Exhibit 10.45



BJ SERVICES COMPANY AUDIT COMMITTEE CHARTER



PURPOSE



|A. | Assist board oversight of (1) the integrity of the Companys financial statements, (2) the Companys compliance with legal and regulatory requirements, (3) the independent
auditors qualifications and independence, and (4) the performance of the Companys internal audit function and independent auditors; and
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|B. | Prepare an audit committee report as required by the SEC to be included in the Companys annual proxy statement.
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ROLE



The Audit Committee of the Board of Directors assists the Board of Directors in fulfilling its responsibility for oversight of the quality
and integrity of the accounting, auditing, and reporting practices of the Company, and will have such other duties, as may be directed by the Board. The Committees role includes a particular focus on the qualitative aspects of financial
reporting to shareholders, and on the Companys processes to manage business and financial risk, and the Companys processes for compliance with significant applicable legal, and regulatory requirements. The Committee is directly
responsible for the appointment, compensation, and oversight of the public accounting firm engaged to prepare or issue an audit report on the financial statements of the Company or performing other audit, review or attest services for the Company,
and each such public accounting firm shall report directly to the Audit Committee.



MEMBERSHIP



The membership of the
Committee shall consist of at least three directors who are generally knowledgeable in financial and auditing matters, including at least one member with accounting or related financial management expertise. Each member shall be free of any
relationship that, in the opinion of the Board, would interfere with his or her individual exercise of independent judgment. Applicable laws and regulations shall be followed in evaluating a members independence. The chairperson shall be
appointed by the full Board.



COMMUNICATIONS/REPORTING



The public accounting firm shall report directly to the Committee. The
Committee is expected to maintain free and open communication with the public accounting firm, the internal auditors, and the Companys management. This communication shall include private executive sessions, at least annually, with the public
accounting firm and the internal auditors. The Committee chairperson shall regularly report on Audit Committee activities to the full Board.



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EDUCATION



The Company is responsible for providing the Committee with educational resources related to accounting principles and procedures, current accounting topics pertinent
to the Company and other material as may be requested by the Committee. The Company shall assist the Committee in maintaining appropriate financial literacy.



AUTHORITY



In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention, with full power to retain outside counsel or other experts for this purpose or to otherwise carry out
its duties.



RESPONSIBILITIES



The Committees specific responsibilities in carrying out its oversight role are
delineated in the Audit Committee Responsibilities Checklist. The responsibilities checklist will be updated periodically to reflect changes in regulatory requirements, authoritative guidance, and evolving oversight practices. As the compendium of
Committee responsibilities, the most recently updated responsibilities checklist will be considered to be an addendum to this charter.



The Committee relies on the expertise and knowledge of management, the internal auditors, and the public accounting firm in carrying out its oversight responsibilities.
Management of the Company is responsible for determining the Companys financial statements are complete, accurate, and in accordance with generally accepted accounting principles. The public accounting firm is responsible for auditing the
Companys financial statements. It is not the duty of the Committee to plan or conduct audits, to determine that the financial statements are complete and accurate and are in accordance with generally accepted accounting principles, to conduct
investigations,or to assure compliance with laws and regulations or the Companys internal policies, procedures, and controls.



The Committee shall conduct an annual self-evaluation.



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AUDIT COMMITTEE RESPONSIBILITIES CHECKLIST



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|* | As Needed
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AUDIT COMMITTEE RESPONSIBILITIES CHECKLIST



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| | As Needed
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