Exhibit 10.1

THIRD AMENDMENT TO CREDIT AGREEMENT, OMNIBUS AMENDMENT TO CREDIT
DOCUMENTS AND ASSIGNMENT

     This Third Amendment to Credit Agreement, Omnibus Amendment to Credit Documents and Assignment (this “ Agreement ”) dated as of October 13, 2009 (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 Subsidiaries of the US Borrower and the Canadian Borrower party hereto as guarantors (the “ Guarantors ”), the Lenders (as defined below) party hereto, Wells Fargo Bank, National Association, as existing administrative agent (in such capacity, the “ Existing Administrative Agent ”), swing line lender (in such capacity, the “ Existing Swingline Lender ”), and issuing lender (in such capacity, the “ Existing Issuing Lender ”), Wells Fargo Foothill, LLC, a Delaware limited liability company as the successor administrative agent (in such capacity, the “ New Administrative Agent ”), successor swing line lender (in such capacity, the “ New Swingline Lender ”), and new issuing lender (in such capacity, the “ New 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 Existing Administrative Agent, the Canadian Administrative Agent, the Existing Swingline Lender, the Existing 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, as amended by the First Amendment dated June 29, 2007 and the Second Amendment to Credit Agreement and Omnibus Amendment to Security Documents dated October 9, 2007, as heretofore amended (as so amended, the “ Credit Agreement ”).

     B. To secure the Obligations (as defined in the Credit Agreement), among other things, the US Borrowers and the Guarantors (as defined in the Credit Agreement) granted liens pursuant to certain Security Documents (as defined in the Credit Agreement), including without limitation (i) that certain US Security Agreement dated as of September 12, 2005 as heretofore amended and supplemented (as so amended and supplemented and as the same may be further amended, supplemented, restated or otherwise modified from time to time, the “ US Security Agreement ”), and (b) that certain US Pledge Agreement dated as of September 12, 2005 as heretofore amended and supplemented (as so amended and supplemented and as the same may be further amended, supplemented, restated or otherwise modified from time to time, the “ US Pledge Agreement ”; and together with the US Security Agreement, collectively, the “ Security Instruments ”).

     C. To guarantee the Obligations (as defined in the Credit Agreement), among other things, the Guarantors (as defined in the Credit Agreement) executed and delivered to the Existing Administrative Agent that certain US Subsidiary Guaranty dated as of September 12, 2005 as heretofore amended and supplemented (as so amended and supplemented and as the same may be further amended, supplemented, restated or otherwise modified from time to time, the “ US Subsidiary Guaranty ”).

     D. Immediately prior hereto or concurrent herewith, Wells Fargo Bank, National Association (“ Wells Fargo Bank ”) has assigned or will assign 100% of its rights and obligations under the Credit Agreement and other Credit Documents as a US Lender to its affiliate, Wells Fargo Foothill, LLC, a Delaware limited liability company (“ WFF ”), and in connection therewith, Wells Fargo Bank wishes to resign as the US Administrative Agent, US Swingline Lender and US Issuing Lender.

     E. The US Majority Lenders (as defined in the Credit Agreement) wish to appoint WFF as the US Administrative Agent, the US Swingline Lender and US Issuing Lender.

     F. The Lenders, the Administrative Agents and the Borrowers wish to reduce the Commitments and make certain other amendments to the Credit Agreement as set forth below and the US Borrower, the Guarantors and the US Administrative Agent wish to make certain amendments to the Security Instruments as set forth below and the Guarantors and the US Administrative Agent wish to make certain amendments to the US Subsidiary Guaranty as set forth below.

     THEREFORE, the Borrowers, the Lenders, WFF and Wells Fargo hereby agree as follows:

     Section 1. Defined Terms . As used in this Agreement, each of the terms defined in the opening paragraph and the Recitals above shall have the meanings assigned to such terms therein. Each term defined in the Credit Agreement and used herein without definition shall have the meaning assigned to such term in the Credit Agreement, unless expressly provided to the contrary.

     Section 2. Other Definitional Provisions . Article, Section, Schedule, and Exhibit references are to Articles and Sections of and Schedules and Exhibits to this Agreement, unless otherwise specified. The words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “including” means “including, without limitation,”. Paragraph headings have been inserted in this Agreement as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of this Agreement and shall not be used in the interpretation of any provision of this Agreement.

     Section 3. Successor US Administrative Agent and US Issuing Lender .

     (a)  Resignation and Appointment . Pursuant to Section 8.6 of the Credit Agreement, Wells Fargo hereby notifies the US Borrower and each Lender that, effective as of the date hereof, Wells Fargo resigns as the “US Administrative Agent” and the “US Issuing Lender” under the Credit Agreement and the other Credit Documents. As provided in Section 8.6 of the Credit Agreement, upon such resignation the US Majority Lenders may appoint a successor US Administrative Agent and a successor US Issuing Lender. By execution of this Agreement, effective as of the date hereof, (i) the Lenders hereby appoint, and the US Borrower hereby agrees and approves the appointment of, WFF as the successor US Administrative Agent and the US Issuing Lender under the Credit Agreement and the other Credit Documents, and (ii) WFF hereby accepts such appointment as successor US Administrative Agent and US Issuing Lender. Nothing provided herein, including the resignation by Wells Fargo as the US Issuing Lender under the Credit Agreement, shall prevent Wells Fargo from being the “Underlying Issuer” as defined in the Credit Agreement, as amended hereby.

     (b)  Effect of Resignation and Appointment . Each of the parties hereto agrees that, as of the date hereof, (i) WFF, as the New Administrative Agent and the US Issuing Lender, shall succeed to, and become vested with, all of the rights, powers, privileges, duties and obligations of the “US Administrative Agent” and the “US Issuing Lender” (including, without limitation, all rights, powers and privileges under and in connection with the Security Documents and the Liens granted to the US Administrative Agent thereunder), (ii) the terms “US Administrative Agent” and “US Issuing Lender”, as used in the Credit Documents, shall mean WFF, in its capacity as New Administrative Agent and New Issuing Lender, respectively, effective upon its appointment as such on the date hereof, (iii) the rights (except for those rights inuring to Existing Administrative Agent’s and the Existing Issuing Lender’s benefit pursuant to Sections 9.1(b), (c), and (d) and Section 2.3(h) of the Credit Agreement and those rights that survive resignation of the Existing Administrative Agent, the resignation of the Existing Issuing Lender and/or

termination of the Credit Agreement), powers, privileges, duties and obligations of Wells Fargo, as US Administrative Agent and US Issuing Lender, shall, except as set forth in Section 3(d) hereof, be released, discharged and terminated, (iv) WFF, as New Administrative Agent, shall have no responsibility or liability for any actions taken or omitted to be taken by Wells Fargo, as Existing Administrative Agent, and (v) WFF, as New Issuing Lender, shall have no responsibility or liability for any actions taken or omitted to be taken by Wells Fargo, as Existing Issuing Lender.

     (c)  Filings of Record . The Existing Administrative Agent and Credit Parties hereby authorize the New Administrative Agent, effective upon the Existing Administrative Agent’s resignation, to file any UCC and/or other assignments and amendments necessary to reflect the Existing Administrative Agent’s resignation and the subsequent appointment of New Administrative Agent.

     (d)  Further Assurances; Continuing Obligations . The Existing Administrative Agent hereby agrees to execute and deliver to New Administrative Agent, at the Credit Parties’ expense, such additional documents, instruments or releases (all of which shall be in form and substance reasonably satisfactory to the Existing Administrative Agent and the New Administrative Agent) as the US Borrower and/or the New Administrative Agent may reasonably request to further evidence the Existing Administrative Agent’s resignation and the subsequent appointment of the New Administrative Agent and to maintain the continuous perfection and priority of the security interests of US Administrative Agent in the Collateral. Notwithstanding anything in the Credit Documents to the contrary, from and after the Effective Date, all Letters of Credit issued by the Existing Issuing Lender and outstanding on the Effective Date shall be deemed to have been issued by Wells Fargo as the Underlying Issuer under the Credit Agreement, as amended hereby.

     (e)  Assignment . As a supplement to and in no way in limitation of the provisions of the foregoing clauses (a) —(d), Existing Administrative Agent hereby assigns all liens and security interests of Existing Administrative Agent (in its capacity as US Administrative Agent under the Credit Agreement) in the Collateral to New Administrative Agent. On and after the effective date of this Agreement, all possessory collateral held by Existing Administrative Agent for the benefit of the Lenders shall be deemed to be held by Existing Administrative Agent as agent and bailee for New Administrative Agent for the benefit of the Lenders until such time as such possessory collateral has been delivered to New Administrative Agent. Notwithstanding anything herein to the contrary, all of such liens and security interests shall in all respects be continuing and in effect and are hereby reaffirmed. Without limiting the generality of the foregoing, any reference to Existing Administrative Agent on any publicly filed document, to the extent such filing relates to the liens and security interests in the Collateral assigned hereby and until such filing is modified to reflect the interests of New Administrative Agent, shall, with respect to such liens and security interests, constitute a reference to Existing Administrative Agent as collateral representative of New Administrative Agent; provided, that the parties hereto agree that Existing Administrative Agent’s role as such collateral representative shall impose no duties, obligations, or liabilities on Existing Administrative Agent, including, without limitation, any duty to take any type of direction regarding any action to be taken against such Collateral, whether such direction comes from the New Administrative Agent, the Majority Lenders or otherwise and the Existing Administrative Agent shall have the full benefit of the protective provisions of the Credit Documents, including but not limited to Section 9.1(b) of the Credit Agreement, while serving in such capacity). Such sale and assignment is without recourse to the Existing Administrative Agent or the Existing Issuing Lender and, except as expressly provided herein, without representation or warranty by the Existing Administrative Agent or the Existing Issuing Lender.

     (f)  Protective Provisions . Notwithstanding the foregoing resignation, appointment and assignment and notwithstanding anything herein or in any other Credit Document to the contrary, the Existing Administrative Agent shall have the full benefit of the protective provisions of the Credit

Documents and such protective provisions shall continue to inure to Existing Administrative Agent’s benefit as to any actions taken or omitted to be taken by Existing Administrative Agent while it served as US Administrative Agent under the Credit Agreement and the other Credit Documents and New Administrative Agent shall bear no responsibility for any actions taken or omitted to be taken by Existing Administrative Agent while it served as US Administrative Agent under the Credit Agreement and the other Credit Documents or for any other event or action related to the Credit Agreement or the Credit Documents which occurred prior to the effectiveness of this Agreement.

     Section 4. Successor US Swingline Lender .

     (a)  Resignation and Appointment . Pursuant to Section 8.6 of the Credit Agreement, as amended hereby, Wells Fargo hereby notifies the US Borrower and each Lender that, effective as of the date hereof, Wells Fargo resigns as the “US Swingline Lender” under the Credit Agreement and the other Credit Documents. As provided in Section 8.6 of the Credit Agreement, as amended hereby, upon such resignation the US Majority Lenders may appoint a successor US Swingline Lender. By execution of this Agreement, effective as of the date hereof, (i) the Lenders hereby appoint, and the US Borrower hereby agrees and approves the appointment of, WFF as the successor US Swingline Lender under the Credit Agreement and the other Credit Documents, and (ii) WFF hereby accepts such appointment as successor US Swingline Lender.

     (b)  Effect of Resignation and Appointment . Each of the parties hereto agrees that, as of the date hereof, (i) WFF, as the New Swingline Lender, shall succeed to, and become vested with, all of the rights, powers, privileges, duties and obligations of the “US Swingline Lender”, (ii) the term “US Swingline Lender “, as used in the Credit Documents, shall mean WFF, in its capacity as New Swingline Lender effective upon its appointment as such on the date hereof, (iii) the rights (except for those rights inuring to Existing Swingline Lender’s benefit pursuant to Sections 9.1(b), (c), and (d) and Section 2.3(h) of the Credit Agreement and those rights that survive resignation of the Existing Swingline Lender and/or termination of the Credit Agreement), powers, privileges, duties and obligations of Wells Fargo, as Existing Swingline Lender, shall, except as set forth in Section 4(c) hereof, be released, discharged and terminated, and (iv) WFF, as New Swingline Lender, shall have no responsibility or liability for any actions taken or omitted to be taken by Wells Fargo, as Existing Swingline Lender. From and after the Effective Date, the New Administrative Agent shall make all payments in respect of US Swingline Advances (including payments of principal, interest, fees and other amounts) to the New Swingline Lender whether such amounts have accrued prior to, on or after the Effective Date. The Existing Swingline Lender and the New Swingline Lender shall make all appropriate adjustments in payments with respect to the US Swingline Advances for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.

     (c)  Further Assurances . The Existing Swingline Lender hereby agrees to execute and deliver to New Swingline Lender, at the Credit Parties’ expense, such additional documents, instruments or releases (all of which shall be in form and substance reasonably satisfactory to the Existing Swingline Lender and the New Swingline Lender) as the US Borrower and/or the New Swingline Lender may reasonably request to further evidence the Existing Swingline Lender’s resignation and the subsequent appointment of the New Swingline Lender.

     (d)  Assignment . As a supplement to and in no way in limitation of the provisions of the foregoing clauses (a) —(c), Existing Swingline Lender hereby sells and assigns and the New Swingline Lender assumes from the Existing Swingline Lender, all of the Existing Swingline Lender’s rights and obligations under the swing line subfacility provided in the Credit Agreement, including the outstanding US Swingline Advances, if any, on the Effective Date. Such sale and assignment is without recourse to

the Existing Swingline Lender and, except as expressly provided herein, without representation or warranty by the Existing Swingline Lender.

     (e)  Protective Provisions . Notwithstanding the foregoing resignation, appointment and assignment and notwithstanding anything herein or in any other Credit Document to the contrary, the Existing Swingline Lender shall have the full benefit of the protective provisions of the Credit Documents and such protective provisions shall continue to inure to Existing Swingline Lender’s benefit as to any actions taken or omitted to be taken by Existing Swingline Lender while it served as US Swingline Lender under the Credit Agreement and the other Credit Documents and New Swingline Lender shall bear no responsibility for any actions taken or omitted to be taken by Existing Swingline Lender while it served as US Swingline Lender under the Credit Agreement and the other Credit Documents or for any other event or action related to the Credit Agreement or the Credit Documents which occurred prior to the effectiveness of this Agreement.

     Section 5. Reduction in Commitments . Pursuant to Section 2.1(c) and (d) of the Credit Agreement, the Borrowers hereby ratably reduce the unused US Commitments and the Canadian Commitments of the Lenders in such amounts so that, after giving effect to such reductions, each Lender’s US Commitment and Canadian Commitment, if any, are as set forth on Schedule II attached hereto. Each of the parties hereto waives the 10 Business Days notice required under Section 2.1 of the Credit Agreement for the reductions in the Commitments effected hereby.

     Section 6. Amendments to Credit Agreement .

     (a) The cover page and table of contents of the Credit Agreement are hereby amended as reflected in the cover page and table of contents set forth in Annex A attached hereto.

     (b) Each Article in the Credit Agreement is hereby amended as reflected in Annex A attached hereto.

     (c) Schedule I, Schedule II, Schedule III, Schedule 4.1, Schedule 4.10, and Schedule 4.11 to the Credit Agreement are hereby deleted and replaced in their entirety with the corresponding Schedules attached to this Agreement.

     (d) The attached new Schedule 4.13(a), Schedule 4.13(c), Schedule 4.13(e), Schedule IV and Schedule 5.2 are added to the Credit Agreement as such corresponding numbered schedules thereto.

     (e) Schedule 5.10 to the Credit Agreement is hereby deleted in its entirety.

     (f) Exhibit A, Exhibit F, Exhibit G-1, Exhibit G-2, Exhibit H-1 and Exhibit H-2 to the Credit Agreement are hereby deleted and replaced in their entirety with the corresponding Exhibits attached to this Agreement.

     Section 7. Amendment to Other Credit Documents . An updated Schedule 1 to the US Security Agreement and updated Schedules 2.02(a), 2.02(b) and 2.02(c) to the US Pledge Agreement are attached hereto and each such schedule shall replace the corresponding schedule to the applicable Security Instrument. Furthermore, (a) each reference to “US Administrative Agent” or “Secured Party” found in the Security Instruments shall be deemed to refer to WFF in its capacity as the US Administrative Agent under the Credit Agreement, and (b) each reference to “US Administrative Agent” found in the US Subsidiary Guaranties shall be deemed to refer to WFF in its capacity as the US Administrative Agent under the Credit Agreement. In addition to any changes to the Security Documents to evidence the assignments effected under Section 3 above, the Majority Lenders hereby consent to any

changes in such Security Documents effected under the reaffirmations and amendments required under Section 10(a)(iii) below.

     Section 8. Borrowers’ Representations and Warranties . Each Borrower represents and warrants that: (a) the representations and warranties contained in the Credit Agreement, as amended hereby, and the representations and warranties contained in the other Credit Documents are true and correct in all material respects on and as of the date hereof as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, or partnership power and authority of such Borrower and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement constitutes the 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; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Documents are valid and subsisting and secure the Borrowers’ obligations under the Credit Documents.

     Section 9. Guarantors Representations and Warranties . Each Guarantor represents and warrants that: (a) the representations and warranties contained in the Guaranty and the representations and warranties contained in the other Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the date hereof as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) no Default has occurred and is continuing under any Credit Document to which such Guarantor is a party; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, or partnership power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Guarantor 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; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrowers’ obligations under the Credit Documents.

     Section 10. Conditions to Effectiveness . This Agreement shall become effective on the Effective Date in accordance with terms hereof, enforceable against the parties hereto upon the occurrence of the following conditions precedent:

     (a) The New Administrative Agent shall have received each of the following:

          (i) multiple original counterparts, as requested by the US Administrative Agent, of this Agreement duly and validly executed and delivered by duly authorized officers of the Borrowers, the Guarantors, the Canadian Administrative Agent, the Existing Administrative Agent, the New Administrative Agent, and the Majority Lenders;

          (ii) executed Notes for each Lender that had previously received a Note reflecting such Lenders new reduced Commitment effected hereby;

          (iii) reaffirmations and amendments to the Security Documents (including the Security Instruments), together with appropriate UCC-3 financing statements, and such other documents, agreements, or instruments necessary to create, perfect, and maintain an Acceptable Security Interest in the Collateral described in such Security Documents in favor of the New Administrative Agent;

          (iv) fully executed fee letter dated October 13, 2009 between WFF and the Borrowers;

          (v) a fully completed certificates reflecting the US Borrowing Base and Canadian Borrowing Base to be in effect under the Credit Agreement, as amended hereby, as of the Effective Date and in form and substance reasonably satisfactory to the Applicable Administrative Agent;

          (vi) a secretary’s certificate from each Borrower and each Guarantor certifying such Person’s (A) officers’ incumbency, (B) resolutions of such Person’s board of directors or other governing body authorizing its execution, delivery, and performance of this Agreement and the other Credit Documents to which such Person is a party, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;

          (vii) certificates of existence and good standing for the US Borrower and each US Subsidiary Guarantor in the state in which it is organized and in each state the failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall be dated a date not earlier than 30 days prior to the date hereof;

          (viii) a certificate from an authorized officer of the Company dated as of the Effective Date stating that as of such date (A) all representations and warranties of the Company set forth in this Agreement and in the Credit Agreement, as amended hereby, are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (B) no Default has occurred and is continuing;

          (ix) a certificate in form and substance reasonably satisfactory to the New Administrative Agent from a senior financial officer of the Company and each other Credit Party certifying that, before and after giving effect to the initial Borrowings made hereunder, each Credit Party is Solvent (assuming with respect to each Credit Party that is a Guarantor, that the fraudulent conveyance savings language contained in the Guaranty applicable to such Guarantor will be given full effect);

          (x) certificates of insurance policies and/or endorsements naming the New Administrative Agent (or Canadian Administrative Agent, as applicable) as additional insured or loss payee, as the case may be, all in form and substance satisfactory to such Administrative Agent;

          (xi) a legal opinion of Locke Lord Bissel & Liddell LLP as counsel to the Credit Parties, in form and substance acceptable to the US Administrative Agent;

          (xii) confirmation from Canadian Administrative Agent that it has received (A) if requested by the Canadian Administrative Agent, a legal opinion of solicitors of each Credit Party domiciled in Canada or any province thereof in form and substance reasonably acceptable to the Administrative Agents; (B) if requested by the Canadian Administrative Agent, certificates of existence and good standing for the Canadian Borrower and each other Foreign Credit Party in the jurisdiction in which it is organized, which certificates shall be dated a date not earlier than 30 days prior to the date

hereof; and (C) such other documents, governmental certificates, agreements, and opinions as the Canadian Administrative Agent may reasonably request; and

          (xiii) such other documents, governmental certificates, agreements, and opinions as the US Administrative Agent may reasonably request.

     (b) No action, suit, investigation or other proceeding (including, without limitation, the enactment or promulgation of a statute or rule) by or before any arbitrator or any Governmental Authority shall be threatened or pending and no preliminary or permanent injunction or order by a state or federal court shall have been entered (i) in connection with this Agreement or any transaction contemplated hereby or (ii) which, in any case, in the judgment of the New Administrative Agent or the Canadian Administrative Agent, could reasonably be expected to result in a Material Adverse Change.

     (c) No event or circumstance that could reasonably be expected to result in a material adverse change in the business, condition (financial or otherwise), prospects, or results of operations of the Company and its Subsidiaries, taken as a whole, shall have occurred since December 31, 2008.

     (d) The representations and warranties in this Agreement shall be true and correct and no Default shall have occurred and be continuing.

     (e) The New Administrative Agent shall have completed its business, legal, and collateral due diligence, including a collateral audit and review of the US Borrower’s and its Subsidiaries books and records and verification of US Borrower’s representations and warranties to Lender Parties, the results of which shall be satisfactory to New Administrative Agent, the results of which shall be satisfactory to New Administrative Agent.

     (f) The New Administrative Agent shall have received an equipment appraisal performed by a valuation firm selected by the New Administrative Agent and including therein the Liquidation Percentage (as defined in Annex A) applicable to the US Borrower’s and its Subsidiaries’ Equipment (as defined in Annex A), in each case, the results of which are satisfactory to the New Administrative Agent.

     (g) The New Administrative Agent shall have received the results of all Patriot Act searches and reference checks with respect to the US Borrower’s senior management, the results of which are satisfactory to the New Administrative Agent in its sole discretion.

     (h) The New Administrative Agent shall have received a set of projections of the US Borrower through 2010 in form and substance (including as to scope and underlying assumptions) satisfactory to New Administrative Agent.

     (i) The New Administrative Agent shall have received evidence that, after giving effect to the payment of all fees and expenses required to be paid by the Borrowers on the Effective Date in connection with this Agreement and the other Credit Documents, the amount equal to (A) Excess Availability Amount (as defined in Annex A) plus (B) the Qualified Cash Amount (as defined in Annex A) minus (C) the aggregate amount, if any, of all trade payables of the US Borrower and its Domestic Subsidiaries aged in excess of historical levels with respect thereto and all book overdrafts of the US Borrower and its Domestic Subsidiaries in excess of historical practices with respect thereto, in each case as determined by US Administrative Agent in its Permitted Discretion (as defined in Annex A), is not less than $65,000,000; and

     (j) The Borrowers shall have paid (i) the fees required to be paid under that certain fee letter dated October 13, 2009 among the Borrowers and WFF, (ii) all fees and expenses of the US

Administrative Agent’s outside legal counsel and other consultants pursuant to all invoices presented for payment on or prior to the Effective Date, (iii) to the New Administrative Agent, for the account of each US Lender executing this Agreement on or prior to 5:00 pm (central), October 13, 2009, an amendment fee equal to 0.50% times such US Lender’s US Commitment set forth in Schedule II attached hereto, and (iv) to the Canadian Administrative Agent, for the account of each Canadian Lender, an amendment fee equal to 0.50% times such Canadian Lender’s Canadian Commitment set forth in Schedule II.

     Section 11. Acknowledgments and Agreements .

     (a) Each Borrower acknowledges that on the date hereof all outstanding Obligations are payable in accordance with their terms and each Borrower waives any defense, offset, counterclaim or recoupment with respect thereto.

     (b) Each Borrower, each Guarantor, each Administrative Agent, each Swing Line Lender, each Issuing Lender and each Lender does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrowers and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement.

     (c) From and after the Effective Date, all references to the Credit Agreement and the Credit Documents shall mean the Credit Agreement and such Credit Documents as amended by this Agreement.

     (d) This Agreement 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 Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

     Section 12. Reaffirmation of the Guaranty . Each Guarantor hereby ratifies, confirms, acknowledges and agrees that its obligations under the Guaranty are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the Guaranteed Obligations (as defined in the Guaranty), as such Guaranteed Obligations may have been amended by this Agreement, and its execution and delivery of this Agreement does not indicate or establish an approval or consent requirement by such Guarantor under the Guaranty in connection with the execution and delivery of amendments, consents or waivers to the Credit Agreement, the Notes or any of the other Credit Documents.

     Section 13. Counterparts . This Agreement may be signed in any number of counterparts, each of which shall be an original and all of which, taken together, constitute a single instrument. This Agreement may be executed by facsimile signature and all such signatures shall be effective as originals.

     Section 14. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted pursuant to the Credit Agreement.

     Section 15. Invalidity . In the event that any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement.

     Section 16. Governing Law . This Agreement shall be deemed to be a contract made under and shall be governed by and construed in accordance with the laws of the State of Texas.

     Section 17. Entire Agreement . THIS AGREEMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS AGREEMENT, THE NOTES, AND THE OTHER CREDIT DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

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

     EXECUTED to be effective as of the Effective Date.

SCHEDULE II

Commitments

ANNEX A TO THIRD AMENDMENT

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of December 6, 2006

Among

COMPLETE PRODUCTION SERVICES, INC.
as US Borrower,

INTEGRATED PRODUCTION SERVICES LTD.
as Canadian Borrower,

WELLS FARGO FOOTHILL, LLC
as US Administrative Agent, US Issuing Lender and US Swingline Lender,

HSBC BANK CANADA,
as Canadian Administrative Agent, Canadian Issuing Lender and Canadian Swingline Lender,

and

THE LENDERS PARTY HERETO FROM TIME TO TIME
as Lenders

$240,000,000

WELLS FARGO FOOTHILL, LLC
as Lead Arranger

Amegy Bank N.A. and Comerica Bank
as Co-Documentation Agents

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(continued)

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

     This SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 6, 2006 (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) Integrated Production Services Ltd. , a corporation governed by the laws of Alberta, Canada (“ Canadian Borrower ”; together with the US Borrower, the “ Borrowers ”), (c) the Lenders (as defined below), (d) Wells Fargo Foothill, LLC, a Delaware limited liability company 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) HSBC Bank Canada as Canadian Swingline Lender (as defined below), Canadian Issuing Lender (as defined below), and as Canadian Administrative Agent (as defined below) for the Lenders.

RECITALS

     A. The Borrowers, the US Administrative Agent, the US Issuing Lender, the US Swingline Lender, the Canadian Administrative Agent, the Canadian Issuing Lender, the Canadian Swingline Lender and the lenders party thereto, including certain of the Lenders (the “ Existing Lenders ”) have previously executed and delivered that certain Amended and Restated Credit Agreement dated as of March 29, 2006 (the “ Restated Agreement ”).

     B. The Borrowers, the US Administrative Agent, the US Issuing Lender, the US Swingline Lender, the Canadian Administrative Agent, the Canadian Issuing Lender, the Canadian Swingline Lender and certain of the Existing Lenders together with the other Lenders desire to amend and restate (but not extinguish) the Restated Agreement in its entirety as hereinafter set forth through the execution of this Agreement.

     C. It is the intention of the parties hereto that this Agreement is an amendment and restatement of the Restated Agreement, not a new or substitute credit agreement or novation of the Restated Agreement.

     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Borrowers, the US Administrative Agent, the US Issuing Lender, the US Swingline Lender, the Canadian Administrative Agent, the Canadian Issuing Lender, the Canadian Swingline Lender and the Lenders, (i) do hereby agree that the Restated Agreement is amended and restated (but not substituted or extinguished) in its entirety as set forth herein, and (ii) do hereby further agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

Section 1.1 Certain Defined Terms . As used in this Agreement, the defined terms set forth in the recitals above shall have the meanings set forth above and the following terms shall have the following meanings (unless otherwise indicated, such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“ 3-Month LIBOR ” means, for any day, the rate of interest equal to the Eurocurrency Rate then in effect for delivery for a three (3) month period.

“ Acceptable Security Interest ” means a security interest which (a) exists in favor of the Applicable Administrative Agent for its benefit and the ratable benefit of the applicable Secured Parties, (b) is

superior to all other security interests (other than the Permitted Liens), (c) secures the Obligations or the Canadian Obligations, as applicable, (d) is perfected other than with respect to equipment the ownership of which is evidenced by a certificate of title, and (e) enforceable against the Credit Party which created such security interest.

“ Acceptance Fee ” means a fee payable in Canadian Dollars by the Canadian Borrower to the Canadian Administrative Agent for the account of a Canadian Lender with respect to the acceptance of a B/A or the making of a B/A Equivalent Advance on the date of such acceptance or loan, calculated on the face amount of the B/A or the B/A Equivalent Advance at the rate per annum applicable on such date as set forth in the column labeled “Eurocurrency Advances/BA Margin” in the definition of “Applicable Margin” on the basis of the number of days in the applicable Contract Period (including the date of acceptance and excluding the date of maturity) and a year of 365 days (it being agreed that the rate per annum applicable to any B/A Equivalent Advance is equivalent to the rate per annum otherwise applicable to the discount relating to the Bankers’ Acceptance which has been replaced by the making of such B/A Equivalent Advance pursuant to Section 2.5).

“ Account ” means an account (as that term is defined in the UCC).

“ Account Debtor ” means any Person who is obligated on an Account, chattel paper, or a general intangible.

“ Acquisition ” means the purchase by the Company or any of its Subsidiaries of any business, including the purchase of associated assets or operations or the Equity Interests of a Person.

“ Adjusted Base Rate ” means, for any day, the fluctuating rate per annum of interest equal to the greatest of (a) the Prime Rate in effect on such day,(b) the Federal Funds Rate in effect on such day plus 0.5%, (c) a rate determined by the US Administrative Agent to be the 3-Month LIBOR plus 1.0% and (d) 3.50%. Any change in the Adjusted Base Rate due to a change in the Prime Rate, 3-Month LIBOR or the Federal Funds Rate shall be effective on the effective date of such change in the Prime Rate, 3-Month LIBOR or the Federal Funds Rate.

“ Administrative Agent ” means US Administrative Agent or Canadian Administrative Agent.

“ Administrative Agent’s Office ” means, with respect to any currency, the Applicable Administrative Agent’s address and, as appropriate, account as set forth on Schedule III, or such other address or account with respect to such currency as the Applicable Administrative Agent may from time to time notify to the Applicable Borrower and the US Lenders or Canadian Lenders, as applicable.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Applicable Administrative Agent.

“ Advance ” means (a) a US Advance, (b) a Canadian Advance, (c) a US Swingline Advance, and (d) a Canadian Swingline Advance.

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Agreed Currency ” means, subject to Section 1.7 and Section 1.8, (a) Dollars and (b) any other Eligible Currency approved in accordance with Section 1.7. Any amendment to this definition of “Agreed Currency” shall require the consent of all US Lenders.

“ Applicable Administrative Agent ” means (a) the US Administrative Agent, with respect to the US Facility, US Security Documents, or US Collateral, and (b) the Canadian Administrative Agent, with respect to the Canadian Facility, Canadian Security Documents, or the Canadian Collateral.

“ Applicable Borrower ” means (a) the US Borrower, with respect to the US Facility, and (b) the Canadian Borrower, with respect to the Canadian Facility.

“ Applicable Issuing Lender ” means (a) the US Issuing Lender or an Underlying Issuer, with respect to US Letters of Credit, and (b) Canadian Issuing Lender, with respect to the Canadian Letters of Credit.

“ Applicable Margin ” means, with respect to each Type of Advance, and the Letters of Credit, the rate per annum set forth in the pricing grid below for the relevant Type of such Advance based on the relevant Excess Availability Level applicable at such time. The Applicable Margin for any Advance shall change when and as the relevant Excess Availability Level changes. Notwithstanding the Excess Availability Level, (a) Level II shall apply for the period from the Third Amendment Effective Date to the six month anniversary date thereof, and (b) Level III shall apply during the existence and continuance of any Event of Default. If for any reason Excess Availability Amount shall be calculated improperly, due to inaccurate reporting or otherwise, and the Applicable Margin applied during any period is less than the Applicable Margin that should have been applied, then the applicable Borrower shall promptly pay to the Applicable Administrative Agent any additional interest that should have accrued during such period. The foregoing shall survive any termination of this Agreement.

“ Applicable Percentage ” means:

     (a) with respect to the US Facility and any US Lender, (i) the ratio (expressed as a percentage) of such Lender’s US Commitment at such time to the aggregate US Commitments of the US Lenders at such time or (ii) if the US Commitments have been terminated or expired, the ratio (expressed as a percentage) of such US Lender’s aggregate outstanding US Advances at such time to the total aggregate outstanding US Advances at such time;

     (b) with respect to the Canadian Facility and any Canadian Lender, (i) the ratio (expressed as a percentage) of such Canadian Lender’s Canadian Commitment at such time to the aggregate Canadian Commitments of the Canadian Lenders at such time or (ii) if the Canadian Commitments have been terminated or expired, the ratio (expressed as a percentage) of such Canadian Lender’s aggregate outstanding Canadian Advances at such time to the total aggregate outstanding Canadian Advances at such time; and

     (c) with respect to the Facilities as a whole and to any Lender, (i) the ratio (expressed as a percentage) of such Lender’s Commitments at such time to the aggregate Commitments of the Lenders at such time or (ii) if the Commitments have been terminated or expired, the ratio (expressed as a

percentage) of such Lender’s aggregate outstanding Advances at such time to the total aggregate outstanding Advances at such time.

“ Applicable Swingline Lender ” means US Swingline Lender, with respect to US Swingline Advances, or Canadian Swingline Lender, with respect to Canadian Swingline Advances.

“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“ Assignment and Assumption ” means an assignment and assumption executed by a Lender and an Eligible Assignee and accepted by the US Administrative Agent, and if under the Canadian Facility, also accepted by the Canadian Administrative Agent, in substantially the form set forth in Exhibit A.

“ Base Rate Advance ” means a US Advance or a Canadian Advance denominated in Dollars which bears interest based upon the Adjusted Base Rate or the Canadian Base Rate, respectively.

“ B/A Advance ” means a B/A accepted and purchased by a Canadian Lender pursuant to Section 2.5 or a B/A Equivalent Advance made by a Canadian Lender pursuant to Section 2.5. For greater certainty, all provisions of this Agreement that are applicable to Bankers’ Acceptances are also applicable, mutatis mutandis , to B/A Equivalent Advances.

“ B/A Equivalent Advance ” shall have the meaning assigned to such term in Section 2.5.

“ B/A Borrowing ” means a Borrowing comprised of one or more Bankers’ Acceptances or, as applicable, B/A Equivalent Advance, as to which a single Contract Period is in effect.

“ Bankers’ Acceptance ” and “B/A” means a non-interest bearing bill of exchange denominated in Canadian Dollars, drawn by the Canadian Borrower, and accepted by a Canadian Lender in accordance with this Agreement, and shall include a depository bill within the meaning of the Depository Bills and Notes Act (Canada) and a bill of exchange within the meaning of the Bills of Exchange Act (Canada).

“ Block Amount ” means (a) with respect to the US Facility, $11,250,000 and (b) with respect to the Canadian Facility, $1,250,000. Notwithstanding anything herein to the contrary, (i) no direct or indirect changes to this definition of “Block Amount” may be made to the extent and only to the extent that any such change results in more credit being made available to the Canadian Borrower based upon the Credit Amount, without the consent of the Canadian Majority Lenders and the Canadian Administrative Agent and (ii) no direct or indirect changes to this definition of “Block Amount” may be made to the extent and only to the extent that any such change results in more credit being made available to the US Borrower based upon the Credit Amount, without the consent of the US Majority Lenders and the US Administrative Agent.

“ Bond Issuance ” means the issuance by the US Borrower of up to $650,000,000 of Debt, which Debt (a) shall have (i) a scheduled maturity date that is no earlier than December 6, 2016, (ii) maintenance and financial covenants and restrictions that are no more restrictive in any material respect than those set forth in this Agreement and the other Credit Documents as determined by the US Administrative Agent, (iii) no restriction on the ability of the US Borrower or any of its Subsidiaries to amend, modify or otherwise supplement this Agreement or the other Credit Documents, (iv) no Lien securing such Debt, (v) no restriction on the ability of the US Borrower or any of its Subsidiaries to guarantee the Obligations or

pledge assets as collateral security for the Obligations, and (vi) a bullet repayment and not provide for scheduled amortization or mandatory prepayments (other than amortization resulting from any mandatory prepayments required in respect of such Debt in connection with the occurrence of an event of default under such Debt, a change of control of the issuer (including a disposition of all or substantially all of the assets of the US Borrower and its Subsidiaries, a liquidation or dissolution of the US Borrower, or any event constituting a Change of Control (as defined herein) or an asset sale by the issuer or a Subsidiary thereof), (b) shall not otherwise cause the occurrence of a Default or Event of Default after giving effect to the issuance of such Debt, and (c) may be guaranteed by the Subsidiaries of the US Borrower, provided that no Lien secures such guarantees and such Subsidiaries are Obligors.

“ Borrowing ” means a US Borrowing, Canadian Borrowing, or a B/A Borrowing.

“ Borrowing Base Certificate ” means, as applicable, the US Borrowing Base Certificate or the Canadian Borrowing Base Certificate.

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Legal Requirements of, or are in fact closed in, the state where the US Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and:

     (a) if such day relates to any interest rate settings as to a Eurocurrency Advance denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Advance, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Advance, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market;

     (b) if such day relates to any interest rate settings as to a Eurocurrency Advance denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Advance, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Advance, means a TARGET Day;

     (c) if such day relates to any interest rate settings as to a Eurocurrency Advance denominated in a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency;

     (d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a Eurocurrency Advance denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Advance (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency; and

     (e) if such day also relates to any fundings, disbursements, settlements and payments under the Canadian Facility, means any such day on which banks are not required or authorized by law to close in Calgary, Alberta Canada and Toronto, Canada.

“ Canadian Administrative Agent ” means HSBC in its capacity as agent for the Canadian Lenders pursuant to Article VIII and any successor agent pursuant to Section 8.6; provided that the Canadian Administrative Agent shall at all times be a Canadian resident for purposes of the ITA.

“ Canadian Advance ” means (a) an advance by a Canadian Lender to the Canadian Borrower as a part of a Borrowing pursuant to Section 2.1 and refers to either a Canadian Base Rate Advance or a Eurocurrency Advance, and (b) a B/A accepted and purchased by a Canadian Lender pursuant to Section 2.5 and B/A Equivalent Advances made by a Canadian Lender pursuant to Section 2.5.

“ Canadian Base Rate ” means, on any day:

     (a) for Canadian Advances and Canadian Swingline Advances denominated in Canadian Dollars, the rate per annum equal to the greatest of (i) the annual rate of interest announced from time to time by the Canadian Administrative Agent as its prime rate in effect at its principal office in Toronto, Ontario on such day for determining interest rates on Canadian Dollar denominated commercial loans made in Canada; (ii) the annual rate of interest equal to the sum of (A) the CDOR Rate in effect on such day and (B) 1% and (iii) 3.50%, and

     (b) for Canadian Advances and Canadian Swingline Advances denominated in Dollars, the rate per annum equal to the greatest of (i) the annual rate of interest announced from time to time by the Canadian Administrative Agent as its base rate in effect at its principal office in Toronto, Ontario on such day for determining interest rates on Dollar denominated commercial loans made in Canada, (ii) the Federal Funds Rate in effect on such day plus ¹ / 2 of 1%, and (iii) 3.50%. Each change in the Canadian Base Rate shall be effective on the date such change is publicly announced as being effective.

“ Canadian Base Rate Advance ” means Canadian Base Rate (C$) Advance or Canadian Base Rate (US$) Advance.

“ Canadian Base Rate (C$) Advance ” means a Canadian Advance in Canadian Dollars that bears interest as provided in part (a) of the definition of Canadian Base Rate.

“ Canadian Base Rate (US$) Advance ” means a Canadian Advance in Dollars that bears interest as provided in part (b) of the definition of Canadian Base Rate.

“ Canadian Benefit Plans ” means all employee benefit plans of any nature or kind whatsoever that are not Canadian Pension Plans and are maintained or contributed to by the US Borrower or any of the Canadian Subsidiaries, in each case covering employees in Canada.

“ Canadian Borrowing ” means a borrowing consisting of simultaneous Canadian Advances of the same Type made by the Canadian Lenders pursuant to Section 2.1.

“ Canadian Borrowing Base ” means, as of any date of determination, the result of:

(a) 80% of the amount of Canadian Eligible Billed Accounts; plus

(b) if the Canadian Borrower has requested credit for Equipment under the Canadian Borrowing Base, the lesser of (i) $15,000,000, and (ii) 80% times the most recently determined Net Liquidation Percentage times the value (calculated on a basis consistent with US Borrower’s historical accounting practices) of US Borrower’s and the US Subsidiary Guarantors’ Equipment; minus

(c) the aggregate amount of reserves, if any, established by Canadian Administrative Agent under Section 2.1(g).

Notwithstanding anything herein to the contrary, no direct or indirect changes to this definition of “Canadian Borrowing Base” may be made (including any changes to the defined terms used in this definition), to the extent and only to the extent that any such change results in more credit being made available to Canadian Borrower based upon the Canadian Borrowing Base, without the consent of all Canadian Lenders.

“ Canadian Borrowing Base Certificate ” means a certificate setting forth a detailed calculation of the Canadian Borrowing Base in form and with details reasonably satisfactory to the Canadian Administrative Agent.

“ Canadian Cash Collateral Account ” means a special cash collateral account pledged to the Canadian Administrative Agent containing cash deposited pursuant to the terms hereof to be maintained with the Administrative Agent in accordance with Section 2.3.

“ Canadian Collateral ” means (a) all “Collateral”, “Pledged Collateral”, “Pledged Accounts” and “Mortgaged Property” (as defined in each of the Canadian Mortgages and the Canadian Security Agreements, as applicable) or similar terms used in the Canadian Security Documents, and (b) all amounts contained in the Canadian Borrower’s and Foreign Subsidiaries’ bank accounts.

“ Canadian Commitment ” means, for each Canadian Lender, the obligation of such Lender to advance to Canadian Borrower the amount set opposite such Lender’s name on Schedule II as its Canadian Commitment, or if such Lender has entered into any Assignment and Assumption, set forth for such Lender as its Canadian Commitment in the applicable Register, as such amount may be reduced, increased or reallocated pursuant to Section 2.1; provided that, after the Maturity Date, the Canadian Commitment for each Lender shall be zero; and provided further that, the aggregate Canadian Commitments shall not exceed $25,000,000 at any time without the consent of the US Administrative Agent and shall not exceed $75,000,000 at any time without the consent of the US Administrative Agent and the US Majority Lenders.

“ Canadian Commitment Fee ” means the fees required under Section 2.9(b).

“ Canadian Dollars ” and “ C$ ” means the lawful money of Canada.

“ Canadian Dollar Equivalent ” shall mean, on any date of determination, with respect to any amount in Dollars, the equivalent in Canadian Dollars of such amount, determined by the Canadian Administrative Agent using the Exchange Rate then in effect.

“ Canadian Eligible Billed Accounts ” means the Eligible Accounts of the Canadian Borrower and each Canadian Subsidiary of the Canadian Borrower that is a Guarantor with respect to which (i) the goods giving rise to such Account have been shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have been performed and billed to the Account Debtor.

“ Canadian Equipment Credit Amount ” means, if the Canadian Borrower has requested credit for Equipment under the Canadian Borrowing Base, the amount of credit given to the Canadian Borrowing Base under clause (b) of the definition of “Canadian Borrowing Base.”

“ Canadian Facility ” means, collectively, (a) the revolving credit facility described in Section 2.1(b) and Section 2.5, (b) the discretionary swing line subfacility provided by the Canadian Swingline Lender described in Section 2.4 and (c) the letter of credit subfacility provided by the Canadian Issuing Lender described in Section 2.3.

“ Canadian Guaranty ” means, individually and collectively, the guarantees, substantially in the form of Exhibit B or such other form reasonably acceptable to the Guarantor executing such and the Administrative Agents, and made by the Company or a Foreign Subsidiary Guarantor in favor of the Canadian Administrative Agent for the benefit of the Canadian Secured Parties.