Amendment No. 3 to Credit Agreement


 Exhibit 10.1 
 AMENDMENT NO. 3 TO CREDIT AGREEMENT 
 This Amendment No. 3 to Credit
Agreement, dated as of April 5, 2012 (this “Amendment”), is entered into by BASIC ENERGY SERVICES, INC., a Delaware corporation (the “Borrower”), the undersigned lenders party to the Credit Agreement
described below, BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), a Swing Line Lender and an L/C Issuer, CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender, an L/C
Issuer, and Co-Syndication Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agent. 
 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 requested to make certain amendments to the Credit
Agreement and 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 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 Required 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 Required 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. 
 (a) Section 7.09 of the Credit Agreement is hereby amended by replacing clause
(a)(ii) thereto in its entirety with the following: 
 (ii) of any Subsidiary to Guarantee the Obligations
or 
 (b) Section 7.12 of the Credit Agreement is hereby amended by replacing such Section in its entirety with the
following: 
 7.12 Capital Expenditures. Make or become legally obligated to make (without duplication)
any Capital Expenditure, except for Capital Expenditures in the 






 
ordinary course of business not exceeding as of the date of any such Capital Expenditure, in the aggregate for the Borrower and its Subsidiaries during each fiscal year, the greater of
(a) 12.5% of Consolidated Tangible Assets of the Borrower as of the end of the fiscal quarter most recently ended for which financial statements of the Borrower are available and (b) $160,000,000; provided that Capital Expenditures
in excess of the foregoing limitation shall be permitted if, as of the date of any such Capital Expenditure (and giving pro forma effect to such Capital Expenditure and any concurrent incurrence of Indebtedness): 

(i) the pro forma Consolidated Leverage Ratio as of the end of the most recent Measurement Period for which financial
statements of the Borrower are available is less than 3.00 to 1.0; 
 (ii) pro forma Liquidity is greater than
$40,000,000; and 
 (iii) no Default exists and such Capital Expenditure could not reasonably be expected to
cause a Default. 
 (c) Section 7.16 of the Credit Agreement is hereby amended by replacing the word “and”
at the end of clause (a) thereto with a comma and by replacing the period at the end of such Section with the following: 
 , or (c) any amendment, modification or change thereto, provided that (i) the terms of such amendment, modification or change satisfy the requirements of the first proviso of
Section 7.02(g) and (ii) such amendment, modification or change could not materially and adversely affect the interests of the Administrative Agent or the Lenders under the Loan Documents. 

(d) 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, certain Lenders
have severally agreed to increase their respective Commitments. Effective on the Revolving Credit Increase Effective Date, the Commitment of each such Lender is increased to the respective Commitment set forth opposite its name on Schedule
1.01 attached hereto under the caption “Commitment”. The Revolving Credit Increase Effective Date will be April 5, 2012. 
 Section 4. 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. 

  
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 Section 5. 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 6. 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 increase in the Commitments under this Amendment and Borrower may use advances from Lenders having increased Commitments for such purpose. 

Section 7. 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
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 following items, 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: 
 (i) a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted
by such Loan Party approving or consenting to this Amendment and the 

  
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increase to the Commitments hereunder, and (y) in the case of the Borrower, certifying that, before and after giving effect to this Amendment and the increase to the Commitments hereunder,
(A) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of Section 2.14 of the Credit Agreement, the representations and
warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of
Section 6.01 of the Credit Agreement, (B) at the time of and after giving effect on a Pro Forma Basis to such increase in the Aggregate Commitments and any borrowings made on the Revolving Credit Increase Effective Date, the
Borrower is in compliance with all covenants set forth in Section 7.11 of the Credit Agreement as of the end of the most recent Measurement Period for which financial statements of the Borrower are available and (C) no Default
exists; and 
 (c) the Administrative Agent shall have received, or shall concurrently receive (i) for the account of each
Lender increasing its Commitment pursuant hereto that has delivered an executed counterpart of this Amendment to the Administrative Agent (or its counsel) by 5:00 p.m. (Central time) on March 27, 2012, an upfront fee in an amount set forth in
the lender presentation dated March 19, 2012, on the amount by which such Lender’s Commitment is increased under this Amendment, 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 8. 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 9.
Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

Section 10. 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 11. 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.] 

  
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 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. 3 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. 3 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. 3 to Credit Agreement 







 
	
	MAVERICK STIMULATION COMPANY, LLC
	MAVERICK COIL TUBING SERVICES, LLC
	MCM HOLDINGS, LLC
	MAVERICK THRU-TUBING, LLC
	THE MAVERICK COMPANIES, LLC
	MAVERICK SOLUTIONS, LLC
	MSM LEASING, LLC


  

			
	By:	 	 /s/ Kenneth Huseman

	Name: Kenneth Huseman
	Title:   Chief Executive Officer


  
  

 
  

  
 Signature
Page to Amendment No. 3 to Credit Agreement 







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

		
	By:	 	 /s/ Michelle D. Diggs

	Name: Michelle D. Diggs
	Title:   Agency Management Officer


  
  

 
  

  
 Signature
Page to Amendment No. 3 to Credit Agreement 







 
			
	BANK OF AMERICA, N.A., as a Lender, L/C
Issuer and Swing Line Lender
		
	By:	 	 /s/ Julie Castano

	Name: Julie Castano
	Title:   Vice President


  
  

 
  

  
 Signature
Page to Amendment No. 3 to Credit Agreement 







 
			
	 CAPITAL ONE, NATIONAL
 ASSOCIATION, as a Lender, L/C Issuer and
 Swing Line Lender

		
	By:	 	 /s/ Don Backer

	Name: Don Backer
	Title:   Senior Vice President


  
  

 
  

  
 Signature
Page to Amendment No. 3 to Credit Agreement 







 
			
	WELLS FARGO BANK, NATIONAL
ASSOCIATION
		
	By:	 	 /s/ Donald W. Herrick, Jr.

	Name: Donald W. Herrick, Jr.
	Title:   Director


  
  

 
  

  
 Signature
Page to Amendment No. 3 to Credit Agreement 







 
			
	AMEGY BANK, N.A.
		
	By:	 	 /s/ Scott Collins

	Name: Scott Collins
	Title:   Senior Vice President


  
  

 
  

  
 Signature
Page to Amendment No. 3 to Credit Agreement 







 
			
	COMERICA BANK
		
	By:	 	 /s/ Gary Culbertson

	Name: Gary Culbertson
	Title:   Vice President


  
  

 
  

  
 Signature
Page to Amendment No. 3 to Credit Agreement 







 
			
	GOLDMAN SACHS BANK USA
		
	By:	 	 /s/ Michelle Latzoni

	Name: Michelle Latzoni
	Title:   Authorized Signatory


  
  

 
  

  
 Signature
Page to Amendment No. 3 to Credit Agreement 







 SCHEDULE 1.01 

COMMITMENTS 

AND APPLICABLE PERCENTAGES 
  

									
	 Lender
	  	Revolving
Credit
Commitment	 	  	Revolving Credit 
Applicable
Percentage	 
	 Bank of America, N.A.
	  	$	57,000,000.00	  	  	 	22.800000000	% 
	 Capital One, National Association
	  	$	44,250,000.00	  	  	 	17.700000000	% 
	 Wells Fargo Bank, National Association
	  	$	57,000,000.00	  	  	 	22.800000000	% 
	 Comerica Bank
	  	$	39,250,000.00	  	  	 	15.700000000	% 
	 Amegy Bank, N.A.
	  	$	25,000,000.00	  	  	 	10.000000000	% 
	 Goldman Sachs Bank USA
	  	$	27,500,000.00	  	  	 	11.000000000	% 
	 TOTAL
	  	$	250,000,000.00	  	  	 	100.000000000	% 

  
  
  

 

  
 Schedule
1.01