8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2010 (April 28, 2010)

BJ Services Company LLC

(Exact name of registrant as specified in charter)

Delaware	1-10570	63-0084140
(State of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

2929 Allen Parkway, Houston, Texas	77019
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 439-8600

BJ Services Company, 4601 Westway Park Blvd., Houston, Texas 77041

(former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-3.1

EX-3.2

EX-3.3

EX-3.4

EX-4.5

Introductory Note

     On April 28, 2010, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of August 30, 2009 by and among Baker Hughes Incorporated (“Baker Hughes”), BSA Acquisition LLC (“Merger Sub”) and BJ Services Company (the “Company”), the Company merged with and into Merger Sub (the “Merger”), and the separate existence of the Company ceased. As the surviving entity of the Merger, Merger Sub is the successor registrant to the Company and has been renamed BJ Services Company LLC.

Item 1.01 Entry into a Material Definitive Agreement.

     On April 28, 2010, Baker Hughes, Merger Sub and the Company executed and delivered to Wells Fargo Bank, National Association, as trustee (the “Trustee”), the Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”) to the Indenture, dated as of June 8, 2006 (the “Indenture”), among the Company and the Trustee. Pursuant to the Fourth Supplemental Indenture, Merger Sub, upon consummation of the Merger, assumed all of the obligations of the Company in respect of (1) the 5.75% senior notes due 2011 (the “2011 Notes”) issued by the Company pursuant to the First Supplemental Indenture to the Indenture (the “First Supplemental Indenture”), dated as of June 8, 2006, among the Company and the Trustee and (2) the 6.00% senior notes due 2018 (the “2018 Notes”) issued by the Company pursuant to the Third Supplemental Indenture to the Indenture (the “Third Supplemental Indenture”), dated as of May 19, 2008, among the Company and the Trustee. Also pursuant to the Fourth Supplemental Indenture, the Indenture was amended in order to provide that Baker Hughes unconditionally guarantee the performance of all obligations of Merger Sub with respect to the 2011 Notes and the 2018 Notes, including the full and punctual payment when due of the principal of and any premium or interest on the 2011 Notes and the 2018 Notes, whether at maturity or on an interest payment date, by acceleration, pursuant to an offer to purchase the notes or otherwise, and all amounts payable to the Trustee.

     Interest on the 2011 Notes and 2018 Notes is payable semi-annually in arrears. The 2011 Notes mature on June 1, 2011, and the 2018 Notes mature on June 1, 2018. The obligations of Merger Sub and Baker Hughes as guarantor under the 2011 Notes, the 2018 Notes and the Indenture may be accelerated upon the occurrence of certain customary events of default, including payment defaults, uncured defaults in the performance of certain covenants and agreements under the Indenture and bankruptcy and insolvency related defaults. As of April 28, 2010, there was $250 million in aggregate principal amount of the 2011 Notes outstanding and $250 million in aggregate principal amount of the 2018 Notes outstanding.

     The description of the 2011 Notes, the 2018 Notes and the guarantee described above is qualified in its entirety by reference to the full text of the Indenture, the First Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture attached hereto as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively.

Item 1.02 Termination of a Material Definitive Agreement.

     On April 28, 2010 and immediately prior to and in contemplation of the consummation of the Merger, the Company terminated its Amended and Restated Credit Agreement, dated as of August 30, 2007, among the Company, Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Bank of America, N.A. as Syndication Agent and L/C Issuer, The Royal Bank of Scotland PLC, JPMorgan Chase Bank, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd. as Co-Documentation Agents and the lenders and other L/C Issuers from time to time party thereto (the “Credit Facility”). At the time that the Credit Facility was terminated, no borrowings or letters of credit were outstanding under the Credit Facility.

Item 2.01 Completion of Acquisition or Disposition of Assets.

     On April 28, 2010, Baker Hughes announced that it had completed the previously announced acquisition of the Company. Pursuant to the terms and conditions of the Merger Agreement, the Company was merged with and into Merger Sub, with Merger Sub surviving the Merger.

     Pursuant to the Merger Agreement, Baker Hughes issued to the Company stockholders 0.40035 shares of Baker Hughes common stock, par value $1.00 per share, and paid $2.69 per share in cash for each outstanding share

of the Company common stock, par value $0.10 per share (the “Common Stock”). Based on the closing price of Baker Hughes common stock on April 27, 2010, the aggregate value of the merger consideration received by the Company stockholders was approximately $6.8 billion. The $6.8 billion consists of approximately $0.8 billion paid in cash and approximately $6.0 billion paid through the issuance of approximately 118 million shares of Baker Hughes common stock. As of April 28, 2010, Baker Hughes stockholders and Company stockholders hold approximately 72.5% and 27.5%, respectively, of the combined company’s common stock outstanding (excluding shares issuable pursuant to outstanding options of other equity securities).

     In connection with and in contemplation of the closing of the Merger, the Company terminated a limited partnership to which it had previously contributed certain pumping service equipment. The Company owned a 1% general partner interest in the limited partnership. The equipment was used to provide services to the Company’s customers for which the Company paid a service fee. This partnership was accounted for as an operating lease. Effective March 17, 2010, the Company exercised its option to purchase the pumping service equipment for approximately $46 million.

     The foregoing description of the Merger Agreement and the Merger is not complete and is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 2, 2009, and is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     In connection with the completion of the Merger, the New York Stock Exchange (the “Exchange”) was notified that each outstanding share of Common Stock was converted in the Merger into the right to receive 0.40035 shares of Baker Hughes common stock, par value $1.00 per share, and $2.69 in cash, subject to the terms and conditions of the Merger Agreement. Baker Hughes requested the Exchange to file a notification of removal from listing on Form 25 with the SEC with respect to the Common Stock (and the associated preferred stock purchase rights). In addition, the Company will file with the SEC a certification and notice of termination on Form 15 with respect to the Common Stock, requesting that the Common Stock (and the associated preferred stock purchase rights) be deregistered under Section 12(b) of the Exchange Act of 1934, as amended (the “Exchange Act”), and that the reporting obligations of the Company under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03 Material Modification to Rights of Security Holders.

     Pursuant to the Merger Agreement, each outstanding share of Common Stock was cancelled and converted in the Merger into the right to receive 0.40035 shares of Baker Hughes common stock, par value $1.00 per share, and $2.69 in cash, subject to the terms and conditions of the Merger Agreement.

Item 5.01 Changes in Control of Registrant.

     As a result of the Merger, the Company merged with and into Merger Sub, a wholly owned subsidiary of Baker Hughes and the separate existence of the Company ceased. The information set forth under Item 2.01 above is hereby incorporated by reference. Baker Hughes paid the cash portion of the merger consideration using a combination of cash on hand and funds from its commercial paper facility.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     Following the consummation of the Merger, the following executive officer appointments were made: John A. O’Donnell, President, Jan Kees van Gaalen, Treasurer and Alan J. Keifer, Vice President and Chief Accounting Officer.

     Below are brief biographies for each of Messrs. O’Donnell, van Gaalen and Keifer:

     John A. O’Donnell, age 61, has served as Vice President of Baker Hughes since 1998 and its President Western Hemisphere Operations since May 2009. He served as President of Baker Petrolite Corporation from 2005 to May 2009, President of Baker Hughes Drilling Fluids from 2004 to 2005, Vice President, Business Process Development of Baker Hughes from 1998 to 2002. He also served as Vice President, Manufacturing, of Baker Oil

Tools from 1990 to 1998 and Plant Manager of Hughes Tool Company from 1988 to 1990. Mr. O’Donnell has been employed by Baker Hughes since 1975.

     Jan Kees van Gaalen, age 53, joined Baker Hughes in January 2008 as Vice President and Treasurer. He was employed as Chief Financial Officer and Vice President Finance for PT Inco Tbk in Jakarta, Indonesia from 2004 to January 2008. Prior to this, he held a variety of finance positions with Anglo American plc, Carlton Communications plc and Schlumberger Ltd. in France, the United Kingdom, Brazil and South Africa. Mr. van Gaalen received his Bachelor degree in economics from the Erasmus University in Rotterdam, Netherlands and his MBA from the HEC Management School in France.

     Alan J. Keifer, age 55, Vice President and Controller of Baker Hughes since 1999. Western Hemisphere Controller of Baker Oil Tools from 1997 to 1999 and Director of Corporate Audit for Baker Hughes from 1990 to 1996. Employed by Baker Hughes since 1990.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     Following the effective time of the Merger, as contemplated by the Merger Agreement, the certificate of formation and limited liability company agreement of Merger Sub became the certificate of formation and limited liability company agreement of the surviving entity.

     On April 29, 2010, the registrant amended its Certificate of Formation and its Limited Liability Company Agreement for purposes of changing its name to “BJ Services Company LLC”. The Certificate of Amendment of Certificate of Formation of BSA Acquisition LLC and the First Amendment to Limited Liability Company Agreement of BSA Acquisition LLC are attached hereto as Exhibits 3.2 and 3.4, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of August 30, 2009, by and among Baker Hughes, Merger Sub and the Company (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 2, 2009).
3.1	Certificate of Formation of BSA Acquisition LLC.
3.2	Certificate of Amendment of Certificate of Formation of BSA Acquisition LLC.
3.3	Limited Liability Company Agreement of BSA Acquisition LLC.
3.4	First Amendment to Limited Liability Company Agreement of BSA Acquisition LLC.
4.1	Indenture, dated June 8, 2006, between BJ Services Company, as issuer, and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to BJ Services’ Current Report on Form 8-K filed on June 12, 2006).

Exhibit No.	Description
4.2	First Supplemental Indenture, dated June 8, 2006, between BJ Services Company, as issuer, and Wells Fargo Bank, N.A., as trustee, with respect to the 5.75% Senior Notes due 2011 (incorporated by reference to Exhibit 4.2 to BJ Services Company’s Current Report on Form 8-K filed on June 12, 2006).
4.3	Third Supplemental Indenture, dated May 19, 2008, between BJ Services Company, as issuer, and Wells Fargo Bank, N.A., as trustee, with respect to the 6% Senior Notes due 2018 (incorporated by reference to Exhibit 4.2 to BJ Services Company’s Current Report on Form 8-K filed on May 23, 2008).
4.4	Fourth Supplemental Indenture, dated April 28, 2010, between BJ Services Company, as issuer, BSA Acquisition LLC, Baker Hughes Incorporated and Wells Fargo Bank, N.A., as trustee, with respect to the 5.75% Senior Notes due 2011 and the 6% Senior Notes due 2018 (incorporated by reference to Exhibit 4.4 to Baker Hughes Incorporated’s Current Report on Form 8-K filed on April 29, 2010).
4.5	Certificate of Merger merging BJ Services Company into BSA Acquisition LLC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BJ SERVICES COMPANY LLC
Dated May 4, 2010
	By:	/s/ Alan J. Keifer
	Name:	Alan J. Keifer
	Title:	Vice President and Chief Accounting Officer

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of August 30, 2009, by and among Baker Hughes, Merger Sub and the Company (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 2, 2009).
3.1	Certificate of Formation of BSA Acquisition LLC.
3.2	Certificate of Amendment of Certificate of Formation of BSA Acquisition LLC.
3.3	Limited Liability Company Agreement of BSA Acquisition LLC.
3.4	First Amendment to Limited Liability Company Agreement of BSA Acquisition LLC.
4.1	Indenture, dated June 8, 2006, between BJ Services Company, as issuer, and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to BJ Services’ Current Report on Form 8-K filed on June 12, 2006).
4.2	First Supplemental Indenture, dated June 8, 2006, between BJ Services Company, as issuer, and Wells Fargo Bank, N.A., as trustee, with respect to the 5.75% Senior Notes due 2011 (incorporated by reference to Exhibit 4.2 to BJ Services Company’s Current Report on Form 8-K filed on June 12, 2006).
4.3	Third Supplemental Indenture, dated May 19, 2008, between BJ Services Company, as issuer, and Wells Fargo Bank, N.A., as trustee, with respect to the 6% Senior Notes due 2018 (incorporated by reference to Exhibit 4.2 to BJ Services Company’s Current Report on Form 8-K filed on May 23, 2008).
4.4	Fourth Supplemental Indenture, dated April 28, 2010, between BJ Services Company, as issuer, BSA Acquisition LLC, Baker Hughes Incorporated and Wells Fargo Bank, N.A., as trustee, with respect to the 5.75% Senior Notes due 2011 and the 6% Senior Notes due 2018 (incorporated by reference to Exhibit 4.4 to Baker Hughes Incorporated’s Current Report on Form 8-K filed on April 29, 2010).
4.5	Certificate of Merger merging BJ Services Company into BSA Acquisition LLC.

EX-3.1

Exhibit 3.1

CERTIFICATE OF FORMATION
OF
BSA ACQUISITION LLC

     This Certificate of Formation of BSA Acquisition LLC (the “LLC”) is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.)

     FIRST. The name of the limited liability company formed hereby is BSA Acquisition LLC.

     SECOND. The address of the registered office of the LLC in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, County of New Castle, Wilmington, Delaware 19801.

     THIRD. The name and address of the registered agent for service of process on the LLC in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, County of New Castle, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has caused this Certificate of Formation to be duly executed as of the 28th day of August, 2009.

/s/ Lorena Nichols  

Lorena Nichols, Authorized Person 

EX-3.2

Exhibit 3.2

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF FORMATION

OF

BSA ACQUISITION LLC

     The undersigned, being an authorized person, is executing this Certificate of Amendment of Certificate of Formation of BSA Acquisition LLC (the “Company”) for the purpose of amending the Certificate of Formation of the Company pursuant to Section 18-202 of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., and does hereby certify as follows:

     1. The name of the Company is BSA Acquisition LLC.

     2. The Certificate of Formation of the Company is hereby amended to change the name of the Company to BJ Services Company LLC.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of the 29^th day of April, 2010.

MEMBER:


BAKER HUGHES INCORPORATED
 

/s/ Will Marsh  

Will Marsh 

Assistant Secretary and Deputy General Counsel 

EX-3.3

Exhibit 3.3

LIMITED LIABILITY COMPANY AGREEMENT
OF
BSA ACQUISITION LLC

     This Limited Liability Company Agreement (this “Agreement”) of BSA ACQUISITION LLC (the "Company”), is entered into by Baker Hughes Incorporated, a Delaware corporation, as the sole member of the Company (the “Member”), this 28th day of August, 2009.

     1. Formation. Lorena Nichols, as an “authorized person” within the meaning of the Delaware Limited Liability Company Act (6 Del. C. §§ 18-101, et seq.), as amended from time to time (the “Delaware Act”), has executed, delivered and filed the initial Certificate of Formation of the Company with the Secretary of State of the State of Delaware on the date hereof. Upon the filing of the initial Certificate of Formation with the Secretary of State of the State of Delaware her powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Delaware Act. The Company was formed upon the filing of the initial Certificate of Formation of the Company with the Secretary of State of the State of Delaware. The Member shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.

     2. Name. The name of the Company is BSA Acquisition LLC. The business of the Company shall be conducted under such name or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

     3. Purpose and Powers. The purpose of the Company shall be to engage in any lawful business or activity for which limited liability companies may be formed under the Delaware Act. The Company shall possess and may exercise all of the powers and privileges granted by the Delaware Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the purpose of the Company. As required under Section 18-209 of the Delaware Act, the Company and its officers are hereby authorized and directed to execute, deliver and perform, and the Member and the officers of the Company acting on behalf of the Company are hereby authorized and directed to execute and deliver, and to cause the Company and its officers to perform the Company’s obligations under that certain Merger Agreement to be entered into among Baker Hughes Incorporated, a Delaware corporation, the Company, and BJ Services Company, a Delaware corporation and all documents, agreements or certificates contemplated thereby or related thereto, all without any further act, vote or approval of the Member or any other person notwithstanding any other provision of this Agreement or the Delaware Act. The foregoing authorization shall not be deemed a restriction on the powers of the Member to enter into other agreements on behalf of the Company.

     4. Registered Office and Registered Agent. The address of the registered agent of the Company in the State of Delaware is Corporation Trust Center, 1209 Orange Street,

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Wilmington, Delaware 19801, and the name of the registered agent of the Company for service of process on the Company at such address is The Corporation Trust Company.

     5. Member. Simultaneously with its execution of this Agreement, the Member is hereby admitted as the sole member (within the meaning of the Delaware Act) of the Company and agrees to be bound by the terms of this Agreement. The Member shall have the sole limited liability company interest (as defined in the Delaware Act) in the Company (the “Interest”) and the respective other rights, powers, duties and obligations provided in the Delaware Act, except, to the extent permitted by the Delaware Act, as otherwise provided herein.

     6. Capital Contribution. The Member shall have the right, but not the obligation, to make capital contributions to the Company as the Member in its sole discretion may determine.

     7. Distributions. Subject to Sections 18-607 and 18-804 of the Delaware Act, the Company shall make such distributions to the Member as the Member determines.

     8. Management by Member. The management and control of the Company shall be vested entirely in the Member. The Member shall have all the rights and powers that are conferred by law or are otherwise necessary, advisable or convenient to the discharge of the Member’s duties and to the management of the business and affairs of the Company. No person or entity dealing with the Company shall have any obligation to inquire into the power or authority of the Member acting for such purposes on behalf of the Company.

     9. Officers.

          (a) The Member may designate one or more persons to fill one or more officer positions of the Company. Such officers may include President, Secretary, Treasurer and such other officers as the Member shall so determine. No officer need be a resident of the State of Delaware. The Member may assign titles to particular officers. Each officer will hold office until his successor will be duly designated and will qualify to hold such office, or until his death or until he will resign or will have been removed in the manner hereinafter provided. Any number of offices may be held by the same Person. The salaries or other compensation, if any, of the officers and agents of the Company may be fixed from time to time by the Member. Unless the Member specifies otherwise, the assignment of such title will constitute the delegation to such officer of the authority and duties set forth below and those that are normally associated with that office:

               (i) President. The President will generally and actively manage the business of the Company and will see that all orders and resolutions of the Member are carried into effect.

               (ii) Secretary. The Secretary will keep the minutes of the meetings of the Company and will exercise general supervision over the files of the Company. The Secretary will give notice of meetings and will perform other duties commonly incident to such office.

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               (iii) Treasurer. The Treasurer will have general supervision of the funds, securities, notes, drafts, acceptances, and other commercial paper and evidences of indebtedness of the Company and he will determine that funds belonging to the Company are kept on deposit in Company accounts. The Treasurer will determine that accurate accounting records are kept, and the Treasurer will render reports of the same and of the financial condition of the Company to the Member at any time upon request. The Treasurer will perform other duties commonly incident to such office, including, but not limited to, the execution of tax returns.

          (b) Any officer may resign as such at any time. Such resignation will be made in writing and will take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Company. The acceptance of a resignation will not be necessary to make it effective, unless expressly so provided in the resignation. Any officer may be removed as such, either with or without cause, by the Member; provided, however, that such removal will be without prejudice to the contract rights, if any, of the officer so removed. Designation of an officer will not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Member.

     10. Initial Officers. The initial officers of the Company shall be as follows:

President: Peter Ragauss

Secretary: Sandra Alford

Treasurer: Al Keifer

     11. Transfer of Interest; Admission of Additional Members. The Member may assign its Interest in whole or in part at any time. Upon assignment of the Member’s entire Interest to a transferee, the transferee shall automatically be deemed admitted to the Company as a substituted member of the Company, the Member shall simultaneously be deemed to have resigned from the Company as a member of the Company, and the Company shall continue without dissolution (and all applicable references herein to the “Member” shall be read as references to the transferee as the substituted member of the Company); provided, in any event, that the transferee must agree in a document or instrument to be bound by the terms of this Agreement.

     12.Resignation of Members; Events of Bankruptcy. Except as provided in the mandatory provisions of the Delaware Act and pursuant to the second sentence of Section 9, no right is given to any member of the Company to resign from the Company. The Member shall not cease to be a member of the Company upon the happening of any of the events specified in Section 18-304 of the Delaware Act.

     13.Dissolution and Term of the Company. The Company shall dissolve upon any act or event causing the dissolution of the Company under the Delaware Act, unless, if permitted by the Delaware Act, the Company is continued in accordance with the Delaware Act. Subject

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to an earlier dissolution as described in the preceding sentence, the Company shall have a perpetual existence.

     14.Limitation of Liability and Indemnification of Member.

     (a) Except as otherwise required by the Delaware Act, the Member shall not be liable for the debts, obligations or liabilities of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a member of the Company.

     (b) The Member shall not be liable to the Company or to any other member of the Company or other person or entity who may become a party to or bound by this Agreement for any breach of this Agreement or of any duties (including fiduciary duties) arising under or in connection with this Agreement or the Company other than for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.

     (c) To the fullest extent permitted by applicable law, the Company shall (i) indemnify and hold harmless any person or entity and such person’s or entity’s shareholders, members, directors, managers, executors, administrators, heirs, legal representatives, successors and assigns (each, a "Covered Person”) who was or is a party or was or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or entity is or was a member, shareholder, manager or director of the Company or is or was serving at the request of the Company as a member, shareholder, manager or director of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, domestic or foreign, against all expenses, attorneys’ fees, court costs, judgments, fines, amounts paid in settlement and other losses incurred or suffered by such Covered Person in connection with such action, suit or proceeding and (ii) advance expenses incurred by such Covered Person in defending or otherwise participating in such action, suit or proceeding in advance of its final disposition to the fullest extent permitted by applicable law upon receipt of an undertaking by the Covered Person to repay such amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Covered Person is not entitled to be indemnified by the Company for such expenses under this Section 12 or otherwise.

     15.Amendment. This Agreement may be amended by the Member; provided, however, that any amendment to this Agreement must be in writing and signed by the Member.

     16.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law principles.

     17. Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party or to any circumstance, is judicially determined not to be enforceable in accordance with its terms, the court judicially making such determination may modify the provision in a manner

4

consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its modified form, such provision will then be enforceable and will be enforced.

     18. Tax Matters. The Member intends for the Company to be disregarded as an entity separate from the Member for Federal income tax purposes and, where applicable, for all relevant state and local tax purposes, with the activities of the Company being treated in the same manner as a branch or division of the Member for such tax purposes; provided, that the Company is not intended to be and shall not be disregarded as an entity for any purpose other than such tax purposes. No election shall be made by or on behalf of the Company that would cause the Company to be classified as an association taxable as a corporation for Federal income tax purposes (and state and local tax purposes where applicable). All provisions of the Certificate of Formation and this Agreement are to be construed so as to preserve that tax status.

[Remainder of Page Intentionally Left Blank]

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     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of the date first written above.

MEMBER: BAKER HUGHES INCORPORATED
By:	/s/ Will Marsh
	Will Marsh
	Assistant General Counsel

Signature Page to Limited Liability Company Agreement

EX-3.4

EXHIBIT 3.4

FIRST AMENDMENT
TO
LIMITED LIABILITY COMPANY AGREEMENT

OF
BSA ACQUISITION LLC

     THIS FIRST AMENDMENT (this “First Amendment”) to the Limited Liability Company Agreement of BSA Acquisition LLC (the “Company”) dated as of August 28, 2009 (the “LLC Agreement”) is entered into as of April 29, 2010, by Baker Hughes Incorporated, as the sole member of the Company (the “Member”). Capitalized terms used herein and not otherwise herein defined are used as defined in the LLC Agreement.

     WHEREAS, the Member desires to amend the LLC Agreement in accordance with the further terms of this First Amendment to change the name of the Company to “BJ Services Company LLC”; and

     WHEREAS, Section 15 of the LLC Agreement provides in relevant part that any amendment to the LLC Agreement must be in writing and signed by the Member.

     NOW, THEREFORE, intending to be legally bound, the undersigned does hereby certify as follows:

     1. Name.

          (a) Section 2 of the LLC Agreement is hereby amended and restated in its entirety to read as follows:

          “2. Name. The name of the Company is BJ Services Company LLC. The business of the Company shall be conducted under such name or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.”

          (b) Each other reference to “BSA Acquisition LLC” in the LLC Agreement is hereby amended to refer to “BJ Services Company LLC”.

     2. Other Terms and Conditions. Except as modified pursuant to this First Amendment, the LLC Agreement is hereby ratified and confirmed in all respects.

     3. Governing Law. This First Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Delaware.

[SIGNATURE PAGE TO FOLLOW]

     IN WITNESS WHEREOF, the undersigned has duly executed this First Amendment as of the date first set forth above.

MEMBER:


BAKER HUGHES INCORPORATED
 

/s/ Peter Ragauss  

Peter Ragauss 

Senior Vice President and
Chief Financial Officer 

Signature Page
First Amendment to LLC Agreement

EX-4.5

Exhibit 4.5

CERTIFICATE OF MERGER
MERGING
BJ SERVICES COMPANY
INTO
BSA ACQUISITION LLC

     The undersigned limited liability company, formed and existing under and by virtue of the Delaware Limited Liability Company Act, does hereby certify that:

     FIRST: The name and jurisdiction of formation or organization of each of the constituent entities in the merger are as follows:

Name	Jurisdiction of Formation or Organization
BJ Services Company	Delaware
BSA Acquisition LLC	Delaware

     SECOND: An Agreement and Plan of Merger between the parties to the merger has been approved, adopted, executed and acknowledged by each of the constituent entities in accordance with the requirements of Section 264 of the Delaware General Corporation Law and Section 18-209 of the Delaware Limited Liability Company Act.

     THIRD: The name of the surviving limited liability company is BSA Acquisition LLC.

     FOURTH: The executed Agreement and Plan of Merger is on file at the principal place of business of the surviving limited liability company. The address of the principal place of business of the surviving limited liability company is 2929 Allen Parkway, Suite 2100, Houston, Texas 77019.

     FIFTH: A copy of the Agreement and Plan of Merger will be furnished by the surviving limited liability company, on request and without cost, to any stockholder of the constituent corporation and any member of the constituent limited liability company.

     IN WITNESS WHEREOF, BSA Acquisition LLC has caused this Certificate of Merger to be duly executed in its name this 28th day of April, 2010.

BSA ACQUISITION LLC
By:	Baker Hughes Incorporated, its sole member
By:	/s/ Chad C. Deaton
	Chad C. Deaton Chairman of the Board, President and
	Chief Executive Officer, Baker Hughes Incorporated (Duly authorized officer)

Signature Page
Certificate of Merger