHABI INTERNATIONAL BANK INC., as a 
                         U.S. Bank 

                         By: 
                              ---------------------------------------
                         Name:
                         Title:


                         NATIONSBANK, N.A., as a U.S. Bank


                         By: ______________________________________   
                         Name:
                         Title: