exv4w1



 





Exhibit 4.1




FIRST SUPPLEMENTAL INDENTURE




     This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 28,
2007, among Texas CES, Inc., a Texas corporation, CES SWD Texas, Inc., a Texas corporation,
Alliance Energy Service Co., LLC, a Colorado limited liability company, Pumpco Energy Services,
Inc., a Delaware corporation, WSTX Holdings, LLC, a Texas limited liability company (each a “New
Guarantor” and collectively, the “New Guarantors”), each a subsidiary of Complete Production
Services, Inc., a Delaware corporation (the “Company”), the existing Guarantors (as defined in the
Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee under the
Indenture referred to herein (the “Trustee”). The New Guarantors and the existing Guarantors are
sometimes referred to collectively herein as the “Guarantors,” or individually as a “Guarantor.”



W I T N E S S E T H




     WHEREAS, the Company and the existing Guarantors have heretofore executed and delivered to the
Trustee an indenture (the “Indenture”), dated as of December 6, 2006, relating to the 8% Senior
Notes due 2016 (the “Securities”) of the Company;



     WHEREAS, Section 4.12 of the Indenture provides that if the Company or any of its
Restricted Subsidiaries acquires or creates a Domestic Subsidiary after the Issue Date, then the
Company shall cause any such newly acquired or created Domestic Subsidiary to become a Guarantor by
executing a supplemental indenture; and



     WHEREAS, pursuant to Section 10.1 of the Indenture, the Company, the Guarantors and
the Trustee are authorized to execute and deliver this Supplemental Indenture to amend or
supplement the Indenture without the consent of any Holder;



     NOW THEREFORE, to comply with the provisions of the Indenture and in consideration of the
foregoing and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the New Guarantors, the other Guarantors, the Company and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:



     1. Capitalized Terms. Capitalized terms used herein without definition shall have
the meanings assigned to them in the Indenture.



     2. Agreement to Guarantee. The New Guarantors each hereby agree, jointly and
severally, with all other Guarantors, to unconditionally Guarantee to each Holder and to the
Trustee the Obligations, to the extent set forth in the Indenture and subject to the provisions in
the Indenture. The obligations of the Guarantors to the Holders of Securities and to the Trustee
pursuant to the Subsidiary Guarantees and the Indenture are expressly set forth in Article
VIII of the Indenture and reference is hereby made to the Indenture for the precise terms of
the Subsidiary Guarantees.



     3. Execution and Delivery. The New Guarantors each agree that its
Subsidiary Guarantee shall remain in full force and effect notwithstanding any failure to endorse
on each Security a notation of such Subsidiary Guarantee.



 









 





     4. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE AND ENFORCE THIS SUPPLEMENTAL INDENTURE.



     5. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement. This Supplemental Indenture may be executed in multiple counterparts which, when taken
together, shall constitute one instrument.



     6. Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.



     7. The Trustee. Except as otherwise expressly provided herein, no duties,
responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by
reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the
Trustee subject to all the terms and conditions set forth in the Indenture with the same force and
effect as if those terms and conditions were repeated at length herein and made applicable to the
Trustee with respect hereto.



 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.



     Dated: August 28, 2007



	 	 	 	 	 	 	 
	 	 	COMPANY:
	 
	 	 	 	 	 	 
	 	 	Complete Production Services, Inc.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ J. Michael Mayer
	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:

Title:
	 	J. Michael Mayer

Senior Vice President and

Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	TRUSTEE:
	 
	 	 	 	 	 	 
	 	 	Wells Fargo Bank, National Association, 

as Trustee
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Patrick Giordano	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	NEW GUARANTORS:
	 
	 	 	 	 	 	 
	 	 	Alliance Energy Service Co., LLC

CES SWD Texas, Inc.

Pumpco Energy Services, Inc.

Texas CES, Inc.

WSTX Holdings, LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ J. Michael Mayer	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:

Title:
	 	J. Michael Mayer

Authorized Officer	 	 
	 
	 	 	 	 	 	 
	 	 	EXISTING GUARANTORS:
	 
	 	 	 	 	 	 
	 	 	A&W Water Service, Inc.

Advanced Coiled Tubing, Inc.

Big Mac Tank Trucks, LLC

Big Mac Trucking Company, Inc.

CES Mid-Continent Hamm, Inc.

CES Rockies, Inc.

Complete Energy Services, LLC

Femco SWD, Inc.






 









 





	 	 	 	 	 	 	 
	 	 	Fugo Services, LLC

Greasewood, LLC

Guard Drilling Mud Disposal, Inc.

Hamm & Phillips Service Company, Inc.

Hamm Management Co.

Hyland Enterprises, Inc.

I.E. Miller Services GP, L.L.C.

I.E. Miller Services, LLC

I.E. Miller Services, L.P.

I.E. Miller Services LP, L.L.C.

Integrated Production Services, LLC

LEED Tool Corporation

Loyd Jones Well Service, LLC

MGM Well Services, Inc.

Monument Well Service Co.

Oil Tool Rentals, Co.

Parchman Energy Group, LLC

Parchman Energy Management GP LLC

Parchman Energy Partnership LP LLC

Parchman Operating Co., LP

R&W Rental, Inc.

Rigmovers, Co.

Roustabout Specialties, Inc.

Scientific Microsystems, Inc.

Servicios Holdings I, Inc.

Servicios Holdings II, Inc.

Stride Well Service Company, Inc.

Sweetwater Produced Water Disposal, LLC

T. & J. Energy, LLC

The Rosel Company

Turner Energy Services, LLC

Turner Energy SWD, LLC

Valley C.T. Management, LC

	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ J. Michael Mayer
	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:

Title:
	 	J. Michael Mayer

Authorized Officer