exv10w1






Exhibit
10.1



EXECUTION VERSION




AMENDMENT AND CONSENT NO. 1 TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT




          AMENDMENT AND CONSENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”)
dated as of May 4, 2009, among BASIC ENERGY SERVICES, INC., a Delaware corporation (the
“Borrower”), the Subsidiary Guarantors party hereto, the Lenders party hereto, UBS LOAN FINANCE
LLC, as swingline lender (in such capacity, the “Swingline Lender”), UBS AG, STAMFORD BRANCH, as
issuing bank (in such capacity, the “Issuing Bank”), as administrative agent (in such capacity, the
“Administrative Agent”) for the Lenders and as collateral agent (in such capacity, the “Collateral
Agent”) for the Secured Parties, the Issuing Bank and the Swingline Lender, and UBS Securities LLC,
as sole lead arranger.



PRELIMINARY STATEMENTS




          (1) WHEREAS, Borrower is party to that certain Fourth Amended and Restated Credit Agreement
dated as of February 6, 2007 (as amended, amended and restated, supplemented or otherwise modified
up to the date hereof, the “Credit Agreement”; capitalized terms used herein but not defined shall
be used herein as defined in the Credit Agreement) among the Subsidiary Guarantors, the Lenders,
the other financial institutions party thereto, the Issuing Bank, the Swingline Lender, the
Administrative Agent and the Collateral Agent;



          (2) WHEREAS, Borrower has requested and certain Revolving Lenders (the “Extending Lenders”)
have agreed to classify their Revolving Commitments as Tranche B Revolving Commitments resulting in
the extension of the maturity date for such Revolving Commitments;



          (3) WHEREAS, the other Revolving Lenders (other than the Extending Lenders) will be deemed to
have Tranche A Revolving Commitments;



          (4) WHEREAS, Borrower has requested that the Lenders agree to amend the Credit Agreement as
set forth herein;



          (5) WHEREAS, the Lenders party hereto have agreed, subject to the terms and conditions
hereinafter set forth, to amend the Credit Agreement in certain respects as set forth below;



          (6) WHEREAS, Borrower desires to organize two new Subsidiaries, Basic Energy Services
International, LLC (“BES International”) and Basic Energy Services de Mexico, S. de R. L. (“BES
Mexico”), for the purpose of conducting operations in Mexico as further described herein;



          (7) WHEREAS, the Lenders party hereto have consented, subject to the terms and conditions
hereinafter set forth, to the creation of BES International and BES Mexico.













 





          NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the sufficiency and receipt of all of which is hereby acknowledged, the parties
hereto hereby agree as follows:



          SECTION 1. Amendments to the Credit Agreement. The Credit Agreement is, effective as
of the Amendment No. 1 to ARCA Effective Date (as defined herein) and subject to the satisfaction
of the conditions precedent set forth in Section 3, hereby amended as follows:



          (a) Section 1.01 is amended as follows:



               (i) The following definitions shall be added in appropriate alphabetical order to read as
follows:




“Amendment No. 1 to ARCA” means Amendment No. 1 to this Agreement, dated as of
May 4, 2009, among Borrower, the Subsidiary Guarantors, the Lenders party thereto,
the Issuing Bank, the Swingline Lender, the Administrative Agent and the Collateral
Agent.




“Amendment No. 1 to ARCA Effective Date” shall mean the date that Amendment No.
1 to ARCA becomes effective in accordance with Section 3 of Amendment No. 1
to ARCA.




“Defaulting Lender” shall mean any Revolving Lender, as reasonably determined
by the Administrative Agent, that (a) has failed to fund any portion of its Loans or
participations in Letters of Credit or Swingline Loans required to be funded by it
hereunder within three Business Days of the date required to be funded by it
hereunder, (b) has notified the Administrative Agent, the Issuing Bank, the
Swingline Lender, any Lender and/or Borrower in writing that it does not intend to
comply with any of its funding obligations under this Agreement or has made a public
statement to the effect that it does not intend to comply with its funding
obligations under this Agreement or under other agreements in which it commits to
extend credit, where such intention not to comply under such other agreement is not
the subject of a good faith dispute, (c) has failed, within three Business Days
after request by the Administrative Agent, to comply with the terms of this
Agreement relating to its obligations to fund prospective Loans and participations
in then outstanding Letters of Credit and Swingline Loans, (d) has otherwise failed
to pay over to the Administrative Agent or any other Lender any other amount
required to be paid by it hereunder within three Business Days of the date when due,
unless the subject of a good faith dispute, or (e) in the case of a Revolving Lender
that has a Commitment, LC Exposure or Swingline Exposure outstanding at such time,
shall take, or is the Subsidiary of any person that has taken, any action or be (or
is) the subject of any action or proceeding of a type described in Section
8.01(g) or (h) (or any comparable proceeding initiated by a regulatory
authority having jurisdiction over such Revolving Lender or such person).




“London Business Day” shall mean any day on which banks are generally open for
dealings in dollar deposits in the London interbank market.



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“Tranche A Revolving Commitment” shall mean, with respect to each Tranche A
Revolving Lender, the commitment, if any, of such Revolving Lender to make Tranche A
Revolving Loans hereunder up to the amount set forth on Schedule I to the
Lender Addendum executed and delivered by such Revolving Lender, in the Assignment
and Acceptance pursuant to which such Revolving Lender assumed its Tranche A
Revolving Commitment or in Schedule 1 to the Confidential Lender
Authorization executed and delivered by such Revolving Lender, as applicable, as the
same may be (a) reduced from time to time pursuant to Section 2.07 and (b)
reduced or increased from time to time pursuant to assignments by or to such
Revolving Lender pursuant to Section 11.04.




“Tranche A Revolving Exposure” shall mean, with respect to any Tranche A Revolving
Lender at any time, the aggregate principal amount at such time of all outstanding
Tranche A Revolving Loans of such Revolving Lender, plus the aggregate amount at
such time of such Revolving Lender’s LC Exposure, plus the aggregate amount at such
time of such Revolving Lender’s Swingline Exposure.




“Tranche A Revolving Facility” shall mean, at any time, the aggregate amount of the
Tranche A Revolving Lenders’ Tranche A Revolving Commitments.




“Tranche A Revolving Lender” shall mean a Revolving Lender with a Tranche A
Revolving Commitment.




“Tranche A Revolving Loan” shall mean a loan made by a Tranche A Revolving
Lender to Borrower pursuant to Section 2.01.




“Tranche A Revolving Maturity Date” shall mean December 15, 2010 or, if such day is
not a Business Day, the immediately preceding Business Day.




“Tranche B Revolving Commitment” shall mean, with respect to each Tranche B
Revolving Lender, the commitment, if any, of such Revolving Lender to make Tranche B
Revolving Loans hereunder up to the amount set forth on Schedule I to the
Lender Addendum executed and delivered by such Revolving Lender, in the Assignment
and Acceptance pursuant to which such Revolving Lender assumed its Tranche B
Revolving Commitment, in Schedule 1 to the Confidential Lender Authorization
executed and delivered by such Revolving Lender or in an Increase Joinder pursuant
to Section 2.22, as applicable, as the same may be (a) reduced from time to
time pursuant to Section 2.07 and (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 11.04 or in
an Increase Joinder pursuant to Section 2.22.




“Tranche B Revolving Exposure” shall mean, with respect to any Tranche B Revolving
Lender at any time, the aggregate principal amount at such time of all outstanding
Tranche B Revolving Loans of such Revolving Lender, plus the aggregate amount at such time of such Revolving Lender’s LC Exposure, plus the
aggregate amount at such time of such Revolving Lender’s Swingline Exposure.



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“Tranche B Revolving Facility” shall mean, at any time, the aggregate amount of the
Tranche B Revolving Lenders’ Tranche B Revolving Commitments.




“Tranche B Revolving Lender” shall mean a Revolving Lender with a Tranche B
Revolving Commitment (including any Tranche B Incremental Revolving Lender).




“Tranche B Revolving Loan” shall mean a loan made by a Tranche B Revolving Lender to
Borrower pursuant to Section 2.01.




“Tranche B Revolving Maturity Date” shall mean January 31, 2012 or, if such day is
not a Business Day, the immediately preceding Business Day.




“Tranche B Usage” has the meaning set forth in the definition of “Letter of Credit
Expiration Date.”



               (ii) The definition of “Alternate Base Rate” is amended by:




     (A) deleting the phrase “rate per annum” and replacing it with the phrase “fluctuating
rate per annum”,




     (B) deleting the word “greater” and replacing it with the word “greatest” in the first
sentence of such definition,




     (C) deleting the word “and” at the end of clause (a) and inserting “,”, and




     (D) inserting, at the end of the first sentence of such definition, the phrase “and (c)
the Adjusted LIBOR Rate for an Interest Period of one-month beginning on such day (or if
such day is not a Business Day, on the immediately preceding Business Day) plus 100 basis
points”.



               (iii) The definition of “Applicable Fee” is amended and restated in its entirety to read as
follows:




““Applicable Fee” shall mean, for any day, with respect to (i) any Tranche A
Revolving Commitment, the applicable percentage set forth in Annex I under
the caption “Tranche A Applicable Fee” and (ii) any Tranche B Revolving Commitment,
1.00% per annum.”



               (iv) The definition of “Applicable Margin” is amended and restated in its entirety to read as
follows:




““Applicable Margin” shall mean, for any day, with respect to (i) any Tranche A
Revolving Loan, the applicable percentage set forth under the heading “Tranche A
Revolving Commitments” of Annex I under the caption “Tranche A Revolving Loans” and (ii) any Tranche B Revolving Loan, (A) from the Amendment No. 1 to
ARCA Effective Date until the six month anniversary of the Amendment No. 1 to ARCA
Effective Date, the applicable percentage set forth under Level B2 un-



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der the heading
“Tranche B Revolving Commitments” of Annex I and (B) thereafter, the
applicable percentage set forth under the heading “Tranche B Revolving Commitments”
of Annex I under the caption “Tranche B Revolving Loans”.”



               (v) The definition of “Letter of Credit Expiration Date” is amended and restated in its
entirety to read as follows:




““Letter of Credit Expiration Date” shall mean the date which is fifteen
Business Days prior to the Tranche A Revolving Maturity Date; provided that the
Letter of Credit Expiration Date with respect to any Letter of Credit will be
the date which is fifteen Business Days prior to the Tranche B Revolving
Maturity Date if (i) the date of issuance of such Letter of Credit is following
the Tranche A Revolving Maturity Date or (ii) on the date of issuance of such
Letter of Credit, the sum of (x) the face amount of such Letter of Credit plus
(y) the aggregate LC Exposure in respect of all other Letters of Credit with
expiration dates after the date which is fifteen Business Days prior to the
Tranche A Revolving Maturity Date plus (z) the aggregate outstanding principal
amount of Tranche B Revolving Loans (the sum of clauses (x), (y)
and (z), the “Tranche B Usage”) does not exceed the aggregate amount of
Tranche B Revolving Commitments on the date of issuance.”;



               (vi) The definition of “LIBOR Rate” is amended by:




          (A) inserting the word “London” before the two instances of the word “Business” in such
definition,




          (B) inserting, between the first sentence and second sentence, the following sentence
“Notwithstanding the foregoing, for purposes of clause (c) of the definition of
Alternate Base Rate, the rates referred to above shall be the rates as of 11:00 a.m.,
London, England time, on the date of determination (rather than the second London Business
Day preceding the date of determination).”, and




          (C) deleting the phrase “Page 3750 on the Telerate System Incorporated Service” and
replacing it with the phrase “Reuters Screen LIBOR01 Page”.



               (vii) The definition of “Non-Cash Interest Expense” is amended by deleting the phrase
“Revolving Maturity Date” and replacing it with the phrase “Tranche B Revolving Maturity Date”;



               (viii) The definition of “Revolving Availability Period” is amended and restated in its
entirety to read as follows:




““Revolving Availability Period” shall mean (i) with respect to the Tranche A
Revolving Facility, the period from and including the Closing Date to but excluding
the earlier of the Business Day preceding the Tranche A Revolving Maturity
Date and the date of termination of the Tranche A Revolving Commitments and (ii)
with respect to the Tranche B Revolving Facility, the period from and including the
Amendment No. 1 to ARCA Effective Date to but excluding the earlier of



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the Business Day preceding the Tranche B Revolving Maturity Date and the date of termination of
the Tranche B Revolving Commitments.”;



               (ix) The definition of “Revolving Commitment” is amended and restated in its entirety to read
as follows:




““Revolving Commitment” shall mean the Tranche A Revolving Commitments and the
Tranche B Revolving Commitments.”;



               (x) The definition of “Revolving Exposure” is amended and restated in its entirety to read as
follows:




““Revolving Exposure” shall mean (i) with respect to any Tranche A Revolving Lender,
the Tranche A Revolving Exposure and (ii) with respect to any Tranche B Revolving
Lender, the Tranche B Revolving Exposure.”;



               (xi) The definition of “Revolving Lender” is amended and restated in its entirety to read as
follows:




““Revolving Lenders” shall mean the Tranche A Revolving Lenders and the Tranche
B Revolving Lenders.”;



               (xii) The definition of “Revolving Loan” is amended and restated in its entirety to read as
follows:




““Revolving Loans” shall mean the Tranche A Revolving Loans and the Tranche B
Revolving Loans.”;



               (xiii) The definition of “Revolving Maturity Date” is amended and restated in its entirety to
read as follows:




““Revolving Maturity Date” shall mean, as applicable, (i) with respect to the
Tranche A Revolving Facility, the Tranche A Revolving Maturity Date and (ii) with
respect to the Tranche B Revolving Facility, the Tranche B Revolving Maturity
Date.”;



          (b) Section 2.01 is amended and restated in its entirety to read as follows:




“Section 2.01 Commitments. Subject to the terms and conditions and relying
upon the representations and warranties herein set forth, each (i) Tranche A
Revolving Lender agrees, severally and not jointly, to make loans (each a “Tranche A
Revolving Loan”) to Borrower, at any time and from time to time on or after the
Fourth Amendment and Restatement Effective Date until the earlier of the Business
Day preceding the Tranche A Revolving Maturity Date and the termination of the
Tranche A Revolving Commitment of such Revolving Lender in accordance with the terms hereof, in an aggregate principal amount at any time
outstanding that will not result in such Lender’s Revolving Exposure exceeding such
Lender’s Tranche A Revolving Commitment and (ii) Tranche B Revolving



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Lender agrees, severally and not jointly, to make loans (each a “Tranche B Revolving Loan”) to
Borrower, at any time and from time to time on or after the Amendment No. 1 to ARCA
Effective Date until the earlier of the Business Day preceding the Tranche B
Revolving Maturity Date and the termination of the Tranche B Revolving Commitment of
such Revolving Lender in accordance with the terms hereof, in an aggregate principal
amount at any time outstanding that will not result in such Revolving Lender’s
Revolving Exposure exceeding such Revolving Lender’s Tranche B Revolving Commitment.
Within the limits set forth in this Section 2.01 and subject to the terms,
conditions and limitations set forth herein, Borrower may borrow, pay or prepay and
reborrow Revolving Loans. No Borrowing may be made if after giving effect to such
Borrowing Tranche B Usage would exceed the Tranche B Revolving Commitments.”



          (c) Section 2.02(a) is amended by inserting, after the word “Commitments” in the first
sentence of such Section, the following:




“(for the avoidance of doubt, all Borrowings prior to the Tranche A Revolving
Maturity Date shall be made, and deemed to be made, ratably between the Tranche A
Revolving Facility and Tranche B Revolving Facility)”;



          (d) Section 2.02 is amended by inserting the following clauses (f) and (g) at the end
thereof:




“(f) Any “Revolving Loans” outstanding on the Amendment No. 1 to ARCA Effective Date
shall be continued as Revolving Loans hereunder; provided that after giving effect
to Amendment No. 1 to ARCA, (x) each Tranche A Revolving Lender will be deemed to be
holding such Loans as “Tranche A Revolving Loans” and (y) each Tranche B Revolving
Lender will be deemed to be holding such Loans as “Tranche B Revolving Loans.”




(g) Following the Amendment No. 1 to ARCA Effective Date, with the consent of
Borrower any Tranche A Revolving Lender may elect to have all (but not less than
all) its Tranche A Revolving Commitment deemed to be a Tranche B Revolving
Commitment on any date (each date, a “Designation Date”) prior to the Tranche A
Revolving Maturity Date; provided that such Revolving Lender shall have provided
written notice to Borrower and the Administrative Agent at least 10 Business Days’
prior to such Designation Date (or such shorter period as the Administrative Agent
may agree in its discretion). Following a Designation Date, any Revolving Loans
held by such Revolving Lender will be deemed to be “Tranche B Revolving Loans.”




(e) Section 2.04(a) is amended and restated in its entirety to read as follows:




“(a) Borrower hereby unconditionally promises to pay (i) to the Administrative Agent
for the account of each Tranche A Revolving Lender, the then unpaid principal amount
of each Tranche A Revolving Loan of such Lender on the Tranche A Revolving Maturity
Date, (ii) to the Administrative Agent for the account of each



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Tranche B Revolving
Lender, the then unpaid principal amount of each Tranche B Revolving Loan of such
Lender on the Tranche B Revolving Maturity Date and (iii) to the Swingline Lender
the then unpaid principal amount of each Swingline Loan on the earlier of the
Tranche B Revolving Maturity Date and the first date after such Swingline Loan is
made that is the 15th or last day of a calendar month and is at least two Business
Days after such Swingline Loan is made; provided that on each date that a Revolving
Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on
the date such Borrowing was requested.”




(f) Section 2.05(a) is amended and restated in its entirety to read as follows:




“(a) Commitment Fee. Borrower shall pay to the Administrative Agent a
commitment fee (a “Commitment Fee”) (i) for the account of each Tranche A Revolving
Lender, ratably in proportion to their Tranche A Revolving Commitments, equal to the
Applicable Fee per annum for Tranche A Revolving Commitments on the average daily
unused amount of each Tranche A Revolving Commitment of such Lender during the
period from and including the Closing Date to but excluding the date on which such
Tranche A Revolving Commitment terminates and (ii) for the account of each Tranche B
Revolving Lender, ratably in proportion to their Tranche B Revolving Commitments,
equal to (x) during the period prior to and excluding the Amendment No. 1 to ARCA
Effective Date, the Applicable Fee per annum for Tranche A Revolving Commitments and
(y) during the period from and including the Amendment No. 1 to ARCA Effective Date
to but excluding the date on which such Tranche B Revolving Commitment terminates,
the Applicable Fee per annum for Tranche B Revolving Commitments, in each case, on
the average daily unused amount of each Tranche B Revolving Commitment of such
Lender. Accrued Commitment Fees shall be payable in arrears on (i) the last day of
March, June, September and December of each year, (ii) with respect to Tranche A
Revolving Commitments, the Tranche A Revolving Maturity Date and (iii) with respect
to Tranche B Revolving Commitments, the Tranche B Revolving Maturity Date, in each
case commencing on the first such date to occur after the date hereof. All
Commitment Fees shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first day but excluding
the last day). For purposes of computing Commitment Fees with respect to Revolving
Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the
extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the
Swingline Exposure of such Lender shall be disregarded for such purpose).”;




(g) Section 2.05(c) is amended and restated in its entirety to read as follows:




“(c) LC and Fronting Fees. Borrower shall pay (i) to the Administrative
Agent a participation fee (“LC Participation Fee”) for the account of each (A)
Tranche A Revolving Lender with respect to its participations in Letters of Credit,
which shall accrue at a rate equal to the Applicable Margin for Tranche A Revolving
Loans from time to time used to determine the interest rate on Eurodollar Re-



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volving
Loans pursuant to Section 2.06 on the average daily amount of such Lender’s
LC Exposure (excluding any portion thereof attributable to Reimbursement
Obligations) during the period from and including the Closing Date to but excluding
the later of the date on which such Lender’s Tranche A Revolving Commitment
terminates and the date on which such Lender ceases to have any LC Exposure and (B)
Tranche B Revolving Lender with respect to its participations in Letters of Credit,
which shall accrue at a rate equal to the Applicable Margin for Tranche B Revolving
Loans from time to time used to determine the interest rate on Eurodollar Revolving
Loans pursuant to Section 2.06 on the average daily amount of such Lender’s
LC Exposure (excluding any portion thereof attributable to Reimbursement
Obligations) during the period from and including the Closing Date to but excluding
the later of the date on which such Lender’s Tranche B Revolving Commitment
terminates and the date on which such Lender ceases to have any LC Exposure and (ii)
to the Issuing Bank a fronting fee (“Fronting Fee”), which shall accrue at the rate
of 0.125% per annum on the average daily amount of the LC Exposure (excluding any
portion thereof attributable to Reimbursement Obligations) during the period from
and including the Closing Date to but excluding the later of the date of termination
of the Tranche B Revolving Commitments and the date on which there ceases to be any
LC Exposure, as well as the Issuing Bank’s standard fees with respect to the
issuance, amendment, renewal or extension of any Letter of Credit or processing of
drawings thereunder. LC Participation Fees and Fronting Fees accrued through and
including the last day of March, June, September and December of each year shall be
payable on the third Business Day following such last day, commencing on the first
such date to occur after the Closing Date; provided that all such fees shall be
payable on the dates on which (x) the Tranche A Revolving Commitments terminate and
(y) the Tranche B Revolving Commitments terminate and any such fees accruing after
the date on which the Tranche B Revolving Commitments terminate shall be payable on
demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall
be payable within 10 days after demand. All LC Participation Fees and Fronting Fees
shall be computed on the basis of a year of 360 days and shall be payable for the
actual number of days elapsed (including the first day but excluding the last
day).”;




(h) Section 2.06 is amended as follows:



               (i) Section 2.06(d) is amended by deleting the phrase “Revolving Commitments” and
replacing it with the phrase “Tranche A Revolving Commitments or Tranche B Revolving Commitments,
as applicable,”



               (ii) Section 2.06(d) is amended by deleting the phrase “Revolving Availability Period”
and replacing it with the phrase “applicable Revolving Availability Period”;



          (i) Section 2.07(a) is amended and restated in its entirety to read as follows:




“(a) The Original Revolving Commitments terminated on the Fourth Amendment and
Restatement Effective Date. The Tranche A Revolving Commitments



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shall automatically
terminate on the Tranche A Revolving Maturity Date. The Tranche B Revolving
Commitments and the Swingline Commitment shall automatically terminate on the
Tranche B Revolving Maturity Date and the LC Commitment shall automatically
terminate on the date that is fifteen Business Days prior to the Tranche B Revolving
Maturity Date.”;



          (j) Section 2.11 is amended by deleting clauses (i) and (ii) of such
section and replacing them with the following clauses:




“(i) any Eurodollar Revolving Borrowing requested to be made on the first day of
such Interest Period shall be made as an ABR Revolving Loan, (ii) any Borrowing that
were to have been converted on the first day of such Interest Period to a Eurodollar
Revolving Borrowing shall be continued as an ABR Revolving Loan and (iii) any
outstanding Eurodollar Revolving Borrowing shall be converted, on the last day of
the then-current Interest Period, to an ABR Revolving Loan.”;



          (k) Section 2.14(e) is deleted in its entirety;



          (l) Section 2.17(a) is amended by deleting the phrase “during the Revolving
Availability Period” and replacing it with the phrase “until the Tranche B Revolving Maturity
Date”;



          (m) Section 2.18(a) is amended by deleting the phrase “during the Revolving
Availability Period” and replacing it with the phrase “until the Tranche B Revolving Maturity
Date”;



          (n) Section 2.18(b)(iii) is amended by deleting the phrase “15 days prior to the
Revolving Maturity Date” and replacing it with the phrase “of the Letter of Credit Expiration
Date”;



          (o) Section 2.18(d) is amended by inserting, immediately following the last sentence
of such Section, the following:




“For the avoidance of doubt, upon the Tranche A Revolving Maturity Date, the
aggregate amount of participations in Letters of Credit held by Tranche A Revolving
Lenders shall be deemed to be reallocated to the Tranche B Revolving Lenders so that
participation of the Tranche B Revolving Lenders in outstanding Letters of Credit
shall be in proportion to their respective Tranche B Revolving Commitments;
provided, however, there shall be no such reallocation of participations in Letters
to Credit to Tranche B Revolving Lenders in the event the maturity of the Loans has been accelerated on or prior to the Tranche A Revolving
Maturity Date.”;



          (p) Section 2.18(h) is amended by deleting the phrase “but excluding the date that
Borrower reimburses such LC Disbursement, at the rate per annum set forth in Section
2.06(c)” and replacing it with the phrase “and including the date that Borrower is required to
reimburse such LC Disbursement under the first paragraph of Section 2.18(e), at the
interest rate then in effect for ABR Revolving Loans, and thereafter, at the rate per annum
determined pur-



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suant to Section 2.06(c) until (but excluding) the date that Borrower
reimburses such LC Disbursement”;



          (q) Section 2.18(k) is amended by deleting the second sentence and replacing it with
the sentences “Any Revolving Lender designated as an issuing bank pursuant to this paragraph (k)
shall have all the rights and obligations of the Issuing Bank under the Loan Documents with respect
to Letters of Credit issued or to be issued by it, and all references in the Loan Documents to the
term “Issuing Bank” shall, with respect to such Letters of Credit, be deemed to refer to such
Revolving Lender in its capacity as the Issuing Bank, as the context shall require. The
Administrative Agent shall notify the Lenders of any such additional Issuing Bank. If at any time
there is more than one Issuing Bank hereunder, Borrower may, in its discretion, select which
Issuing Bank is to issue any particular Letter of Credit.”;



          (r) Section 2.19 is amended and restated in its entirety to read as follows:



          ”SECTION 2.19 Defaulting Lenders.




          Notwithstanding any provision of this Agreement to the contrary, if any Lender
becomes a Defaulting Lender, then the following provisions shall apply for so long
as such Lender is a Defaulting Lender:




(a) if any LC Exposure exists at the time a Lender becomes a Defaulting Lender, then
Borrower shall within one Business Day following notice by the Administrative Agent
(A) cash collateralize such Defaulting Lender’s LC Exposure in accordance with the
procedures set forth in Section 2.18(i) for so long as such LC Exposure is
outstanding, or (B) enter into arrangements satisfactory to the Administrative
Agent, the Issuing Bank, the Swingline Lender and the Borrower;




(b) so long as any Lender is a Defaulting Lender, the Swingline Lender shall not be
required to fund any Swingline Loan and the Issuing Bank shall not be required to
issue, amend or increase any Letter of Credit, unless it is satisfied that the
related exposure will be cash collateralized in accordance with Section
2.19(a) (or such other arrangements as are satisfactory to the Administrative
Agent, the Issuing Bank, the Swingline Lender and the Borrower).




The rights and remedies against a Defaulting Lender under this Section 2.19
are in addition to other rights and remedies that Borrower, the Administrative
Agent, the Issuing Bank, the Swingline Lender and the non-Defaulting Lenders may
have against such Defaulting Lender. The arrangements permitted or
required by this Section 2.19 shall be permitted under this Agreement, notwithstanding any
limitation on Liens or otherwise.”;



          (s) Section 2.22(a) is amended and restated in its entirety to read as follows:




“(a) At any time, Borrower may by written notice to the Administrative Agent and
without the consent of the other Lenders hereunder request increases to the existing
Tranche B Revolving Commitments (any such increase, an “Incremental



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Revolving Commitment”). Each Incremental Revolving Commitment shall be in a minimum amount of
at least $5.0 million and the aggregate amount of all Incremental Revolving
Commitments shall not exceed $100.0 million (which amount shall be increased
immediately following the Tranche A Revolving Maturity Date by an amount equal to
the Tranche A Revolving Commitments in effect immediately prior to the Tranche A
Revolving Maturity Date). Such notice shall specify the date (an “Increased Amount
Date”) on which Borrower proposes that the Incremental Revolving Commitments be made
available, which shall be a date not less than 5 Business Days after the date on
which such notice is delivered to the Administrative Agent, and the amount of the
Incremental Revolving Commitments. The Administrative Agent shall notify Borrower
in writing of the identity of each Lender or other financial institution reasonably
acceptable to the Administrative Agent and Borrower (each, a “Incremental Revolving
Lender”) to whom the Incremental Revolving Commitments have been allocated and the
amounts of such allocations; provided that any Lender approached to provide all or a
portion of the Incremental Revolving Commitments may elect or decline, in its sole
discretion, to provide an Incremental Revolving Commitment. Such Incremental
Revolving Commitments shall become effective as of such Increased Amount Date;
provided that (1) no Default or Event of Default has occurred and is continuing or
would result after giving effect to the making of such Incremental Revolving
Commitments and Revolving Loans or the application of the proceeds therefrom, (2)
such increase in the Commitments shall be evidenced by one or more joinder
agreements (the “Increase Joinder”) executed by Borrower, the Administrative Agent
and each Lender making such Incremental Revolving Commitment, in form and substance
satisfactory to each of them. The Increase Joinder may, without the consent of any
other Lenders, effect such amendments to this Agreement and the other Loan Documents
as may be necessary or appropriate, in the opinion of the Administrative Agent, to
effect the provisions of this Section 2.22, and each shall be recorded in
the register, each of which shall be subject to the requirements set forth in
Section 2.15(e). All terms and conditions of any Tranche B Revolving Loans
or other Obligations relating to Incremental Revolving Commitments shall be on the
same terms and conditions as those applicable to Tranche B Revolving Commitments,
Tranche B Revolving Loans and other Obligations under this Agreement. In addition,
unless otherwise specifically provided herein, all references in Loan Documents to
Revolving Loans and Tranche B Revolving Loans shall be deemed, unless the context
otherwise requires, to include references to Revolving Loans and Tranche B Revolving
Loans, respectively, made pursuant to Incremental Revolving Commitments, made
pursuant to this Agreement.”;



          (t) Section 2.22(b) is amended and restated in its entirety to read as follows:




“(b) On any Increased Amount Date on which Incremental Revolving Commitments are
effected, subject to the satisfaction of the foregoing terms and conditions, (i)
each of the existing Tranche B Revolving Lenders shall assign to each of the
Incremental Revolving Lenders, and each of the Incremental Revolving Lenders shall
purchase from each of the existing Tranche B Revolving Lenders, at the



-12-









 







principal amount thereof, such interests in the outstanding Tranche B Revolving Loans and
participations in Letters of Credit and Swingline Loans outstanding on such
Increased Amount Date that will result in, after giving effect to all such
assignments and purchases, such Tranche B Revolving Loans and participations in
Letters of Credit and Swingline Loans being held by existing Tranche B Revolving
Lenders and Incremental Revolving Lenders ratably in accordance with their Tranche B
Revolving Commitments after giving effect to the addition of such Incremental
Revolving Commitments to the Tranche B Revolving Commitments, (ii) each Incremental
Revolving Commitment shall be deemed for all purposes a Revolving Commitment and
each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and
have the same terms as any existing Revolving Loan and (iv) each Incremental
Revolving Lender shall become a Lender with respect to the Revolving Commitments and
all matters relating thereto. Borrower shall make any payments required pursuant to
Section 2.13 in connection with any adjustment of Revolving Loans pursuant
to this Section 2.22(b). Assignments made to effect this Section
2.22(b) shall be made in accordance with Section 11.04.”;



          (u) Section 6.04 is amended as follows:



               (i) deleting “and” and the end of clause (k);



               (ii) deleting the period at the end of clause (l) and replacing it with “; and”; and



               (iii) inserting the following clause (m):




“(m) Borrower and the Subsidiaries may make Investments from time to time, so long
as (x) no (A) Event of Default exists or (B) (on a Pro Forma Basis after giving
effect to the making of such Investments) Default would result therefrom at the time
of making thereof and (y) the aggregate amount of such Investments and the aggregate
amount of prepayments, retirements, redemptions, purchases, defeasances and
exchanges of Senior Notes, any refinancing thereof permitted pursuant to Section
6.01 or any other unsecured Indebtedness incurred under Section 6.01 in
each case pursuant to clause (4) of the parenthetical in Section 6.09(i)
does not exceed $50.0 million in the aggregate.”



               (v) Section 6.08(a) is amended and restated in its entirety to read as follows:




“(a) Maximum Leverage Ratio. Permit the Leverage Ratio, as of the last day
of any Test Period ending during any period set forth in the table below, to exceed
the ratio set forth opposite such period in the table below:



	 	 	 	 	 
	 	 	Leverage Ratio
	April 1, 2007 to, but not including, Amendment No. 1 to
ARCA Effective Date
	 	 	3.25 to 1.00	 
	Amendment No. 1 to ARCA Effective Date and thereafter
	 	 	3.75 to 1.00	 






-13-









 






          (w) Section 6.09(i) is amended by deleting, within the parenthetical of such clause,
the word “and” and replacing it with “,” and inserting, after the last word of such parenthetical,
the phrase “and (4) so long as no (x) Event of Default exists or (y) (on a Pro Forma Basis after
giving effect to such prepayment, retirement, redemption, purchase, defeasance or exchange) Default
would result therefrom at the time of such prepayment, retirement, redemption, purchase, defeasance
or exchange, Borrower may prepay, retire, redeem, purchase, defease or exchange the Senior Notes,
any refinancing thereof permitted pursuant to Section 6.01 or any other unsecured
Indebtedness incurred under Section 6.01 as long as the aggregate consideration paid by
Borrower pursuant to this clause (4) and the aggregate Investments pursuant to Section
6.04(m) does not exceed $50.0 million in the aggregate; provided that such prepayment,
retirement, redemption, purchase, defeasance or exchange of Indebtedness pursuant to this
clause (4) shall be made at a discount to the par value of such Indebtedness”;



          (x) Annex I to the Credit Agreement is replaced in its entirety with Annex I
to this Amendment;



          (y) Exhibit B to the Credit Agreement is replaced in its entirety with Exhibit
B to this Amendment;



          (z) Exhibit G-4 to the Credit Agreement is replaced in its entirety with Exhibit
G-4 to this Amendment;



          (aa) Exhibit G-5 to the Credit Agreement is replaced in its entirety with Exhibit
G-5 to this Amendment; and



          (bb) Exhibit P to the Credit Agreement is replaced in its entirety with Exhibit
P to this Amendment.



          SECTION 2. Consent to Creation of New Subsidiaries.



          (a) The Company has informed the Lenders that it desires to organize two new Subsidiaries for
the purpose of conducting operations in Mexico. The first Subsidiary, BES International, will be a
Delaware limited liability company wholly-owned by Borrower. Borrower agrees that BES
International’s sole purpose now and in the future will be to hold the capital stock of BES Mexico
and any additional Foreign Subsidiaries that may be created from time to time in the future, and to
conduct, transact or otherwise engage in activities incidental thereto. The initial business
purpose of BES Mexico will be to bid on and win contracts to perform oil field services in Mexico, including for Petroleos de Mexico, its contractors and
subcontractors. BES Mexico will perform these services either directly or through joint ventures
to be organized in compliance with the Credit Agreement.



          (b) The Required Lenders hereby consent to the creation of BES International and BES Mexico,
notwithstanding Section 6.12 of the Credit Agreement; it being understood that (i) neither
such company shall be a Subsidiary Guarantor under the Credit Agreement nor shall any stock of BES
Mexico be pledged to the Collateral Agent for the benefit of the Lenders pursuant to the exception
set forth in Section 5.11(b) and (ii) any Investments in, and other trans-



-14-









 







actions with, such
parties shall be permitted as Investments in, or transactions with, parties that are not Loan
Parties otherwise permitted by the Credit Agreement. Within thirty (30) days after BES
International becomes a Wholly Owned Subsidiary of Borrower, Borrower shall deliver to the
Collateral Agent (i) the certificates, if any, representing 100% of the Equity Interest of BES
International, together with undated stock powers or other appropriate instruments of transfer
executed and delivered in blank by a duly authorized officer of Borrower and (ii) all intercompany
notes owing from BES International to any Loan Party together with instruments of transfer executed
and delivered in blank by a duly authorized officer of such Loan Party.



          SECTION 3. Register. On the Amendment No. 1 to ARCA Effective Date, the
Administrative Agent shall record in the Register maintained by the Administrative Agent pursuant
to Section 11.04(c) of the Credit Agreement the relevant information with respect to each
Revolving Lender as set forth in Section 2.02(f) of the Credit Agreement.



          SECTION 4. Conditions to Effectiveness. This Amendment shall become effective when,
and only when, and as of the date (the “Amendment No. 1 to ARCA Effective Date”) on which (a) the
Administrative Agent shall have received counterparts of this Amendment executed by Borrower, each
of the Subsidiary Guarantors, the Issuing Bank, the Swingline Lender and the Required Lenders or,
as to any of the Required Lenders, advice satisfactory to the Administrative Agent that such Lender
has executed this Amendment, (b) the Administrative Agent shall have received all fees due and
payable in connection with this Amendment and the Administrative Agent shall have received payment
of all fees and expenses of the Administrative Agent (including the fees and expenses of Cahill
Gordon & Reindel llp counsel to the Administrative Agent), (c) Borrower shall have paid a
consent fee to the Administrative Agent, for the ratable account of each Extending Lender, equal to
1.25% of the aggregate amount of Revolving Commitments of such Extending Lender in existence
immediately prior to the Amendment No. 1 to ARCA Effective Date, to those Extending Lenders that
have delivered executed consents to this Amendment not later than the later of (i) 5:00 p.m. (New
York City time) on April 27, 2009 and (ii) when the Administrative Agent has received executed
consents to this Amendment from the Required Lenders, (d) the Administrative Agent shall have
received a favorable opinion of Andrews Kurth LLP, counsel to Borrower, in form and substance
reasonably satisfactory to the Administrative Agent and (e) the Administrative Agent shall have
received a certificate signed by a duly authorized officer of Borrower dated the Amendment No. 1 to
ARCA Effective Date, to the effect that, after giving effect to this Amendment: (i) the
representations and warranties contained in each of the Loan Documents are true and correct in all
material respects on and as of Amendment No. 1 to ARCA Effective Date as though made on and as of
such date (unless stated to relate solely to an earlier date, in which case such representations
and warranties are true and correct in all material respects as of such earlier date); and (ii) no Default or
Event of Default has occurred and is continuing.



          SECTION 5. Representations and Warranties. Borrower represents and warrants as
follows:



          (a) The representations and warranties contained in each of the Loan Documents are true and
correct in all material respects on and as of the date of this Amendment as if made on and as of
such date (unless stated to relate to a specific earlier date, in which case such



-15-









 







representations and warranties shall be true and correct in all material respects as of such earlier date).



          (b) The execution, delivery and performance by each Loan Party of this Amendment are within
such Loan Party’s corporate or other organizational powers, have been duly authorized by all
necessary corporate or other organizational action, require no action by or in respect of, or
filing with, any governmental body, agency or official and do not contravene, or constitute a
default under, any provision of applicable law or regulation or of the certificate of incorporation
(or certificate of formation, as applicable) or by-laws (or other organizational documents, as
applicable) of such Loan Party or of any agreement, judgment, injunction, order, decree or other
instrument binding upon Borrower or any of its Subsidiaries.



          (c) No Default or Event of Default has occurred and is continuing on the date hereof.



          SECTION 6. Reference to and Effect on the Loan Documents. (a) On and after the
Amendment No. 1 to ARCA Effective Date, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference
in the Notes and each of the other Loan Documents to “the Agreement”, “thereunder”, “thereof”, or
words of like import referring to the Credit Agreement shall mean and be a reference to the Credit
Agreement, as amended and otherwise modified by this Amendment.



          (b) The Credit Agreement, the Notes and each of the other Loan Documents, as
specifically amended by this Amendment, are and shall continue to be in full force and effect and
are hereby in all respects ratified and confirmed. Without limiting the generality of the
foregoing, the Security Documents and all of the Collateral described therein do and shall continue
to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case
as amended by this Amendment.



          (c) The execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders, the
Administrative Agent or the Collateral Agent, nor constitute an amendment or waiver of any
provision of the Credit Agreement or the other Loan Documents.



          SECTION 7. Affirmation of Subsidiary Guarantors. Each Subsidiary Guarantor hereby
consents to the amendments to the Credit Agreement effected hereby, and hereby confirms and agrees
that, notwithstanding the effectiveness of this Amendment, the obligations of such Subsidiary
Guarantor contained in Article VII of the Credit Agreement, as amended hereby, or in any other Loan Documents to which it is a party are, and shall remain, in full force and
effect and are hereby ratified and confirmed in all respects, except that, on and after the
effectiveness of this Amendment, each reference in Article VII of the Credit Agreement and in each
of the other Loan Documents to “the Agreement”, “thereunder”, “thereof” or words of like import
shall mean and be a reference to the Credit Agreement, as amended or otherwise modified by this
Amendment.



          SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF



-16-









 







NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.



          SECTION 9. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT, ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.



          SECTION 10. Execution in Counterparts. This Amendment may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. Delivery of an
executed counterpart of a signature page to this Amendment by telecopier, PDF, tif or other
electronic transmission shall be effective as delivery of a manually executed counterpart of this
Amendment.



          SECTION 11. Costs and Expenses. Borrower hereby agrees to pay all reasonable costs
and expenses associated with the preparation, execution, delivery, administration, and enforcement
of this Amendment, including, without limitation, the fees and expenses of the Administrative
Agent’s counsel and other out-of-pocket expenses related hereto.



-17-









 





          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective proper and duly authorized officers as of the day and year first
above written.



	 	 	 	 	 
	BASIC ENERGY SERVICES, INC.,

as Borrower

 	 	 
	By:  	/s/ Alan Krenek
 	 	 
	 	Name:  	Alan Krenek 	 	 
	 	Title:  	Sr Vice President, CFO, and Treasurer 	 	 



-18-









 






	 	 	 	 	 



	 	 	 	 	 
	SUBSIDIARY GUARANTORS:



FIRST ENERGY SERVICES COMPANY,

as a Subsidiary Guarantor

 	 	 
	By:  	/s/ Kenneth V. Huseman
 	 	 
	 	Name:  	Kenneth V. Huseman 	 	 
	 	Title:  	President 	 	 
	 	 
	BASIC ENERGY SERVICES, L.P.,

as a Subsidiary Guarantor

 	 	 
	By:  	BASIC ENERGY SERVICES GP, LLC,
its General Partner
 	 	 
	 	 	 
	By:  	          /s/ Kenneth V. Huseman
 	 	 
	 	Name:  	Kenneth V. Huseman 	 	 
	 	Title:  	President 	 	 
	 	 
	BASIC ENERGY SERVICES GP, LLC,

as a Subsidiary Guarantor

 	 	 
	By:  	/s/ Kenneth V. Huseman
 	 	 
	 	Name:  	Kenneth V. Huseman 	 	 
	 	Title:  	President 	 	 
	 	 
	BASIC ENERGY SERVICES LP, LLC,

as a Subsidiary Guarantor

 	 	 
	By:  	/s/ Jerry Tufly
 	 	 
	 	Name:  	Jerry Tufly 	 	 
	 	Title:  	Sole Manager 	 	 



-19-









 






	 	 	 	 	 



	 	 	 	 	 
	BASIC ESA, INC.,

as a Subsidiary Guarantor

 	 	 
	By:  	/s/ Kenneth V. Huseman
 	 	 
	 	Name:  	Kenneth V. Huseman 	 	 
	 	Title:  	President 	 	 
	 	 
	BASIC MARINE SERVICES, INC.,

as a Subsidiary Guarantor

 	 	 
	By:  	/s/ Kenneth V. Huseman
 	 	 
	 	Name:  	Kenneth V. Huseman 	 	 
	 	Title:  	President 	 	 
	 	 
	OILWELL FRACTURING SERVICES, INC.,

as a Subsidiary Guarantor

 	 	 
	By:  	/s/ Kenneth V. Huseman
 	 	 
	 	Name:  	Kenneth V. Huseman 	 	 
	 	Title:  	President 	 	 
	 	 
	JS ACQUISITION, LLC,

as a Subsidiary Guarantor

 	 	 
	By:  	/s/ Kenneth V. Huseman
 	 	 
	 	Name:  	Kenneth V. Huseman 	 	 
	 	Title:  	President 	 	 
	 	 
	ACID SERVICES, LLC,

as a Subsidiary Guarantor

 	 	 
	By:  	/s/ Kenneth V. Huseman
 	 	 
	 	Name:  	Kenneth V. Huseman 	 	 
	 	Title:  	President 	 	 



-20-









 






	 	 	 	 	 



	 	 	 	 	 
	JETSTAR HOLDINGS, INC.,

as a Subsidiary Guarantor

 	 	 
	By:  	
/s/ Kenneth V. Huseman
 	 	 
	 	Name:  	Kenneth V. Huseman 	 	 
	 	Title:  	President 	 	 
	 	 
	JETSTAR ENERGY SERVICES, INC.,

as a Subsidiary Guarantor

 	 	 
	By:  	/s/ Kenneth V. Huseman
 	 	 
	 	Name:  	Kenneth V. Huseman 	 	 
	 	Title:  	President 	 	 
	 	 
	SLEDGE DRILLING CORP.,

as a Subsidiary Guarantor

 	 	 
	By:  	              /s/ Kenneth V. Huseman
 	 	 
	 	Name:  	Kenneth V. Huseman 	 	 
	 	Title:  	President 	 	 
	 	 
	WILDHORSE SERVICES, INC.,

as a Subsidiary Guarantor

 	 	 
	By:  	/s/ Kenneth V. Huseman
 	 	 
	 	Name:  	Kenneth V. Huseman 	 	 
	 	Title:  	President 	 	 
	 	 
	PERMIAN PLAZA, LLC,

as a Subsidiary Guarantor

 	 	 
	By:  	/s/ Kenneth V. Huseman
 	 	 
	 	Name:  	Kenneth V. Huseman 	 	 
	 	Title:  	President 	 	 



-21-









 






	 	 	 	 	 



	 	 	 	 	 
	XTERRA FISHING & RENTAL TOOLS CO.,

as a Subsidiary Guarantor

 	 	 
	By:  	/s/ Kenneth V. Huseman
 	 	 
	 	Name:  	Kenneth V. Huseman 	 	 
	 	Title:  	President 	 	 
	 	 
	LEBUS OIL FIELD SERVICE CO.,

as a Subsidiary Guarantor

 	 	 
	By:  	/s/ Kenneth V. Huseman
 	 	 
	 	Name:  	Kenneth V. Huseman 	 	 
	 	Title:  	President 	 	 
	 	 
	GLOBE WELL SERVICE, INC.,

as a Subsidiary Guarantor

 	 	 
	By:  	/s/ Kenneth V. Huseman
 	 	 
	 	Name:  	Kenneth V. Huseman 	 	 
	 	Title:  	President 	 	 
	 	 
	SCH DISPOSAL, L.L.C.,

as a Subsidiary Guarantor

 	 	 
	By:  	/s/ Kenneth V. Huseman
 	 	 
	 	Name:  	Kenneth V. Huseman 	 	 
	 	Title:  	President 	 	 
	 	 
	HENNESSEY RENTAL TOOLS, INC.,

as a Subsidiary Guarantor

 	 	 
	By:  	/s/ Kenneth V. Huseman
 	 	 
	 	Name:  	Kenneth V. Huseman 	 	 
	 	Title:  	President 	 	 



-22-









 






	 	 	 	 	 



	 	 	 	 	 
	CHAPARRAL SERVICE, INC.,

as a Subsidiary Guarantor

 	 	 
	By:  	/s/ Kenneth V. Huseman
 	 	 
	 	Name:  	Kenneth V. Huseman 	 	 
	 	Title:  	President 	 	 



-23-









 






	 	 	 	 	 



	 	 	 	 	 
	AGENTS:



UBS AG, STAMFORD BRANCH, as Issuing Bank,

Administrative Agent and Collateral Agent

 	 	 
	By:  	/s/ Mary E. Evans
 	 	 
	 	Name:  	Mary E. Evans 	 	 
	 	Title:  	Associate Director Banking Products Services, US 	 	 
	 	 
	 	 	 
	By:  	/s/ Irja R. Otsa
 	 	 
	 	Name:  	Irja R. Otsa 	 	 
	 	Title:  	Associate Director Banking Products Services, US 	 	 
	 	 
	UBS LOAN FINANCE LLC, as a Lender and

Swingline Lender

 	 	 
	By:  	/s/ Mary E. Evans
 	 	 
	 	Name:  	Mary E. Evans 	 	 
	 	Title:  	Associate Director Banking Products Services, US 	 	 
	 	 
	 	 	 
	By:  	/s/ Irja R. Otsa
 	 	 
	 	Name:  	Irja R. Otsa 	 	 
	 	Title:  	Associate Director Banking Products Services, US 	 	 



-24-









 






	 	 	 	 	 




	THE UNDERSIGNED HEREBY CONSENTS 
to this amendment and
consent.







	 	 	 	 	 
	 
as a Lender

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 	 
	THE UNDERSIGNED HEREBY CONSENTS to its Revolving Commitment being
deemed to be a Tranche B Revolving Commitment.




 
as a Lender

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 	 




-25-









 








EXECUTION VERSION

Annex I




Applicable Margin




Tranche A Revolving Commitments:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Tranche A	 	 
	Applicable	 	Revolving Loans	 	Tranche A
	Leverage Ratio	 	Eurodollar	 	ABR	 	Applicable Fee
	Level A1 < 2.0:1.0
	 	 	1.25	%	 	 	0.25	%	 	 	0.375	%
	Level A2
> 2.0:1.0
	 	 	1.50	%	 	 	0.50	%	 	 	0.375	%






Tranche B Revolving Commitments:




	 	 	 	 	 	 	 	 	 
	 	 	Tranche B
	Applicable	 	Revolving Loans
	Leverage Ratio	 	Eurodollar	 	ABR
	Level B1 < 2.0:1.0
	 	 	3.50	%	 	 	2.50	%
	2.0:1.0
< Level B2 < 3.0:1.0
	 	 	4.00	%	 	 	3.00	%
	Level B3
> 3.0:1.0
	 	 	4.50	%	 	 	3.50	%






          Each change in the Applicable Margin with respect to Tranche A Revolving Commitments or
Tranche B Revolving Commitments, as applicable, resulting from a change in the Leverage Ratio shall
be effective with respect to such Loans and Letters of Credit outstanding under such Commitments on
and after the date of delivery to the Administrative Agent of the financial statements and
certificates required by Section 5.01(a) or (b) and Section 5.01(d),
respectively, indicating such change until the date immediately preceding the next date of delivery
of such financial statements and certificates indicating another such change.



          Notwithstanding the foregoing the Leverage Ratio shall be deemed to be in (A) Level A2 with
respect to Tranche A Revolving Loans and Level B3 with respect to Tranche B Revolving Loans at any
time (i) during which Borrower has failed to deliver the financial statements and certificates
required by Section 5.01(a) or (b) and Section 5.01(d), respectively, and
(ii) during the existence of an Event of Default and (B) Level B2 with respect to Tranche B
Revolving Loans during the period from the Amendment No. 1 to ARCA Effective Date through the six
month anniversary of the Amendment No. 1 to ARCA Effective Date.




 









 








EXHIBIT B




[Form of]

ASSIGNMENT AND ACCEPTANCE




          Reference is made to the Fourth Amended and Restated Credit Agreement, dated as of October 3,
2003, amended and restated as of November 17, 2003, December 21, 2004, December 15, 2005 and
February 6, 2007, and as further amended on May 4, 2009 (as may be amended, amended and restated,
supplemented or otherwise modified, the “Credit Agreement”), among BASIC ENERGY SERVICES, INC., a
Delaware corporation (“Borrower”), the Subsidiary Guarantors party thereto, the Lenders, UBS LOAN
FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”) and as a Lender, BANK OF
AMERICA, N.A., as syndication agent (in such capacity, “Syndication Agent”), CAPITAL ONE, NATIONAL
ASSOCIATION (as successor in interest to Hibernia National Bank), as a documentation agent (in such
capacity, a “Documentation Agent”), BNP PARIBAS, as a documentation agent (in such capacity, a
“Documentation Agent”), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing
Bank”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, and as
collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing
Bank. Capitalized terms used and not defined herein are used with the meanings assigned to such
terms in the Credit Agreement.



WITNESSETH:




          1. The Assignor hereby sells and assigns, without recourse, to the Assignee, and the Assignee
hereby purchases and assumes, without recourse, from the Assignor, effective as of the Closing Date
set forth below (but not prior to the registration of the information contained herein in the
Register pursuant to Section 11.04(c) of the Credit Agreement), the interests set forth below (the
“Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement and the
other Loan Documents, including, without limitation, the Swingline Commitment, the Tranche A
Revolving Commitment, the Tranche B Revolving Commitment, Swingline Loans, Tranche A Revolving
Loans, Tranche B Revolving Loans and participations held by the Assignor in Letters of Credit which
are outstanding on the Closing Date set forth below. From and after the Closing Date set forth
below (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement
and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and under the Loan Documents and (ii) the Assignor shall, to the
extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.



          2. The Assignor (i) warrants that it is the legal and beneficial owner of the interest being
assigned hereby free and clear of any adverse claim and that its Commitment, and the outstanding
balances of its Tranche A Revolving Loans or Tranche B Revolving Loans, as applicable, without
giving effect to assignments thereof which have not become effective, are as set forth in this
Assignment and Acceptance; (ii) except as set forth in (i) above, the Assignor makes no
representation or warranty and assumes no responsibility with respect



B-1









 







to any statements, warranties or representations made in or in connection with the Credit
Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit Agreement, any other Loan Document or any other instrument or document furnished
pursuant thereto, or the financial condition of Borrower or any Subsidiary Guarantor or the
performance or observance by Borrower or any Subsidiary Guarantor of any of their respective
obligations under the Credit Agreement, any other Loan Document or any other instrument or document
furnished pursuant thereto.



          3. The Assignee (i) represents and warrants that it is legally authorized to enter into this
Assignment and Acceptance; (ii) confirms that it has received a copy of the Credit Agreement, and
such other documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Assignment and Acceptance; (iii) agrees that it will, independently
and without reliance upon the Assignor, the Administrative Agent, the Collateral Agent or any other
Lender and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Credit
Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto
or thereto; (iv) appoints and authorizes the Administrative Agent and the Collateral Agent to take
such action as agent on its behalf and to exercise such powers and discretion under the Credit
Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto
or thereto as are delegated to the Administrative Agent and the Collateral Agent, respectively, by
the terms thereof, together with such powers as are incidental thereto; and (v) agrees that it will
be bound by the provisions of the Agreement and will perform in accordance with its terms all the
obligations which by the terms of the Credit Agreement are required to be performed by it as a
Lender.



          4. This Assignment and Acceptance is being delivered to the Administrative Agent together with
(i) if the Assignee is a Foreign Lender, the forms specified in Section 2.15(e) of the Credit
Agreement, duly completed and executed by such Assignee; (ii) if the Assignee is not already a
Lender under the Credit Agreement, an Administrative Questionnaire in the form of Exhibit A
to the Credit Agreement; and (iii) a processing and recordation fee of $3,500.



          5. This Assignment and Acceptance shall be construed in accordance with and governed by the
law of the State of New York.



          6. Date of Assignment:



          7. Legal Name of Assignor:



          8. Legal Name of Assignee:



          9. Assignee’s Address for Notices:



B-2









 





          10. Closing Date of Assignment (may not be fewer than five (5) Business Days after the Date of
Assignment unless the Administrative Agent shall otherwise agree):




          11. Percentage Assigned of Applicable Loan/Commitment:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Percentage Assigned of
	 	 	 	 	 	 	Applicable Loan/Commitment
	 	 	 	 	 	 	(set forth, to at least 8 decimals,
	 	 	 	 	 	 	as a percentage of the Loan and
	 	 	Principal Amount	 	the aggregate Commitments of
	Loan/Commitment	 	Assigned	 	all Lenders thereunder)
	 
	 	 	 	 	 	 	 	 
	Tranche A Revolving Loans
	 	$	 	 	 	 	%	 
	Tranche B Revolving Loans
	 	$	 	 	 	 	%	 
	Letters of Credit
	 	$	 	 	 	 	%	 
	Swingline Loans
	 	$	 	 	 	 	%	 






[Signature Page Follows]




B-3









 








	 	 	 	 	 
	 	The terms set forth above are hereby agreed to:

[                                        ],

as Assignor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[                              ],

as Assignee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted:*




	 	 	 	 	 
	BASIC ENERGY SERVICES, INC., as

Borrower

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



B-4









 






	 	 	 	 	 



	 	 	 	 	 
	UBS AG, STAMFORD BRANCH,

as Administrative Agent, Issuing Bank and

Collateral Agent

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 	 
	 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 	 
	UBS LOAN FINANCE LLC,

as Swingline Lender and a Lender

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 	 
	 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 	 





 




			
	*	 	To be completed to the extent consent is required under Section 11.04(b) of the Credit Agreement.




B-5









 










EXHIBIT G-4




[Form of]

[TRANCHE A] [TRANCHE B] REVOLVING NOTE




			
	$                    
	 	New York, New York

                    ,           






          FOR VALUE RECEIVED, the undersigned BASIC ENERGY SERVICES, INC., a Delaware corporation
(“Borrower”), promises to pay to the order of [LENDER] (the “Lender”) on the [Tranche A] [Tranche
B] Revolving Maturity Date, in lawful money of the United States and in immediately available
funds, the principal amount of the lesser of (a) [                    ] ($[                    ]) and (b) the
aggregate unpaid principal amount of all [Tranche A] [Tranche B] Revolving Loans of the Lender
outstanding under the Credit Agreement. Borrower further agrees to pay interest in like money at
such office on the unpaid principal amount hereof from time to time from the date hereof at the
rates, and on the dates, specified in Section 2.06 of the Credit Agreement.



          The holder of this Note may endorse and attach a schedule to reflect the date, Type and amount
of each [Tranche A] [Tranche B] Revolving Loan of the Lender outstanding under the Credit
Agreement, the date and amount of each payment or prepayment of principal hereof, and the date of
each interest rate conversion or continuation pursuant to Section 2.08 of the Credit Agreement and
the principal amount subject thereto; provided that the failure of the Lender to make any such
recordation (or any error in such recordation) shall not affect the obligations of Borrower
hereunder or under the Credit Agreement.



          This Note is one of the Notes referred to in the Fourth Amended and Restated Credit Agreement
(the “Credit Agreement”) dated as of February 6, 2007, as amended from time to time, among
Borrower, the Subsidiary Guarantors, the Lenders party thereto, UBS LOAN FINANCE LLC, as Swingline
Lender and as a Lender, BANK OF AMERICA, N.A., as Syndication Agent, CAPITAL ONE, NATIONAL
ASSOCIATION (as successor in interest to Hibernia National Bank), as a Documentation Agent, BNP
PARIBAS, as a Documentation Agent and UBS AG, STAMFORD BRANCH, as Issuing Bank, as Administrative
Agent for the Lenders and as Collateral Agent for the Secured Parties and the Issuing Bank.
Capitalized terms used and not defined herein are used with the meanings assigned to such terms in
the Credit Agreement unless otherwise defined herein or unless the context otherwise requires.



          This Note is secured and guaranteed as provided in the Credit Agreement and the Security
Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a
description of the properties and assets in which a security interest has been granted, the nature
and extent of the security and guarantees, the terms and conditions upon which the security
interest and each guarantee was granted and the rights of the holder of this Note in respect
thereof.



G-4-1









 





          Upon the occurrence of any one or more of the Events of Default specified in the Credit
Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable, all as provided therein.



          All parties now and hereafter liable with respect to this Note, whether maker, principal,
surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other
notices of any kind.



          THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT.
TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT
PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.



          THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.



[Signature Page Follows]




G-4-2









 








	 	 	 	 	 
	 	BASIC ENERGY SERVICES, INC., as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



G-4-3









 






	 	 	 	 	 



EXHIBIT G-5




[Form of]

SWINGLINE NOTE




			
	 	 	 
	$                    
	 	New York, New York 
                    ,          






          FOR VALUE RECEIVED, the undersigned BASIC ENERGY SERVICES, INC., a Delaware corporation
(“Borrower”), promises to pay to the order of [LENDER] (the “Lender”) on the Tranche B Revolving
Maturity Date, in lawful money of the United States and in immediately available funds, the
principal amount of the lesser of (a) [                    ] ($[                    ]) and (b) the aggregate
unpaid principal amount of all Swingline Loans made by the Lender pursuant to Section 2.17 of the
Credit Agreement. Borrower further agrees to pay interest in like money at such office on the
unpaid principal amount hereof from time to time from the date hereof at the rates, and on the
dates, specified in Section 2.06 of the Credit Agreement.



          The holder of this Note may endorse and attach a schedule to reflect the date, Type and amount
of each Swingline Loan and the date and amount of each payment or prepayment of principal thereof;
provided that the failure of the Lender to make any such recordation (or any error in such
recordation) shall not affect the obligations of Borrower hereunder or under the Credit Agreement.



          This Note is one of the Notes referred to in the Fourth Amended and Restated Credit Agreement
(the “Credit Agreement”) dated as of February 6, 2007, and as amended from time to time, among
Borrower, the Subsidiary Guarantors, the Lenders party thereto, UBS LOAN FINANCE LLC, as Swingline
Lender and as a Lender, BANK OF AMERICA, N.A., as Syndication Agent, CAPITAL ONE, NATIONAL
ASSOCIATION (as successor in interest to Hibernia National Bank), as a Documentation Agent, BNP
PARIBAS, as a Documentation Agent, and UBS AG, STAMFORD BRANCH, as Issuing Bank, as Administrative
Agent for the Lenders and as Collateral Agent for the Secured Parties and the Issuing Bank.
Capitalized terms used and not defined herein are used with the meanings assigned to such terms in
the Credit Agreement unless otherwise defined herein or unless the context otherwise requires.



          This Note is secured and guaranteed as provided in the Credit Agreement and the Security
Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a
description of the properties and assets in which a security interest has been granted, the nature
and extent of the security and guarantees, the terms and conditions upon which the security
interest and each guarantee was granted and the rights of the holder of this Note in respect
thereof.



G-5-1









 





          Upon the occurrence of any one or more of the Events of Default specified in the Credit
Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable, all as provided therein.



          All parties now and hereafter liable with respect to this Note, whether maker, principal,
surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other
notices of any kind.



          THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT.
TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT
PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.



          THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.



[Signature Page Follows]




G-5-2









 








	 	 	 	 	 
	 	BASIC ENERGY SERVICES, INC., as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



G-5-3









 






	 	 	 	 	 



EXHIBIT P




[Form of]

CONFIDENTIAL LENDER AUTHORIZATION





          Reference is made to the Fourth Amended and Restated Credit Agreement, dated as of October 3,
2003, amended and restated as of November 17, 2003, December 21, 2004, December 15, 2005 and
February 6, 2007, and as further amended on May 4, 2009 (as may be amended, amended and restated,
supplemented or otherwise modified, the “Credit Agreement”), among BASIC ENERGY SERVICES, INC., a
Delaware corporation (“Borrower”), the Subsidiary Guarantors party thereto, the Lenders, UBS LOAN
FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”) and as a Lender, BANK OF
AMERICA, N.A., as syndication agent (in such capacity, “Syndication Agent”), CAPITAL ONE, NATIONAL
ASSOCIATION (as successor in interest to Hibernia National Bank), as a documentation agent (in such
capacity, a “Documentation Agent”), BNP PARIBAS, as a documentation agent (in such capacity, a
“Documentation Agent”), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing
Bank”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as
collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing
Bank. Capitalized terms used and not defined herein are used with the meanings assigned to such
terms in the Credit Agreement.



          Upon execution and delivery of this Confidential Lender Authorization by the parties hereto as
provided in Section 11.06 of the Credit Agreement, the undersigned hereby becomes, or continues as,
as applicable, a Lender thereunder having the Commitment set forth in Schedule 1 hereto, effective
as of the Amendment No. 1 to ARCA Effective Date. The undersigned, by its signature hereto,
authorizes the Administrative Agent to execute and deliver the Credit Agreement on its behalf.



          THIS CONFIDENTIAL LENDER AUTHORIZATION SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



          This Confidential Lender Authorization may be executed by one or more of the parties hereto on
any number of separate counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. Delivery of an executed signature page hereof by facsimile
transmission shall be effective as delivery of a manually executed counterpart hereof.



P-1









 





          IN WITNESS WHEREOF, the parties hereto have caused this Confidential Lender Authorization to
be duly executed and delivered by their proper and duly authorized
officers as of this ___ day of
April, 2009.



	 	 	 	 	 
	 	[INSERT NAME OF LENDER AND 

REMOVE BRACKETS], as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



P-2









 






	 	 	 	 	 



	 	 	 	 	 
	Accepted and agreed:



UBS AG, STAMFORD BRANCH, as

Administrative Agent

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 	 
	 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



P-3









 






	 	 	 	 	 



Schedule 1




COMMITMENTS AND NOTICE ADDRESS





			
	          1.	 	Name of Lender:

[Notice Address:

Attention:

Telephone:

Facsimile:]1







			
	           2.	 	[Tranche A] [Tranche B] Revolving Loan Commitment:          $







 




			
	1	 	For new Lenders as of the Fourth Amendment and
Restatement Effective Date.






P-4