exv4w8






Exhibit 4.8




FIFTH SUPPLEMENTAL INDENTURE




Dated as of July 23, 2009



to



INDENTURE



Dated as of April 12, 2006



among



BASIC ENERGY SERVICES, INC.



as Issuer,



The GUARANTORS named therein



and



THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.



as Trustee



 





7.125% Senior Notes due 2016, Series A

7.125% Senior Notes due 2016, Series B



 









 





FIFTH SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 23, 2009,
among Basic Energy Services, Inc. (or its successor), a Delaware corporation (the
“Issuer”), Permian Plaza, LLC, a Texas limited liability company (“Permian Plaza”
or the “New Guarantor”), an indirect subsidiary of the Issuer, the Guarantors (the
“Existing Guarantors”) under the Indenture referred to below, and The Bank of New York
Mellon Trust Company, N.A., formerly The Bank of New York Trust Company, N.A., as trustee under the
Indenture referred to below (the “Trustee”).



W I T N E S S E T H :




     WHEREAS the Issuer and the Existing Guarantors have heretofore executed and delivered to the
Trustee an Indenture (as such may be amended from time to time, the “Indenture”), dated as
of April 12, 2006, providing for the issuance of certain 7.125% Senior Notes due 2016 (the
“Notes”) by the Issuer;



     WHEREAS under certain circumstances the Issuer is required to cause the New Guarantor to
execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor
shall unconditionally guarantee all of the Issuer’s obligations under the Notes pursuant to a Note
Guarantee on the terms and conditions set forth herein; and



     WHEREAS pursuant to Section 8.01 of the Indenture, the Trustee, the Issuer and the Existing
Guarantors are authorized to execute and deliver this Supplemental Indenture;



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Issuer, the
Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit
of the Holders as follows:



     1. Definitions. (a) Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.



     (b) For all purposes of this Supplemental Indenture, except as otherwise herein expressly
provided or unless the context otherwise requires: (i) the terms and expressions used herein shall
have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the
words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.



     2. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally
with all other Existing Guarantors, to guarantee the Issuer’s obligations under the Notes on the
terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all
other applicable provisions of the Indenture. From and



 









 




after the date hereof, the New Guarantor shall be a Guarantor for all purposes under the
Indenture and the Notes.




     3. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as
expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or
hereafter authenticated and delivered shall be bound hereby.



     4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



     5. Trustee Makes No Representation. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for
or in respect of the recitals contained herein, all of which are made solely by the Issuer.



     6. Multiple Counterparts. The parties may sign multiple counterparts of this
Supplemental Indenture. Each signed counterpart shall be deemed an original, but all of them
together represent one and the same agreement.



     7. Headings. The headings of this Supplemental Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof, and shall in no way modify
or restrict any of the terms or provisions hereof.



[Signatures on following pages]




2









 





     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date and year first above written.



	 	 	 	 	 	 	 
	 	 	BASIC ENERGY SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth V. Huseman	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Kenneth V. Huseman	 	 
	 	 	Title: President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	NEW GUARANTOR:	 	 
	 
	 	 	 	 	 	 
	 	 	PERMIAN PLAZA, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth V. Huseman	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Kenneth V. Huseman	 	 
	 	 	Title: President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	EXISTING GUARANTORS:	 	 
	 
	 	 	 	 	 	 
	 	 	BASIC ENERGY SERVICES GP, LLC	 	 
	 	 	 	By: 	 BASIC ENERGY SERVICES, 
INC., its sole Member	 	 
	 	 	BASIC ENERGY SERVICES, L.P.	 	 
	 	 	 	By: 	BASIC ENERGY SERVICES GP,
 LLC, its General Partner	 	 
	 	 	 	By: 	BASIC ENERGY SERVICES,
 INC., its sole Member	 	 
	 	 	BASIC ESA, INC.	 	 
	 	 	BASIC MARINE SERVICES, INC.	 	 
	 	 	FIRST ENERGY SERVICES COMPANY	 	 
	 	 	LEBUS OIL FIELD SERVICE CO.	 	 
	 	 	OILWELL FRACTURING SERVICES, INC.	 	 
	 	 	GLOBE WELL SERVICE, INC.	 	 
	 	 	SCH DISPOSAL, L.L.C.	 	 
	 	 	JS ACQUISITION LLC	 	 
	 	 	ACID SERVICES, LLC	 	 
	 	 	JETSTAR ENERGY SERVICES, INC.	 	 
	 	 	JETSTAR HOLDINGS, INC.	 	 
	 	 	SLEDGE DRILLING CORP.	 	 
	 	 	CHAPARRAL SERVICE, INC.	 	 
	 	 	HENNESSEY RENTAL TOOLS, INC.	 	 
	 	 	WILDHORSE SERVICES, INC.	 	 
	 	 	XTERRA FISHING AND RENTAL TOOLS CO.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth V. Huseman	 	 
	 

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

	 	By:
	 	/s/ Jerry Tufly	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jerry Tufly	 	 
	 	 	Title: President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rafael Martinez	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Rafael Martinez	 	 
	 	 	Title: Assistant Treasurer