exv10w1



 





Exhibit 10.1




FIRST AMENDMENT




     This First Amendment (this “Amendment”) dated effective as of June 29, 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 (the “Credit
Agreement”).



     B. The Lenders and the Borrowers wish to make certain amendments to the Credit Agreement as
set forth below.



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



     Section 1. Definitions. Unless otherwise defined in this Amendment, terms used in
this Amendment that are defined in the Credit Agreement shall have the meanings assigned to such
terms in the Credit Agreement.



     Section 2. Amendment to Credit Agreement. Section 6.8 of the Credit Agreement is
hereby deleted and replaced in its entirety with the following:




     Section 6.8 Sale of Assets. The Company shall not, nor shall it permit
any Subsidiary to sell, convey, or otherwise transfer any of its assets outside the
ordinary course of business, except that (i) the Credit Parties may, during any
fiscal year of the Company sell, convey or otherwise transfer assets (including
Equity Interests in any Subsidiary) outside the ordinary course of business up to an
aggregate net book value equal to 10% of aggregate net book value of the fixed
assets of the Company and it Subsidiaries as set forth in the Financial Statements
most recently delivered under Section 5.2; provided that such assets may not
be sold for an amount which is less than fair market value; (ii) any Credit Party
(other than a Foreign Credit Party) may sell, convey, or otherwise transfer any of
its assets to any other Credit Party (other than a Foreign Credit Party) so long as
no Default or Event of Default has occurred and is continuing or would be caused
thereby; provided that the receiving Credit Party shall ratify, grant and
confirm the Liens on such assets (and any other related Collateral) pursuant to



 









 






documentation satisfactory to the US Administrative Agent; and (iii) any
Foreign Credit Party may sell, convey, or otherwise transfer any of its assets to
any other Foreign Credit Party so long as no Default or Event of Default has
occurred and is continuing or would be caused thereby; provided that the
receiving Foreign Credit Party shall ratify, grant and confirm the Liens on such
assets (and any other related Collateral) pursuant to documentation satisfactory to
the Canadian Administrative Agent.



     Section 3. Representations and Warranties. Each Borrower represents and warrants to
the US Administrative Agent, the Canadian Administrative Agent and the Lenders that:



     (a) After giving effect to this Amendment, the representations and warranties set forth in the
Credit Agreement and in the other Credit Documents are true and correct in all material respects as
of Effective Date except for those representations and warranties which were expressly made as of
an earlier date which shall be true and correct as of such earlier date;



     (b) after giving effect to this Amendment, no Default has occurred and is continuing;




     (c) the execution, delivery, and performance of this Amendment by such Borrower are within the
corporate power and authority of such Borrower and have been duly authorized by appropriate
proceedings,



     (d) this Amendment constitutes a 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; and



     (e) the Liens under the Security Documents are valid and subsisting to secure the obligations
covered thereby.



     Section 4. Effectiveness. This Amendment shall become effective, and the Credit
Agreement shall be amended as provided in this Amendment, upon the occurrence of the following
conditions precedent:



     (a) the Borrowers, Guarantors, the US Administrative Agent, the Canadian Administrative Agent
and the Majority Lenders shall have delivered executed counterparts of this Amendment to the US
Administrative Agent;



     (b) the US Borrower and the Domestic Subsidiaries created after the effective date of the
Credit Agreement shall have executed and delivered to the US Administrative Agent supplements to
the US Guaranty, the US Security Agreement and the US Pledge Agreement in form and substance
satisfactory to the US Administrative Agent;



     (c) as of the Effective Date and after giving effect to this Amendment, the representations
and warranties in this Amendment shall be true and correct in all material respects and no Default
or Event of Default shall exist; and



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     (d) the Borrowers shall have paid all costs and expenses which have been invoiced and are
payable pursuant to Section 9.1 of the Credit Agreement.



     Section 5. Reaffirmation of Guaranty and Liens.



     (a) Each Subsidiary of the US Borrower that is listed on the signature pages to this Amendment
(each, a “Guarantor”) (i) is party to a Guaranty, guaranteeing payment of the US Borrower’s
or the Canadian Borrower’s obligations, as applicable, under the Credit Agreement and the Credit
Documents and certain other amounts in accordance with such Guaranty, (ii) has reviewed this
Amendment, and (iii) represents and warrants that such Guarantor has no defenses to the enforcement
of its Guaranty, and that according to its terms such Guaranty will continue in full force and
effect to guaranty the US Borrower’s or the Canadian Borrower’s obligations under the Credit
Documents, as applicable, as the same may be amended, supplemented, or otherwise modified, and such
other amounts in accordance with the terms of such Guaranty.



     (b) Each Borrower and each Guarantor (i) is party to certain Security Documents, (ii)
represents and warrants that it has no defenses to the enforcement of the Security Documents to
which it is a party, and that according to their respective terms, the Security Documents to which
it is a party will continue in full force and effect, as the same may be amended, supplemented, or
otherwise modified, and (iii) acknowledge, represent, and warrant that the liens and security
interests created by such Security Documents are valid and subsisting and create an Acceptable
Security Interest in the Collateral subject thereto, as the same may be amended, supplemented, or
otherwise modified.



     (c) The delivery of this Amendment does not indicate or establish a requirement that any
Guaranty or Security Document requires any Guarantor’s approval of amendments to the Credit
Agreement, but has been furnished to the US Administrative Agent, the Canadian Administrative Agent
and the Lenders as a courtesy at the US Administrative Agent’s request.



     Section 6. Effect on Credit Documents.



     (a) Except as amended herein, the Credit Agreement and the Credit Documents remain in full
force and effect as originally executed, and nothing herein shall act as a waiver of any of the US
Administrative Agent’s, the Canadian Administrative Agent’s, or Lenders’ rights under the Credit
Documents, as amended, including the waiver of any Default or Event of Default, however
denominated.



     (b) 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 may be a Default or Event of Default under other Credit Documents.



     Section 7. Choice of Law. This Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of Texas.



     Section 8. Counterparts. This Amendment may be signed in any number of counterparts,
each of which shall be an original. Delivery of an executed counterpart of this Amendment by
facsimile shall be effective as delivery of an original counterpart hereof.



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     THIS AMENDMENT, THE CREDIT AGREEMENT, AS AMENDED HEREBY, AND THE OTHER CREDIT DOCUMENTS, AS
DEFINED IN THE CREDIT AGREEMENT REFERRED TO IN THIS AMENDMENT, REPRESENT THE FINAL AGREEMENT AMONG
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.



     THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.




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




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     EXECUTED to be effective as of the date first above written.



	 	 	 	 	 
	 	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 First Amendment

(Complete Production Services, Inc.)




 









 








	 	 	 	 	 
	 	GUARANTORS: 



The Guarantors shall be parties to this Amendment only for
purposes of Section 5 hereof.



COMPLETE ENERGY SERVICES, LLC

I.E. MILLER 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, LLC

LEED TOOL CORPORATION

MONUMENT WELL SERVICE CO.

OIL TOOL RENTALS, CO.

R&W RENTAL, INC.

RIGMOVERS, CO.

STRIDE WELL SERVICE COMPANY, INC.

THE ROSEL COMPANY

MGM WELL SERVICES, INC.

PARCHMAN ENERGY MANAGEMENT GP LLC

PARCHMAN ENERGY PARTNERSHIP LP LLC

ROUSTABOUT SPECIALTIES, INC.

VALLEY CT MANAGEMENT, LC

ADVANCED COILED TUBING, INC.

SERVICIOS HOLDINGS I, INC.

SERVICIOS HOLDINGS II, INC.

TURNER ENERGY SERVICES, LLC

TURNER ENERGY SWD, LLC

T. & J. ENERGY, LLC

LOYD JONES WELL SERVICE, LLC

FEMCO SWD, INC.

PUMPCO ENERGY SERVICES, INC.

SCIENTIFIC MICROSYSTEMS, INC.

 	 
	 	Each by:  	/s/ Mike Mayer
 	 
	 	 	Mike Mayer, Vice President 	 
	 	 	 	 
	 



[continued]




Signature page to First Amendment

(Complete Production Services, Inc.)




 









 









	 	 	 	 	 	 	 	 	 	 	 
	 	 	TEXAS CES, INC. 

CES SWD TEXAS, INC.

WSTX HOLDING LLC

ALLIANCE ENERGY SERVICE CO. LLC

I.E. MILLER SERVICES GP, L.L.C.

I.E. MILLER SERVICES LP, L.L.C.

BIG MAC TRUCKING COMPANY, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Each by: 	/s/ Mike Mayer	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Mike Mayer, Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	PARCHMAN ENERGY GROUP, LLC	 	 
	 	 	By: 	Complete Production Services, Inc.,

its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Mike Mayer	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Mike Mayer, Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	PARCHMAN OPERATING CO., LP
	 	 
	 	 	By: 	Parchman Energy Management GP LLC,

its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Mike Mayer	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Mike Mayer, Vice President	 	 






[continued]




Signature page to First Amendment

(Complete Production Services, Inc.)




 









 








	 	 	 	 	 
	 	I.E. MILLER SERVICES, L.P. 	 
	 	By:  	I.E. Miller Services GP, L.L.C., its general partner
 	 



	 	 	 	 	 
	 	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 First Amendment

(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/ Corbin M Womac
 	 
	 	 	Corbin M Womac 	 
	 	 	Assistant Vice President 	 
	 



	 	 	 	 	 
	 	HSBC BANK CANADA

as Canadian Administrative Agent, Canadian 
Swingline Lender,
Canadian Issuing Lender and a Canadian Lender

 	 
	 	By:  	/s/ Bruce Robinson
 	 
	 	 	Bruce Robinson 	 
	 	 	Assistant Vice-President


Energy Financing 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	     /s/ Sandy Hayer
 	 
	 	 	Sandy Hayer 	 
	 	 	Account Manager


Energy Financing 	 
	 



Signature page to First Amendment

(Complete Production Services, Inc.)





 









 








	 	 	 	 	 	 	 
	 	 	AMEGY BANK N.A.

as a US Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kenyatta Gibbs
	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Kenyatta Gibbs	 	 
	 	 	Title: Vice President	 	 






Signature page to First Amendment

(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/ Mary E. Evans
	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Mary E. Evans	 	 
	 	 	Title: Associate Director	 	 






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David B. Julie
	 	 
	 

	 	 	 	 	 	 
	 	 	Name: David B. Julie	 	 
	 	 	Title: Associate Director	 	 






Signature page to First Amendment

(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/ James Neira	 	 
	 

	 	 	 	 	 	 
	 	 	Name: James Neira	 	 
	 	 	Title: Associate	 	 






Signature page to First Amendment

(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 First Amendment

(Complete Production Services, Inc.)




 









 








	 	 	 	 	 	 	 
	 	 	NATIXIS (formerly known as Natexis Banques Populaires)

as a US Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Timothy L. Polvado
	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Timothy L. Polvado	 	 
	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Louis P. Laville, III	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Louis P. Laville, III	 	 
	 	 	Title: Managing Director	 	 






Signature page to First Amendment

(Complete Production Services, Inc.)




 









 








	 	 	 	 	 	 	 
	 	 	BANK OF TEXAS, N.A.

as a US Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





Signature page to First Amendment

(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 First Amendment

(Complete Production Services, Inc.)




 









 








	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.

as a US Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





Signature page to First Amendment

(Complete Production Services, Inc.)