<PAGE>

                                                                     EXHIBIT 4.3

BANC OF AMERICA SECURITIES LLC

MERRILL LYNCH, PIERCE, FENNER & SMITH
             INCORPORATED



                     $449,000,000 AGGREGATE PRINCIPAL AMOUNT

                               BJ SERVICES COMPANY

                            CONVERTIBLE SENIOR NOTES

                                    DUE 2022

                               PURCHASE AGREEMENT

                              dated April 19, 2002

<PAGE>

                                Table of Contents

<TABLE>
<S>                                                                                         <C>
Section 1.  Representations and Warranties of the Company.................................   2
   (a)   No Registration..................................................................   2
   (b)   No Integration...................................................................   2
   (c)   Rule 144A........................................................................   2
   (d)   Offering Memorandum..............................................................   3
   (e)   Authorization of the Purchase Agreement..........................................   3
   (f)   Authorization of the Indenture, etc..............................................   3
   (g)   Authorization of the Notes, etc..................................................   3
   (h)   Authorization of the Conversion Shares...........................................   3
   (i)   Authorization of the Registration Rights Agreement...............................   4
   (j)   No Material Adverse Change.......................................................   4
   (k)   Independent Accountants..........................................................   4
   (l)   Preparation of the Financial Statements..........................................   4
   (m)   Incorporation and Good Standing of the Company and its Subsidiaries..............   5
   (n)   Capitalization and Other Capital Stock Matters...................................   5
   (o)   Non-Contravention of Existing Instruments; No Further Authorizations or
         Approvals Required...............................................................   6
   (p)   No Material Actions or Proceedings...............................................   6
   (q)   Company Not an "Investment Company"..............................................   6
   (r)   No Price Stabilization or Manipulation...........................................   7
   (s)   No General Solicitation..........................................................   7
   (t)   Company's Accounting System......................................................   7

Section 2.  Purchase, Sale and Delivery of the Notes......................................   7
   (a)   The Firm Notes...................................................................   7
   (b)   The First Closing Date...........................................................   7
   (c)   The Optional Notes; the Second Closing Date......................................   8
   (d)   Payment for the Notes............................................................   8
   (e)   Delivery of the Notes............................................................   8

Section 3.  Additional Covenants of the Company...........................................   9
   (a)   Initial Purchasers' Review of Proposed Amendments and Supplements................   9
   (b)   Amendments and Supplements to the Offering Memorandum and Other Securities
         Act Matters......................................................................   9
   (c)   Documents to be Incorporated by Reference........................................   9
   (d)   Copies of Offering Memorandum....................................................   9
   (e)   Qualification of the Indenture...................................................  10
   (f)   Blue Sky Compliance..............................................................  10
   (g)   Rule 144A Information............................................................  10
   (h)   Legends..........................................................................  10
   (i)   No General Solicitation..........................................................  10
   (j)   No Integration...................................................................  10
   (k)   Rule 144 Tolling.................................................................  10
   (l)   Use of Proceeds..................................................................  11
   (m)   DTC Approval.....................................................................  11
</TABLE>

                                      -i-

<PAGE>

<TABLE>
<S>                                                                                         <C>
   (n)   Company to Provide Interim Financial Statements................................    11
   (o)   Agreement Not to Offer or Sell Additional Securities...........................    11
   (p)   Listing of Conversion Shares...................................................    11

Section 4.  Payment of Expenses.........................................................    11

Section 5.  Conditions of the Obligations of the Initial Purchasers.....................    12
   (a)   Accountants' Comfort Letter....................................................    12
   (b)   No Material Adverse Change or Rating Agency Change.............................    12
   (c)   Opinion of Counsel for the Company.............................................    13
   (d)   Opinion of General Counsel of the Company......................................    13
   (e)   Opinion of Counsel for the Initial Purchasers..................................    13
   (f)   Officers' Certificate..........................................................    13
   (g)   Bring-Down Comfort Letter......................................................    13
   (h)   Registration Rights Agreement..................................................    13
   (i)   PORTAL Designation.............................................................    13
   (j)   Additional Documents...........................................................    14

Section 6.  Representations, Warranties and Agreements of Initial Purchasers............    14

Section 7.  Reimbursement of Initial Purchasers' Expenses...............................    14

Section 8.  Indemnification.............................................................    15
   (a)   Indemnification of the Initial Purchasers......................................    15
   (b)   Indemnification of the Company, its Directors and Officers.....................    15
   (c)   Notifications and Other Indemnification Procedures.............................    16
   (d)   Settlements....................................................................    17

Section 9.  Contribution................................................................    17

Section 10. Termination of this Agreement...............................................    18

Section 11. Representations and Indemnities to Survive Delivery.........................    19

Section 12. Notices.....................................................................    19

Section 13. Successors..................................................................    20

Section 14. Definition of the Terms "Business Day" and "Subsidiary".....................    20

Section 15. Partial Unenforceability....................................................    21

Section 16. Governing Law Provisions....................................................    21
   (a)   Governing Law..................................................................    21
   (b)   Consent to Jurisdiction........................................................    21

Section 17. General Provisions..........................................................    21
</TABLE>

                                      -ii-

<PAGE>

Schedule A
Schedule B

                                     -iii-

<PAGE>

                               Purchase Agreement

                                                                  April 19, 2002

BANC OF AMERICA SECURITIES LLC
MERRILL LYNCH, PIERCE, FENNER & SMITH
             INCORPORATED

c/o BANC OF AMERICA SECURITIES
LLC 9 West 57/th/ Street
New York, New York 10019

Ladies and Gentlemen:

                  BJ Services Company, a Delaware corporation (the "Company"),
proposes to issue and sell to Banc of America Securities LLC and Merrill Lynch,
Pierce, Fenner & Smith Incorporated (the "Initial Purchasers") $449,000,000 in
aggregate principal amount of its Convertible Senior Notes due April 24, 2022
(the "Firm Notes"). In addition, the Company has granted to the Initial
Purchasers an option to purchase up to an additional $67,350,000 in aggregate
principal amount of its Convertible Senior Notes due April 24, 2022 (the
"Optional Notes" and, together with the Firm Notes, the "Notes"). The Notes will
be redeemable at the Company's option at any time after April 24, 2005.

                  The Notes will be convertible into fully paid, non-assessable
shares of common stock, par value $.10 per share, of the Company (the "Common
Stock"), such Common Stock also evidencing the rights (the "Rights") provided in
the Amended and Restated Rights Agreement (the "Rights Agreement") dated as of
September 26, 1996, as amended, between the Company and Bank of New York, as
Rights Agent. The Notes will be convertible initially at a conversion rate of
14.9616 shares per $1,000 principal amount of the Notes, on the terms, and
subject to the conditions, set forth in the Indenture (as defined below). As
used herein, "Conversion Shares" means the shares of Common Stock into which the
Notes are convertible. The Notes will be issued pursuant to an indenture (the
"Indenture") to be dated as of the First Closing Date (as defined in Section 2),
between the Company and The Bank of New York, a New York banking corporation, as
trustee (the "Trustee").

                  The Notes will be offered and sold to the Initial Purchasers
without being registered under the Securities Act of 1933, as amended, and the
rules and regulations (the "Rules and Regulations") of the Securities and
Exchange Commission (the "Commission") thereunder (the "Securities Act"), in
reliance upon an exemption therefrom.

                  Holders of the Notes (including the Initial Purchasers and
their direct and indirect transferees) will be entitled to the benefits of a
Resale Registration Rights Agreement, dated the First Closing Date, among the
Company and the Initial Purchasers (the "Registration Rights Agreement"), for so
long as such Notes constitute Transfer Restricted Securities (as defined in the
Registration Rights Agreement), pursuant to which the Company will agree to file
with the Commission a shelf registration statement pursuant to Rule 415 under
the Securities Act (the "Registration Statement") covering the resale of the
Notes and the Conversion Shares, and to

<PAGE>

use its reasonable commercial efforts to cause the Registration Statement to be
declared effective. This Agreement, the Indenture, the Notes and the
Registration Rights Agreement are referred to herein collectively as the
"Operative Documents."

                  The Initial Purchasers may make offers and sales (the "Exempt
Resales") of the Notes on the terms and in the manner set forth herein and in
the Offering Memorandum (as defined below) solely to purchasers (the "Eligible
Purchasers") whom the selling Initial Purchaser reasonably believes to be
"qualified institutional buyers" as defined by Rule 144A under the Securities
Act ("QIBs"). The Notes are to be offered and sold to or through the Initial
Purchasers to Eligible Purchasers without being registered with the Commission
under the Securities Act in reliance upon exemptions therefrom. The terms of the
Notes and the Indenture will require that investors that acquire Notes expressly
agree that Notes (and any Conversion Shares) may only be resold or otherwise
transferred, after the date hereof, if such Notes (or Conversion Shares) are
registered for sale under the Securities Act or if an exemption from the
registration requirements of the Securities Act is available (including the
exemption afforded by Rule 144A ("Rule 144A") thereunder).

                  The Company has prepared an offering memorandum dated as of
April 19, 2002 setting forth information concerning the Company, the Notes, the
Registration Rights Agreement and the Common Stock. As used in this Agreement,
"Offering Memorandum" means the offering memorandum, as amended or supplemented
by the Company and including all documents incorporated or deemed to be
incorporated by reference therein.

                  The Company and the Initial Purchasers hereby confirm their
agreements as follows:

          Section 1.    Representations and Warranties of the Company

                  The Company hereby represents, warrants and covenants to each
Initial Purchaser as follows:

          (a)     No Registration. Assuming the accuracy of the representations
and warranties of the Initial Purchasers contained in Section 6 and their
compliance with the agreements set forth therein, it is not necessary, in
connection with the issuance and sale of the Notes to the Initial Purchasers,
the Exempt Resales and delivery of the Notes by the Initial Purchasers and the
conversion of the Notes into Conversion Shares, in each case in the manner
contemplated by this Agreement, the Indenture and the Offering Memorandum, to
register the Notes or the Conversion Shares under the Securities Act or to
qualify the Indenture under the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act").

          (b)     No Integration. None of the Company or any of its subsidiaries
has, directly or through any agent, sold, offered for sale, solicited offers to
buy or otherwise negotiated in respect of, any "security" (as defined in the
Securities Act) that is or will be integrated with the sale of the Notes or the
Conversion Shares in a manner that would require registration under the
Securities Act of the Notes or the Conversion Shares.

          (c) Rule 144A. No securities of the same class (within the meaning of
Rule 144A(d)(3) under the Securities Act) as the Notes are listed on any
national securities exchange

                                       -2-

<PAGE>

registered under Section 6 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or quoted on an automated inter-dealer quotation system.

     (d) Offering Memorandum. The Company hereby confirms that it has authorized
the use of the Offering Memorandum in connection with the Exempt Resales of the
Notes by the Initial Purchasers. Each document, if any, filed pursuant to the
Exchange Act and incorporated by reference in the Offering Memorandum, when
filed with the Commission conformed in all material respects to the requirements
of the Exchange Act and the rules and regulations of the Commission thereunder.
The Offering Memorandum does not or will not contain, any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that the Company makes no representation or
warranty as to information contained in or omitted from the Offering Memorandum
in reliance upon and in conformity with written information furnished to the
Company by or on the behalf of the Initial Purchasers specifically for inclusion
therein.

     (e) Authorization of the Purchase Agreement. This Agreement has been duly
authorized, executed and delivered by the Company.

     (f) Authorization of the Indenture, etc. The Indenture has been, or not
later than the First Closing Date will be, duly authorized by the Company and
when duly executed and delivered by the Company (assuming due authorization,
execution and delivery of the Indenture by the Trustee), will constitute a valid
and binding agreement of the Company enforceable against the Company in
accordance with its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
other similar laws relating to or affecting the rights and remedies of creditors
or by general equitable principles (whether considered in a proceeding in equity
or at law); and the Indenture, when executed and delivered by the Company, will
conform in all material respects to the description thereof contained in the
Offering Memorandum.

     (g) Authorization of the Notes, etc. The Notes have been, or not later than
the First Closing Date will be, duly authorized by the Company; when the Notes
are executed, authenticated and issued in accordance with the terms of the
Indenture and delivered to and paid for by the Initial Purchasers pursuant to
this Agreement on the respective Closing Date (assuming due authentication of
the Notes by the Trustee), such Notes will constitute valid and binding
obligations of the Company, entitled to the benefits of the Indenture and
enforceable against the Company in accordance with their terms, except as
enforcement thereof may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other similar laws relating to or
affecting the rights and remedies of creditors or by general equitable
principles (whether considered in a proceeding in equity or at law); and the
Notes will conform at the time of their execution and issuance in all material
respects to the description thereof contained in the Offering Memorandum.

     (h) Authorization of the Conversion Shares. The shares of Common Stock
initially issuable upon conversion of the Notes have been duly authorized and
reserved for issuance upon conversion of the Notes, and, when issued upon
conversion of the Notes in accordance with the

                                       -3-

<PAGE>

terms of the Indenture, will be validly issued, fully paid and non-assessable,
and the issuance of such shares will not be subject to any preemptive or similar
rights.

     (i) Authorization of the Registration Rights Agreement. The Registration
Rights Agreement has been, or not later than the First Closing Date will be,
duly authorized by the Company, and when the Registration Rights Agreement is
duly executed and delivered by the Company (assuming due authorization,
execution and delivery thereof by the Initial Purchasers), it will be a valid
and binding agreement of the Company, enforceable against the Company in
accordance with its terms, except as rights to indemnification or contribution
thereunder may be limited by applicable law, including United States federal or
state securities laws, or the policies underlying such laws, and except as the
enforcement thereof may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other similar laws relating to or
affecting the rights and remedies of creditors or by general equitable
principles and by limitations on the availability of equitable relief, including
specific performance (whether considered in a proceeding in equity or at law).

     (j) No Material Adverse Change. Except as otherwise disclosed or
incorporated by reference in the Offering Memorandum subsequent to the date of
the latest unaudited financial statements included in the Offering Memorandum:
(i) there has been no material adverse change, or any development that could
reasonably be expected to result in a material adverse change, in the condition,
financial or otherwise, or in the earnings, business, operations or prospects,
whether or not arising from transactions in the ordinary course of business, of
the Company and its subsidiaries (as defined in Section 14), considered as one
entity (any such change is called a "Material Adverse Change"); (ii) the Company
and its subsidiaries, considered as one entity, have not incurred any material
liability or obligation, indirect, direct or contingent, not in the ordinary
course of business, nor entered into any material transaction or agreement not
in the ordinary course of business; and (iii) there has been no (A) dividend or
distribution of any kind declared, paid or made by the Company or, except for
dividends paid to the Company or other subsidiaries, by any of its subsidiaries,
on any class of capital stock or (B) repurchase or redemption by the Company or
any of its subsidiaries of any class of capital stock of the Company.

     (k) Independent Accountants. Deloitte & Touche LLP, who have expressed
their opinion with respect to the audited financial statements (which term as
used in this Agreement includes the related notes thereto) included in the
Offering Memorandum, are independent public or certified public accountants as
required by the Securities Act and the Exchange Act.

     (l) Preparation of the Financial Statements. The consolidated financial
statements included or incorporated by reference in the Offering Memorandum
present fairly the consolidated financial position of the Company and its
consolidated subsidiaries as of and at the dates specified therein and the
results of their operations and cash flows for the periods specified therein.
Such financial statements have been prepared in conformity with generally
accepted accounting principles applied on a consistent basis throughout the
periods involved, except to the extent disclosed therein and except, in the case
of unaudited interim financial information, for the absence of footnotes. The
financial information set forth in the Offering Memorandum under the caption
"Capitalization" fairly present in all material respects the information set
forth therein on a basis consistent with that of the audited financial
statements contained or incorporated by

                                       -4-

<PAGE>

reference in the Offering Memorandum. The Company's ratios of earnings to fixed
charges set forth in the Offering Memorandum have been calculated in compliance
with Item 503(d) of Regulation S-K under the Securities Act.

     (m) Incorporation and Good Standing of the Company and its Subsidiaries.
Each of the Company and its subsidiaries has been duly incorporated or organized
and is validly existing as a corporation, limited liability company or limited
partnership in good standing under the laws of the jurisdiction of its
formation; the Company has corporate power and authority to own, lease and
operate its properties and to conduct its business as described in the Offering
Memorandum as currently being conducted and to enter into and perform its
obligations under this Agreement. Each of the Company's subsidiaries has all
requisite power and authority to own or lease its properties and conduct its
business as currently conducted. Each of the Company and its subsidiaries is
duly qualified as a foreign corporation, limited liability company or limited
partnership and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except for such jurisdictions where the
failure so to qualify or to be in good standing would not, individually or in
the aggregate, result in a Material Adverse Change. Exhibit 21.1 (the
"Subsidiary List") to the Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 2001 sets forth all of the Company's subsidiaries as of
the date thereof and their jurisdictions of formation, and no "significant
subsidiary" (as defined in Rule 405 under the Securities Act) has been formed or
acquired by the Company since the date of such Subsidiary List. All of the
issued and outstanding shares of capital stock or similar ownership interest of
each subsidiary of the Company have been duly authorized and validly issued, are
fully paid and nonassessable, except, in the case of limited partner interests
of any subsidiary that is a limited partnership, as such nonassessability may be
affected by the matters specified in Sections 17-303 and 17-607 of the Delaware
Revised Uniform Limited Partnership Act, and, except for directors' qualifying
shares and as indicated on the Subsidiary List, are owned by the Company,
directly or through subsidiaries, free and clear of any security interest,
mortgage, pledge, lien, encumbrance or claim.

     (n) Capitalization and Other Capital Stock Matters. The number of
authorized, issued and outstanding shares of capital stock of the Company is as
set forth in the Offering Memorandum under the caption "Capitalization" (other
than for subsequent issuances, if any, pursuant to employee benefit plans
described in the Offering Memorandum or upon exercise of outstanding options or
warrants described in the Offering Memorandum). The Common Stock conforms in all
material respects to the description thereof contained in the Offering
Memorandum. All of the issued and outstanding shares of Common Stock have been
duly authorized and validly issued and are fully paid and nonassessable, and
have been issued in compliance with federal and state securities laws. None of
the outstanding shares of Common Stock were issued in violation of any
preemptive rights, rights of first refusal or other similar rights to subscribe
for or purchase securities of the Company. There are no authorized or
outstanding options, warrants, preemptive rights, rights of first refusal or
other rights to purchase, or equity or debt securities convertible into or
exchangeable or exercisable for, any capital stock of the Company or any of its
subsidiaries other than those the description(s) of which are included or
incorporated by reference in the Offering Memorandum. The description of the
Company's stock option, stock bonus and other stock plans or arrangements and
the options or other rights granted thereunder or included or incorporated by
reference in the

                                      -5-

<PAGE>

Offering Memorandum accurately and fairly describes and summarizes such plans,
arrangements, options and rights in all material respects.

     (o) Non-Contravention of Existing Instruments; No Further Authorizations or
Approvals Required. Neither the Company nor any of its subsidiaries is in
violation of its charter or by-laws or is in default (or, with the giving of
notice or lapse of time, would be in default) ("Default") under any indenture,
mortgage, loan or credit agreement, note, contract, franchise, lease or other
instrument to which the Company or any of its subsidiaries are parties or by
which the Company or any of its subsidiaries may be bound, or to which any of
the property or assets of the Company or any of its subsidiaries is subject
(each, an "Existing Instrument"), except for such Defaults as would not result
in a Material Adverse Change.

         The Company's execution, delivery and performance of the Operative
Documents and consummation of the transactions contemplated thereby and by the
Offering Memorandum (i) will not result in any violation of the provisions of
the charter or by-laws of the Company or any of its subsidiaries, (ii) will not
constitute a breach or violation of, or Default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any property or assets of
the Company or any of its subsidiaries pursuant to, or require the consent of
any other party to, any Existing Instrument except as would not have a Material
Adverse Change, and (iii) will not result in any violation of any law or
regulation applicable to the Company or any subsidiary or of any decree of any
court or governmental body by which the Company or any subsidiary is bound. No
consent, approval, authorization or other order of, or registration or filing
with, any court or other governmental or regulatory authority or agency is
required for the Company's execution, delivery and performance of the Operative
Documents and consummation of the transactions contemplated thereby and by the
Offering Memorandum, except (1) with respect to the transactions contemplated by
the Registration Rights Agreement, as may be required under the Securities Act,
the Trust Indenture Act and the Rules and Regulations promulgated thereunder and
(2) such as have been or, prior to the First Closing, will be obtained or made
by the Company and will be in full force and effect under the Securities Act,
applicable state securities or blue sky laws and from the NASD.

     (p) No Material Actions or Proceedings. Except as may otherwise be
disclosed or incorporated by reference in the Offering Memorandum, there are no
legal or governmental proceedings pending or, to the Company's knowledge,
threatened against the Company or any of its subsidiaries, where in any such
case (i) there is a reasonable likelihood that such action, suit or proceeding
will be determined adversely to the Company or such subsidiary and (ii) any such
action, suit or proceeding, if so determined adversely, would reasonably be
expected to result in a Material Adverse Change or materially and adversely
affect the consummation of the transactions contemplated by this Agreement.

     (q) Company Not an "Investment Company". The Company has been advised of
the rules and regulations under the Investment Company Act of 1940, as amended
(the "Investment Company Act"). The Company is not and, after receipt of payment
for the Notes and application of the proceeds as described in the Offering
Memorandum, will not be required to register as an "investment company" within
the meaning of Investment Company Act.

                                      -6-

<PAGE>

     (r) No Price Stabilization or Manipulation. The Company has not taken,
directly or indirectly, any action designed to stabilize or manipulate, or that
might be reasonably expected to cause or result in stabilization or manipulation
of, the price of the Notes or the Conversion Shares to facilitate the sale or
Exempt Resales of the Notes.

     (s) No General Solicitation. None of the Company or any of its affiliates
(as defined in Rule 501(b) of Regulation D under the Securities Act ("Regulation
D")) has, directly or through an agent (provided that no representation or
warranty is made as to the Initial Purchasers or any person acting on their
behalf), engaged in any form of general solicitation or general advertising in
connection with the offering of the Notes or the Conversion Shares (as those
terms are used in Regulation D) under the Securities Act or in any manner
involving a public offering within the meaning of Section 4(2) of the Securities
Act; the Company has not entered into any contractual arrangement with respect
to the distribution of the Notes or the Conversion Shares except for this
Agreement, and the Company will not enter into any such arrangement except for
the Registration Rights Agreement and as may be contemplated thereby.

     (t) Company's Accounting System. The Company maintains a system of
accounting controls sufficient to provide reasonable assurances that (i)
transactions are executed in accordance with management's general or specific
authorization; (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with generally accepted accounting
principles as applied in the United States and to maintain accountability for
assets; (iii) access to assets is permitted only in accordance with management's
general or specific authorization; and (iv) the recorded accountability for
assets is compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.

         Any certificate signed by an officer of the Company and delivered to
the Initial Purchasers or to counsel for the Initial Purchasers which contains
representations or warranties shall be deemed to be a representation and
warranty by the Company to each Initial Purchaser as to the matters set forth
therein.

         The Company acknowledges that the Initial Purchasers and, for purposes
of the opinions to be delivered pursuant to Section 5 hereof, counsel to the
Company and counsel to the Initial Purchasers, will rely upon the accuracy and
truthfulness of the foregoing representations and hereby consents to such
reliance.

     Section 2. Purchase, Sale and Delivery of the Notes

     (a) The Firm Notes. On the basis of the representations, warranties and
agreements herein contained, and upon the terms but subject to the conditions
herein set forth, the Company agrees to issue and sell the Firm Notes to the
Initial Purchasers, and the Initial Purchasers agree, severally and not jointly,
to purchase from the Company the respective principal amount of Firm Notes set
forth opposite their names on Schedule A, at a purchase price of 77.494383% of
the aggregate principal amount thereof.

     (b) The First Closing Date. Delivery of the Firm Notes to be purchased by
the Initial Purchasers and payment therefor shall be made at the offices of
Andrews & Kurth L.L.P., 600 Travis Street, Suite 4200, Houston, Texas (or such
other place as may be agreed to by the

                                       -7-

<PAGE>

Company and the Initial Purchasers) at 9:00 a.m. Houston time, on April 24,
2002, which date and time may be postponed by agreement between the Company and
the Initial Purchasers (the time and date of such closing are called the "First
Closing Date").

     (c) The Optional Notes; the Second Closing Date. In addition, on the basis
of the representations, warranties and agreements herein contained, and upon the
terms but subject to the conditions herein set forth, the Company hereby grants
an option to the Initial Purchasers to purchase, severally and not jointly, up
to $67,350,000 aggregate principal amount of Optional Notes from the Company at
the same purchase price as the purchase price to be paid by the Initial
Purchasers for the Firm Notes. The option granted hereunder may be exercised
only once and (i) only to cover overallotments in the sale of Notes by the
Initial Purchasers and (ii) only upon written notice by the Initial Purchasers
to the Company, which notice may be given at any time within 30 days from the
date of this Agreement. Such notice shall set forth (1) the amount (which shall
be an integral multiple of $1,000 in aggregate principal amount) of Optional
Notes as to which the Initial Purchasers are exercising the option, (2) the
names and denominations in which the Optional Notes are to be registered and (3)
the time, date and place at which such Notes will be delivered (which time and
date may be simultaneous with, but not earlier than, the First Closing Date; and
in such case the term "First Closing Date" shall refer to the time and date of
delivery of the Firm Notes and the Optional Notes). Such time and date of
delivery, if subsequent to the First Closing Date, is called the "Second Closing
Date" and shall be determined by the Initial Purchasers, subject to the
requirements set forth herein. Such date may be the same as the First Closing
Date but not earlier than the First Closing Date nor earlier than three, nor
later than 10, business days after the date of such notice. If any Optional
Notes are to be purchased, each Initial Purchaser agrees, severally and not
jointly, to purchase the principal amount of Optional Notes (subject to such
adjustments to eliminate fractional amounts as the Initial Purchasers may
determine) that bears the same proportion to the total principal amount of
Optional Notes to be purchased as the principal amount of Firm Notes set forth
on Schedule A opposite the name of such Initial Purchaser bears to the total
principal amount of Firm Notes. The Initial Purchasers may cancel the option at
any time prior to its expiration by giving irrevocable written notice of such
cancellation to the Company.

     (d) Payment for the Notes. Payment for the Notes shall be made at the First
Closing Date (and, if applicable, at the Second Closing Date) by wire transfer
of immediately available funds to the order of the Company.

         It is understood that the Initial Purchasers have been authorized, for
their own account, to accept delivery of and receipt for, and make payment of
the purchase price for, the Firm Notes and any Optional Notes the Initial
Purchasers have agreed to purchase.

     (e) Delivery of the Notes. The Company shall deliver, or cause to be
delivered, as hereafter provided, to the Initial Purchasers for the accounts of
the Initial Purchasers the Firm Notes at the First Closing Date, against payment
of the purchase price therefor by wire transfer of immediately available funds.
The Company shall also deliver, or cause to be delivered, to the Initial
Purchasers for the accounts of the Initial Purchasers, the Optional Notes the
Initial Purchasers have agreed to purchase at the First Closing Date or the
Second Closing Date, as the case may be, against payment of the purchase price
therefor by a wire transfer of immediately available funds. The Notes shall be
delivered in one or more global Notes, registered in the name

                                      -8-

<PAGE>

of Cede & Co., as nominee for The Depositary Trust Company ("DTC"), having an
aggregate principal amount corresponding to the aggregate principal amount of
the Notes (collectively, the "Global Notes") or otherwise registered in such
names and denominations as the Initial Purchasers shall have requested at least
two full business days prior to the First Closing Date (or the Second Closing
Date, as the case may be) and shall be made available for inspection on the
business day preceding the First Closing Date (or the Second Closing Date, as
the case may be) at a location in New York City as the Initial Purchasers may
designate. Time shall be of the essence, and delivery at the time and place
specified in this Agreement is a further condition to the obligations of the
Initial Purchasers.

     Section 3. Additional Covenants of the Company

         The Company further covenants and agrees with each Initial Purchaser as
follows:

     (a) Initial Purchasers' Review of Proposed Amendments and Supplements.
During the period beginning on the date hereof and ending on the date which is
the earlier of nine months after the date hereof and the completion of the
Exempt Resales of the Notes by the Initial Purchasers (as notified by the
Initial Purchasers to the Company), the Company shall, prior to amending or
supplementing the Offering Memorandum, furnish to the Initial Purchasers for
review a copy of each such proposed amendment or supplement, and the Company
shall not print or distribute such proposed amendment or supplement to which the
Initial Purchasers reasonably object within a reasonable time, but in any event
not longer than three business days after being furnished a copy of such
amendment or supplement.

     (b) Amendments and Supplements to the Offering Memorandum and Other
Securities Act Matters. If, at any time prior to the earlier of nine months
after the date hereof and the completion of the Exempt Resales of the Notes by
the Initial Purchasers (as notified by the Initial Purchasers to the Company),
any event shall occur or condition exist as a result of which it is necessary to
amend or supplement the Offering Memorandum in order that the Offering
Memorandum will not include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, or if in
the opinion of the Initial Purchasers or counsel for the Initial Purchasers
(which opinion is promptly communicated to the Company) it is otherwise
necessary to amend or supplement the Offering Memorandum to comply with law, the
Company shall promptly notify the Initial Purchasers and prepare, subject to
Section 3(a) hereof, an appropriate amendment or supplement so that, at the time
the Offering Memorandum is delivered to prospective Eligible Purchasers, (i) the
statements in the Offering Memorandum, as so amended or supplemented, in the
light of the circumstances under which they were made will not be misleading,
and (ii) the Offering Memorandum will comply with applicable law.

     (c) Documents to be Incorporated by Reference. Each document, if any, filed
pursuant to the Exchange Act on or after the date of this Agreement and
incorporated by reference in the Offering Memorandum will comply when it is
filed in all material respects to the requirements of the Exchange Act and the
Rules and Regulations of the Commission thereunder.

     (d) Copies of Offering Memorandum. The Company agrees to furnish the
Initial Purchasers, without charge, until the earlier of nine months after the
date hereof or the

                                      -9-

<PAGE>

completion of the Exempt Resales of the Notes by the Initial Purchasers (as
notified by the Initial Purchasers to the Company) as many copies of the
Offering Memorandum and any amendments and supplements thereto as the Initial
Purchasers may reasonably request for internal use and for distribution to
prospective Eligible Purchasers.

     (e) Qualification of the Indenture. The Indenture, upon the effectiveness
of the Registration Statement, will be qualified under the Trust Indenture Act.

     (f) Blue Sky Compliance. The Company shall use its reasonable commercial
efforts to cooperate with the Initial Purchasers and counsel for the Initial
Purchasers, as the Initial Purchasers may reasonably request from time to time,
to qualify or register the Notes for sale under (or obtain exemptions from the
application of) the state securities or blue sky laws or Canadian provincial
securities laws or other foreign laws of those jurisdictions designated by the
Initial Purchasers, to comply with such laws and continue such qualifications,
registrations and exemptions in effect so long as required for the resale of the
Notes. The Company shall not be required to qualify as a foreign corporation or
to take any action that would subject it to general service of process in any
such jurisdiction where it is not presently qualified or where such
qualification would be subject to taxation.

     (g) Rule 144A Information. For so long as any of the Notes are "restricted
securities" within the meaning of Rule 144(a)(3) under the Securities Act, the
Company shall make available to any holder of the Notes or to any prospective
purchaser of the Notes designated by any holder, upon request of such holder or
prospective purchaser, information required to be provided by Rule 144A(d)(4) of
the Securities Act if, at the time of such request, the Company is not subject
to the reporting requirements under Section 13 or 15(d) of the Exchange Act.

     (h) Legends. Each of the Notes will bear, to the extent applicable, the
legend contained in "Transfer Restrictions" in the Offering Memorandum for the
time period and upon the other terms stated therein.

     (i) No General Solicitation. Except following the effectiveness of the
Shelf Registration Statement (as defined in the Registration Rights Agreement),
the Company will not, and will not permit its subsidiaries to, solicit any offer
to buy or offer to sell the Notes by means of any form of general solicitation
or general advertising (as those terms are used in Regulation D under the
Securities Act) or in any manner involving a public offering within the meaning
of Section 4(2) of the Securities Act.

     (j) No Integration. The Company will not, and will not permit its
subsidiaries to, sell, offer for sale or solicit offers to buy or otherwise
negotiate in respect of, any "security" (as defined in the Securities Act) in a
transaction that would be integrated with the sale of the Notes in a manner that
would require the registration under the Securities Act of the sale to the
Initial Purchasers or the Eligible Purchasers of the Notes.

     (k) Rule 144 Tolling. During the period of two years after the last Closing
Date, the Company will not, and will not permit any of its "affiliates" (as
defined in Rule 144 under the Securities Act) to, resell any of the Notes which
constitute "restricted securities" under Rule 144 that have been reacquired by
any of them.

                                      -10-

<PAGE>

     (l) Use of Proceeds. The Company shall apply the net proceeds from the sale
of the Notes sold by it in the manner described under the caption "Use of
Proceeds" in the Offering Memorandum.

     (m) DTC Approval. The Company shall obtain the approval of DTC for
"book-entry" transfer of the Notes and shall comply with its agreements set
forth in the letter of representations of the Company to DTC relating to the
approval of the Notes by DTC for "book-entry" transfer.

     (n) Company to Provide Interim Financial Statements. Prior to the Closing
Date, the Company will furnish the Initial Purchasers, as soon as they have been
prepared by or are available to the Company, a copy of any unaudited interim
financial statements of the Company for any period subsequent to the period
covered by the most recent financial statements appearing in the Offering
Memorandum.

     (o) Agreement Not to Offer or Sell Additional Securities. During the period
commencing on the date hereof and ending on the 90th day following the date of
the Offering Memorandum, the Company will not, without the prior written consent
of the Initial Purchasers (which consent shall not unreasonably be withheld or
delayed), directly or indirectly, sell, offer, contract or grant any option to
sell, pledge, transfer or establish an open "put equivalent position" within the
meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or
transfer, or announce the offering of, or file any registration statement under
the Securities Act in respect of, any shares of Common Stock, options or
warrants to acquire shares of Common Stock or securities exchangeable or
exercisable for or convertible into shares of Common Stock (other than as
contemplated by this Agreement or the Registration Rights Agreement with respect
to the Notes); provided, however, that the Company may issue shares of its
Common Stock or options to purchase its Common Stock, or Common Stock upon
exercise of options, pursuant to any stock option, stock bonus or other stock
plan or arrangement existing on the date hereof; and provided further that
nothing in this Section 3(o) shall be deemed to limit in any manner the
Company's right to issue Common Stock or securities convertible into Common
Stock as consideration for the acquisition of the assets or equity interests of
any other entity, including by way of merger, consolidation, amalgamation or
similar event.

     (p) Listing of Conversion Shares. The Company will use its reasonable
commercial efforts to have the Conversion Shares approved for listing (subject
to notice of issuance) by the New York Stock Exchange ("NYSE") prior to the
effectiveness of the Registration Statement.

     Section 4. Payment of Expenses

         The Company agrees to pay all costs, fees and expenses incurred in
connection with the performance of its obligations hereunder and in connection
with the transactions contemplated hereby, including, without limitation (i) all
expenses incident to the issuance and delivery of the Notes (including all
printing and engraving costs), (ii) all fees and expenses of the Trustee under
the Indenture, (iii) all necessary issue, transfer and other stamp taxes in
connection with the issuance and sale of the Notes to the Initial Purchasers,
(iv) all fees and expenses of the Company's counsel, independent public or
certified public accountants and other advisors, (v) all costs and expenses
incurred in connection with the preparation, printing, shipping and

                                      -11-

<PAGE>

distribution of the Offering Memorandum and all amendments and supplements
thereto, (vi) all filing fees, reasonable attorneys' fees and expenses incurred
by the Company or the Initial Purchasers in connection with qualifying or
registering (or obtaining exemptions from the qualification or registration of)
all or any part of the Notes for offer and sale under the state securities or
blue sky laws or the provincial securities laws of Canada, and, if requested by
the Initial Purchasers, preparing and printing a "Blue Sky Survey" or
memorandum, and any supplements thereto, advising the Initial Purchasers of such
qualifications, registrations and exemptions, (vii) the expenses of the Company
in connection with the marketing and offering of the Notes, (viii) the fees and
expenses associated with including the Conversion Shares for listing on the
NYSE, (ix) all fees and expenses of the Company in connection with approval of
the Notes by DTC for "book-entry" transfer and (x) all expenses and fees in
connection with any application for inclusion of the Notes for trading in the
PORTAL Market, provided, however, that, except as provided in this Section 4,
Section 7 and Section 10 hereof, the Initial Purchasers shall pay their own
costs and expenses, including the fees and disbursements of their counsel and
any transfer taxes on the Notes which they may sell.

     Section 5. Conditions of the Obligations of the Initial Purchasers

         The obligations of the Initial Purchasers to purchase and pay for the
Notes as provided herein on the First Closing Date and, with respect to the
Optional Notes, the Second Closing Date, shall be subject to the accuracy of the
representations and warranties on the part of the Company set forth in Section 1
hereof as of the date hereof and as of the First Closing Date as though then
made and, with respect to the Optional Notes, as of the Second Closing Date as
though then made, to the timely performance by the Company of its covenants and
other obligations hereunder, and to each of the following additional conditions:

     (a) Accountants' Comfort Letter. On the First Closing Date, the Initial
Purchasers shall have received from Deloitte & Touche, LLP, independent public
or certified public accountants for the Company, a letter dated the First
Closing Date addressed to the Initial Purchasers, in form and substance
satisfactory to the Initial Purchasers, setting forth the conclusions and
findings of such firm with respect to the financial information, operating data
and other information of the type ordinarily included in accountants' "comfort
letters" to underwriters in connection with registered public offerings,
delivered according to Statement of Auditing Standards No. 72 (or any successor
bulletin).

     (b) No Material Adverse Change or Rating Agency Change. For the period from
and after the date of this Agreement and prior to the First Closing Date and,
with respect to the Optional Notes, the Second Closing Date:

         (i)  in the reasonable judgment of the Initial Purchasers there shall
not have occurred any Material Adverse Change;

         (ii) (A) no downgrading shall have occurred in the rating accorded the
Company's debt securities by any "nationally recognized statistical rating
organization," as that term is defined by the Commission for purposes of Rule
436(g)(2) of the rules and regulations of the Commission under the Securities
Act, and (B) no such organization shall have publicly

                                      -12-

<PAGE>

announced that it has under surveillance or review, with negative implications,
its rating of any of the Company's debt securities.

     (c) Opinion of Counsel for the Company. On the First Closing Date, the
Initial Purchasers shall have received an opinion of Andrews & Kurth L.L.P.,
counsel for the Company, dated as of such Closing Date, in form and substance
satisfactory in the reasonable judgment of the Initial Purchasers.

     (d) Opinion of General Counsel of the Company. On the First Closing Date,
the Initial Purchasers shall have received the favorable opinion of the General
Counsel of the Company, dated as of such Closing Date, in form and substance
satisfactory in the reasonable judgment of the Initial Purchasers.

     (e) Opinion of Counsel for the Initial Purchasers. On the First Closing
Date, the Initial Purchasers shall have received the favorable opinion of Sidley
Austin Brown & Wood LLP, counsel for the Initial Purchasers, dated as of such
Closing Date, in form and substance satisfactory in the reasonable judgment of
the Initial Purchasers.

     (f) Officers' Certificate. On each of the First Closing Date and the Second
Closing Date, the Initial Purchasers shall have received a written certificate
executed by (i) any of the Chairman of the Board, Chief Executive Officer or
President of the Company and (ii) either of the Chief Financial Officer or Chief
Accounting Officer of the Company, dated as of such Closing Date, to the effect
that:

         (i)   for the period from and after the date of this Agreement and
prior to such Closing Date, there has not occurred any Material Adverse Change;

         (ii)  the representations, warranties and covenants of the Company set
forth in Section 1 of this Agreement are true and correct with the same force
and effect as though expressly made on and as of such Closing Date; and

         (iii) the Company has performed or complied with all the agreements
hereunder and satisfied all the conditions to be performed or satisfied by it
hereunder at or prior to such Closing Date.

     (g) Bring-Down Comfort Letter. On the Second Closing Date, the Initial
Purchasers shall have received from Deloitte & Touche, LLP, independent public
or certified public accountants for the Company, a letter dated the Second
Closing Date, substantially in the same form and substance as the letter
furnished to the Initial Purchasers pursuant to Section 5(a) hereof, except that
the specified date referred to therein for the carrying out of procedures shall
be no more than three business days prior to the Second Closing Date.

     (h) Registration Rights Agreement. The Company and the Initial Purchasers
shall have executed and delivered the Registration Rights Agreement, and the
Registration Rights Agreement shall be in full force and effect.

                                      -13-

<PAGE>

     (i)  PORTAL Designation. The Notes shall have been designated
PORTAL-eligible securities in accordance with the rules and regulations of the
National Association of Securities Dealers, Inc.

     (j)  Additional Documents. On or before each of the First Closing Date and
the Second Closing Date, the Initial Purchasers and counsel for the Initial
Purchasers shall have received such information, documents and opinions as they
may reasonably require for the purposes of enabling them to pass upon the
issuance and sale of the Notes as contemplated herein or the satisfaction of any
of the conditions or agreements herein contained.

          If any condition specified in this Section 5 is not satisfied when and
as required to be satisfied, this Agreement may be terminated by the Initial
Purchasers by notice to the Company at any time on or prior to the First Closing
Date and, with respect to the Optional Notes, at any time prior to the Second
Closing Date, which termination shall be without liability on the part of any
party to any other party, except that Section 4, Section 7, Section 8 and
Section 9 shall at all times be effective and shall survive such termination.

     Section 6. Representations, Warranties and Agreements of Initial Purchasers

          Each of the Initial Purchasers represents and warrants that it is a
"qualified institutional buyer," as defined in Rule 144A of the Securities Act.
Each Initial Purchaser agrees with the Company that:

          (a) The Notes and the Conversion Shares have not been, and will not
     be, registered under the Securities Act in connection with the initial
     offering of the Notes.

          (b) The Initial Purchasers are purchasing the Notes pursuant to a
     private sale exemption from registration under the Securities Act.

          (c) The Notes have not been and will not be offered or sold by such
     Initial Purchaser or its affiliates except in accordance with Rule 144A;
     and the Initial Purchasers will effect such offers and sales only in
     compliance with all applicable securities laws in any jurisdiction in which
     the Initial Purchasers effect such offers or sales.

          (d) The Initial Purchasers will not offer or sell the Notes in the
     United States by means of any form of general solicitation or general
     advertising within the meaning of Rule 502(c) of Regulation D, including
     (i) any advertisement, article, notice or other communication published in
     any newspaper, magazine or similar medium or broadcast over television or
     radio, or (ii) any seminar or meeting whose attendees have been invited by
     any general solicitation or general advertising in the United States.

          (e) The Initial Purchasers have not offered or sold, and will not
     offer or sell, any Notes except to persons whom they reasonably believe to
     be QIBs.

     Section 7. Reimbursement of Initial Purchasers' Expenses

          If this Agreement is terminated by the Initial Purchasers pursuant to
Section 5 or Section 10, or if the sale to the Initial Purchasers of the Notes
on the First Closing Date is not

                                      -14-

<PAGE>

consummated because of any refusal, inability or failure on the part of the
Company to perform any agreement herein or to comply with any provision hereof,
the Company agrees to reimburse the Initial Purchasers severally upon demand for
all out-of-pocket expenses that shall have been reasonably incurred by the
Initial Purchasers in connection with the proposed purchase and the offering and
sale of the Notes, including but not limited to, fees and disbursements of
counsel, printing expenses, travel expenses, postage, facsimile and telephone
charges.

     Section 8. Indemnification

     (a) Indemnification of the Initial Purchasers. The Company agrees (i) to
indemnify and hold harmless each Initial Purchaser, its officers and employees,
and each person, if any, who controls any Initial Purchaser within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act against
any loss, claim, damage, liability or expense, as incurred, to which such
Initial Purchaser or such controlling person may become subject, under the
Securities Act, the Exchange Act or other federal or state statutory law or
regulation, or at common law or otherwise (including in settlement of any
litigation, if such settlement is effected with the written consent of the
Company), insofar as such loss, claim, damage, liability or expense (or actions
in respect thereof as contemplated below) arises out of or is based (A) upon any
untrue statement or alleged untrue statement of a material fact contained in the
Offering Memorandum (or any amendment or supplement thereto), or the omission or
alleged omission therefrom of a material fact, in each case, necessary to make
the statements therein not misleading; or (B) on any act or failure to act or
any alleged act or failure to act by any Initial Purchaser in connection with,
or relating in any manner to, the Notes or the offering contemplated hereby, and
which is included as part of or referred to in any loss, claim, damage,
liability, expense or action arising out of or based upon any matter covered by
clause (A) above, provided that the Company shall not be liable under this
clause (B) to the extent that a court of competent jurisdiction shall have
determined by a final judgment that such loss, claim, damage, liability, expense
or action resulted directly from any such acts or failures to act undertaken or
omitted to be taken by such Initial Purchaser through its gross negligence or
willful misconduct, and (ii) to reimburse each Initial Purchaser and each such
controlling person for any and all expenses (including the fees and
disbursements of counsel chosen by the Initial Purchasers) as such expenses are
reasonably incurred by such Initial Purchaser or such controlling person in
connection with investigating, defending, settling, compromising or paying any
such loss, claim, damage, liability, expense or action; provided, however, that
the foregoing indemnity agreement shall not apply to any loss, claim, damage,
liability or expense to the extent, but only to the extent, arising out of or
based upon any untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and in conformity with written
information furnished to the Company by the Initial Purchasers expressly for use
in the Offering Memorandum (or any amendment or supplement thereto). The
indemnity agreement set forth in this Section 8(a) shall be in addition to any
liabilities that the Company may otherwise have.

     (b) Indemnification of the Company, its Directors and Officers. Each
Initial Purchaser agrees, severally and not jointly, to indemnify and hold
harmless the Company, each of its directors, each of its officers and each
person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, against any loss, claim,
damage, liability or expense, as incurred, to which the Company, or any such
director, officer or controlling person may become subject, under the Securities
Act, the Exchange Act, or

                                      -15-

<PAGE>

other federal or state statutory law or regulation, or at common law or
otherwise (including in settlement of any litigation, if such settlement is
effected with the written consent of such Initial Purchaser), insofar as such
loss, claim, damage, liability or expense (or actions in respect thereof as
contemplated below) arises out of or is based upon any untrue or alleged untrue
statement of a material fact contained in the Offering Memorandum (or any
amendment or supplement thereto), or arises out of or is based upon the omission
or alleged omission to state therein a material fact necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in the Offering Memorandum (or any amendment or
supplement thereto), in reliance upon and in conformity with written information
furnished to the Company by the Initial Purchasers expressly for use therein;
and to reimburse the Company, or any such director, officer or controlling
person for any legal and other expense reasonably incurred by the Company, or
any such director, officer or controlling person in connection with
investigating, defending, settling, compromising or paying any such loss, claim,
damage, liability, expense or action. The Company hereby acknowledges that the
only information that the Initial Purchasers have furnished to the Company
expressly for use in the Offering Memorandum (or any amendment or supplement
thereto) are the statements set forth in Schedule B; and the Initial Purchasers
confirm that such statements are correct. The indemnity agreement set forth in
this Section 8(b) shall be in addition to any liabilities that each Initial
Purchaser may otherwise have.

     (c) Notifications and Other Indemnification Procedures. Promptly after
receipt by an indemnified party under this Section 8 of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof may be made against an indemnifying party under this Section 8, notify
the indemnifying party in writing of the commencement thereof, but the omission
so to notify the indemnifying party will not relieve it from any liability which
it may have to any indemnified party for contribution or otherwise under the
indemnity agreement contained in this Section 8 or to the extent it is not
prejudiced as a proximate result of such failure. In case any such action is
brought against any indemnified party and such indemnified party seeks or
intends to seek indemnity from an indemnifying party, the indemnifying party
will be entitled to participate in, and to the extent that it shall elect by
written notice delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume, jointly with all other
indemnifying parties similarly notified, the defense thereof with counsel
reasonably satisfactory to such indemnified party; provided, however, if the
defendants in any such action include both the indemnified party and the
indemnifying party, and the indemnified party shall have reasonably concluded
that a conflict may arise between the positions of the indemnifying party and
the indemnified party in conducting the defense of any such action or that there
may be legal defenses available to it and/or other indemnified parties which are
different from or additional to those available to the indemnifying party, the
indemnified party shall have the right to select separate counsel to assume such
legal defenses and to otherwise participate in the defense of such action on
behalf of such indemnified party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of such indemnifying party's
election so to assume the defense of such action and approval by the indemnified
party of counsel, the indemnifying party will not be liable to such indemnified
party under this Section 8 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more

                                      -16-

<PAGE>

than one separate counsel (together with local counsel), approved by the
indemnifying party (the Initial Purchasers in the case of Section 8(b) and
Section 9), representing the indemnified parties who are parties to such action)
or (ii) the indemnifying party shall not have employed counsel reasonably
satisfactory to the indemnified party to represent the indemnifying party within
a reasonable time after notice of commencement of the action, in each of which
cases the fees and expenses of counsel reasonably incurred shall be at the
expense of the indemnifying party.

     (d) Settlements. The indemnifying party under this Section 8 shall not be
liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there is a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
against any loss or liability by reason of such settlement or judgment in
accordance with the foregoing provisions of this Section 8. Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by Section 8(c) hereof, the indemnifying party agrees
that it shall be liable for any settlement of any proceeding effected without
its written consent if (i) such settlement is entered into more than 45 days
after receipt by such indemnifying party of the aforesaid request and (ii) such
indemnifying party shall not have reimbursed the indemnified party in accordance
with such request prior to the date of such settlement. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement, compromise or consent to the entry of judgment in any pending or
threatened action, suit or proceeding in respect of which any indemnified party
is or could have been a party and indemnity was or could have been sought
hereunder by such indemnified party, unless such settlement, compromise or
consent (x) includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such action, suit or
proceeding and (y) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.

     Section 9. Contribution

         If the indemnification provided for in Section 8 is for any reason held
to be unavailable to or otherwise insufficient to hold harmless an indemnified
party under Section 8 in respect of any losses, claims, damages, liabilities or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount paid or payable by such indemnified party, as incurred, as
a result of any losses, claims, damages, liabilities or expenses referred to
therein (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company, on the one hand, and the Initial Purchasers,
on the other hand, from the offering of the Notes pursuant to this Agreement or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company, on the one hand, and the Initial Purchasers, on the other hand, in
connection with the statements or omissions or inaccuracies in the
representations and warranties herein which resulted in such losses, claims,
damages, liabilities or expenses, as well as any other relevant equitable
considerations. The relative benefits received by the Company, on the one hand,
and the Initial Purchasers, on the other hand, in connection with the offering
of the Notes pursuant to this Agreement shall be deemed to be in the same
respective proportions as the total net proceeds from the offering of the Notes
pursuant to this Agreement (before deducting expenses) received by the Company,
and the total discount received by the Initial Purchasers bear to the aggregate

                                      -17-

<PAGE>

initial offering price of the Notes. The relative fault of the Company, on the
one hand, and the Initial Purchasers, on the other hand, shall be determined by
reference to, among other things, whether any such untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact or any such inaccurate or alleged inaccurate representation or warranty
relates to information supplied by the Company, on the one hand, or the Initial
Purchasers, on the other hand, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

         The amount paid or payable by a party as a result of the losses,claims,
damages, liabilities or expenses referred to above shall be deemed to include,
subject to the limitations set forth in Section 8(c), any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or
defending any action or claim. The provisions set forth in Section 8(c) with
respect to notice of commencement of any action shall apply if a claim for
contribution is to be made under this Section 9; provided, however, that no
additional notice shall be required with respect to any action for which notice
has been given under Section 8(c) for purposes of indemnification.

         The Company and the Initial Purchasers agree that it would not be just
and equitable if contribution pursuant to this Section 9 were determined by pro
rata allocation (even if the Initial Purchasers were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to in this Section 9.

         Notwithstanding the provisions of this Section 9, no Initial Purchaser
shall be required to contribute any amount in excess of the amount by which the
total price at which the Notes purchased by it and distributed to investors were
offered to investors exceeds the amount of any damages which such Initial
Purchaser has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Initial Purchasers' obligations to contribute
pursuant to this Section 9 are several, and not joint, in proportion to their
respective commitments as set forth opposite their names in Schedule A. For
purposes of this Section 9, each officer and employee of an Initial Purchaser
and each person, if any, who controls an Initial Purchaser within the meaning of
the Securities Act and the Exchange Act shall have the same rights to
contribution as such Initial Purchaser, and each director of the Company, each
officer of the Company, and each person, if any, who controls the Company within
the meaning of the Securities Act and the Exchange Act shall have the same
rights to contribution as the Company.

     Section 10. Termination of this Agreement

         On or prior to the First Closing Date, this Agreement may be terminated
by the Initial Purchasers by notice given to the Company if at any time after
the date hereof (i) trading or quotation in any of the Company's securities
shall have been suspended or limited by the Commission or by the NYSE, or
trading in securities generally on either the Nasdaq Stock Market or the NYSE
shall have been suspended or limited, or minimum or maximum prices shall have
been generally established on any of such stock exchanges by the Commission or
the

                                      -18-

<PAGE>

NASD; (ii) a general banking moratorium shall have been declared by any federal,
New York or California authority; (iii) there shall have occurred any outbreak
or substantial escalation beyond conditions existing at the date of this
Agreement of national or international hostilities or any crisis or calamity, or
any change in the United States or international financial markets, or any
substantial change or development involving a prospective substantial change in
United States' or international political, financial or economic conditions, as
in the reasonable judgment of the Initial Purchasers is in each case material
and adverse and makes it impracticable or inadvisable to market the Notes in the
manner and on the terms described in the Offering Memorandum or to enforce
contracts for the sale of securities; or (iv) in the judgment of the Initial
Purchasers there shall have occurred any Material Adverse Change. Any
termination pursuant to this Section 10 shall be without liability on the part
of (a) the Company to any Initial Purchaser, except that the Company shall be
obligated to reimburse the expenses of the Initial Purchasers pursuant to
Sections 4 and 7 hereof, (b) any Initial Purchaser to the Company, or (c) of any
party hereto to any other party, except that the provisions of Section 8 and
Section 9 shall at all times be effective and shall survive such termination.

     Section 11. Representations and Indemnities to Survive Delivery

         The respective indemnities, contribution, agreements, representations,
warranties and other statements of the Company, of its officers and of the
several Initial Purchasers set forth in or made pursuant to this Agreement shall
remain operative and in full force and effect (in the case of representations
and warranties, they shall speak only as of the date on which such
representations or warranties were made, pursuant to the terms of this
Agreement), regardless of (i) any investigation, or statement as to the result
hereof, made by or on behalf of any Initial Purchaser or the Company or any of
its or their partners, officers or directors or any controlling person, as the
case may be and (ii) acceptance of the Notes and payment for them hereunder. The
respective indemnities, contribution, agreements, representations, warranties
and other statements of the Company, of its officers and of the Initial
Purchasers set forth in or made pursuant to Sections (1), (4), (7), (8), (9),
(12), (13), (14), (15), (16) and (17) of this Agreement shall survive the
termination of this Agreement and remain operative and in full force and effect
(in the case of representations and warranties, they shall speak only as of the
date on which such representations or warranties were made, pursuant to the
terms of this Agreement). Nothing in this Section 11 is intended to effect any
applicable statute of limitations.

     Section 12. Notices

         All communications hereunder shall be in writing and shall be mailed,
hand delivered or telecopied and confirmed to the parties hereto as follows:

         If to the Initial Purchasers:

         Banc of America Securities LLC
         9 West 57/th/ Street
         New York, New York 10019
         Facsimile: (212) 583-8457
         Attention: Eric Hambleton

                                      -19-

<PAGE>

                  with a copy to:

                  Merrill Lynch & Co., Inc.
                  1221 McKinney, Suite 2700
                  Houston, Texas 77010
                  Facsimile: (713) 759-2543
                  Attention: Aaron R. Hoover

                  If to the Company:

                  BJ Services Company
                  5500 Northwest Central Drive
                  Houston, Texas 77092
                  Attention: T. M. Whichard, Vice President and Treasurer
                  Tel.: (713) 895-5847
                  Fax: (713) 895-5420

                  With a copy to:

                  Andrews & Kurth L.L.P.
                  4200 Chase Tower
                  Houston, Texas 77002
                  Attention: Doris Rodriguez, Esq.
                  Tel.: (713) 220-4258
                  Fax: (713) 238-7185

Any party hereto may change the address for receipt of communications by giving
written notice to the others.

     Section 13. Successors

                  This Agreement will inure to the benefit of and be binding
upon the parties hereto and to the benefit of the employees, officers and
directors and controlling persons referred to in Section 8 and Section 9, and in
each case their respective successors, and no other person will have any legal
or equitable right, benefit, remedy or claim, or any obligation, hereunder. The
term "successors" shall not include any purchaser of the Notes as such from any
of the Initial Purchasers merely by reason of such purchase.

     Section 14. Definition of the Terms "Business Day" and "Subsidiary"

                  For purposes of this Agreement, (a) "business day" means each
Monday, Tuesday, Wednesday, Thursday or Friday which is not a day on which
banking institutions in New York are generally authorized or obligated by law or
executive order to close and (b) "subsidiary" has the meaning set forth in Rule
405 of the rules and regulations of the Commission under the Securities Act.

                                      -20-

<PAGE>

     Section 15. Partial Unenforceability

         The invalidity or unenforceability of any Section, paragraph or
provision of this Agreement shall not affect the validity or enforceability of
any other Section, paragraph or provision hereof. If any Section, paragraph or
provision of this Agreement is for any reason determined to be invalid or
unenforceable, there shall be deemed to be made such minor changes (and only
such minor changes) as are necessary to make it valid and enforceable.

     Section 16. Governing Law Provisions

     (a) Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York.

     (b) Consent to Jurisdiction. Any legal suit, action or proceeding arising
out of or based upon this Agreement or the transactions contemplated hereby
("Related Proceedings") may be instituted in the federal courts of the United
States of America located in the City and County of New York or the courts of
the State of New York in each case located in the City and County of New York
(collectively, the "Specified Courts"), and each party irrevocably submits to
the exclusive jurisdiction (except for proceedings instituted in regard to the
enforcement of a judgment of any such court (a "Related Judgment"), as to which
such jurisdiction is nonexclusive) of such courts in any such suit, action or
proceeding. Service of any process, summons, notice or document by mail to such
party's address set forth above shall be effective service of process for any
suit, action or other proceeding brought in any such court. The parties
irrevocably and unconditionally waive any objection to the laying of venue of
any suit, action or other proceeding in the Specified Courts and irrevocably and
unconditionally waive and agree not to plead or claim in any such court that any
such suit, action or other proceeding brought in any such court has been brought
in an inconvenient forum. Each party not located in the United States
irrevocably appoints CT Corporation System, which currently maintains a New York
office at 111 Eighth Avenue, 13th Floor, New York, New York 10011, United States
of America, as its agent to receive service of process or other legal summons
for purposes of any such suit, action or proceeding that may be instituted in
any state or federal court in the City and County of New York.

     Section 17. General Provisions

         This Agreement constitutes the entire agreement of the parties to this
Agreement and supersedes all prior written or oral and all contemporaneous oral
agreements, understandings and negotiations with respect to the subject matter
hereof. This Agreement may be executed in one or more counterparts, each one of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Agreement may not be amended or
modified except in a writing signed by all of the parties hereto. The Table of
Contents and the Section headings herein are for the convenience of the parties
only and shall not affect the construction or interpretation of this Agreement.

         Each of the parties hereto acknowledges that it is a sophisticated
business person who was adequately represented by counsel during negotiations
regarding the provisions hereof, including, without limitation, the
indemnification provisions of Section 8 and the contribution

                                      -21-

<PAGE>

provisions of Section 9, and is fully informed regarding said provisions. Each
of the parties hereto further acknowledges that the provisions of Sections 8 and
9 hereto fairly allocate the risks in light of the ability of the parties to
investigate the Company, its affairs and its business in order to assure that
adequate disclosure has been made in the Offering Memorandum (and any amendments
and supplements thereto), as required by the Securities Act and the Exchange
Act.

                  [Remainder of Page Intentionally Left Blank]

                                      -22-

<PAGE>

         If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to the Company the enclosed copies hereof,
whereupon this instrument, along with all counterparts hereof, shall become a
binding agreement in accordance with its terms.

                                 Very truly yours,

                                 BJ SERVICES COMPANY

                                 By: /s/ T. M. Whichard
                                    -------------------------------------------
                                    T. M. Whichard, Vice President and Treasurer


         The foregoing Purchase Agreement is hereby confirmed and accepted by
the Initial Purchasers as of the date first above written.


BANC OF AMERICA SECURITIES LLC

By:  /s/ [Illegible]
   ----------------------------------



MERRILL LYNCH, PIERCE, FENNER & SMITH
           INCORPORATED

By:  /s/ Aaron R. Hoover
   -----------------------------------

                                      -23-

<PAGE>

                                   SCHEDULE A

                                                                   Aggregate
                                                             Principal Amount of
                                                                  Firm Notes
                  Initial Purchasers                           to be Purchased

Banc of America Securities LLC...........................       $224,500,000
Merrill Lynch, Pierce, Fenner & Smith
              Incorporated...............................       $224,500,000
                                                              ----------------

         Total...........................................       $449,000,000

                                  Schedule A-1

<PAGE>

                                   SCHEDULE B

List of information Initial Purchasers have furnished to the Company for use in
the Offering Memorandum:

          1.   The information set forth in the first, second and third
               sentences of the first paragraph under the caption "Plan of
               Distribution--Notes Are Not Being Registered" on page 39 of the
               Offering Memorandum.

          2.   The information set forth in the second paragraph under the
               caption "Plan of Distribution--Notes Are Not Being Registered" on
               page 39 of the Offering Memorandum.

          3.   The information set forth in the first, second and third
               paragraphs under the caption "Plan of Distribution--Price
               Stabilization and Short Positions" on page 40 of the Offering
               Memorandum.

                                  Schedule B-1