COMPLETE PRODUCTION SERVICES,
INC.
8.0% Senior Notes due
2016
REGISTRATION RIGHTS
AGREEMENT
Credit Suisse
Securities (USA) LLC
As Representative of the Initial Purchasers
c/o Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York
10010-3629
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, without limitation, the
Initial Purchasers), the Exchange Securities (as defined below) and
the Private Exchange Securities (as defined below) (collectively,
the “ Holders ”), as follows:
1.
Registered Exchange Offer . The Company shall, at its own
cost, prepare and, not later than 180 days after (or if the
180th day is not a business day, the first business day thereafter)
(the “ Filing Deadline ”) the date of original
issue of the Initial Securities (the “ Issue Date
”), file with the Securities and Exchange Commission (the
“ Commission ”) a registration statement (the
“ Exchange Offer Registration Statement ”) on an
appropriate form under the Securities Act of 1933, as amended (the
“ Securities Act ”), with respect to a proposed
offer (the “ Registered Exchange Offer ”) to the
Holders of Transfer Restricted Securities (as defined in Section
6(d) hereof), who are not prohibited by any law or policy of the
Commission from participating in the Registered Exchange Offer, to
issue and deliver to such Holders, in exchange for the Initial
Securities, a like aggregate principal amount of debt securities
(the “ Exchange Securities ”) of the Company
issued under the Indenture and identical in all material respects
to the Initial Securities (except for the transfer restrictions
relating to the Initial Securities and the provisions relating to
the matters described in Section 6(d) hereof) that would be
registered under the Securities Act. The Company shall use its
reasonable best efforts to cause such Exchange Offer Registration
Statement to be declared effective under the Securities Act within
270 days (or if the 270th day is not a business day, the first
business day thereafter) after the Issue Date (an “
Effectiveness Deadline ”) of the Initial Securities
and shall keep the Exchange Offer Registration Statement effective
for not less than 30 days (or longer, if required by
applicable law) after the date notice of the Registered Exchange
Offer is mailed to the Holders (such period being called the
“ Exchange Offer Registration Period
”).
If the Company
commences the Registered Exchange Offer, the Company (i) will
be entitled to close the Registered Exchange Offer 30 days
after the commencement thereof provided that the Company has
accepted all the Initial Securities theretofore validly tendered,
and not withdrawn, in accordance with the terms of the Registered
Exchange Offer and (ii) will be required to consummate the
Registered Exchange Offer no later than 40 days after the date
on which the Exchange Offer Registration Statement is declared
effective (the “ Consummation Deadline
”).
Following the
declaration of the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange
Offer to enable each Holder of Transfer Restricted Securities (as
defined in Section 6(d) hereof) electing to exchange the Initial
Securities for Exchange Securities (assuming that such Holder is
not an affiliate of the Company within the meaning of the
Securities Act, acquires the Exchange Securities in the ordinary
course of such Holder’s business and has no arrangements or
understanding with any person to participate in the distribution of
the Exchange Securities and is not prohibited by any law or policy
of the Commission from participating in the Registered Exchange
Offer) to trade such Exchange Securities from and after their
receipt without any limitations or restrictions under the
Securities Act and without material restrictions under the
securities laws of the several states of the United States;
provided, however , that the Exchanging Dealer (as defined
below) will be required to deliver a prospectus in connection with
resales of Exchange Securities.
The Company
acknowledges that, pursuant to current interpretations by the
Commission’s staff of Section 5 of the Securities Act,
in the absence of an applicable exemption therefrom, (i) each
Holder which is a broker-dealer electing to exchange Initial
Securities, acquired for its own account as a result of market
making activities or other trading activities, for Exchange
Securities (an “ Exchanging Dealer ”), is
required to deliver a prospectus containing the information set
forth in (a) Annex A hereto on the cover, (b) Annex B
hereto in the “Exchange Offer Procedures” section and
the “Purpose of the Exchange Offer” section, and
(c) Annex C hereto in the “Plan of Distribution”
section of such prospectus in connection with a sale of any such
Exchange Securities received by such Exchanging Dealer pursuant to
the Registered Exchange Offer and (ii) an Initial Purchaser
that elects to sell Exchange Securities acquired in exchange for
Initial Securities constituting any portion of an unsold allotment
is required to deliver a prospectus containing the information
required by Items 507 or 508 of Regulation S-K under the
Securities Act, as applicable, in connection with such
sale.
The Company shall
use its reasonable best efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the
prospectus contained therein, in order to permit such prospectus to
be lawfully delivered by all persons subject to the prospectus
delivery requirements of the Securities Act for such period of time
as such persons must comply with such requirements in order to
resell the Exchange Securities; provided, however , that
(i) in the case where such prospectus and any amendment or
supplement thereto must be delivered by an Exchanging Dealer or an
Initial Purchaser, such period shall be the lesser of 180 days
and the date on which all Exchanging Dealers and the Initial
Purchasers have sold all Exchange Securities held by them (unless
such period is extended pursuant to Section 3(j) below) and
(ii) the Company shall make such prospectus and any amendment
or supplement thereto, available to any broker-dealer for use in
connection with any resale of any Exchange Securities for a period
of not less than 90 days after the consummation of the
Registered Exchange Offer.
If, upon
consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its
initial distribution, the Company, simultaneously with the delivery
of the Exchange Securities pursuant to the Registered Exchange
Offer, shall issue and deliver to such Initial Purchaser upon the
written request of such Initial Purchaser, in exchange (the “
Private Exchange ”) for the Initial Securities held by
such Initial Purchaser, a like principal amount of debt securities
of the Company issued under the Indenture and identical in all
material respects (including the existence of restrictions
on
2
transfer under
the Securities Act and the securities laws of the several states of
the United States, but excluding provisions relating to the matters
described in Section 6 hereof) to the Initial Securities (the
“ Private Exchange Securities ”). The Initial
Securities, the Exchange Securities and the Private Exchange
Securities are herein collectively called the “
Securities ”.
In connection with
the Registered Exchange Offer, the Company shall:
(a) deliver to
each Holder a copy of the prospectus forming part of the Exchange
Offer Registration Statement, together with an appropriate letter
of transmittal and related documents;
(b) keep the
Registered Exchange Offer open for not less than 30 days (or
longer, if required by applicable law) after the date notice
thereof is mailed to the Holders;
(c) utilize the
services of a depositary for the Registered Exchange Offer, which
may be the Trustee or an affiliate of the Trustee;
(d) permit Holders
to withdraw tendered Securities at any time prior to the close of
business, New York time, on the last business day on which the
Registered Exchange Offer shall remain open; and
(e) otherwise
comply with all applicable laws.
As soon as
practicable after the close of the Registered Exchange Offer or the
Private Exchange, as the case may be, the Company shall:
(x) accept for
exchange all the Securities validly tendered and not withdrawn
pursuant to the Registered Exchange Offer and the Private
Exchange;
(y) deliver to the
Trustee for cancellation all the Initial Securities so accepted for
exchange; and
(z) cause the
Trustee to authenticate and deliver promptly to each Holder of the
Initial Securities, Exchange Securities or Private Exchange
Securities, as the case may be, equal in principal amount to the
Initial Securities of such Holder so accepted for
exchange.
The Indenture will
provide that the Exchange Securities will not be subject to the
transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all matters as one
class and that none of the Securities will have the right to vote
or consent as a class separate from one another on any
matter.
Interest on each
Exchange Security and Private Exchange Security issued pursuant to
the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was
paid on the Initial Securities surrendered in exchange therefor or,
if no interest has been paid on the Initial Securities, from the
date of original issue of the Initial Securities.
Each Holder
participating in the Registered Exchange Offer shall be required to
represent to the Company that at the time of the consummation of
the Registered Exchange Offer (i) any Exchange Securities
received by such Holder will be acquired in the ordinary course of
business, (ii) such Holder will have no arrangements or
understanding with any person to participate in the distribution of
the Securities or the Exchange Securities within the meaning of the
Securities Act, (iii) such Holder is not an
“affiliate,” as defined in Rule 405 of the
Securities Act, of the Company or if it is an affiliate, such
Holder will comply
3
with the
registration and prospectus delivery requirements of the Securities
Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to
engage in, the distribution of the Exchange Securities and
(v) if such Holder is a broker-dealer, that it will receive
Exchange Securities for its own account in exchange for Initial
Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required
to acknowledge that it will deliver a prospectus in connection with
any resale of such Exchange Securities.
Notwithstanding
any other provisions hereof, the Company will ensure that
(i) any Exchange Offer Registration Statement and any
amendment thereto and any prospectus forming part thereof and any
supplement thereto complies in all material respects with the
Securities Act and the rules and regulations thereunder,
(ii) any Exchange Offer Registration Statement and any
amendment thereto does not, when it becomes effective, contain an
untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading and (iii) any prospectus
forming part of any Exchange Offer Registration Statement, and any
supplement to such prospectus, does not include an untrue statement
of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading.
2. Shelf
Registration . If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission,
the Company is not permitted to effect a Registered Exchange Offer,
as contemplated by Section 1 hereof, (ii) the Registered
Exchange Offer is not consummated within 310 days of the Issue
Date, (iii) any Initial Purchaser so requests with respect to
the Initial Securities (or the Private Exchange Securities) not
eligible to be exchanged for Exchange Securities in the Registered
Exchange Offer and held by it following consummation of the
Registered Exchange Offer or (iv) any Holder (other than an
Exchanging Dealer) is not eligible to participate in the Registered
Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange
Offer, such Holder does not receive freely tradeable Exchange
Securities on the date of the exchange, the Company shall take the
following actions (the date on which any of the conditions
described in the foregoing clauses (i) through (iv) occur,
including in the case of clauses (iii) or (iv) the
receipt of the required notice, being a “ Trigger Date
”):
(a) The Company
shall, at its cost, as promptly as practicable (but in no event
more than 30 days after the Trigger Date (such 30th day being
a “ Filing Deadline ”), file with the Commission
and thereafter shall use its reasonable best efforts to cause to be
declared effective (unless it becomes effective automatically upon
filing) ((1) in the case of clause (i) above, no later than
270 days after the Issue Date and (2) in the case of
clause (ii), (iii) or (iv) above, no later than
75 days after the Filing Deadline (such 270th or 75th day, as
applicable being an “ Effectiveness Deadline ”)
a registration statement (the “ Shelf Registration
Statement ” and, together with the Exchange Offer
Registration Statement, a “ Registration Statement
”) on an appropriate form under the Securities Act relating
to the offer and sale of the Transfer Restricted Securities (as
defined in Section 6 hereof) by the Holders thereof from time
to time in accordance with the methods of distribution set forth in
the Shelf Registration Statement and Rule 415 under the
Securities Act (hereinafter, the “ Shelf Registration
”); provided, however , that no Holder (other than an
Initial Purchaser) shall be entitled to have the Securities held by
it covered by such Shelf Registration Statement unless such Holder
agrees in writing to be bound by all the provisions of this
Agreement applicable to such Holder.
(b) The Company
shall use its reasonable best efforts to keep the Shelf
Registration Statement continuously effective in order to permit
the prospectus included therein to be lawfully delivered by the
Holders of the relevant Securities, for a period of two years (or
for such longer period if extended pursuant to Section 3(j) below)
from the date of its effectiveness or such
4
shorter period
that will terminate when all the Securities covered by the Shelf
Registration Statement (i) have been sold pursuant thereto or
(ii) are no longer restricted securities (as defined in
Rule 144 under the Securities Act, or any successor rule
thereof). The Company shall be deemed not to have used its
reasonable best efforts to keep the Shelf Registration Statement
effective during the requisite period if it voluntarily takes any
action that would result in Holders of Securities covered thereby
not being able to offer and sell such Securities during that
period, unless such action is required by applicable
law.
(c)
Notwithstanding any other provisions of this Agreement to the
contrary, the Company shall cause (i) the Shelf Registration
Statement and any amendment thereto and any related prospectus and
any supplement thereto, as of the effective date of the Shelf
Registration Statement, amendment or supplement, to comply in all
material respects with the applicable requirements of the
Securities Act and the rules and regulations of the Commission,
(ii) the Shelf Registration Statement and any amendment
thereto not to contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading
and (iii) the prospectus related to the Shelf Registration
Statement, any supplement to such prospectus, not to include any
untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make
the statements therein, in the light of the circumstances under
which they were made, not misleading.
3.
Registration Procedures . In connection with any Shelf
Registration contemplated by Section 2 hereof and, to the
extent applicable, any Registered Exchange Offer contemplated by
Section 1 hereof, the following provisions shall
apply:
(a) The Company
shall (i) furnish to each Initial Purchaser, prior to the
filing thereof with the Commission, a copy of the Registration
Statement and each amendment thereof and each supplement, if any,
to the prospectus included therein and, in the event that an
Initial Purchaser (with respect to any portion of an unsold
allotment from the original offering) is participating in the
Registered Exchange Offer or the Shelf Registration Statement, the
Company shall use its reasonable best efforts to reflect in each
such document, when so filed with the Commission, such comments as
such Initial Purchaser reasonably may propose; (ii) include
the information set forth in Annex A hereto on the cover, in Annex
B hereto in the “Exchange Offer Procedures” section and
the “Purpose of the Exchange Offer” section and in
Annex C hereto in the “Plan of Distribution” section of
the prospectus forming a part of the Exchange Offer Registration
Statement and include the information set forth in Annex D hereto
in the Letter of Transmittal delivered pursuant to the Registered
Exchange Offer; (iii) if requested by an Initial Purchaser,
include the information required by Items 507 or 508 of
Regulation S-K under the Securities Act, as applicable, in the
prospectus forming a part of the Exchange Offer Registration
Statement; (iv) include within the prospectus contained in the
Exchange Offer Registration Statement a section entitled
“Plan of Distribution,” reasonably acceptable to the
Initial Purchasers, which shall contain a summary statement of the
positions taken or policies made by the staff of the Commission
with respect to the potential “underwriter” status of
any broker-dealer that is the beneficial owner (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the “ Exchange Act ”)) of Exchange
Securities received by such broker-dealer in the Registered
Exchange Offer (a “ Participating Broker-Dealer
”), whether such positions or policies have been publicly
disseminated by the staff of the Commission or such positions or
policies, in the reasonable judgment of the Initial Purchasers
based upon advice of counsel (which may be in-house counsel),
represent the prevailing views of the staff of the Commission; and
(v) in the case of a Shelf Registration Statement, include in
the prospectus included in the Shelf Registration Statement (or, if
permitted by Commission Rule 430B(b), in a prospectus
supplement that
5
becomes a part
thereof pursuant to Commission Rule 430B(f)) that is delivered
to any Holder pursuant to Section 3(d) and (f), the names of the
Holders, who propose to sell Securities pursuant to the Shelf
Registration Statement, as selling securityholders; provided,
however , that each such Holder shall have furnished to the
Company on a timely basis such information regarding the Holder as
the Company may reasonably require pursuant to Section 3(n)
hereof.
(b) The Company
shall give written notice to the Initial Purchasers, the Holders of
the Securities proposed to be sold under the Shelf Registration
Statement and any Participating Broker-Dealer from whom the Company
has received prior written notice that it will be a Participating
Broker-Dealer in the Registered Exchange Offer (which notice
pursuant to clauses (ii)-(v) hereof shall be accompanied by an
instruction to suspend the use of the prospectus until the
requisite changes have been made):
(i) when the
Registration Statement or any amendment thereto has been filed with
the Commission and when the Registration Statement or any
post-effective amendment thereto has become effective;
(ii) of any
request by the Commission for amendments or supplements to the
Registration Statement or the prospectus included therein or for
additional information;
(iii) of the
issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation of
any proceedings for that purpose, of the issuance by the Commission
of a notification of objection to the use of the form on which the
Registration Statement has been filed, and of the happening of any
event that causes the Company to become an “ineligible
issuer,” as defined in Commission Rule 405;
(iv) of the
receipt by the Company or its legal counsel of any notification
with respect to the suspension of the qualification of the
Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; and
(v) of the
happening of any event that requires the Company to make changes in
the Registration Statement or the prospectus in order that the
Registration Statement or the prospectus do not contain an untrue
statement of a material fact nor omit to state a material fact
required to be stated therein or necessary to make the statements
therein (in the case of the prospectus, in light of the
circumstances under which they were made) not
misleading.
(c) The Company
shall make every reasonable effort to obtain the withdrawal at the
earliest possible time, of any order suspending the effectiveness
of the Registration Statement.
(d) The Company
shall furnish to each Holder of Securities included within the
coverage of the Shelf Registration, without charge, at least one
copy of the Shelf Registration Statement and any post-effective
amendment or supplement thereto, including financial statements and
schedules, and, if the Holder so requests in writing, all exhibits
thereto (including those, if any, incorporated by reference). The
Company shall not, without the prior consent of the Initial
Purchasers, make any offer relating to the Securities that would
constitute a “free writing prospectus,” as defined in
Commission Rule 405.
(e) The Company
shall deliver to each Exchanging Dealer and each Initial Purchaser,
and to any other Holder who so requests, without charge, at least
one copy of the Exchange Offer
6
Registration
Statement and any post-effective amendment thereto, including
financial statements and schedules, and, if any Initial Purchaser
or any such Holder requests, all exhibits thereto (including those
incorporated by reference).
(f) The Company
shall, during the Shelf Registration Period, deliver to each Holder
of Securities included within the coverage of the Shelf
Registration, without charge, as many copies of the prospectus
(including each preliminary prospectus) included in the Shelf
Registration Statement and any amendment or supplement thereto as
such person may reasonably request. The Company consents, subject
to the provisions of this Agreement, to the use of the prospectus
or any amendment or supplement thereto by each of the selling
Holders of the Securities in connection with the offering and sale
of the Securities covered by the prospectus, or any amendment or
supplement thereto, included in the Shelf Registration
Statement.
(g) The Company
shall deliver to each Initial Purchaser, any Exchanging Dealer, any
Participating Broker-Dealer and such other persons required to
deliver a prospectus following the Registered Exchange Offer,
without charge, as many copies of the final prospectus included in
the Exchange Offer Registration Statement and any amendment or
supplement thereto as such persons may reasonably request. The
Company consents, subject to the provisions of this Agreement, to
the use of the prospectus or any amendment or supplement thereto by
any Initial Purchaser, if necessary, any Participating
Broker-Dealer and such other persons required to deliver a
prospectus following the Registered Exchange Offer in connection
with the offering and sale of the Exchange Securities covered by
the prospectus, or any amendment or supplement thereto, included in
such Exchange Offer Registration Statement.
(h) Prior to any
public offering of the Securities, pursuant to any Registration
Statement, the Company shall register or qualify or cooperate with
the Holders of the Securities included therein and their respective
counsel in connection with the registration or qualification of the
Securities for offer and sale under the securities or “blue
sky” laws of such states of the United States as any Holder
of the Securities reasonably requests in writing and do any and all
other acts or things necessary or advisable to enable the offer and
sale in such jurisdictions of the Securities covered by such
Registration Statement; provided, however , that the Company
shall not be required to (i) qualify generally to do business
in any jurisdiction where it is not then so qualified or
(ii) take any action which would subject it to general service
of process or to taxation in any jurisdiction where it is not then
so subject.
(i) To the extent
the Securities are not in book-entry form, the Company shall
cooperate with the Holders of the Securities to facilitate the
timely preparation and delivery of certificates representing the
Securities to be sold pursuant to any Registration Statement free
of any restrictive legends and in such denominations and registered
in such names as the Holders may request a reasonable period of
time prior to sales of the Securities pursuant to such Registration
Statement.
(j) Upon the
occurrence of any event contemplated by paragraphs
(ii) through (v) of Section 3(b) above during the period
for which the Company is required to maintain an effective
Registration Statement, the Company shall promptly prepare and file
a post-effective amendment to the Registration Statement or a
supplement to the related prospectus and any other required
document so that, as thereafter delivered to Holders of the
Securities or purchasers of Securities, the prospectus will not
contain an untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which
they were made, not misleading. If the Company notifies the Initial
Purchasers, the Holders of the Securities and any known
Participating Broker-Dealer in accordance with paragraphs
(ii) through (v) of Section 3(b) above to suspend the use
of the
7
prospectus
until the requisite changes to the prospectus have been made, then
the Initial Purchasers, the Holders of the Securities and any such
Participating Broker-Dealers shall suspend use of such prospectus,
and the period of effectiveness of the Shelf Registration Statement
provided for in Section 2(b) above and the Exchange Offer
Registration Statement provided for in Section 1 above shall
each be extended by the number of days from and including the date
of the giving of such notice to and including the date when the
Initial Purchasers, the Holders of the Securities and any known
Participating Broker-Dealer shall have received such amended or
supplemented prospectus pursuant to this Section 3(j) or the
Company shall have notified such Holders that disposition of such
Transfer Restricted Securities may resume under the existing
prospectus. During the period during which the Company is required
to maintain an effective Shelf Registration Statement pursuant to
this Agreement, the Company will prior to the t
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