COMPLETE PRODUCTION SERVICES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 8th, 2006 • Complete Production Services, Inc. • Oil & gas field services, nec • New York
Complete Production Services, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to the several initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated November 29, 2006 (the “Purchase Agreement”), $650,000,000 aggregate principal amount of its 8.0% Senior Notes due 2016 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by certain of the Issuer’s subsidiaries who are signatories hereto as guarantors (collectively, the “Guarantors” and, together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of December 6, 2006, (the “Indenture”) among the Issuer, the Guarantors named therein and Wells Fargo Bank, National Association (the “Trustee”). As an inducement to the Initial Purchasers, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including, w
Complete Production Services, Inc. and the Guarantors Named Herein INDENTURE Dated as of December 6, 2006 Wells Fargo Bank, National Association, as Trustee 8% Senior Notes due 2016Indenture • December 8th, 2006 • Complete Production Services, Inc. • Oil & gas field services, nec • New York
INDENTURE, dated as of December 6, 2006 (the “Indenture”), among Complete Production Services, Inc., a Delaware corporation (the “Company”), the Guarantors identified herein and Wells Fargo Bank, National Association, as Trustee (the “Trustee”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 15th, 2011 • Complete Production Services, Inc. • Oil & gas field services, nec • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 13, 2011 (as it may be further amended, supplemented, restated and otherwise modified from time to time, the “Agreement”) is among (a) Complete Production Services, Inc., a Delaware corporation (“US Borrower” or the “Company”), (b) that certain subsidiary of the Company, if any, that is designated as a borrower under the Canadian Facility hereunder pursuant to Section 2.17 below (the “Canadian Borrower”; and together with the US Borrower, the “Borrowers”), (c) the Lenders (as defined below), (d) Wells Fargo Bank, National Association as US Swingline Lender (as defined below), US Issuing Lender (as defined below), and as US Administrative Agent (as defined below) for the Lenders, and (e) from and after the Canadian Facility Effective Date (as defined below), such financial institution appointed as Canadian Swingline Lender (as defined below), Canadian Issuing Lender (as defined below), and as Canadian Administrative Agent
26,000,000 SHARES COMPLETE PRODUCTION SERVICES, INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • April 26th, 2006 • Complete Production Services, Inc. • Oil & gas field services, nec • New York
Credit Suisse Securities (USA) LLC UBS Securities LLC, As Representatives of the Several Underwriters (“Representatives”), c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629
STOCK OPTION AGREEMENT TERMS AND CONDITIONS (Rev. 2008)Stock Option Agreement • August 1st, 2008 • Complete Production Services, Inc. • Oil & gas field services, nec • Delaware
These Terms and Conditions constitute a part of the Stock Option Agreement, dated as of the date set forth on the Signature Page to Stock Option Agreement Terms and Conditions made a part hereof (the “Signature Page”), concerning certain Options granted by Complete Production Services, Inc., a Delaware corporation hereinafter referred to as “Company,” to the employee of the Company (or a Subsidiary of the Company) listed on the Signature Page, hereinafter referred to as “Employee.” These Terms and Conditions and the Signature Page are collectively referred to as the “Agreement.”
NONQUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORSNonqualified Stock Option Agreement • August 1st, 2008 • Complete Production Services, Inc. • Oil & gas field services, nec • Texas
THIS AGREEMENT is made by and between Complete Production Services, Inc., a Delaware corporation hereinafter referred to as “Company,” and «Name», a non-employee director of the Company, hereinafter referred to as “Director” effective as of «Grant_Date»:
RESTRICTED STOCK AGREEMENT TERMS AND CONDITIONS (Rev. 2008)Restricted Stock Agreement • August 1st, 2008 • Complete Production Services, Inc. • Oil & gas field services, nec • Texas
These Terms and Conditions constitute a part of the Restricted Stock Agreement, dated as of the date set forth on the Signature Page to Restricted Stock Agreement Terms and Conditions made a part hereof (the “Signature Page”), concerning certain Restricted Shares issued by Complete Production Services, Inc., a Delaware corporation hereinafter referred to as “Company,” to the individual listed on the Signature Page, hereinafter referred to as “Holder.” These Terms and Conditions and the Signature Page are collectively referred to as the “Agreement.”
RESTRICTED STOCK AGREEMENT FOR NON-EMPLOYEE DIRECTORSRestricted Stock Agreement • August 1st, 2008 • Complete Production Services, Inc. • Oil & gas field services, nec • Delaware
THIS AGREEMENT, is made by and between Complete Production Services, Inc., a Delaware corporation hereinafter referred to as “Company,” and «Name», a non-employee director of the Company, hereinafter referred to as “Director” effective as of «Issuance_Date»:
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 4th, 2007 • Complete Production Services, Inc. • Oil & gas field services, nec
This Amendment to Employment Agreement (this “Amendment”) is made effective as of March 21, 2007 between Complete Production Services, Inc., a Delaware corporation and its subsidiaries (collectively the “Company”) and Joseph C. Winkler (the “Executive”).
EXECUTIVE AGREEMENTExecutive Agreement • May 4th, 2007 • Complete Production Services, Inc. • Oil & gas field services, nec • Texas
This Executive Agreement (this “Agreement”) is made effective as of the Effective Date between Complete Production Services, Inc., a Delaware corporation and its subsidiaries (collectively, the “Company”) and (“Executive”).
FORM OF UNDERWRITING AGREEMENT] SHARES COMPLETE PRODUCTION SERVICES, INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • April 4th, 2006 • Complete Production Services, Inc. • Oil & gas field services, nec • New York
Credit Suisse Securities (USA) LLC UBS Securities LLC, As Representatives of the Several Underwriters (“Representatives”), c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629
RESTRICTED STOCK AGREEMENT TERMS AND CONDITIONS (Rev. 2006)Restricted Stock Agreement • February 2nd, 2007 • Complete Production Services, Inc. • Oil & gas field services, nec • Texas
These Terms and Conditions constitute a part of the Restricted Stock Agreement, dated as of the date set forth on the Signature Page to Restricted Stock Agreement Terms and Conditions made a part hereof (the “Signature Page”), concerning certain Restricted Shares issued by Complete Production Services, Inc., a Delaware corporation hereinafter referred to as “Company,” to the individual listed on the Signature Page, hereinafter referred to as “Holder.” These Terms and Conditions and the Signature Page are collectively referred to as the “Agreement.”
Strategic Customer Relationship AgreementStrategic Customer Relationship Agreement • November 15th, 2005 • Complete Production Services, Inc. • Oil & gas field services, nec • Oklahoma
This Strategic Customer Relationship Agreement (this “Agreement”) is dated effective the 14th day of October, 2004 (the “Effective Date”), and is entered into by and among Complete Energy Services, Inc., a Delaware corporation (“Complete Energy”), CES Mid-Continent Hamm, Inc. (together with its subsidiaries, “Mid-Continent Hamm”) and Continental Resources, Inc., an Oklahoma corporation (“Continental”). Mid-Continent Hamm and Continental are sometimes individually referred to as a “Party” and are sometimes referred to collectively as the “Parties”. Complete Energy is a party to this Agreement only with respect to Section 11 hereof.
AMENDED AND RESTATED COMPLETE PRODUCTION SERVICES, INC. EXECUTIVE AGREEMENTExecutive Agreement • February 27th, 2009 • Complete Production Services, Inc. • Oil & gas field services, nec • Texas
This Amended and Restated Executive Agreement (this “Agreement”) is made effective as of December 31, 2008 between Complete Production Services, Inc. (“Complete Production Services”), a Delaware corporation and its subsidiaries (collectively, the “Company”) and (“Executive”).
SECOND AMENDMENT TO CREDIT AGREEMENT AND OMNIBUS AMENDMENT TO SECURITY DOCUMENTSCredit Agreement • November 2nd, 2007 • Complete Production Services, Inc. • Oil & gas field services, nec • Texas
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”).
FORM OF DIRECTOR RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 15th, 2005 • Complete Production Services, Inc. • Oil & gas field services, nec • Delaware
This Restricted Stock Agreement (this “Agreement”) is made as of October ___, 2005 (the “Date of Grant”), between Complete Production Services, Inc., a Delaware corporation (the “Company”), and ___ (“Director”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • November 2nd, 2007 • Complete Production Services, Inc. • Oil & gas field services, nec • New York
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.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2009 • Complete Production Services, Inc. • Oil & gas field services, nec • Texas
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of December 31, 2008 (the “Restatement Date”), by and between Complete Production Services, Inc., a Delaware corporation (“Company”), and Joseph C. Winkler (“Executive”).
FORM OF AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF COMPLETE PRODUCTION SERVICES, INC. A Delaware CorporationStockholders Agreement • March 20th, 2006 • Complete Production Services, Inc. • Oil & gas field services, nec • Delaware
This Amended and Restated STOCKHOLDERS AGREEMENT, dated as of [___], 2006 amends and restates in its entirety the Amended and Restated Stockholders Agreement (the “Previous Agreement”), dated as of September 12, 2005, by and among Complete Production Services, Inc. (the “Company”) and the other parties thereto (including parties who had become parties thereto by execution of an adoption agreement) as contemplated by Section 5.8 of the Previous Agreement and as amended by the First Amendment to the Previous Agreement, dated as of [___ ___], 2006.
COMBINATION AGREEMENT By and Among INTEGRATED PRODUCTION SERVICES, INC., COMPLETE ENERGY SERVICES, INC., COMPLETE ENERGY SERVICES, LLC, I.E. MILLER SERVICES, INC., and I.E. MILLER SERVICES, LLC Dated as of August 9, 2005Combination Agreement • September 30th, 2005 • Complete Production Services, Inc. • Texas
This Combination Agreement, dated as of August 9, 2005 (this “Agreement”), is by and among Integrated Production Services, Inc., a Delaware corporation (“IPS”), Complete Energy Services, Inc., a Delaware corporation (“Complete”), Complete Energy Services, LLC, a Delaware limited liability company (“Merger Sub-CES”), I.E. Miller Services, Inc., a Delaware corporation (“I.E. Miller”) and I.E. Miller Services, LLC, a Delaware limited liability company (“Merger Sub-IEM”).
STOCK PURCHASE AGREEMENT DATED AS OF NOVEMBER 8, 2006 AMONG COMPLETE PRODUCTION SERVICES, INC. AND INTEGRATED PRODUCTION SERVICES, LLC on the one hand AND PUMPCO SERVICES, INC. AND EACH SELLER LISTED ON SCHEDULE I HERETO on the other handStock Purchase Agreement • November 14th, 2006 • Complete Production Services, Inc. • Oil & gas field services, nec • Texas
This STOCK PURCHASE AGREEMENT, dated effective as of November 8, 2006 (this “Agreement”), by and among Complete Production Services, Inc., a Delaware corporation (“Buyer”), Integrated Production Services, LLC, a Delaware limited liability company (“Buyer Sub”), Pumpco Services, Inc., a Delaware corporation (the “Company”), and those parties listed on Schedule I hereto and signatories hereto (collectively, the “Sellers”).
NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • April 4th, 2006 • Complete Production Services, Inc. • Oil & gas field services, nec • Delaware
AGREEMENT made as of the ___day of ___, 200_, between COMPLETE PRODUCTION SERVICES, INC., fka Integrated Production Services, Inc., a Delaware corporation (the “Company”), and ___(“Employee”).
RETIREMENT AGREEMENTRetirement Agreement • May 18th, 2009 • Complete Production Services, Inc. • Oil & gas field services, nec • Texas
This Retirement Agreement (this “Agreement”) is entered into effective as of May 15, 2009 (the “Effective Date”) by and between Complete Production Services, Inc., a Delaware corporation (the “Company”), and Robert L. Weisgarber (“Executive”).
NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • April 4th, 2006 • Complete Production Services, Inc. • Oil & gas field services, nec • Delaware
AGREEMENT made as of the day of , between COMPLETE PRODUCTION SERVICES, INC., a Delaware corporation (the “Company”), and (“Director”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 15th, 2005 • Complete Production Services, Inc. • Oil & gas field services, nec • Delaware
THIS AGREEMENT is effective ___, 2005, between Complete Production Services, Inc. (the “Corporation”), and the undersigned director or officer of the Corporation (“Indemnitee”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 15th, 2005 • Complete Production Services, Inc. • Oil & gas field services, nec • Delaware
This Restricted Stock Agreement (this “Agreement”) is made as of October ___ 2005 (the “Date of Grant”), between Complete Production Services, Inc., a Delaware corporation (the “Company”), and [___] (“Employee”).
FIRST AMENDMENTFirst Amendment • August 3rd, 2007 • Complete Production Services, Inc. • Oil & gas field services, nec • Texas
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”).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • April 30th, 2009 • Complete Production Services, Inc. • Oil & gas field services, nec • New York
This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 1, 2009, among AWS, Inc., a Delaware corporation, Complete Energy, LLC, a Delaware limited liability company, I.E. Miller Services, Inc., a Texas corporation, Integrated Production Services, Inc., a Delaware corporation, Peak Oilfield Assets, LLC, a Texas limited liability company, TSWS Well Services, LLC, a Delaware 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.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2006 • Complete Production Services, Inc. • Oil & gas field services, nec • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of November 8, 2006 by and among Complete Production Services, Inc. (the “Company”) and the stockholders set forth on Exhibit A hereto (the “Stockholders”).
RETIREMENT AGREEMENTRetirement Agreement • October 9th, 2008 • Complete Production Services, Inc. • Oil & gas field services, nec • Texas
This Retirement Agreement (this “Agreement”) is entered into effective as of October 7, 2008 (the “Effective Date”) by and between Complete Production Services, Inc., a Delaware corporation (the “Company”), and J. Michael Mayer (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2005 • Complete Production Services, Inc. • Texas
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made by and between Complete Energy Services, Inc., a Delaware corporation (“Complete”), and Joseph C. Winkler (“Executive”).
