Exhibit 10.09


 


FIRST AMENDMENT TO REVOLVING CREDIT,

TERM
LOAN AND SECURITY AGREEMENT


 


THIS FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND
SECURITY AGREEMENT (this "Amendment"), dated as of February 7, 2013, is entered into by and among ENSERVCO
CORPORATION, a Delaware corporation ("Enservco"), DILLCO FLUID SERVICE, INC., a Kansas corporation
("Dillco''), and HEAT WAVES HOT OIL SERVICES LLC, a Colorado limited liability company ("Heat Waves")
(Enservco, Dillco and Heat Waves, each, a "Borrower" and collectively, "Borrowers"), PNC BANK,
NATIONAL ASSOCIATION, as the sole Lender on the date hereof, and PNC BANK, NATIONAL ASSOCIATION, as Agent for the Lenders (in
such capacity, "Agent"), with reference to the following facts:


 


RECITALS


 


A.           The
parties to this Amendment have entered into a Revolving Credit, Term Loan and Security Agreement, dated as of November 2, 2012
(the "Credit Agreement"), pursuant to which the Lenders provide certain credit facilities to Borrowers.


 


B.           The
parties to this Amendment wish to amend the Credit Agreement (i) to add Gulfport Energy Corporation as an Extended Term Customer,
(ii) to permit Borrower to use up to $900,000 of the proceeds from the sale of existing Equipment for the purchase of new Equipment
during the 2013 fiscal year and (iii) to confirm the minimum Tangible Net Worth covenant levels for compliance test dates in 2013
as mutually agreed by Agent and Borrowers, all as set forth below.


 


NOW, THEREFORE, the parties hereby agree as follows:


 


1.           Defined
Terms. Any and all initially capitalized terms used in this Amendment (including, without limitation, in the recitals hereto)
without definition shall have the respective meanings specified for such terms in the Credit Agreement.


 


2.           Addition
of Gulfport Energy Corporation as an Extended Term Customer. Section 1.1 of the Credit Agreement is hereby amended such that
the definition of "Extended Term Customer" shall read in full as follows:


 


"Extended Term
Customer" means Anadarko, Oxy USA, E.Q.T., Exxon Mobil, Antero Resources, Chesapeake, Brigham-Statoil Company or Gulfport
Energy Corporation.


 


3.           Amendment
to Disposition of Collateral Provision. Section 4.3 of the Credit Agreement is hereby amended and restated in its entity to
read as follows:


 




    	 



    	 



    

 


"4.3           Disposition
of Collateral.     Each Borrower will safeguard and protect all Collateral for Agent's general
account and make no disposition thereof whether by sale, lease or otherwise except the disposition or transfer of damaged, obsolete
or worn-out Equipment in the Ordinary Course of Business during any fiscal year having an aggregate fair market value of not more
than $250,000 and only to the extent that (i) the proceeds of any such disposition are used to acquire replacement Equipment which
is subject to Agent's first priority security interest or (ii) the proceeds of which are remitted to Agent to be applied pursuant
to Section 2.21. Notwithstanding the foregoing, during the fiscal year 2013, Borrowers may dispose or transfer damaged, obsolete
or worn-out Equipment in the Ordinary Course of Business so long as (i) the aggregate fair market value of such Equipment does
not exceed $900,000, and (ii) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to
Agent's first priority security interest or the proceeds of which are remitted to Agent to be applied pursuant to Section 2.21."


 


4.           Confirmation
of Minimum Tangible Net Worth Covenant Levels for 2013. Agent and Borrowers hereby confirm they have mutually agreed that the
following shall be the Minimum Tangible Net Worth covenant levels for compliance test dates in 2013 for the purpose of Section
6.5(b) of the Credit Agreement:


 


	Compliance Test Date	 	Minimum Tangible Net Worth	 
	March 31, 2013	 	$	5,073,000	 
	June 30, 2013	 	$	4,522,000	 
	September 30, 2013	 	$	4,244,000	 
	December 31, 2013	 	$	5,114,000	 



 


5.           Amendment
Fee. In consideration of the agreement of PNC, as Agent and sole Lender on the date hereof, to enter into this Amendment and
provide Borrowers the accommodations contemplated hereunder, on the effective date of this Amendment, Borrowers shall pay to Agent,
for the benefit of the sole Lender, a one-time amendment fee in the amount of $5,000 (the "Amendment Fee"). Borrowers
acknowledge and agree that the Amendment Fee shall be non-refundable when due and that Agent may effect payment of the Amendment
Fee when due by charging the full amount thereof to Borrowers' Revolving Advances loan account.


 


6.           Condition
Precedent.         The effectiveness of this Amendment shall be subject to Agent's
receipt of (i) this Amendment, duly executed by Borrowers and by PNC, as Agent and as the sole Lender as of the date hereof, (ii)
the Reaffirmation of Limited Guaranty, duly executed by each Guarantor, and (iii) receipt of the Amendment Fee and reimbursement
of expenses permitted hereunder.


 


7.           Miscellaneous.


 


A.           Survival
of Representations and Warranties. All representations and warranties made in the Credit Agreement or in any Other Document
shall survive the execution and delivery of this Amendment.


 




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B.           References
to the Credit Agreement. The Credit Agreement, each of the Other Documents, and any and all other agreements, documents or
instruments now or hereafter executed and delivered pursuant to the terms hereof, or pursuant to the terms of the Credit Agreement
as amended hereby, are hereby amended so that any reference therein to the Credit Agreement shall mean a reference to the Credit
Agreement as amended by this Amendment.


 


C.           Credit
Agreement Remains in Effect. The Credit Agreement and the Other Documents remain in full force and effect and Borrowers ratify
and confirm their agreements and covenants contained therein. Borrowers hereby confirm that, after giving effect to this Amendment,
no Event of Default or Default has occurred and is continuing.


 


D.           Severability.         Any
provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate
the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.


 


E.           Counterparts.
This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but
all of which when taken together shall constitute one and the same instrument. ·


 


F.           Headings.
The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation
of this Amendment.


 


G.           Expenses
of Agent. Borrowers agree to pay on demand all costs and expenses reasonably incurred by Agent in connection with the preparation,
negotiation and execution of this Amendment, including, without limitation, the costs and fees of Agent's legal counsel.


 


H.           NO
ORAL AGREEMENTS. THIS AMENDMENT, TOGETHER WITH THE OTHER DOCUMENTS AS WRITTEN, REPRESENTS 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.


 


[Remainder of page intentionally left blank; signature pages
follow] 


 




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IN WITNESS WHEREOF, the parties have entered
into this Amendment by their respective duly authorized officers as of the date first above written.


 


	 	BORROWERS:
	 	 
	 	ENSERVCO CORPORATION,
	 	a  Delaware corporation
	 	 
	 	Rick D. Kasch
	 	President
	 	 
	 	DILLCO FLUID SERVICE, INC.,
	 	a Kansas corporation
	 	 
	 	Rick D. Kasch
	 	Treasurer
	 	 
	 	HEAT WAVES HOT OIL SERVICES LLC,
	 	a Colorado limited liability company
	 	 
	 	Rick D. Kasch
	 	Manager


 


First Amendment to Revolving Credit, Term Loan and Security
Agreement


 




    	 



    	 



    

  


	 	AGENT:
	 	 
	 	PNC BANK, NATIONAL ASSOCIATION,
	 	as Agent
	 	 
	 	Mark Tito
	 	Vice President
	 	 
	 	SOLE LENDER:
	 	 
	 	PNC BANK, NATIONAL ASSOCIATION,
	 	 
	 	Mark Tito
	 	Vice President


 


First Amendment to Revolving Credit, Term
Loan and Security Agreement


 




    	 



    	 



    

 


REAFFIRMATION OF LIMITED GUARANTY


 


The undersigned has
executed a Limited Guaranty and Suretyship Agreement (the 'Guaranty") in favor of Agent, for the benefit of the Lenders,
with respect to the Borrowers' Obligations. The undersigned acknowledges the terms of the above Amendment and reaffirms and agrees
that: (i) the Guaranty remains in full force and effect; (ii) nothing in the Guaranty obligates Agent to notify the undersigned
of any changes in the financial accommodations made available to Borrowers or to seek reaffirmations of the Guaranty; and (iii)
no requirement to so notify the undersigned or to seek reaffirmations in the future shall be implied by the execution of this reaffirmation.


 


MICHAEL D. HERMAN, an individual                          


 


Reaffirmation of Limited Guaranty


(in connection with First Amendment to Revolving
Credit Term Loan and Security Agreement)