exv10w1



 





Exhibit 10.1




SECOND AMENDMENT TO CREDIT AGREEMENT AND OMNIBUS AMENDMENT

TO SECURITY DOCUMENTS




     This Second Amendment to Credit Agreement and Omnibus Amendment to Security Documents (this
“Amendment”) is entered into on October 9, 2007 but made effective as of October 19, 2007
(the “Effective Date”) is among Complete Production Services, Inc., a Delaware corporation
(the “US Borrower”), Integrated Production Services, Ltd., a corporation governed
by the laws of Alberta, Canada (the “Canadian Borrower”; together with the US Borrower, the
“Borrowers”), the Lenders (as defined below) party hereto, Wells Fargo Bank, National
Association, as administrative agent (in such capacity, the “US Administrative Agent”),
swing line lender (in such capacity, the “US Swingline Lender”), and issuing lender (in
such capacity, the “US Issuing Lender”) and HSBC Bank Canada, as administrative agent (in
such capacity, the “Canadian Administrative Agent”), swing line lender (in such capacity,
the “Canadian Swingline Lender”), and issuing lender (in such capacity, the “Canadian
Issuing Lender”).



INTRODUCTION




     A. The Borrowers, the US Administrative Agent, the Canadian Administrative Agent, the US
Swingline Lender, the US Issuing Lender, the Canadian Swingline Lender, the Canadian Issuing Lender
and lenders party thereto from time to time (the “Lenders”) are parties to that certain
Second Amended and Restated Credit Agreement dated as of December 6, 2006, as amended by the First
Amendment dated June 29, 2007 (as so amended, the “Credit Agreement”).



     B. To secure the Obligations (as defined in the Credit Agreement), among other things, the US
Borrowers and the Guarantors (as defined in the Credit Agreement) granted liens pursuant to certain
Security Documents (as defined in the Credit Agreement), including without limitation (i) that
certain US Security Agreement dated as of September 12, 2005, as amended and supplemented by
Supplement No. 1 dated as of November 1, 2005, Supplement No. 2 dated as of January 25, 2006,
Supplement No. 3 dated as of December 6, 2006 and Supplement No. 4 dated as of June 29, 2007 (as so
amended and supplemented and as the same may be further amended, supplemented, restated or
otherwise modified from time to time, the “US Security Agreement”), and (b) that certain US
Pledge Agreement dated as of September 12, 2005, as amended and supplemented by Supplement No. 1
dated as of November 1, 2005, Supplement No. 2 dated as of November 1, 2005, Supplement No. 3 dated
as of January 25, 2006, Supplement No. 4 dated as of January 25, 2006, Supplement No. 5 dated as of
December 6, 2006, and Supplement No. 6 dated as of June 29, 2007 (as so amended and supplemented
and as the same may be further amended, supplemented, restated or otherwise modified from time to
time, the “US Pledge Agreement”; and together with the US Security Agreement, collectively,
the “Security Instruments”).



     C. The Lenders and the Borrowers wish to make certain amendments to the Credit Agreement as
set forth below and the US Borrower, the Guarantors and the US Administrative Agent wish to make
certain amendments to the Security Instruments as set forth below.



 









 





     THEREFORE, the Borrowers, the US Administrative Agent, the Canadian Administrative Agent and
the Lenders hereby agree as follows:



     Section 1. Defined Terms. As used in this Amendment, each of the terms defined in the
opening paragraph and the Recitals above shall have the meanings assigned to such terms therein.
Each term defined in the Credit Agreement and used herein without definition shall have the meaning
assigned to such term in the Credit Agreement, unless expressly provided to the contrary.



     Section 2. Other Definitional Provisions. Article, Section, Schedule, and Exhibit
references are to Articles and Sections of and Schedules and Exhibits to this Amendment, unless
otherwise specified. The words “hereof”, “herein”, and “hereunder” and words of similar import
when used in this Amendment shall refer to this Amendment as a whole and not to any particular
provision of this Amendment. The term “including” means “including, without limitation,”.
Paragraph headings have been inserted in this Amendment as a matter of convenience for reference
only and it is agreed that such paragraph headings are not a part of this Amendment and shall not
be used in the interpretation of any provision of this Amendment.



     Section 3. Amendments to Credit Agreement.



     (a) Section 1.1 of the Credit Agreement is hereby amended by deleting the defined terms “Fee
Letter” and “US Commitment” and replacing them in their entirety with the following corresponding
defined terms:




“Fee Letter” means, collectively, (a) that certain fee letter dated September 6,
2006 among the Borrowers and Wells Fargo, and (b) that certain fee letter dated September
10, 2007 among the Borrowers and Wells Fargo.




“US Commitment” means, for each Lender, the obligation of such Lender to advance to
US Borrower the amount set opposite such Lender’s name on Schedule II as its US Commitment,
or if such Lender has entered into any Assignment and Assumption, set forth for such Lender
as its US Commitment in the applicable Register, as such amount may be reduced, increased or
reallocated pursuant to Section 2.1; provided that, after the Maturity Date, the US
Commitment for each Lender shall be zero; and provided further that, the initial aggregate
amount of the US Commitments on the Second Amendment Effective Date is $360,000,000.



     (b) Section 1.1 of the Credit Agreement is hereby further amended by deleting the second
proviso in the definition of “Canadian Commitment” and replacing it with the following:




“provided further that, the aggregate Canadian Commitments shall not exceed
$75,000,000 at any time.”



     (c) Section 1.1 of the Credit Agreement is hereby further amended by adding the following new
defined terms in alphabetical order:



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“Second Amendment Effective Date” means October 19, 2007, which is the effective
date of the Second Amendment dated as of October 19, 2007 among the parties hereto and which
amends this Agreement.”



     (d) Section 2.1(d) of the Credit Agreement is hereby amended by replacing each reference to
“$50,000,000” found therein with a reference to “$75,000,000.”



     (e) Section 2.1 of the Credit Agreement is hereby amended by adding the following new clause
(f) to the end thereof:




“(f) Increase in Commitments.




     (i) At any time prior to the Maturity Date, the Borrowers may effectuate up to two
separate increases in the aggregate Commitments (each such increase being a
"Commitment Increase”), by designating either one or more of the existing
Lenders (each of which, in its sole discretion, may determine whether and to what degree
to participate in such Commitment Increase) or one or more other banks or other
financial institutions (reasonably acceptable to the Applicable Administrative Agent and
the Applicable Issuing Lender) that at the time agree, in the case of any such bank or
financial institution that is an existing Lender to increase its US Commitment or
Canadian Commitment as such Lender shall so select (an “Increasing Lender”) and,
in the case of any other such bank or financial institution (an “Additional
Lender”), to become a party to this Agreement; provided, however, that (A)
the aggregate Canadian Commitments shall not at any time exceed $75,000,000, (B) other
than as set forth in clause (C) below, each Commitment Increase shall be of at least
$50,000,000, (C) each Commitment Increase which only increases the aggregate Canadian
Commitments shall be of at least $10,000,000, (D) the aggregate amount of all Commitment
Increases shall not exceed $100,000,000, and (E) all Commitments and Advances provided
pursuant to a Commitment Increase shall be available on the same terms as those
applicable to the existing Commitments and Advances. The sum of the increases in the
Commitments of the Increasing Lenders plus the Commitments of the Additional Lenders
upon giving effect to a Commitment Increase shall not, in the aggregate, exceed the
amount of such Commitment Increase. The Borrowers shall provide prompt notice of any
proposed Commitment Increase pursuant to this clause (f) to the Administrative Agents
and the applicable Class of Lenders. This Section 2.1(f) shall not be construed to
create any obligation on any of the Administrative Agents or any of the Lenders to
advance or to commit to advance any credit to any Borrower or to arrange for any other
Person to advance or to commit to advance any credit to any Borrower.




     (ii) A Commitment Increase shall become effective upon (A) the receipt by each
Administrative Agent of (1) an agreement in form and substance reasonably satisfactory
to the Applicable Administrative Agent signed by the Applicable Borrower, each
Increasing Lender and each Additional Lender, setting forth the Commitments, if any, of
each such Lender and setting forth the agreement of each Additional Lender to become a
party to this Agreement and to be bound by all the terms and provisions hereof binding
upon each Lender, and (2) such evidence of



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appropriate authorization on the part of the Borrowers with respect to such Commitment
Increase as the Applicable Administrative Agent may reasonably request, (B) the funding
by each Increasing Lender and Additional Lender of the Advances to be made by each such
Lender to effect the prepayment requirement set forth in Section 2.7(c)(iv), and (C)
receipt by the US Administrative Agent of a certificate of an authorized officer of the
US Borrower stating that, both before and after giving effect to such Commitment
Increase, no Default has occurred and is continuing, and that all representations and
warranties made by the Borrowers in this Agreement are true and correct in all material
respects, unless such representation or warranty relates to an earlier date which
remains true and correct as of such earlier date.




     (iii) Notwithstanding any provision contained herein to the contrary, from and
after the date of any Commitment Increase, all calculations and payments of interest on
the Advances shall take into account the actual US Commitment and Canadian Commitment of
each Lender and the principal amount outstanding of each Advance made by such Lender
during the relevant period of time.”



     (f) Section 2.7(c) of the Credit Agreement is hereby amended by adding the following new
clause (iv) to the end thereof:




     “(iv) If a Commitment Increase is effected as permitted under Section 2.1(f), the
US Borrower shall prepay any US Advances outstanding on such Increase Date and the
Canadian Borrower shall prepay any Canadian Advances to the extent necessary to keep the
outstanding Canadian Advances and the outstanding US Advances ratable to reflect the
revised Applicable Percentages arising from such Commitment Increase. Any prepayment
made by US Borrower in accordance with this clause (iv) may be made with the proceeds of
Advances made by all the Lenders in connection the Commitment Increase occurring
simultaneously with the prepayment.”



     (g) Section 9.2(c)(iii) of the Credit Agreement is hereby deleted and replaced in its entirety
with the following:




     “(iii) increase the aggregate Commitments other than as provided in Section 2.1(f)
above;”



     (h) Schedule II to the Credit Agreement is hereby deleted and replaced in its entirety with
the Schedule II attached to this Amendment.



     Section 4. Amendment to Security Instruments. An updated Schedule 1 to the US
Security Agreement and updated Schedules 2.02(a), 2.02(b) and 2.02(c) to the US Pledge Agreement
are attached hereto and each such schedule shall replace the corresponding schedule to the
applicable Security Instrument.



     Section 5. Prepayment of Outstanding Advances and New Borrowing. Notwithstanding
anything to the contrary contained in the Credit Agreement, the US Borrower shall prepay any US
Advances outstanding on the Effective Date to the extent necessary to keep



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the outstanding US Advances ratable to reflect the revised Applicable Percentages arising from
the increases to the respective Lender’s US Commitment effected on the Effective Date pursuant to
this Amendment. Any prepayment made by US Borrower in accordance with this Section 5 may be made
with the proceeds of US Advances made by all the US Lenders occurring simultaneously with the
prepayment as set forth in the following sentence. Notwithstanding anything to the contrary
contained in the Credit Agreement and so long as the Commitments have not been terminated in
accordance with the Credit Agreement, the US Borrower hereby requests that the US Lenders make US
Advances (the “Proposed Borrowing”) on the Effective Date in the necessary amount to, and
apply the proceeds of such US Advances to, repay the outstanding US Advances to the extent required
in the preceding sentence. The Proposed Borrowing shall consist of Eurocurrency Advances in
Dollars with an Interest Period that is elected by the US Borrower in an irrevocable written notice
to the US Administrative Agent at least three Business Days in advance of the Proposed Borrowing;
provided that, if (a) such written notice is not delivered or (b) any limitation to the funding of
a Eurocurrency Advance as provided in Section 2.6(c) of the Credit Agreement exists, then the
Proposed Borrowing shall consist of Adjusted Base Rate Advances.



     Section 6. Borrowers’ Representations and Warranties. Each Borrower represents and
warrants that: (a) the representations and warranties contained in the Credit Agreement, as amended
hereby, and the representations and warranties contained in the other Credit Documents are true and
correct in all material respects on and as of the date hereof as if made on as and as of such date
except to the extent that any such representation or warranty expressly relates solely to an
earlier date, in which case such representation or warranty is true and correct in all material
respects as of such earlier date; (b) no Default has occurred and is continuing; (c) the execution,
delivery and performance of this Amendment are within the corporate, limited liability company, or
partnership power and authority of such Borrower and have been duly authorized by appropriate
corporate, limited liability company, or partnership action and proceedings; (d) this Amendment
constitutes the legal, valid, and binding obligation of such Borrower enforceable in accordance
with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
or similar laws affecting the rights of creditors generally and general principles of equity; (e)
there are no governmental or other third party consents, licenses and approvals required in
connection with the execution, delivery, performance, validity and enforceability of this
Amendment; and (f) the Liens under the Security Documents are valid and subsisting and secure the
Borrowers’ obligations under the Credit Documents.



     Section 7. Guarantors Representations and Warranties. Each Guarantor represents and
warrants that: (a) the representations and warranties contained in the Guaranty and the
representations and warranties contained in the other Credit Documents to which such Guarantor is a
party are true and correct in all material respects on and as of the date hereof as if made on as
and as of such date except to the extent that any such representation or warranty expressly relates
solely to an earlier date, in which case such representation or warranty is true and correct in all
material respects as of such earlier date; (b) no Default has occurred and is continuing under any
Credit Document to which such Guarantor is a party; (c) the execution, delivery and performance of
this Amendment are within the corporate, limited liability company, or partnership power and
authority of such Guarantor and have been duly authorized by appropriate corporate, limited
liability company, or partnership action and proceedings; (d) this



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Amendment constitutes the legal, valid, and binding obligation of such Guarantor enforceable
in accordance with its terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the rights of creditors generally and general
principles of equity; (e) there are no governmental or other third party consents, licenses and
approvals required in connection with the execution, delivery, performance, validity and
enforceability of this Amendment; and (f) the Liens under the Security Documents to which such
Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrowers’
obligations under the Credit Documents.



     Section 8. Conditions to Effectiveness. This Amendment shall become effective on the
Effective Date, enforceable against the parties hereto upon the occurrence of the following
conditions precedent:



     (a) The US Administrative Agent shall have received multiple original counterparts, as
requested by the US Administrative Agent, of this Amendment duly and validly executed and delivered
by duly authorized officers of the Borrowers, the Guarantors, the Administrative Agents, and the
Lenders.



     (b) The US Administrative Agent shall have received a secretary’s certificate from each
Borrower and each Guarantor (other than a Foreign Credit Party) certifying such Person’s (A)
officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D)
governmental approvals, if any, with respect to the Credit Documents to which such Person is a
party.



     (c) The US Administrative Agent shall have received certificates of existence and good
standing for the US Borrower in the state in which it is organized, which certificates shall be
dated a date not earlier than 30 days prior to the date hereof.



     (d) The US Administrative Agent shall have received executed US Notes for each US Lender that
will have an increase in its US Commitment as a result of the amendments being effected herein.



     (e) The US Administrative Agent shall have received such other documents, governmental
certificates, agreements, and opinions as the US Administrative Agent may reasonably request.



     (f) The representations and warranties in this Amendment shall be true and correct in all
material respects.



     (g) The Borrowers shall have paid (i) the fees required to be paid under that certain fee
letter dated September 10, 2007 among the Borrowers and Well Fargo Bank, N.A, and (ii) all fees and
expenses of the Administrative Agent’s outside legal counsel and other consultants pursuant to all
invoices presented for payment on or prior to the Effective Date.



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     Section 9. Acknowledgments and Agreements.



     (a) Each Borrower acknowledges that on the date hereof all outstanding Obligations are payable
in accordance with their terms and each Borrower waives any defense, offset, counterclaim or
recoupment with respect thereto.



     (b) Each Borrower, each Guarantor, each Administrative Agent, each Swing Line Lender, each
Issuing Lender and each Lender does hereby adopt, ratify, and confirm the Credit Agreement, as
amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and
remains in full force and effect, and the Borrowers and the Guarantors acknowledge and agree that
their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the
Guaranty, are not impaired in any respect by this Amendment.



     (c) From and after the Effective Date, all references to the Credit Agreement and the Credit
Documents shall mean the Credit Agreement and such Credit Documents as amended by this Amendment.



     (d) This Amendment is a Credit Document for the purposes of the provisions of the other Credit
Documents. Without limiting the foregoing, any breach of representations, warranties, and
covenants under this Amendment shall be a Default or Event of Default, as applicable, under the
Credit Agreement.



     Section 10. Reaffirmation of the Guaranty. Each Guarantor hereby ratifies, confirms,
acknowledges and agrees that its obligations under the Guaranty are in full force and effect and
that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual
payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the
Guaranteed Obligations (as defined in the Guaranty), as such Guaranteed Obligations may have been
amended by this Amendment, and its execution and delivery of this Amendment does not indicate or
establish an approval or consent requirement by such Guarantor under the Guaranty in connection
with the execution and delivery of amendments, consents or waivers to the Credit Agreement, the
Notes or any of the other Credit Documents.



     Section 11. Counterparts. This Amendment may be signed in any number of counterparts,
each of which shall be an original and all of which, taken together, constitute a single
instrument. This Amendment may be executed by facsimile signature and all such signatures shall be
effective as originals.



     Section 12. Successors and Assigns. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns permitted pursuant to
the Credit Agreement.



     Section 13. Invalidity. In the event that any one or more of the provisions contained
in this Amendment shall for any reason be held invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provision of this
Amendment.



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     Section 14. Governing Law. This Amendment shall be deemed to be a contract made under
and shall be governed by and construed in accordance with the laws of the State of Texas.



     Section 15. Entire Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS
AMENDMENT, THE NOTES, AND THE OTHER CREDIT DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS,
WRITTEN OR ORAL, WITH RESPECT THERETO.



THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.




[The remainder of this page has been left blank intentionally.]




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     EXECUTED to be effective as of the Effective Date.



	 	 	 	 	 	 	 
	 	 	BORROWERS:
	 
	 	 	 	 	 	 
	 	 	COMPLETE PRODUCTION SERVICES, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/  Mike Mayer	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Mike Mayer, Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	INTEGRATED PRODUCTION SERVICES LTD.
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/  Mike Mayer	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Mike Mayer, Chief Financial Officer	 	 






Signature page to Second Amendment to Credit Agreement

and Omnibus Amendment to Security Documents

(Complete Production Services, Inc.)




 









 





	 	 	 	 	 	 	 
	 	 	GUARANTORS:  
	 
	 	 	 	 	 	 
	 	 	COMPLETE ENERGY SERVICES, LLC

A&W WATER SERVICE, INC.

CES ROCKIES, INC.

CES MID-CONTINENT HAMM, INC.

GUARD DRILLING MUD DISPOSAL, INC.

HAMM & PHILLIPS SERVICE COMPANY, INC.

HAMM MANAGEMENT CO.

HYLAND ENTERPRISES, INC.

INTEGRATED PRODUCTION SERVICES, INC.

LEED TOOL CORPORATION

MONUMENT WELL SERVICE CO.

OIL TOOL RENTALS, CO.

R&W RENTAL, INC.

STRIDE WELL SERVICE COMPANY, INC.

MGM WELL SERVICES, INC.

ROUSTABOUT SPECIALTIES, INC.

SERVICIOS HOLDINGS I, INC.

SERVICIOS HOLDINGS II, INC.

TURNER ENERGY SERVICES, LLC

TURNER ENERGY SWD, LLC

LOYD JONES WELL SERVICE, LLC

FEMCO SWD, INC.

PUMPCO ENERGY SERVICES, INC.

TEXAS CES, INC.

CES SWD TEXAS, INC.

WSTX HOLDINGS LLC

ALLIANCE ENERGY SERVICE CO. LLC

BIG MAC TRUCKING COMPANY, INC.

I.E. MILLER SERVICES, INC.
	 
	 	 	 	 	 	 
	 

	 	Each by:	 	/s/ Mike Mayer	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Mike Mayer, Vice President	 	 






[continued]




Signature page to Second Amendment to Credit Agreement

and Omnibus Amendment to Security Documents

(Complete Production Services, Inc.)




 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	SWEETWATER PRODUCED WATER

DISPOSAL, LLC	 	 
	 	 	 	 	By:	 	Hyland Enterprises, Inc.

its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/ Mike Mayer	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Mike Mayer, Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	GREASEWOOD, LLC	 	 
	 	 	 	 	By:	 	Hyland Enterprises, Inc.,

its managing member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/ Mike Mayer	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Mike Mayer, Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	BIC MAC TANK TRUCKS, LLC

By: Big Mac Trucking Company, Inc., its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/ Mike Mayer	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Mike Mayer, Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	FUGO SERVICES, LLC	 	 
	 	 	By: Big Mac Trucking Company, Inc., its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/ Mike Mayer	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Mike Mayer, Vice President	 	 






[continued]




Signature page to Second Amendment to Credit Agreement

and Omnibus Amendment to Security Documents

(Complete Production Services, Inc.)




 









 





	 	 	 	 	 	 	 
	 	 	ADMINISTRATIVE AGENT AND LENDERS:  
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

as US Administrative Agent, Swing Line Lender, Issuing 

Lender and a US Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Philip C. Lauinger III	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	          Philip C. Lauinger III

          Senior Vice President	 	 






Signature page to Second Amendment to Credit Agreement

and Omnibus Amendment to Security Documents

(Complete Production Services, Inc.)




 









 





	 	 	 	 	 	 	 
	 	 	HSBC BANK CANADA  
	 	 	as Canadian Administrative Agent, Canadian Swingline
	 	 	Lender, Canadian Issuing Lender and a Canadian Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Kevin Bale	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Kevin Bale	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Assistant Vice President, Energy Financing	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Sandy Hayer	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Sandy Hayer	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Account Manager, Energy Financing	 	 
	 

	 	 	 	 	 	 





Signature page to Second Amendment to Credit Agreement

and Omnibus Amendment to Security Documents

(Complete Production Services, Inc.)




 









 





	 	 	 	 	 	 	 
	 	 	AMEGY BANK N.A.  
	 	 	as a US Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Kenyatta B. Gibbs	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Kenyatta B. Gibbs	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 





Signature page to Second Amendment to Credit Agreement

and Omnibus Amendment to Security Documents

(Complete Production Services, Inc.)




 









 





	 	 	 	 	 	 	 
	 	 	COMERICA BANK  
	 	 	as a US Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Cyd Dillahunty	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Cyd Dillahunty	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President — Texas Division	 	 
	 

	 	 	 	 	 	 





Signature page to First Amendment

(Complete Production Services, Inc.)




 









 





	 	 	 	 	 	 	 
	 	 	UBS LOAN FINANCE LLC  
	 	 	as a US Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ David B. Julie	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	David B. Julie	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Associate Director	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Irja R. Otsa	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Irja R. Otsa	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Associate Director	 	 
	 

	 	 	 	 	 	 





Signature page to Second Amendment to Credit Agreement

and Omnibus Amendment to Security Documents

(Complete Production Services, Inc.)




 









 






	 	 	 	 	 	 	 
	 	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH,  
	 	 	as a US Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Vanessa Gomez	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Vanessa Gomez	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Mikhail Faybusovich	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Mikhail Faybusovich	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Associate	 	 
	 

	 	 	 	 	 	 





Signature page to Second Amendment to Credit Agreement

and Omnibus Amendment to Security Documents

(Complete Production Services, Inc.)




 









 





	 	 	 	 	 	 	 
	 	 	CITIBANK, N.A.  
	 	 	as a US Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Dale T. Wilson	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Dale T. Wilson	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 





Signature page to Second Amendment to Credit Agreement

and Omnibus Amendment to Security Documents

(Complete Production Services, Inc.)




 









 





	 	 	 	 	 	 	 
	 	 	NATIXIS (formerly known as Natexis Banques Populaires)  
	 	 	as a US Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Daniel Payer	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Daniel Payer	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Director	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Louis P. Laville, III	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Louis P. Laville, III	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Managing Director	 	 
	 

	 	 	 	 	 	 





Signature page to Second Amendment to Credit Agreement

and Omnibus Amendment to Security Documents

(Complete Production Services, Inc.)




 









 





	 	 	 	 	 	 	 
	 	 	BANK OF TEXAS, N.A.  
	 	 	as a US Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Marion Livingston	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Marion Livingston	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 





Signature page to Second Amendment to Credit Agreement

and Omnibus Amendment to Security Documents

(Complete Production Services, Inc.)




 









 





	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.  
	 	 	as a US Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Thomas Okamoto 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Thomas Okamoto 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President 	 	 
	 

	 	 	 	 	 	 





Signature page to Second Amendment to Credit Agreement

and Omnibus Amendment to Security Documents

(Complete Production Services, Inc.)




 









 





	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.  
	 	 	as a US Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Gary L. Mingle 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Gary L. Mingle 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Senior Vice President 	 	 
	 

	 	 	 	 	 	 





Signature page to Second Amendment to Credit Agreement

and Omnibus Amendment to Security Documents

(Complete Production Services, Inc.)





 












 





SCHEDULE II




Commitments




	 	 	 	 	 	 	 	 	 
	Lenders	 	US Commitment	 	Canadian Commitment
	Wells Fargo Bank, National Association 
	 	$	80,000,000	 	 	$	0.00	 
	HSBC Bank Canada
	 	$	0.00	 	 	$	40,000,000	 
	Amegy Bank N.A.
	 	$	60,000,000	 	 	$	0.00	 
	Comerica Bank
	 	$	50,000,000	 	 	$	0.00	 
	UBS Loan Finance LLC
	 	$	10,000,000	 	 	$	0.00	 
	Credit Suisse, Cayman Islands Branch
	 	$	5,000,000	 	 	$	0.00	 
	Citibank, N.A.
	 	$	30,000,000	 	 	$	0.00	 
	Natixis
	 	$	20,000,000	 	 	$	0.00	 
	Bank of Texas, N.A.
	 	$	15,000,000	 	 	$	0.00	 
	JPMorgan Chase Bank, N.A.
	 	$	50,000,000	 	 	$	0.00	 
	Bank of America, N.A.
	 	$	40,000,000	 	 	$	0.00	 
	TOTAL:
	 	$	360,000,000	 	 	$	40,000,000	 






Schedule II




 









 








SCHEDULE 1

to the US Security Agreement




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	of	 	 	 	 	 	 	 	 	 	 	 	Federal	 	 
	 	 	Formation /	 	Type of	 	Addresses where records	 	 	 	Org.	 	Tax ID	 	 
	Grantor	 	Filing	 	Org.	 	for Collateral are kept	 	Address for Notice	 	Number	 	Number	 	Prior Names
	A&W Water Service,
Inc.

	 	Colorado
	 	Corporation
	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	CO 19871322674	 	 	84-0736559	 	 	None
	 
	 	 	 	 	 	11700 Old Katy Road,
Suite 300

Houston, Texas 77079	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Alliance Energy
Services Co.,
	 	Colorado
	 	Limited Liability
Company
	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	 	19941130067	 	 	 	84-1291094	 	 	None
	 LLC

	 	 	 	 	 	11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Big Mac Tank
Trucks, LLC

	 	Delaware
	 	Limited Liability
Company
	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	 	4051201	 	 	 	20-3704436	 	 	None
	 

	 	 	 	 	 	11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Big Mac Trucking
Company,

	 	Delaware
	 	Corporation
	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	 	4024751	 	 	 	20-3704404	 	 	None
	Inc.

	 	 	 	 	 	11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CES Mid-Continent
Hamm, Inc.

	 	Delaware
	 	Corporation
	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	 	3864934	 	 	 	56-2484983	 	 	None
	 

	 	 	 	 	 	11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	of	 	 	 	 	 	 	 	 	 	 	 	Federal	 	 
	 	 	Formation /	 	Type of	 	Addresses where records	 	 	 	Org.	 	Tax ID	 	 
	Grantor	 	Filing	 	Org.	 	for Collateral are kept	 	Address for Notice	 	Number	 	Number	 	Prior Names
	CES Rockies, Inc.

	 	Delaware
	 	Corporation
	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	DE 3784214
	 	 	90-0155974	 	 	None
	 

	 	 	 	 	 	11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CES SWD Texas, Inc.

	 	Texas
	 	Corporation
	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	 	800829443	 	 	 	26-0372746	 	 	None
	 

	 	 	 	 	 	11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Complete Energy 

Services, LLC

	 	Delaware
	 	Limited Liability

Company
	 	Complete Production
Services, Inc.

11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	Complete Production
Services, Inc.

11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	4010234	 	 	 	34-2054142	 	 	Complete Energy
Services, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Complete Production
Services, Inc.

	 	Delaware
	 	Corporation
	 	Complete Production
Services, Inc.

11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	Complete Production
Services, Inc.

11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer
	 	 	3393338	 	 	 	721503959	 	 	Integrated

Production
Services, Inc.;
Saber Energy
Services, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Femco SWD, Inc.

	 	Delaware
	 	Corporation
	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	 	4233924	 	 	 	20-5724338	 	 	None
	 

	 	 	 	 	 	11700 Old Katy Road,
Suite 300 

Houston, Texas 77079
	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	of	 	 	 	 	 	 	 	 	 	 	 	Federal	 	 
	 	 	Formation /	 	Type of	 	Addresses where records	 	 	 	Org.	 	Tax ID	 	 
	Grantor	 	Filing	 	Org.	 	for Collateral are kept	 	Address for Notice	 	Number	 	Number	 	Prior Names
	Fugo Services, LLC

	 	Delaware
	 	Limited 	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	 	4051206	 	 	 	20-3878851	 	 	None
	 

	 	 	 	Liability

Company
	 	11700 Old Katy Road,
Suite 300 

Houston, Texas 77079
	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Greasewood, LLC

	 	Wyoming
	 	Limited
	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	 	2001-	 	 	 	87-0737499	 	 	None
	 

	 	 	 	 Liability

Company	 	11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	00426635	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Guard Drilling Mud
Disposal,
	 	Delaware
	 	Corporation
	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	 	3861210	 	 	 	57-1212570	 	 	None
	 Inc.

	 	 	 	 	 	11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Hamm & Phillips
Service
	 	Delaware
	 	Corporation
	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	 	3860923	 	 	 	73-1719295	 	 	None
	 Company, Inc.

	 	 	 	 	 	11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Hamm Management Co.

	 	Delaware
	 	Corporation
	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	 	3862537	 	 	 	32-0127471	 	 	None
	 

	 	 	 	 	 	11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Hyland Enterprises,
Inc.

	 	Wyoming
	 	Corporation
	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	WY 198000145153
	 	 	83-0237273	 	 	None
	 

	 	 	 	 	 	11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	of	 	 	 	 	 	 	 	 	 	 	 	Federal	 	 
	 	 	Formation /	 	Type of	 	Addresses where records	 	 	 	Org.	 	Tax ID	 	 
	Grantor	 	Filing	 	Org.	 	for Collateral are kept	 	Address for Notice	 	Number	 	Number	 	Prior Names
	I.E. Miller
Services, Inc.

	 	Texas
	 	Corporation
	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	 	800382694	 	 	 	55-0880108	 	 	I.E. Miller 
	 

	 	 	 	 	 	11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	 	 	 	 	 	 	 	
Services, L.P.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Integrated
Production
Services,
	 	Delaware
	 	Corporation
	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	 	4277916	 	 	 	34-2058998	 	 	Integrated
	 Inc.

	 	 	 	 	 	11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	 	 	 	 	 	 	 	Production Services, LLC
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LEED Tool 

Corporation

	 	Colorado
	 	Corporation
	 	Complete Production
Services, Inc.

11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	Complete Production
Services, Inc.

11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer
	 	CO 19901009162
	 	 	84-1135139	 	 	Jody’s Welding &
Backhoe Service Corp.
Al’s Hot Oil
Service, Inc.
LEED Environmental
Services Corp.
LEED Services Corp.
T.D. Oilfield
Services, Inc.
LEED Energy
Services Corp.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loyd Jones Well 

Service, LLC

	 	Delaware
	 	Limited Liability

Company
	 	Complete Production
Services, Inc.

11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	Complete Production
Services, Inc.

11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer
	 	 	4185038	 	 	 	74-3184578	 	 	None






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	of	 	 	 	 	 	 	 	 	 	 	 	Federal	 	 
	 	 	Formation /	 	Type of	 	Addresses where records	 	 	 	Org.	 	Tax ID	 	 
	Grantor	 	Filing	 	Org.	 	for Collateral are kept	 	Address for Notice	 	Number	 	Number	 	Prior Names
	MGM Well Services,
Inc.

	 	Texas
	 	Corporation
	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	 	005276000	 	 	 	74-2226790	 	 	None
	 

	 	 	 	 	 	11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Monument Well
Service Co.

	 	Delaware
	 	Corporation
	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	 	3798493	 	 	 	84-0732088	 	 	None
	 

	 	 	 	 	 	11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Oil Tool Rentals Co.

	 	Delaware
	 	Corporation
	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	 	3861139	 	 	 	57-1212568	 	 	None
	 

	 	 	 	 	 	11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pumpco Energy
Services, Inc.

	 	Delaware
	 	Corporation
	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	 	4369518	 	 	 	71-0987310	 	 	None
	 

	 	 	 	 	 	11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	R&W Rental, Inc.

	 	Delaware
	 	Corporation
	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	 	3798494	 	 	 	84-0976340	 	 	None
	 

	 	 	 	 	 	11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	of	 	 	 	 	 	 	 	 	 	 	 	Federal	 	 
	 	 	Formation /	 	Type of	 	Addresses where records	 	 	 	Org.	 	Tax ID	 	 
	Grantor	 	Filing	 	Org.	 	for Collateral are kept	 	Address for Notice	 	Number	 	Number	 	Prior Names
	Roustabout
Specialties, Inc.

	 	Colorado
	 	Corporation
	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	 	19921095027	 	 	 	84-1211242	 	 	None
	 

	 	 	 	 	 	11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Servicios Holdings
I, Inc.

	 	Delaware
	 	Corporation
	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	 	3924874	 	 	 	None	 	 	None
	 

	 	 	 	 	 	11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Servicios Holdings
II, Inc.

	 	Delaware
	 	Corporation
	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	 	3924881	 	 	 	None	 	 	None
	 

	 	 	 	 	 	11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stride Well Service
Company,
	 	Delaware
	 	Corporation
	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	 	3861043	 	 	 	57-1212566	 	 	None
	 Inc.

	 	 	 	 	 	11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sweetwater Produced 
	 	Wyoming
	 	Limited 	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	 	2004-	 	 	 	87-0737499	 	 	None
	Water Disposal, LLC

	 	 	 	Liability

Company
	 	11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	00474873	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	of	 	 	 	 	 	 	 	 	 	 	 	Federal	 	 
	 	 	Formation /	 	Type of	 	Addresses where records	 	 	 	Org.	 	Tax ID	 	 
	Grantor	 	Filing	 	Org.	 	for Collateral are kept	 	Address for Notice	 	Number	 	Number	 	Prior Names
	Texas CES, Inc.

	 	Texas
	 	Corporation
	 	Complete Production
Services, Inc.
	 	Complete Production
Services, Inc.
	 	 	800830272	 	 	 	26-0372682	 	 	None
	 

	 	 	 	 	 	11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Turner Energy 

Services, LLC

	 	Delaware
	 	Limited Liability

Company
	 	Complete Production Services, Inc.

11700 Old Katy Road,
Suite 300

Houston, Texas 77079

	 	Complete Production
Services, Inc.

11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer
	 	 	4185034	 	 	 	74-3184576	 	 	None
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Turner Energy SWD, 

LLC

	 	Delaware
	 	Limited Liability

Company
	 	Complete Production
Services, Inc.
11700 Old Katy Road,
Suite 300

Houston, Texas 77079

	 	Complete Production
Services, Inc.

11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer
	 	 	4185036	 	 	 	74-3184575	 	 	None
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WSTX Holdings LLC

	 	Texas
	 	Limited Liability

Company
	 	Complete Production
Services, Inc.

11700 Old Katy Road,
Suite 300

Houston, Texas 77079
	 	Complete Production
Services, Inc.

11700 Old Katy
Road, Suite 300

Houston, Texas 77079

Fax: 281-372-2301

Attn: Mike Mayer
	 	 	800794241	 	 	 	None	 	 	None






 









 






SCHEDULE 2.02(a)




	 	 	 	 	 	 	 
	 	 	 	 	% of
	 	 	 	 	Membership
	Issuer	 	Type of Membership Interest and Ownership	 	Interest Owned
	Greasewood, LLC

	 	LLC membership interest directly owned
by Hyland Enterprises, Inc.
	 	 	80	%
	 
	 	 	 	 	 	 
	Greasewood, LLC

	 	LLC membership interest directly owned
by Sweetwater Produced Water Disposal,
LLC
	 	 	20	%
	 
	 	 	 	 	 	 
	Sweetwater Produced Water
Disposal, LLC

	 	LLC membership interest directly owned
by Hyland Enterprises, Inc.
	 	 	100	%
	 
	 	 	 	 	 	 
	Complete Energy Services, LLC

	 	LLC membership interest directly owned
by Complete Production Services, Inc.
	 	 	100	%
	 
	 	 	 	 	 	 
	Big Mac Tank Trucks, LLC

	 	LLC membership interest directly owned
by Big Mac Trucking Company, Inc.
	 	 	100	%
	 
	 	 	 	 	 	 
	Fugo Services, LLC

	 	LLC membership interest directly owned
by Big Mac Trucking Company, Inc.
	 	 	100	%
	 
	 	 	 	 	 	 
	Alliance Energy Service Co.,
LLC

	 	LLC membership interest directly owned
by Monument Well Service Co.
	 	 	100	%
	 
	 	 	 	 	 	 
	WSTX Holdings LLC

	 	LLC membership interest directly owned
by Turner Energy Services, LLC
	 	 	100	%
	 
	 	 	 	 	 	 
	Turner Energy Services, LLC

	 	LLC membership interest directly owned
by CES Mid-Continent Hamm, Inc.
	 	 	100	%
	 
	 	 	 	 	 	 
	Turner Energy SWD, LLC

	 	LLC membership interest directly owned
by CES Mid-Continent Hamm, Inc.
	 	 	100	%
	 
	 	 	 	 	 	 
	Loyd Jones Well Service, LLC

	 	LLC membership interest directly owned
by CES Mid-Continent Hamm, Inc.
	 	 	100	%






SCHEDULE 2.02(b)



None




SCHEDULE 2.02(c)




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Certificate	 	% of Shares
	Issuer	 	Number of Shares and Issuee	 	Number	 	Owned
	LEED Tool Corporation

	 	2,325 Shares of Common
Stock directly owned by
CES Rockies, Inc.
	 	 	9	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	A&W Water Service, Inc.

	 	7,700 Shares of Capital
Stock directly owned by
CES Rockies, Inc.
	 	 	45	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	CES Rockies, Inc.

	 	1,000 Shares of Common
Stock owned by Complete
Energy Services, LLC
	 	 	1	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Monument Well Service Co.

	 	1,000 shares of Common
Stock owned by CES
Rockies, Inc.
	 	 	1	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	R&W Rental, Inc.

	 	1,000 shares of Common
Stock owned by CES
Rockies, Inc.
	 	 	1	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Hyland Enterprises, Inc.

	 	12,340 shares of Common
Stock owned by CES
Rockies, Inc.
	 	 	6	 	 	 	100	%






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Certificate	 	% of Shares
	Issuer	 	Number of Shares and Issuee	 	Number	 	Owned
	CES Mid-Continent Hamm,
Inc.

	 	10 shares of Common Stock
owned by Complete Energy
Services, LLC
	 	 	1	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Hamm Management Co.

	 	10 shares of Common Stock
owned by CES Mid-Continent
Hamm, Inc.
	 	 	2	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Hamm & Phillips Service
Company, Inc.

	 	10 shares of Common Stock
owned by CES Mid-Continent
Hamm, Inc.
	 	 	2	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Stride Well Service
Company, Inc.

	 	10 shares of Common Stock
owned by CES Mid-Continent
Hamm, Inc.
	 	 	2	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Oil Tool Rentals, Co.

	 	10 shares of Common Stock
owned by CES Mid-Continent
Hamm, Inc.
	 	 	2	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Guard Drilling Mud
Disposal, Inc.

	 	10 shares of Common Stock
owned by CES Mid-Continent
Hamm, Inc.
	 	 	2	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Roustabout Specialties,
Inc.

	 	5000 shares of Common
Stock owned by CES
Rockies, Inc.
	 	 	1	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	MGM Well Services, Inc.

	 	668 shares of common stock
owned by Integrated
Production Services, Inc.
	 	 	8	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Servicios Holdings I, Inc.

	 	1,000 shares of common
stock owned by Integrated
Production Services, Inc.
	 	 	1	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Servicios Holdings I, Inc.

	 	1 share of common stock
owned by Integrated
Production Services, Inc.
	 	 	2	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Servicios Holdings II, Inc.

	 	1,000 shares of common
stock owned by Integrated
Production Services, Inc.
	 	 	1	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Servicios Holdings II, Inc.

	 	1 share of common stock
owned by Integrated
Production Services, Inc.
	 	 	2	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Integrated Production
Services Ltd.

	 	18,473,080 shares of
common stock owned by
Complete Production
Services, Inc.
	 	 	41C	 	 	 	100	%*
	 
	 	 	 	 	 	 	 	 	 	 
	Servicios Petrotec, SA de
CV

	 	37,904 shares of stock
owned by Servicios
Holdings I, Inc.
	 	 	2	 	 	 	50	%**
	 
	 	 	 	 	 	 	 	 	 	 
	Servicios Petrotec, SA de
CV

	 	39,452 shares of stock
owned by Servicios
Holdings II, Inc.
	 	 	1	 	 	 	50	%**
	 
	 	 	 	 	 	 	 	 	 	 
	Big Mac Trucking Company,
Inc.

	 	10 shares of common stock
owned by CES Mid-Continent
Hamm, Inc.
	 	 	2	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	CES SWD Texas, Inc.

	 	1000 shares of common
stock owned by Texas CES,
Inc.
	 	 	1	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Femco SWD, Inc.

	 	1000 shares of common
stock owned by CES
Mid-Continent Hamm, Inc.
	 	 	1	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Pumpco Energy Services,
Inc.

	 	1000 shares of common
stock owned by Integrated
Production Services, Inc.
	 	 	1	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Texas CES, Inc.

	 	1000 shares of common
stock owned by Complete
Energy Services, LLC
	 	 	1	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Integrated Production
Services Inc.

	 	1000 shares of common
stock owned by Complete
Production Services, Inc.
	 	 	1	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	I.E. Miller Services, Inc.

	 	1000 shares of common
stock owned by Complete
Production Services, Inc.
	 	 	1	 	 	 	100	%








 




			
	*	 	Complete Production Services, Inc. owns 100% of the shares of
Integrated Production Services Ltd. but only 66% of such shares shall
constitute Pledged Collateral.
	 
	**	 	Servicios Holdings I, Inc. and Servicios Holdings II, Inc, collectively own
100% of the shares of Servicios Petrotec, SA de CV, but only 66% of such shares
shall constitute Pledged Collateral.