SECOND SUPPLEMENTAL
INDENTURE
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.”
WHEREAS, the
Company and the existing Guarantors have heretofore executed and
delivered to the Trustee an indenture (the “ Indenture
”), dated as of December 6, 2006, relating to the 8%
Senior Notes due 2016 (the “ Securities ”) of
the Company, as supplemented by a First Supplemental Indenture
dated as of August 28, 2007;
WHEREAS,
Section 4.12 of the Indenture provides that if the
Company or any of its Restricted Subsidiaries acquires or creates a
Domestic Subsidiary after the Issue Date, then the Company shall
cause any such newly acquired or created Domestic Subsidiary to
become a Guarantor by executing a supplemental indenture;
and
WHEREAS, pursuant
to Section 10.1 of the Indenture, the Company, the
Guarantors and the Trustee are authorized to execute and deliver
this Supplemental Indenture to amend or supplement the Indenture
without the consent of any Holder;
NOW THEREFORE, to
comply with the provisions of the Indenture and in consideration of
the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the New Guarantors, the
other Guarantors, the Company and the Trustee mutually covenant and
agree for the equal and ratable benefit of the Holders of the
Securities as follows:
1.
Capitalized Terms .
Capitalized terms used herein withou
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