exv10w1






Exhibit 10.1




AMENDMENT NO. 2 TO CREDIT AGREEMENT AND JOINDER AGREEMENT




     This Amendment No. 2 to Credit Agreement and Joinder Agreement, dated as of July 15, 2011
(this “Amendment”), is entered into by BASIC ENERGY SERVICES, INC., a Delaware corporation
(the “Borrower”), the lenders party to the Credit Agreement described below, and BANK OF
AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), a
Swing Line Lender and an L/C Issuer.



INTRODUCTION




     Reference is made to the Credit Agreement dated as of February 15, 2011 (as modified from time
to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party
thereto (collectively, the “Lenders” and individually, a “Lender”), and the
Administrative Agent.



     Pursuant to Section 2.14 of the Credit Agreement, the Borrower has the right to
request, subject to the terms and conditions thereof, an increase in the Aggregate Commitments.



     The Borrower has given notice to the Administrative Agent pursuant to Section 2.14 of
the Credit Agreement of its request to increase the Aggregate Commitments and its intention to add
a new Lender to the Credit Agreement, and certain of the Lenders have severally agreed to increase
their respective Commitments on the terms and conditions set forth herein.



     In connection with the foregoing, the Lenders and the Administrative Agent have agreed, on the
terms and conditions set forth herein, to make certain amendments to the Credit Agreement.



     THEREFORE, in connection with the foregoing and for other good and valuable consideration, the
Borrower, the Lenders, and the Administrative Agent hereby agree as follows:



     Section 1. Definitions; References. Unless otherwise defined in this Amendment, each
term used in this Amendment that is defined in the Credit Agreement has the meaning assigned to
such term in the Credit Agreement.



     Section 2. Amendment of Credit Agreement. The Credit Agreement is hereby amended by
replacing Schedule 1.01 in its entirety with Schedule 1.01 attached hereto.



     Section 3. Increase of Commitments. Pursuant to Section 2.14 of the Credit
Agreement:



     (a) The Commitment of Bank of America, N.A., is hereby increased from $40,000,000 to
$50,000,000;



     (b) The Commitment of Wells Fargo Bank, National Association, is hereby increased from
$40,000,000 to $50,000,000;



     (c) The Commitment of Comerica Bank is hereby increased from $25,000,000 to $35,000,000.



 









 





     (d) The Commitment of Amegy Bank, N.A., is hereby increased from $20,000,000 to $25,000,000.



     Section 4. Addition of New Lender. Goldman Sachs Bank USA is hereby added to the
Credit Agreement as a Lender in accordance with Section 2.14(c) thereof, with a Commitment
as provided on Schedule 1.01 attached hereto, and such Lender agrees to be bound by all of
the terms and provisions of the Credit Agreement binding on each Lender.



     Section 5. Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other Lender and based on
the financial statements referred to in Section 6.01 of the Credit Agreement and such other
documents and information as it has deemed appropriate, made its own credit analysis and decision
to enter into this Amendment and to agree to the various matters set forth herein. Each Lender
also acknowledges that it will, independently and without reliance upon the Administrative 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.



     Section 6. Representations and Warranties. The Borrower represents and warrants that
(a) the execution, delivery, and performance of this Amendment by each Loan Party are within the
corporate or equivalent power and authority of such Loan Party and have been duly authorized by all
necessary corporate or other organizational action, (b) this Amendment, and the Credit Agreement as
amended hereby, constitute legal, valid, and binding obligations of each Loan Party, enforceable
against each Loan Party in accordance with their terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws of
general applicability affecting the enforcement of creditors’ rights and the application of general
principles of equity (regardless of whether such enforceability is considered in a proceeding in
equity or law); (c) the representations and warranties of the Borrower and each other Loan Party
contained in each Loan Document are true and correct as of the date of this Amendment, except to
the extent that such representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct as of such earlier date; (d) no Default or Event of Default
exists under the Loan Documents; and (e) the Liens under the Security Documents are valid and
subsisting.



     Section 7. Effect on Credit Documents. (a) Except as amended herein, the Credit
Agreement and all other Loan Documents remain in full force and effect as originally executed.
Nothing herein shall act as a waiver of any of the Administrative Agent’s or any Lender’s rights
under the Loan Documents as amended, including the waiver of any default or event of default,
however denominated. The Borrower acknowledges and agrees that this Amendment shall in no manner
impair or affect the validity or enforceability of the Credit Agreement. This Amendment is a Loan
Document for the purposes of the provisions of the other Loan Documents. Without limiting the
foregoing, any breach of representations, warranties, and covenants under this Amendment may be a
default or event of default under the other Loan Documents.



     (b) The Borrower shall prepay any Revolving Credit Loans outstanding on the Revolving Credit
Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05
of the Credit Agreement) to the extent necessary to keep the outstanding Revolving Credit Loans
ratable with any revised Applicable Percentages arising from any nonratable



-2-









 




increase in the Commitments under this Amendment and Borrower may use advances from Lenders
having new or increased Commitments for such purpose.




     Section 8. Effectiveness. This Amendment shall become effective, and the Credit
Agreement shall be amended as provided for herein, upon the satisfaction of the following
conditions:



     (a) the Administrative Agent (or its counsel) shall have received (i) counterparts hereof duly
executed and delivered by a duly authorized officer of the Borrower, each Guarantor, and by the
Lenders whose consent is required to effect the amendments contemplated hereby;



     (b) the Administrative Agent (or its counsel) shall have received each of the items listed on
the Closing Documents List attached hereto as Annex I, each in form and substance
reasonably acceptable to the Administrative Agent and, where applicable, duly executed and
delivered by a duly authorized officer of each applicable Loan Party; and



     (c) the Administrative Agent shall have received, or shall concurrently receive (i) for the
account of each Lender joining the Credit Agreement hereby or increasing its Commitment pursuant
hereto that has delivered an executed counterpart of this Amendment to the Administrative Agent (or
its counsel) by 2:00 p.m. (Central time) on July 15, 2011, an upfront fee equal to 50 basis points
on the amount of such Lender’s new Commitment or the amount by which such Lender’s Commitment is
increased under this Amendment, as applicable, and (ii) for the account of the applicable Person,
payment of all other fees that have been invoiced and are payable in connection with this
Amendment.



     Section 9. Reaffirmation of Guaranty. By its signature hereto, each Guarantor
represents and warrants that such Guarantor has no defense to the enforcement of the Guaranty, and
that according to its terms the Guaranty will continue in full force and effect to guaranty the
Borrower’s obligations under the Credit Agreement and the other amounts described in the Guaranty
following the execution of this Amendment.



     Section 10. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



     Section 11. Miscellaneous. The miscellaneous provisions set forth in Article
X of the Credit Agreement apply to this Amendment. This Amendment may be signed in any number
of counterparts, each of which shall be an original, and may be executed and delivered by
telecopier or other electronic imaging means.



     Section 12. ENTIRE AGREEMENT. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT
THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES.



[Signature pages follows.]




-3-









 





     EXECUTED as of the first date above written.



	 	 	 	 	 
	 	BASIC ENERGY SERVICES, INC.

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Kenneth V. Huseman 	 
	 	 	President and Chief Executive Officer 	 
	 



Signature Page to Amendment No. 2 to Credit Agreement





 









 





	 	 	 	 	 
	 	BASIC ENERGY SERVICES GP, LLC

ACID SERVICES, LLC

ADMIRAL WELL SERVICE, INC.

BASIC MARINE SERVICES, INC.

CHAPARRAL SERVICE, INC.

JETSTAR ENERGY SERVICES, INC.

JETSTAR HOLDINGS, INC.

JS ACQUISITION LLC

PERMIAN PLAZA, LLC

PLATINUM PRESSURE SERVICES, INC.

SLEDGE DRILLING CORP.

WILDHORSE SERVICES, INC.

XTERRA FISHING & RENTAL TOOLS CO.

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Kenneth V. Huseman 	 
	 	 	President and Chief Executive Officer 	 
	 
	 	BASIC ENERGY SERVICES LP, LLC, as a Guarantor

 
	 
	 	By:  	/s/ Jerry Tufly
 	 
	 	 	Jerry Tufly 	 
	 	 	Sole Manager 	 
	 



Signature Page to Amendment No. 2 to Credit Agreement





 









 





	 	 	 	 	 
	 	BASIC ENERGY SERVICES, L.P.
 	 



	 	 	 	 	 

	 

	 	By:
	 	BASIC ENERGY SERVICES GP,
 LLC, its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	BASIC ENERGY SERVICES,
 INC., its Sole
Member






	 	 	 	 	 
	 	 	 
	 	By:  	                                                  /s/ Kenneth V. Huseman
 	 
	 	 	Kenneth V. Huseman 	 
	 	 	President 	 
	 
	 	BASIC ESA, INC.

FIRST ENERGY SERVICES COMPANY

GLOBE WELL SERVICE, INC.

HENNESSEY RENTAL TOOLS, INC.

LEBUS OIL FIELD SERVICE CO.

OILWELL FRACTURING SERVICES, INC.

SCH DISPOSAL, L.L.C.

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Kenneth V. Huseman 	 
	 	 	President 	 
	 
	 	TAYLOR INDUSTRIES, LLC

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Kenneth V. Huseman 	 
	 	 	Chief Executive Officer 	 
	 



Signature Page to Amendment No. 2 to Credit Agreement





 









 





	 	 	 	 	 	 	 

	 	 	BANK OF AMERICA, N.A., as 
Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Michelle D. Diggs
 

Michelle D. Diggs
	 	 
	 

	 	Title:
	 	Agency Management Officer	 	 






Signature Page to Amendment No. 2 to Credit Agreement




 









 





	 	 	 	 	 	 	 

	 	 	BANK OF AMERICA, N.A., as a Lender, L/C
  Issuer
and Swing Line Lender	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ David A. Batson
 

David A. Batson
	 	 
	 

	 	Title:
	 	SVP	 	 






Signature Page to Amendment No. 2 to Credit Agreement




 









 





	 	 	 	 	 	 	 

	 	 	CAPITAL ONE, NATIONAL

 ASSOCIATION, as a Lender,
L/C Issuer and

 Swing Line Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bobby Hamilton
 

	 	 
	 

	 	Name:
	 	Bobby Hamilton	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to Amendment No. 2 to Credit Agreement







 









 








	 	 	 	 	 	 	 

	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Donald W. Herrick Jr.
 

Donald W. Herrick Jr.
	 	 
	 

	 	Title:
	 	Director	 	 






Signature Page to Amendment No. 2 to Credit Agreement




 









 





	 	 	 	 	 	 	 

	 	 	AMEGY BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Scott Collins
 

Scott Collins
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to Amendment No. 2 to Credit Agreement




 









 





	 	 	 	 	 	 	 

	 	 	COMERICA BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Gary Culbertson
 

Gary Culbertson
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to Amendment No. 2 to Credit Agreement




 









 





	 	 	 	 	 	 	 

	 	 	GOLDMAN SACHS BANK USA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mark Walton
 

	 	 
	 

	 	Name:
	 	Mark Walton	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






Signature Page to Amendment No. 2 to Credit Agreement




 









 





SCHEDULE 1.01




COMMITMENTS

AND APPLICABLE PERCENTAGES




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Revolving Credit
	 	 	Revolving Credit	 	Applicable
	Lender	 	Commitment	 	Percentage
	Bank of America, N.A.
	 	$	50,000,000	 	 	22.222222222	%
	Capital One, National Association
	 	$	40,000,000	 	 	17.777777778	%
	Wells Fargo Bank, National Association
	 	$	50,000,000	 	 	22.222222222	%
	Comerica Bank
	 	$	35,000,000	 	 	15.555555556	%
	Amegy Bank, N.A.
	 	$	25,000,000	 	 	11.111111111	%
	Goldman Sachs Bank USA
	 	$	25,000,000	 	 	11.111111111	%
	 	 	 	 	 	 
	TOTAL
	 	$	225,000,000	 	 	100.000000000	%
	 	 	 	 	 	 






Schedule 1.01




 









 





ANNEX 1




[See attached.]




Annex 1