**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“USBorrower”), Integrated Production Services, Ltd., a corporation governed by thelaws of Alberta, Canada (the “Canadian Borrower”; together with the US Borrower, the“Borrowers”), the Lenders (as defined below) party hereto, Wells Fargo Bank, NationalAssociation, as administrative agent (in such capacity, the “US Administrative Agent”),swing line lender (in such capacity, the “US Swingline Lender”), and issuing lender (insuch capacity, the “US Issuing Lender”) and HSBC Bank Canada, as administrative agent (insuch capacity, the “Canadian Administrative Agent”), swing line lender (in such capacity,the “Canadian Swingline Lender”), and issuing lender (in such capacity, the “CanadianIssuing Lender”).**INTRODUCTION**     A. The Borrowers, the US Administrative Agent, the Canadian Administrative Agent, the USSwingline Lender, the US Issuing Lender, the Canadian Swingline Lender, the Canadian Issuing Lenderand lenders party thereto from time to time (the “Lenders”) are parties to that certainSecond Amended and Restated Credit Agreement dated as of December 6, 2006 (the “CreditAgreement”).     B. The Lenders and the Borrowers wish to make certain amendments to the Credit Agreement asset forth below.     THEREFORE, the Borrowers, the US Administrative Agent, the Canadian Administrative Agent andthe Lenders hereby agree as follows:     Section 1. Definitions. Unless otherwise defined in this Amendment, terms used inthis Amendment that are defined in the Credit Agreement shall have the meanings assigned to suchterms in the Credit Agreement.     Section 2. Amendment to Credit Agreement. Section 6.8 of the Credit Agreement ishereby deleted and replaced in its entirety with the following:     *Section 6.8**Sale of Assets**. The Company shall not, nor shall it permitany Subsidiary to sell, convey, or otherwise transfer any of its assets outside theordinary course of business, except that (i) the Credit Parties may, during anyfiscal year of the Company sell, convey or otherwise transfer assets (includingEquity Interests in any Subsidiary) outside the ordinary course of business up to anaggregate net book value equal to 10% of aggregate net book value of the fixedassets of the Company and it Subsidiaries as set forth in the Financial Statementsmost recently delivered under Section 5.2;**provided**that such assets may notbe 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 ofits assets to any other Credit Party (other than a Foreign Credit Party) so long asno Default or Event of Default has occurred and is continuing or would be causedthereby;**provided**that the receiving Credit Party shall ratify, grant andconfirm the Liens on such assets (and any other related Collateral) pursuant to*
 

 
*documentation satisfactory to the US Administrative Agent; and (iii) anyForeign Credit Party may sell, convey, or otherwise transfer any of its assets toany other Foreign Credit Party so long as no Default or Event of Default hasoccurred and is continuing or would be caused thereby;**provided**that thereceiving Foreign Credit Party shall ratify, grant and confirm the Liens on suchassets (and any other related Collateral) pursuant to documentation satisfactory tothe Canadian Administrative Agent.*     Section 3. Representations and Warranties. Each Borrower represents and warrants tothe 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 theCredit Agreement and in the other Credit Documents are true and correct in all material respects asof Effective Date except for those representations and warranties which were expressly made as ofan 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 thecorporate power and authority of such Borrower and have been duly authorized by appropriateproceedings,     (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 generalprinciples of equity; and     (e) the Liens under the Security Documents are valid and subsisting to secure the obligationscovered thereby.     Section 4. Effectiveness. This Amendment shall become effective, and the CreditAgreement shall be amended as provided in this Amendment, upon the occurrence of the followingconditions precedent:     (a) the Borrowers, Guarantors, the US Administrative Agent, the Canadian Administrative Agentand the Majority Lenders shall have delivered executed counterparts of this Amendment to the USAdministrative Agent;     (b) the US Borrower and the Domestic Subsidiaries created after the effective date of theCredit Agreement shall have executed and delivered to the US Administrative Agent supplements tothe US Guaranty, the US Security Agreement and the US Pledge Agreement in form and substancesatisfactory to the US Administrative Agent;     (c) as of the Effective Date and after giving effect to this Amendment, the representationsand warranties in this Amendment shall be true and correct in all material respects and no Defaultor 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 arepayable 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’sor the Canadian Borrower’s obligations, as applicable, under the Credit Agreement and the CreditDocuments and certain other amounts in accordance with such Guaranty, (ii) has reviewed thisAmendment, and (iii) represents and warrants that such Guarantor has no defenses to the enforcementof its Guaranty, and that according to its terms such Guaranty will continue in full force andeffect to guaranty the US Borrower’s or the Canadian Borrower’s obligations under the CreditDocuments, as applicable, as the same may be amended, supplemented, or otherwise modified, and suchother 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 towhich it is a party, and that according to their respective terms, the Security Documents to whichit is a party will continue in full force and effect, as the same may be amended, supplemented, orotherwise modified, and (iii) acknowledge, represent, and warrant that the liens and securityinterests created by such Security Documents are valid and subsisting and create an AcceptableSecurity Interest in the Collateral subject thereto, as the same may be amended, supplemented, orotherwise modified.     (c) The delivery of this Amendment does not indicate or establish a requirement that anyGuaranty or Security Document requires any Guarantor’s approval of amendments to the CreditAgreement, but has been furnished to the US Administrative Agent, the Canadian Administrative Agentand 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 fullforce and effect as originally executed, and nothing herein shall act as a waiver of any of the USAdministrative Agent’s, the Canadian Administrative Agent’s, or Lenders’ rights under the CreditDocuments, as amended, including the waiver of any Default or Event of Default, howeverdenominated.     (b) This Amendment is a Credit Document for the purposes of the provisions of the other CreditDocuments. Without limiting the foregoing, any breach of representations, warranties, andcovenants 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 andenforced 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 byfacsimile 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, ASDEFINED IN THE CREDIT AGREEMENT REFERRED TO IN THIS AMENDMENT, REPRESENT THE FINAL AGREEMENT AMONGTHE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORALAGREEMENTS 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: