Prepared and filed by St Ives Burrups






Exhibit 10.23.1


 


AMENDMENT NO. 1
  TO
  RECAPITALIZATION AGREEMENT


 


          This  Amendment No. 1 is entered into between Warrior Energy Services Corporation  (formerly Black Warrior Wireline Corp.), a Delaware corporation (the “Company”)  and SJMB, L.P., a Delaware limited partnership (the “Holder”).


 


BACKGROUND


 


	
   

  	
  A.

  	
  The Company    and the Holder entered into a Recapitalization Agreement dated October 6,    2006 (the “Recapitalization Agreement”) relating (i) to the conversion into    shares of Common Stock, $0.005 par value per share, (“Common Stock”) of the    principal and accrued interest on the promissory notes (the “Notes”) of the    Company held by the Holder, (ii) the sale to the Company of the shares of    Common Stock issued to the Holder on conversion of the Notes, (iii) the sale    to the Company of the Holder’s Warrants and SJMB Shares, and (iv) in the    event the Holder’s Warrants are not sold to the Company, the exchange by the    Holder of its Warrants for shares of Common Stock.

  
	
   

  	
  B.

  	
  All terms    used in this Amendment not otherwise defined are defined as appears in the    Recapitalization Agreement.

  
	
   

  	
  C.

  	
  Under the    terms of the Recapitalization Agreement and as a consequence of the cutback    provisions of Addendum C thereto, the Company expects to be unable to    purchase out of the Net Proceeds of the Underwritten Offering at the Closing    Time all the Conversion Shares and Warrants held by the Holder.  The Company and the Holder desire to make    certain amendments to the Recapitalization Agreement with respect to the    priority in the order of the purchase of the Holder’s Conversion Shares and    Warrants by the Company at the Closing Time.

  
	
   

  	
   

  	
   

  
	
   

  	
  NOW,    THEREFORE, in consideration of the mutual agreements, covenants,    representations, and warranties contained herein and for other good and    valuable consideration, the receipt and sufficiency of which are hereby    acknowledged, the parties hereto, each intending to be legally bound, hereby    agree as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  Article III    is amended to provide, subject to paragraph 2 hereof, that Conversion Shares    and Warrants shall be purchased at the Closing Time in accordance with that    Article in the following order:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  First, the Holder    shall sell and the Company shall purchase out of the Net Proceeds at the    Closing Time all of the Holder’s Warrants, to the extent of Net Proceeds    available, and

  
	
   

  	
  (b)

  	
  Second, after all    Holder’s Warrants shall be purchased, Holder shall sell and the Company shall    purchase out of the Net Proceeds at the Closing Time as many of Holder’s    Conversion Shares as the Company has Net Proceeds available to purchase.

  



 








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  2.

  	
  The Company    is a borrower under a Second Amended and Restated Credit Agreement with    General Electric Capital Corporation, as agent and lender, (“GECC”) dated    December 16, 2005 and a Second Lien Credit Agreement with GECC dated December    16, 2005 (collectively, such agreements are referred to as the “Credit    Agreements”) pursuant to which the Company is required to make certain    mandatory prepayments under the Credit Agreements out of the Net Proceeds of    the Underwritten Offering.     Accordingly, the Company is required to retain Net Proceeds for its    corporate purposes in the amounts necessary to meet the mandatory prepayment    requirements of the Credit Agreements.     The Holder and the Company agree that the purchases and sales of    Conversion Shares and Warrants at the Closing Time of the Underwritten    Offering is subject to the mandatory prepayment terms of the Credit    Agreements and the Exchange
Share Equivalents to be purchased by the Company    at the Closing Time are subject to the Company’s obligations under the Credit    Agreements.

  
	
   

  	
   

  	
   

  
	
   

  	
  3.

  	
  The parties    hereto hereby restate, ratify and reaffirm each and every term and condition    set forth in the Recapitalization Agreement effective as of the date hereof    and after giving effect to this Amendment.     All terms of the Recapitalization Agreement as amended hereby shall be    and remain in full force and effect and shall constitute the legal, valid, binding    and enforceable obligations of the respective parties.

  



 








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Signature Page


 


          In
    Witness Whereof, the parties hereto have caused this Amendment No. 1 to the
Recapitalization Agreement to be duly executed this 28th day of March, 2006.


 


	
  Company

  	
  Warrior Energy Services Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ Robert    J. McNally

  
	
   

  	
   

  	
  



  
	
   

  	
   

  	
  Robert J.    McNally,
    Executive Vice President of Operations

  
	
   

  	
   

  	
   

  
	
  Holder

  	
  SJMB, L.P.

  
	
   

  	
  By SJMB, L.L.C., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James H.    Harrison

  
	
   

  	
   

  	
  



  
	
   

  	
   

  	
  James H. Harrison,
    Chief Financial Officer