exv4w3





Exhibit
4.3

SECURITY AGREEMENT 




Dated as of

July 31, 2009




made by and between




Basic Energy Services, Inc.




and




Each of the other Grantors (as defined herein)




in favor of




The Bank of New York Mellon Trust Company, N.A., as Trustee




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I Definitions
	 	 	1	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Other Definitional Provisions
	 	 	7	 
	Section 1.03 Rules of Interpretation
	 	 	7	 
	ARTICLE II Grant of Security Interest
	 	 	7	 
	Section 2.01 Grant of Security Interest
	 	 	7	 
	Section 2.02 Grantors Remain Liable under Accounts, Chattel Paper and Payment
Intangibles
	 	 	8	 
	ARTICLE III Representations and Warranties
	 	 	9	 
	Section 3.01 Title; No Other Liens
	 	 	9	 
	Section 3.02 Perfected First Priority Liens
	 	 	9	 
	Section 3.03 Grantor Information
	 	 	9	 
	Section 3.04 Solvency
	 	 	9	 
	Section 3.05 Equipment
	 	 	10	 
	Section 3.06 Goods
	 	 	10	 
	Section 3.07 Instruments and Chattel Paper
	 	 	10	 
	Section 3.08 Intellectual Property
	 	 	10	 
	Section 3.09 Commercial Tort Claims
	 	 	10	 
	Section 3.10 Aircraft
	 	 	11	 
	Section 3.11 No Investment Property
	 	 	11	 
	ARTICLE IV Covenants
	 	 	11	 
	Section 4.01 Covenants in Indenture
	 	 	11	 
	Section 4.02 Maintenance of Perfected Security Interest; Further Documentation
	 	 	11	 
	Section 4.03 Changes in Locations, Name, Etc
	 	 	12	 
	Section 4.04 Commercial Tort Claims
	 	 	12	 
	Section 4.05 Notices
	 	 	12	 
	Section 4.06 Aircraft
	 	 	12	 
	ARTICLE V Remedial Provisions
	 	 	13	 
	Section 5.01 Code and Other Remedies
	 	 	13	 
	Section 5.02 Waiver; Deficiency
	 	 	14	 
	Section 5.03 Non-Judicial Enforcement
	 	 	14	 
	ARTICLE VI The Trustee
	 	 	14	 
	Section 6.01 Trustee’s Appointment as Attorney-in-Fact, Etc
	 	 	14	 
	Section 6.02 Duty of Trustee
	 	 	16	 
	Section 6.03 Filing of Financing Statements
	 	 	17	 
	Section 6.04 Authority of Trustee
	 	 	17	 
	Section 6.05 Limitation on Duty of Trustee in Respect of Collateral
	 	 	17	 
	Section 6.06 Asset Based Lending Credit Facility
	 	 	18	 
	Section 6.07 Incorporation by Reference; Indemnity and Expenses
	 	 	18	 
	ARTICLE VII Miscellaneous
	 	 	19	 
	Section 7.01 Waiver
	 	 	19	 
	Section 7.02 Notices
	 	 	19	 
	Section 7.03 Payment of Expenses, Indemnities, Etc
	 	 	19	 






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	 	 	Page	 
	Section 7.04 Amendments in Writing
	 	 	20	 
	Section 7.05 Successors and Assigns
	 	 	20	 
	Section 7.06 Survival; Revival; Reinstatement
	 	 	20	 
	Section 7.07 Counterparts; Integration; Effectiveness
	 	 	20	 
	Section 7.08 Severability
	 	 	21	 
	Section 7.09 Governing Law
	 	 	21	 
	Section 7.10 Headings
	 	 	21	 
	Section 7.11 Acknowledgments
	 	 	21	 
	Section 7.12 Domestic Restricted Subsidiaries
	 	 	22	 
	Section 7.13 Asset Sale Proceeds Account
	 	 	22	 
	Section 7.14 Releases, Substitution, etc
	 	 	23	 
	Section 7.15 Acceptance
	 	 	24	 
	Section 7.16 Resignation or Removal of Trustee
	 	 	24	 






EXHIBIT A
– Form of Irrevocable De-Registration and Export Request Authorization




	 	 	 
	SCHEDULES:

	1.01

	 	Maritime Assets
	3.01

	 	Financing Statements
	3.02

	 	Filings and Other Actions Required to Perfect Security Interests
	3.03

	 	Location of Jurisdiction of Organization and Chief Executive Office
	3.05

	 	Location of Equipment
	3.08

	 	Intellectual Property
	7.02

	 	Notice Address of each Grantor







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     This SECURITY AGREEMENT dated as of July 31, 2009 is entered into by and between Basic
Energy Services, Inc., a Delaware corporation (the “Company”), each of the Guarantors party
hereto and each other Guarantor that becomes a party hereto after the date hereof (the Company and
each such Guarantor party hereto, the “Grantors”), in favor of The Bank of New York Mellon
Trust Company, N.A., a national banking association, as trustee under the Indenture (in such
capacity, together with its successors and assigns, the “Trustee”).



R E C I T A L S




     A. The Company intends to issue US$225,000,000 in principal amount of its 11.625% Senior
Secured Notes due 2014 pursuant to the Indenture dated as of July 31, 2009 (as amended,
supplemented or otherwise modified, the “Indenture”), by and among the Company, the
Guarantors and the Trustee.



     B. The Indenture requires the Company and the Grantors to secure payment of the Notes and the
Note Guarantees by Liens on the Collateral (as herein defined).




     C.  The Indenture further
requires that such Liens on the Collateral be granted pursuant to the Security Documents to the
Trustee acting for the benefit of the Holders. This Agreement sets forth the terms on which the
Trustee has undertaken to accept, hold and enforce such Liens and all related rights, interests and
powers as agent for, and for the benefit exclusively of, the present and future Holders.





     D. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein the
receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:



ARTICLE I

Definitions




          Section 1.01 Definitions.




               (a) Unless otherwise defined herein, terms defined in the Indenture and used herein have the
meanings given to them in the Indenture, and all uncapitalized terms which are defined in the UCC
on the date hereof are used herein as so defined. The following terms are used herein as defined
in the UCC on the date hereof: Accounts, Chattel Paper, Commercial Tort Claims, Deposit Account,
Documents, Electronic Chattel Paper, Equipment, Financial Assets, General Intangibles, Instruments,
Inventory, Investment Property, Letter-of-Credit Rights, Payment Intangibles, Proceeds, Securities,
Securities Accounts, Security Entitlements, Supporting Obligations, and Tangible Chattel Paper.



               (b) The following terms have the following meanings:



     “Agreement” means this Security Agreement, as the same may be amended, supplemented or
otherwise modified from time to time.



 









 





     “Aircraft” means one (1) Raytheon Aircraft Company model B300 aircraft with FAA
Registration Number N350AB and manufacturer’s serial number FL-212 together with all Equipment of
whatever nature that may from time to time be installed or incorporated or attached or appurtenant
to such aircraft or removed therefrom, and including all substitutions for and replacements of any
such Equipment, and all manuals, log books, inspection, modification and overhaul records and other
service, repair, maintenance and technical records that are required by the FAA to be transferred
with respect to such aircraft, and in each case in whatever form and by whatever means or medium
(including microfiche, microfilm, paper, CD-ROM or computer disk) such materials may be maintained
or retired by or on behalf of the Owner.



     “Aircraft Collateral” has the meaning assigned such term in Section 2.01(b).



     “Aircraft Protocol” means the official English language text of the Protocol of the
Convention on International Interests in Mobile Equipment on matters specific to Aircraft equipment
adopted on November 16, 2001.



     “Bankruptcy Code” means Title 11, United States Code, as amended from time to time.



     “Cape Town Convention” means, collectively, the Aircraft Protocol and the Convention,
in each case, as ratified and in effect in any applicable jurisdiction (including any modifications
to the official English language text as a result of such ratification).



     “Collateral” has the meaning assigned such term in Section 2.01(a).



     “Contracts” means, collectively, with respect to each Grantor, all sale, service,
performance, equipment or property lease contracts, agreements and grants and all other contracts,
agreements and grants (in each case, whether written or oral, or third party or intercompany),
between such Grantor and third parties, and all assignments, amendments, restatements, supplements,
extensions, renewals, replacements or modifications thereto.



     “Convention” means the official English language text of the Convention on
International Interests in Mobile Equipment, adopted on November 16, 2001.



     “Copyrights” means the collective reference to (a) all copyrights arising under the
laws of the United States, any other country or any political subdivision thereof, whether
registered or unregistered and whether published or unpublished (including those listed in Schedule
3.08), all registrations and recordings thereof, and all applications in connection therewith,
including all registrations, recordings and applications in the United States Copyright Office and
(b) the right to obtain all renewals thereof.



     “Copyright Licenses” means any written agreement naming any Grantor as licensor or
licensee, granting any right under any Copyright, including the grant of rights to manufacture,
distribute, exploit and sell materials derived from any Copyright.



     “Engines” means two Pratt & Whitney Canada model PT6A-60A turboprop aircraft engines
with the manufacturer’s serial numbers of PCE-PK0149 and PCE-PK0153, each of which has at least 550
rated take-off shaft horsepower, whether or not any such engine shall be installed in or attached
to the airframe of the Aircraft or any other airframe, together with all



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Equipment of whatever nature that may from time to time be installed or incorporated or
attached or appurtenant to such engines or removed therefrom, and including all substitutions for
and replacements of any such Equipment, and all manuals, log books, inspection, modification and
overhaul records and other service, repair, maintenance and technical records that are required by
the FAA to be transferred with respect to such engines, and in each case in whatever form and by
whatever means or medium (including microfiche, microfilm, paper, CD-ROM or computer disk) such
materials may be maintained or retired by or on behalf of the Owner.



     “Excluded Property” means the following, whether now owned or at any time hereafter
acquired by any Grantor or in which such Grantor now has or at any time in the future may acquire
any right, title or interest and whether now existing or hereafter coming into existence: (i)
Maritime Assets; (ii) cash and cash equivalents (as such terms are defined by GAAP) other than
those maintained in an Asset Sale Proceeds Account; (iii) Securities Accounts containing only cash
and cash equivalents (as such terms are defined by GAAP) other than any Asset Sale Proceeds Account
and Security Entitlements relating to any such Securities Account; (iv) Equity Interests in any
Subsidiary of such Grantor; (v) Inventory; (vi) trucks, trailers and other motor vehicles covered
by a certificate of title law of any state; (vii) property and/or transactions to which Article 9
of the UCC does not apply pursuant to Section 9-109 thereof; (viii) computer software and Equipment
acquired prior to the date hereof and subject to a Lien securing Purchase Money Indebtedness as of
the date hereof if (but only to the extent that) the applicable documentation relating to such Lien
prohibits the granting of a Lien on such Equipment; (ix) Equipment leased by any Grantor, other
than pursuant to a Capitalized Lease, if (but only to the extent that) the applicable documentation
relating to such Lien prohibits the granting of a Lien on such Equipment; (x) any General
Intangibles, Governmental Approvals or other rights arising under any contracts, instruments,
permits, licenses or other documents if (but only to the extent that) the grant of a security
interest therein would constitute a breach of a valid and enforceable restriction on the granting
of a security interest therein or assignment thereof in favor of a third party (other than, in the
case of clauses (viii), (ix) and (x), (A) to the extent that any such restriction or prohibition
would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any
successor provision or provisions) or any other applicable law (including the Bankruptcy Code) or
principles of equity or (B) to the extent that the other party has consented to the granting of a
security interest therein or assignment thereof pursuant to the terms hereof or pursuant to a grant
or assignment for security purposes generally); and (xi) Accounts, Chattel Paper, Instruments and
Payment Intangibles to the extent they are not Proceeds, Supporting Obligations or products of the
Collateral.



     “FAA” means the Federal Aviation Administration of the United States and any successor
thereto.



     “Federal Aviation Act” means the Transportation Act, 49 U.S.C. §§ 40101 et seq., as
amended, together with the Federal Aviation Regulations of the FAA, as the same may be in effect
from time to time.



     “Governmental Authority” means the Government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising



3









 







executive, legislative, judicial, taxing, regulatory or administrative powers or functions of
or pertaining to government.



     “IDERA” means an Irrevocable De-Registration and Export Request Authorization in the
form of Exhibit A hereto.



     “Intellectual Property” means the collective reference to all rights, priorities and
privileges relating to intellectual property, whether arising under United States, multinational or
foreign laws or otherwise, including the Copyrights, the Copyright Licenses, the Patents, the
Patent Licenses, the Trademarks and the Trademark Licenses, and all rights to sue at law or in
equity for any infringement or other impairment thereof, including the right to receive all
proceeds and damages therefrom.



     “International Registry” means the “International Registry” as defined in the Cape
Town Convention.



     “Maritime Assets” means all ships and other vessels (including, without limitation,
the inland barge drilling rigs described on Schedule 1.01) together with their boilers, engines,
machinery, masts, spars, sails, riggings, boats, anchors, cables, chains, tackle, tools, pumps and
pumping equipment, apparel, furniture, fittings, spare parts, capstans, outfit, and all other
appurtenances thereunto appertaining or belonging, whether or not on board such ships or vessels,
and all additions, improvements, renewals and replacements hereafter made in or to such ships or
vessels or any part thereof, or in or to any said appurtenances.



     “Material Adverse Effect” means a material adverse effect on, or any development
involving a prospective material adverse change in, (a) the business, condition (financial or
otherwise), results of operations, performance, or properties of the Company and its Subsidiaries,
taken as a whole, (b) the ability of the Company or any Grantor to perform any of its obligations
under this Agreement, the validity or enforceability of this Agreement or the Lien on any item of
Collateral created hereunder or (d) the rights and remedies of or benefits available to the Trustee
or any Holder hereunder.



     “Note Documents” means the Indenture, the Notes, the Note Guarantees and the Security
Documents.



     “Obligations” means the collective reference to the payment and performance when due
of all Note Obligations, indebtedness, liabilities, obligations and undertakings of the Company and
the Guarantors (including, without limitation, all Indebtedness) of every kind or description
arising out of or outstanding under, advanced or issued pursuant, or evidenced by, the Note
Documents, including, without limitation, the unpaid principal of, premiums, if any, and interest
on the Notes and all other obligations and liabilities of the Company and the Guarantors
(including, without limitation, interest accruing at the then applicable rate provided in the
Indenture after the maturity of the Notes and interest accruing after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to
the Company and the Guarantors, whether or not a claim for post-filing or post-petition interest is
allowed in such proceeding) to the Holders, whether direct or indirect, absolute or contingent, due
or to become due, or now existing or hereafter incurred, arising out of or



4









 







outstanding under, advanced or issued pursuant, or evidenced by, the Note Documents, whether
on account of principal, interest, premium, reimbursement obligations, payments in respect of an
early termination date, fees, indemnities, costs, expenses or otherwise (including, without
limitation, all costs, indemnities, fees and disbursements to the Trustee and its counsel and the
Holders that are required to be paid by the Company and the Guarantors pursuant to Section 7.07 of
the Indenture or the terms of any other Note Document).



     “Owner” means Basic ESA, Inc., a Texas corporation, the registered owner of the
Aircraft, and its successors and assigns.



     “Patent License” means all agreements, whether written or oral, providing for the
grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole
or in part by a Patent, including, without limitation, any thereof referred to in Schedule 3.08.



     “Patents” means the collective reference to (a) all letters patent of the United
States, any other country or any political subdivision thereof, all reissues and extensions thereof
and all goodwill associated therewith, including any of the foregoing referred to in Schedule 3.08,
(b) all applications for letters patent of the United States or any other country and all
divisions, continuations and continuations-in-part thereof, including any of the foregoing referred
to in Schedule 3.08 and (c) all rights to obtain any reissues or extensions of the foregoing.



     “Propellers” means two Hartzell model HC-B4MP-3C propellers with the manufacturer’s
serial numbers of FWA-2543 and FWA-2590, each of which is capable of absorbing 750 or more rated
takeoff shaft horsepower, whether or not any such propellers shall be installed in or attached to
the airframe of the Aircraft or any other airframe, together with all Equipment of whatever nature
that may from time to time be installed or incorporated or attached or appurtenant to such
propellers or removed therefrom, and including all substitutions for and replacements of any such
Equipment, and all manuals, log books, inspection, modification and overhaul records and other
service, repair, maintenance and technical records that are required by the FAA to be transferred
with respect to such propellers, and in each case in whatever form and by whatever means or medium
(including microfiche, microfilm, paper, CD-ROM or computer disk) such materials may be maintained
or retired by or on behalf of the Owner.



     “Qualified Securities Intermediary” means a bank or trust company (a) that is
organized under the laws of the United States of America, any state thereof, and which bank or
trust company has capital, surplus and undivided profits aggregating in excess of $250.0 million
(or the foreign currency equivalent thereof) and has outstanding debt which is rated “A” (or such
similar equivalent rating) or higher by at least one nationally recognized statistical rating
organization (as defined in Rule 436 under the Securities Act), and (b) that is acting in the
capacity of a securities intermediary (as such term is defined in Section 8-102 of the UCC).



     “Receivable” means any right to payment for Inventory sold, Equipment rented or
services rendered, in each case, in the ordinary course of business, whether or not such right is
evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance.



5









 





     “Security Documents” means this Agreement and any and all other agreements,
instruments or certificates now or hereafter executed and delivered by the Grantors or any other
Person in connection with, or as security for the payment or performance of the Notes.



     “Taxes” means (a) all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Governmental Authority, including
any interest, additions to tax or penalties applicable thereto, and (b) all present or future stamp
or documentary taxes or any other excise or property taxes, charges or similar levies arising from
any payment made hereunder or under any other Note Document or from the execution, delivery or
enforcement of, or otherwise with respect to, this Agreement or any other Note Document.



     “Temporary Cash Investments” means any of the following: (a) any investment in direct
obligations of, or obligations guaranteed by, the United States of America or any agency thereof;
(b) investments in time deposit accounts, certificates of deposit and money market deposits
maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which
is organized under the laws of the United States of America, any state thereof and which bank or
trust company has capital, surplus and undivided profits aggregating in excess of $250,000,000 (or
the foreign currency equivalent thereof) and has outstanding debt which is rated “A” (or such
similar equivalent rating) or higher by at least one nationally recognized statistical rating
organization (as defined in Rule 436 under the Securities Act) or any money-market fund sponsored
by a registered broker dealer or mutual fund distributor; (c) repurchase obligations with a term of
not more than 30 days for underlying securities of the types described in clause (a) above entered
into with a bank meeting the qualifications described in clause (b) above; (d) investments in
commercial paper, maturing not more than 90 days after the date of acquisition, issued by a
corporation (other than the Company or an Affiliate of the Company) organized and in existence
under the laws of the United States of America with a rating at the time as of which any investment
therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P;
and (e) investments in securities with maturities of six months or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States
of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by
S&P or “A2” by Moody’s.



     “Trademark License” means any agreement, whether written or oral, providing for the
grant by or to any Grantor of any right to use any Trademark.



     “Trademarks” means (a) all trademarks, trade names, corporate names, company names,
business names, fictitious business names, trade styles, service marks, logos and other source or
business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or
acquired, all registrations and recordings thereof, and all applications in connection therewith,
whether in the United States Patent and Trademark Office or in any similar office or agency of the
United States, any State thereof or any other country or any political subdivision thereof, or
otherwise, and all common-law rights related thereto, including any of the foregoing referred to in
Schedule 3.08 and (b) the right to obtain all renewals thereof.



     “UCC” means the Uniform Commercial Code as from time to time in effect in the State of
New York; provided, however, that, in the event that, by reason of mandatory provisions of



6









 







law, any of the attachment, perfection or priority of the Trustee’s and the Holders’ security
interest in any Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than the State of New York, the term “UCC” means the Uniform Commercial Code as
in effect in such other jurisdiction for purposes of the provisions hereof relating to such
attachment, perfection, the effect thereof or priority and for purposes of definitions related to
such provisions.



          Section 1.02 Other Definitional Provisions. Where the context requires, terms relating to
the Collateral or any part thereof, when used in relation to a Grantor, refer to such Grantor’s
Collateral or relevant part thereof.




          Section 1.03 Rules of Interpretation. Section 1.03 of the Indenture is hereby incorporated
herein by reference and shall apply to this Agreement, mutatis mutandis.




ARTICLE II

Grant of Security Interest




          Section 2.01 Grant of Security Interest.




            (a) Each Grantor hereby pledges, assigns and transfers to the Trustee, and hereby grants to
the Trustee, for the ratable benefit of the Holders, a security interest in all of the following
personal property now owned or at any time hereafter acquired by such Grantor or in which such
Grantor now has or at any time in the future may acquire any right, title or interest and whether
now existing or hereafter coming into existence (together with the Aircraft Collateral, the
“Collateral”), as collateral security for the prompt and complete payment and performance
when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations:;




                 (i) all Commercial Tort Claims (including, without limitation, with respect to matters set
forth on Schedule 3.02);



                 (ii) all Contracts;



                 (iii) all Documents;



                 (iv) all Equipment (other than the Aircraft Collateral);




             (v) all General Intangibles (excluding Payment Intangibles except to the extent
included pursuant to clause (xv) below);



                 (vi) all Goods;



                 (vii) all Intellectual Property;



                 (viii) all Investment Property;



                 (ix) all Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a
writing);



7









 





               (x) all Supporting Obligations;



               (xi) each Asset Sale Proceeds Account and all deposits, Securities and Financial Assets
therein and interest or other income thereon and investments thereof, and all property of every
type and description in which any proceeds of any Collateral Disposition or other disposition of
Collateral are invested or upon which the Trustee is at any time granted, or required to be
granted, a Lien to secure the Obligations as set forth in Section 4.12 of the Indenture and all
proceeds and products of the Collateral described in this clause (xi);



               (xii) all other personal property (other than Excluded Property), whether tangible or
intangible, not otherwise described above;



               (xiii) whatever is received (whether voluntary or involuntary, whether cash or non cash,
including proceeds of insurance and condemnation awards, rental or lease payments, accounts,
chattel paper, instruments, documents, contract rights, general intangibles, equipment and/or
inventory) upon the lease, sale, charter, exchange, transfer, or other disposition of any of the
Collateral described in clauses (i) through (xii) above;



               (xiv) all books and records pertaining to the Collateral; and



               (xv) to the extent not otherwise included, all Proceeds, Supporting Obligations and products
(including, without limitation, any Accounts, Chattel Paper, Instruments or Payment Intangibles
constituting Proceeds, Supporting Obligations or products) of any and all of the foregoing and all
collateral security and guarantees given by any Person with respect to any of the foregoing;


provided, that notwithstanding the provisions hereof, Collateral shall not include Excluded
Property.




            (b) The Owner hereby grants to the Trustee, for the ratable benefit of the Holders, a security
interest in the Aircraft, the Engines and the Propellers, whether now owned or at any time
hereafter acquired by the Owner or in which the Owner now has or at any time in the future may
acquire any right, title or interest and whether now existing or hereafter coming into existence
(collectively, the “Aircraft Collateral”), as collateral security for the prompt and
complete payment and performance when due (whether at the stated maturity, by acceleration or
otherwise) of the Obligations.



          Section 2.02 Grantors Remain Liable under Accounts, Chattel Paper and Payment Intangibles.
Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the
Accounts, Chattel Paper and Payment Intangibles to observe and perform all the obligations to be
observed and performed by it thereunder, all in accordance with the terms of any agreement giving
rise to each such Account, Chattel Paper or Payment Intangible. Neither the Trustee nor any Holder
shall have any obligation or liability under any Account, Chattel Paper or Payment Intangible (or
any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by
the Trustee or any such Holder of any payment relating to such Account, Chattel Paper or Payment
Intangible, pursuant hereto, nor shall the Trustee or any Holder be obligated in any manner to
perform any of the obligations of any Grantor under or pursuant to any Account, Chattel Paper or
Payment Intangible (or any



8









 






agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the
sufficiency of any payment received by it or as to the sufficiency of any performance by any party
under any Account, Chattel Paper or Payment Intangible (or any agreement giving rise thereto), to
present or file any claim, to take any action to enforce any performance or to collect the payment
of any amounts which may have been assigned to it or to which it may be entitled at any time or
times.




ARTICLE III

Representations and Warranties




     To induce the Trustee and the Holders to enter into the Indenture and to induce the Holders to
make their respective extensions of credit to the Company thereunder, each Grantor hereby
represents and warrants to the Trustee and each Holder that:



          Section 3.01 Title; No Other Liens. Such Grantor is the record and beneficial owner of its
respective items of the Collateral free and clear of any and all Liens (other than Permitted
Collateral Liens) and has all requisite power to transfer each item of the Collateral in which a
Lien is granted by it hereunder, free and clear of any Lien (other than Permitted Collateral
Liens). Other than financing statements and public notices that are to be released in connection
with the closing on the Issue Date and the financing statements described on Schedule 3.01, no
financing statement or other public notice with respect to all or any part of the Collateral is on
file or of record in any public office.




          Section 3.02 Perfected First Priority Liens. The security interests granted pursuant to
this Agreement (a) upon the completion of the filings and the other actions specified on Schedule
3.02 constitute valid perfected security interests in all of the Collateral in favor of the
Trustee, for the ratable benefit of the Holders, as collateral security for the Obligations,
enforceable in accordance with the terms hereof against all creditors of such Grantor and any
Persons purporting to purchase any Collateral from such Grantor and (b) are prior to all other
Liens (other than Permitted Collateral Liens) on the Collateral in existence on the date hereof.




          Section 3.03 Grantor Information. On the date hereof, the correct legal name of such
Grantor, all names and trade names that such Grantor has used in the last five years, such
Grantor’s jurisdiction of organization and each jurisdiction of organization of such Grantor over
the last five years, organizational number, taxpayer identification number, and the location(s) of
such Grantor’s chief executive office or sole place of business over the last five years are
specified on Schedule 3.03. Each Grantor has furnished to the Trustee a certified charter,
certificate of incorporation or other organization document and long-form good standing certificate
as of a date which is recent to the date hereof.




          Section 3.04 Solvency. Each Grantor (a) is not insolvent as of the date hereof and will
not be rendered insolvent as a result of this Agreement or any other Note Document, (b) will not
have (and will have no reason to believe that it will have hereafter) unreasonably small capital
for the conduct of its business, and (c) does not intend to incur, or believe it will incur, debt
that will be beyond its ability to pay as such debt matures.




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          Section 3.05 Equipment. On the date hereof, the Equipment (other than mobile goods) are
kept at the locations listed on Schedule 3.05 hereto.




          Section 3.06 Goods. No portion of the Collateral constituting Goods is in the possession
of a bailee that has issued a negotiable or non-negotiable document covering such Collateral.




          Section 3.07 Instruments and Chattel Paper. Such Grantor has delivered to the Trustee all
Collateral constituting Instruments and Chattel Paper. No Collateral constituting Instruments or
Chattel Paper contains any statement therein to the effect that such Collateral has been assigned
to an identified party other than the Trustee, and the grant of a security interest in such
Collateral in favor of the Trustee hereunder does not violate the rights of any other Person as a
secured party.




          Section 3.08 Intellectual Property.




               (a) Schedule 3.08 lists all Intellectual Property owned by such Grantor in its own name on the
date hereof.



               (b) Except as set forth in Schedule 3.08, on the date hereof, none of the Intellectual
Property is the subject of any licensing or franchise agreement pursuant to which such Grantor is
the licensor or franchisor.



               (c) No holding, decision or judgment has been rendered by any Governmental Authority which
would limit, cancel or question the validity of, or such Grantor’s rights in, any Intellectual
Property that could reasonably be expected to have a Material Adverse Effect.



               (d) No action or proceeding is pending, or, to the knowledge of such Grantor, threatened, on
the date hereof (i) seeking to materially limit, cancel or question the validity of any material
Intellectual Property or such Grantor’s ownership interest therein, or (ii) which, if adversely
determined, would have a Material Adverse Effect.



          Section 3.09 Commercial Tort Claims.




               (a) On the date hereof, except to the extent listed in Schedule 3.02, no Grantor has rights in
any Commercial Tort Claim with potential value in excess of $100,000.



               (b) Upon the filing of a financing statement covering any Commercial Tort Claim referred to in
Schedule 3.02 against such Grantor in the jurisdiction specified in Schedule 3.02, the security
interest granted in such Commercial Tort Claim will constitute a valid perfected security interest
in favor of the Trustee, for the ratable benefit of the Holders, as collateral security for the
Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor
and any Persons purporting to purchase such Collateral from such Grantor, which security interest
shall be prior to all other Liens on such Collateral except for unrecorded liens permitted by the
Indenture which have priority over the Liens on such Collateral by operation of law.



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          Section 3.10 Aircraft. On the date hereof, the Owner:




               (a) is a citizen of the United States and is eligible to register its title to the Aircraft
pursuant to 49 U.S.C.S. § 44102(a); and



               (b) is registered as a transacting user entity with the International Registry created
pursuant to the Cape Town Convention and will so remain at all times.



          Section 3.11 No Investment Property. On the date hereof, except for Equity Interests
owned in any Subsidiary of any Grantor, Temporary Cash Investments, and Securities Accounts holding
Temporary Cash Investments (and Security Entitlements related to such Securities Accounts), no
Grantor owns any Investment Property.




ARTICLE IV

Covenants




     Each Grantor covenants and agrees with the Trustee, for the benefit of the Holders, that, from
and after the date of this Agreement until the Obligations shall have been paid in full in cash:



          Section 4.01 Covenants in Indenture. Each Grantor shall take, or shall refrain from
taking, as the case may be, each action that is necessary to be taken or not taken, as the case may
be, so that no Default is caused by such action or the failure to take such action.




          Section 4.02 Maintenance of Perfected Security Interest; Further Documentation. Each
Grantor agrees that:




               (a) it shall maintain the security interest created by this Agreement as a perfected security
interest having at least the priority described in Section 3.02 and shall defend such security
interest against the claims and demands of all Persons whomsoever;



               (b) it will furnish to the Trustee from time to time statements and schedules further
identifying and describing the Collateral and such other reports in connection with the Collateral
as the Trustee may reasonably request, all in reasonable detail;



               (c) it will take all steps necessary (including the filing of any required Uniform Commercial
Code continuation statements) from time to time in order to maintain the Trustee’s first priority
(subject to Permitted Collateral Liens) security interest in the Collateral; and



               (d) at any time and from time to time, upon the written request of the Trustee, and at the
sole expense of such Grantor, it will promptly and duly execute and deliver, and have recorded,
such further instruments and documents and take such further actions as the Trustee may reasonably
deem necessary for the purpose of obtaining or preserving the full benefits of this Agreement and
of the rights and powers herein granted, including, without limitation, the delivery of
certificated securities and the filing of any financing or continuation statements under the UCC
(or other similar laws) in effect in any jurisdiction with respect to the security interests
created hereby.



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          Section 4.03 Changes in Locations, Name, Etc. Each Grantor recognizes that
financing statements pertaining to the Collateral have been or may be filed where such Grantor
maintains any Collateral or is organized. Without limitation of any other covenant herein, such
Grantor will not cause or permit any change in (a) its corporate name or in any trade name used to
identify it in the conduct of its business or in the ownership of its properties, (b) the location
of its chief executive office or principal place of business, (c) its identity or corporate
structure, (d) its jurisdiction of organization or its organizational identification number in such
jurisdiction of organization or (e) its federal taxpayer identification number, unless, in each
case, such Grantor shall have first (i) notified the Trustee of such change at least thirty (30)
days prior to the effective date of such change, and (ii) taken all action reasonably requested by
the Trustee for the purpose of maintaining the perfection and priority of the Trustee’s security
interests under this Agreement. In any notice furnished pursuant to this Section 4.03, such
Grantor will expressly state in a conspicuous manner that the notice is required by this Agreement
and contains facts that may require additional filings of financing statements or other notices for
the purposes of continuing perfection and maintaining the priority of the Trustee’s security
interest in the Collateral. At the request of the Trustee, on or prior to the occurrence of such
event, such Grantor will provide to the Trustee an Opinion of Counsel, in form and substance
reasonably satisfactory to the Trustee, to the effect that such event will not impair the validity
of the security interests hereunder, the perfection and priority thereof, the enforceability of the
Note Documents, and such other matters as may be reasonably requested by the Trustee.




          Section 4.04 Commercial Tort Claims. If such Grantor shall obtain an interest in any
Commercial Tort Claim with a potential value in excess of $100,000, such Grantor shall within 30
days of obtaining such interest sign and deliver documentation acceptable to the Trustee granting
and perfecting a security interest under the terms and provisions of this Agreement in and to such
Commercial Tort Claim.




          Section 4.05 Notices. Each Grantor will advise the Trustee and the Holders promptly, in
reasonable detail, of:




               (a) any Lien (other than security interests created hereby or Permitted Collateral Liens) on
any of the Collateral which would adversely affect the ability of the Trustee to exercise any of
its remedies hereunder; and



               (b) of the occurrence of any other event which could reasonably be expected to have a material
adverse effect on the aggregate value of the Collateral or on the security interests created
hereby.



          Section 4.06 Aircraft. The Owner shall:




               (a) cause the Aircraft to be and remain at all times duly registered in the name of the Owner
in the United States in accordance with the Federal Aviation Act;



               (b) execute and deliver to the Trustee the IDERA, in the form of Exhibit A hereto, which will
be filed with the FAA; and



               (c) (i) not cause or permit any registration on the International Registry with regard to the
Aircraft other than as provided herein and (ii) not issue or otherwise execute or
permit any IDERA to exist with regard to the Aircraft other than the IDERA in favor of the
Trustee.



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ARTICLE V

Remedial Provisions




          Section 5.01 Code and Other Remedies.




               (a) Upon the occurrence and during the continuance of an Event of Default, the Trustee, on
behalf of the Holders, may exercise, in addition to all other rights and remedies granted to them
in this Agreement, the other Note Documents and in any other instrument or agreement securing,
evidencing or relating to the Obligations, all rights and remedies of a secured party under the UCC
or any other applicable law or otherwise available at law or equity. Without limiting the
generality of the foregoing, the Trustee, without demand of performance or other demand,
presentment, protest, advertisement or notice of any kind (except any notice referred to below) to
or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements
and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate
and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign,
give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part
thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale
or sales, at any exchange, broker’s board or elsewhere upon such terms and conditions as it may
deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery
without assumption of any credit risk. The Trustee and any Holder shall have the right upon any
such public sale or sales, and, to the extent permitted by law, upon any such private sale or
sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of
redemption in any Grantor, which right or equity is hereby waived and released. If applicable to
any particular item of Collateral, such Grantor further agrees, at the Trustee’s request, to
assemble the Collateral and make it available to the Trustee at places which the Trustee shall
reasonably select, whether at such Grantor’s premises or elsewhere. Any such sale or transfer by
the Trustee either to itself or to any other Person shall be absolutely free from any claim of
right by such Grantor, including any equity or right of redemption, stay or appraisal which such
Grantor has or may have under any rule of law, regulation or statute now existing or hereafter
adopted (and such Grantor hereby waives any rights it may have in respect thereof). Upon any such
sale or transfer, the Trustee shall have the right to deliver, assign and transfer to the purchaser
or transferee thereof the Collateral so sold or transferred. The Trustee shall apply the net
proceeds of any action taken by it pursuant to this Section 5.01 in accordance with the provisions
of Section 6.10 of the Indenture. To the extent permitted by applicable law, each Grantor waives
all claims, damages and demands it may acquire against the Trustee arising out of the exercise by
it of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral
shall be required by law, such notice shall be deemed reasonable and proper if given to such
Grantor at least 10 days before such sale or other disposition.



     With respect to the Aircraft, and in addition to the rights and remedies provided in this
Section 5.01, upon the occurrence and during the continuance of an Event of Default, the Owner
agrees that upon foreclosure sale of the Aircraft, it shall, at the Trustee’s request, de-register
the Aircraft from the registry maintained by the FAA. Further, upon every such taking of
possession



13









 







of the Aircraft, the Trustee may, from time to time, at the reasonable expense of the Owner,
make or cause to be made all such expenditures for maintenance, insurance, repairs, replacements,
alterations, storage, additions and improvements to the Aircraft as the Trustee may deem reasonably
necessary, including, without limiting the generality of the foregoing, such maintenance,
alterations, additions or improvements as may be reasonably necessary to establish the
airworthiness of the Aircraft under applicable law and to return the Aircraft to good condition.
The costs of all such maintenance, insurance, repairs, replacements, alterations, storage,
additions and improvements to and of the Collateral shall be secured by this Agreement and shall be
Obligations hereunder. If it shall become necessary to establish the airworthiness of the Aircraft
under applicable law, or to demonstrate the Aircraft to any prospective purchaser thereof, the
Trustee shall have the right to conduct test flights of the Aircraft or any engine, and the expense
of any such flights shall be secured by this Agreement and shall be Obligations hereunder. The
Owner agrees that any Event of Default under the Note Documents constitutes a default as
contemplated under the Cape Town Convention and that the Trustee shall have all of the rights and
remedies of a creditor and/or chargee under the provisions of the Cape Town Convention, including
Articles 8, 9, 10, 12 and 13 of the Convention, and Articles IX and XIII of the Aircraft Protocol.



               (b) In the event that the Trustee elects not to sell the Collateral, the Trustee retains its
rights to dispose of or utilize the Collateral or any part or parts thereof in any manner
authorized or permitted by law or in equity, and to apply the proceeds of the same towards payment
of the Obligations. Each and every method of disposition of the Collateral described in this
Agreement shall constitute disposition in a commercially reasonable manner.



               (c) The Trustee may appoint any Person as agent to perform any act or acts necessary or
incident to appropriate or realize upon any Collateral or to any sale or transfer of the
Collateral.



          Section 5.02 Waiver; Deficiency. The Company and the Guarantors shall remain liable for
any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient
to pay the Obligations and the fees and disbursements of any attorneys employed by the Trustee to
collect such deficiency.




          Section 5.03 Non-Judicial Enforcement. The Trustee may enforce its rights hereunder
without prior judicial process or judicial hearing, and to the extent permitted by law, each
Grantor expressly waives any and all legal rights which might otherwise require the Trustee to
enforce its rights by judicial process.




ARTICLE VI

The Trustee




          Section 6.01 Trustee’s Appointment as Attorney-in-Fact, Etc.




               (a) Each Grantor hereby irrevocably constitutes and appoints the Trustee and any officer or
agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of such Grantor and in the name of such
Grantor, as appropriate, or in its own name, for the purpose of carrying out the terms of



14









 







this Agreement, to take any and all reasonably appropriate action and to execute any and all
documents and instruments which may be reasonably necessary or desirable to accomplish the purposes
of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives
the Trustee the power and right, on behalf of such Grantor, without notice to or assent by such
Grantor, to do any or all of the following:



                    (i) unless being disputed under Section 4.05 of the Indenture, pay or discharge Taxes and
Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance
called for by the terms of this Agreement or any other Security Document and pay all or any part of
the premiums therefor and the costs thereof;



                    (ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and
all agreements, instruments, documents and papers as the Trustee may request to evidence the
Trustee’s and the Holders’ security interest in such Intellectual Property and the goodwill and
general intangibles of such Grantor relating thereto or represented thereby;



                    (iii) execute, in connection with any sale provided for in Section 5.01, any endorsements,
assignments or other instruments of conveyance or transfer with respect to the Collateral;



                    (iv) with respect to the Aircraft, (A) register the Aircraft from time to time, in the name of
the Owner or otherwise, in any jurisdiction as the Trustee may select in accordance with the Note
Documents and (B) to obtain export licenses and other governmental consents or approvals from any
jurisdiction in which the Aircraft may be registered or located, and take any other actions
necessary or advisable for the de-registration, repossession and exportation of the Aircraft from
any jurisdiction; and



                    (v) (A) direct any party liable for any payment under any of the Collateral to make payment of
any and all moneys due or to become due thereunder directly to the Trustee (for the benefit of the
Holders) or as the Trustee shall direct; (B) ask or demand for, collect, and receive payment of and
receipt for, any and all moneys, claims and other amounts due or to become due at any time in
respect of or arising out of any Collateral; (C) sign and indorse any invoices, freight or express
bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments,
verifications, notices and other documents in connection with any of the Collateral; (D) in the
name of such Grantor, as appropriate, or its own name, or otherwise, take possession of and indorse
and collect any check, draft, note, acceptance or other instrument for the payment of moneys due
with respect to any Collateral and commence and prosecute any suits, actions or proceedings at law
or in equity in any court of competent jurisdiction to collect the Collateral or any portion
thereof and to enforce any other right in respect of any Collateral; (E) defend any suit, action or
proceeding brought against such Grantor with respect to any Collateral; (F) settle, compromise or
adjust any such suit, action or proceeding and, in connection therewith, give such discharges or
releases as the Trustee may deem appropriate; (G) assign any Copyright, Patent or Trademark (along
with the goodwill of the business to which any such Copyright, Patent or Trademark pertains),
throughout the world for such term or terms, on such conditions, and in such manner, as the Trustee
shall in its sole discretion determine; and (H) generally, sell, transfer, pledge and make any
agreement with respect to or otherwise deal with any of the Collateral as fully and completely as
though the Trustee were the absolute owner



15









 







thereof for all purposes, and do, at the Trustee’s option and such Grantor’s expense, at any
time, or from time to time, all acts and things which the Trustee deems necessary to protect,
preserve or realize upon the Collateral and the Trustee’s and the Holders’ security interests
therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor
might do.



     Anything in this Section 6.01(a) to the contrary notwithstanding, (x) the Trustee agrees that
it will not exercise any rights under the power of attorney provided for in this Section 6.01(a)
unless an Event of Default shall have occurred and be continuing, and (y) the parties agree that
the grant of the power of attorney set forth in this Section 6.01(a) shall not be deemed to create
an obligation on the part of the Trustee to take any one or more of the actions described herein.



               (b) If any Grantor fails to perform or comply with any of its agreements contained herein
within the applicable grace periods, the Trustee, at its option, but without any obligation so to
do, may perform or comply, or otherwise cause performance or compliance, with such agreement.



               (c) The expenses of the Trustee incurred in connection with actions undertaken as provided in
this Section 6.01 shall be payable by such Grantor to the Trustee on demand.



               (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done
by virtue and in compliance hereof. All powers, authorizations and agencies contained in this
Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and
the security interests created hereby are released.



          Section 6.02 Duty of Trustee. The Trustee’s sole duty with respect to the custody,
safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of
the UCC or otherwise, shall be to deal with it in the same manner as the Trustee deals with similar
property for its own account and the Trustee shall be deemed to have exercised reasonable care in
the custody and preservation of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which comparable secured parties accord comparable
collateral. Neither the Trustee, any Holder nor any of their respective agents, employees,
stockholders and directors and officers shall be liable for failure to demand, collect or realize
upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or
otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take
any other action whatsoever with regard to the Collateral or any part thereof. The powers
conferred on the Trustee hereunder are solely to protect the Trustee’s and the Holders’ interests
in the Collateral and shall not impose any duty upon the Trustee or any Holder to exercise any such
powers. The Trustee shall be accountable only for amounts that its actually receives as a result
of the exercise of such powers, and neither it nor any of its agents, employees, stockholders and
directors and officers shall be responsible to any Grantors for any act or failure to act
hereunder, except for their own gross negligence or willful misconduct. To the fullest extent
permitted by applicable law, the Trustee shall be under no duty whatsoever to make or give any
presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice
of intent to accelerate, notice of acceleration, or other notice or demand in connection with any
Collateral or the Obligations, or to take any steps necessary to preserve



16









 






any rights against any Grantor or any other Person or ascertaining or taking action with respect to
calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral,
whether or not it has or is deemed to have knowledge of such matters. Each Grantor, to the extent
permitted by applicable law, waives any right of marshaling in respect of any and all Collateral,
and waives any right to require the Trustee or any Holder to proceed against any Grantor or any
other Person, exhaust any Collateral or enforce any other remedy which the Trustee or any Holder
now has or may hereafter have against each Grantor and any other Person.




          Section 6.03 Filing of Financing Statements. Pursuant to the UCC and any other applicable
law, each Grantor authorizes the Trustee to file or record financing statements and other filing or
recording documents or instruments with respect to the Collateral in such form and in such offices
as the Trustee reasonably determines appropriate to perfect the security interests of the Trustee
under this Agreement. A photographic or other reproduction of this Agreement shall be sufficient
as a financing statement or other filing or recording document or instrument for filing or
recording in any jurisdiction.




          Section 6.04 Authority of Trustee. Each Grantor acknowledges that the rights and
responsibilities of the Trustee under this Agreement with respect to any action taken by the
Trustee or the exercise or non-exercise by the Trustee of any option, voting right, request,
judgment or other right or remedy provided for herein or resulting or arising out of this Agreement
or in connection with the Obligations shall, as between the Trustee and the Holders, be governed by
the Indenture and by such other agreements with respect thereto as may exist from time to time
among them, but, as between the Trustee and the Grantors, the Trustee shall be conclusively
presumed to be acting as agent for the Holders with full and valid authority so to act or refrain
from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry
respecting such authority.




          Section 6.05 Limitation on Duty of Trustee in Respect of Collateral. Notwithstanding
anything to the contrary set forth in this Agreement or in any other Note Document, the Trustee
shall not be responsible for filing any financing or continuation statements or recording any
documents or instruments in any public office at any time or times or otherwise perfecting or
maintaining the perfection of any security interest in the Collateral. The Trustee shall be deemed
to have exercised reasonable care in the custody of the Collateral in its possession if the
Collateral is accorded treatment substantially equal to that which it accords its own property, and
shall not be liable or responsible for any loss or diminution in the value of any of the
Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or
bailee by the Trustee in good faith.




     Notwithstanding anything to the contrary set forth in this Agreement or in any other Note
Document, the Trustee shall not be responsible for the existence, genuineness or value of any of
the Collateral, or for the validity, perfection, priority or enforceability of the Liens in any of
the Collateral, whether impaired by operation of law or by reason of any action or omission to act
on its part hereunder, for the validity or sufficiency of the Collateral or any agreement or
assignment contained therein, for the validity of the title of such Grantor to the Collateral, for
insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the
Collateral or otherwise as to the maintenance of the Collateral. The Trustee shall have no duty to
ascertain or



17









 







inquire as to the performance or observance of any of the terms of this Agreement or any other Note
Document by such Grantor or any other party to such documents.



          Section 6.06 Asset Based Lending Credit Facility. The Trustee acknowledges that the
Company is currently in discussions with one or more banks, financial institutions, or funds
regarding the possibility of establishing a loan or credit facility (the “ABL Facility”)
providing the Company and/or one or more of its Subsidiaries with a revolving line of credit which
may be secured by Receivables and other assets of the Company and the Grantors that do not
constitute Collateral hereunder. With respect to such ABL Facility and the lead lender or agent
for the lenders under the ABL Facility (the “ABL Agent”), the Trustee hereby:




               (a) acknowledges that Receivables and identifiable Proceeds (including proceeds of insurance
directly relating to Receivables) thereof do not constitute Collateral hereunder and agrees not to
contest the validity, perfection, priority or enforceability of any Liens thereon granted to the
ABL Agent or the lenders under the ABL Facility;



               (b) agrees that, as between the ABL Agent and the Trustee, the ABL Agent shall have the
exclusive right to negotiate or adjust any insurance settlement relating exclusively to
Receivables;



               (c) agrees that it will, promptly following written request of the ABL Agent, turn over to the
Company or the ABL Agent, as applicable, any tangible property in its possession that serves as
collateral for the obligations of the Company and its Subsidiaries under the ABL Facility, provided
that such property is specifically identified in such request and does not constitute Collateral
hereunder;



               (d) agrees to use reasonable efforts to provide the ABL Agent with a copy of any notice sent
to the Company indicating that either an Event of Default has occurred under the Indenture or that
the Trustee is accelerating the maturity of the Notes in accordance with the Indenture; and



               (e) agrees to provide the ABL Agent with reasonable access, upon reasonable notice and during
normal business hours, to any books and records of the Company and the Grantors in its possession
to the extent such books and records relate to collateral for the obligations of the Company and
the Grantors under the ABL Facility.


The provisions of this Section 6.06 shall become effective upon receipt by the Trustee of written
notice from the Company that the ABL Facility has been established and providing the Trustee with
the name, address, contact information, and responsible person at the ABL Agent and such other
information as the Trustee may reasonably request. Once effective, the provisions of this Section
6.06 shall remain effective until the earlier of (1) the repayment in full of all amounts owed
(other then contingent reimbursement, indemnity and similar obligations) by the Company and its
Subsidiaries under the ABL Facility and termination of all lending commitments thereunder and (2)
the satisfaction and discharge of the Indenture pursuant to Article 9 thereof. The Company, each
Grantor and the Trustee each hereby acknowledge that the ABL Agent shall be a third party
beneficiary of the provisions of this Section 6.06.




          Section 6.07 Incorporation by Reference; Indemnity and Expenses.




               (a) The rights, privileges, protections and benefits given to the Trustee under the Indenture
are extended to, and shall be enforceable by, the Trustee in connection with the



18









 







execution, delivery and administration of this Agreement and any action taken by or omitted to
be taken by the Trustee in connection with its appointment and performance under this Agreement.



               (b) In addition to the rights afforded the Trustee under paragraph (a) of this Section 6.07,
each Grantor agrees to indemnify and hold harmless the Trustee and its officers, employees and
agents from and against any and all claims, losses, liabilities and expenses arising out of or
resulting from this Agreement (including enforcement of this Agreement), except for any such
claims, losses, liabilities or expenses resulting from the Trustee’s negligence, willful misconduct
or bad faith.



               (c) Without limiting the rights afforded to the Trustee and its officers, employees and agents
pursuant to paragraph (b) of this Section 6.07 or otherwise, each Grantor will, upon demand, pay to
the Trustee the amount of any and all reasonable expenses, including the reasonable fees and
disbursements of its counsel and of any experts and agents, which the Trustee may incur in
connection with (i) the execution and administration of this Agreement, (ii) the custody,
preservation, use or operation of, or the sale of, collection from, or other realization upon, any
of the Collateral, (iii) the exercise or enforcement of any of the rights of the Trustee hereunder,
and (iv) the failure of such Grantor to perform or observe any of the provisions hereof.



ARTICLE VII

Miscellaneous




          Section 7.01 Waiver. No failure on the part of the Trustee or any Holder to exercise and
no delay in exercising, and no course of dealing with respect to, any right, power, privilege or
remedy or any abandonment or discontinuance of steps to enforce such right, power, privilege or
remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power, privilege or remedy under this Agreement preclude or be construed as
a waiver of any other or further exercise thereof or the exercise of any other right, power,
privilege or remedy. The remedies provided herein are cumulative and not exclusive of any remedies
provided by law or equity.




          Section 7.02 Notices. All notices and other communications provided for herein shall be
given in the manner and subject to the terms of Section 11.02 of the Indenture; provided that any
such notice, request or demand to or upon such Grantor shall be addressed to such Grantor at its
notice address set forth on Schedule 7.02.




          Section 7.03 Payment of Expenses, Indemnities, Etc.




               (a) Each Grantor agrees to pay or reimburse the Trustee for all out-of-pocket expenses
incurred by such Person, including the fees, charges and disbursements of any counsel for the
Trustee, in connection with the enforcement or protection of its rights in connection with this
Agreement or otherwise enforcing or preserving any rights under this Agreement.



               (b) Each Grantor agrees to pay, and to indemnify and save the Trustee and the Holders harmless
from, any and all claims, liabilities and expenses with respect to, or resulting from any delay in
paying, any and all Taxes which may be payable or determined to be payable



19









 







with respect to any of the Collateral or in connection with any of the transactions
contemplated by this Agreement.



               (c) The agreements in this Section 7.03 shall survive repayment of the Obligations and all
other amounts payable under the Indenture and the other Note Documents.



          Section 7.04 Amendments in Writing. No amendment, modification, or waiver of any provision
of this Agreement, and no consent with respect to any departure by any Grantor, shall be effective
unless the same is in writing and conforms to the requirements set forth in Article 8 of the
Indenture.




          Section 7.05 Successors and Assigns. The provisions of this Agreement shall be binding
upon each Grantor and its successors and assigns and shall inure to the benefit of the Trustee and
the Holders and their respective successors and assigns.




          Section 7.06 Survival; Revival; Reinstatement.




               (a) All covenants, agreements, representations and warranties made by each Grantor herein and
in the certificates or other instruments delivered in connection with or pursuant to this Agreement
or any other Note Document to which it is a party shall be considered to have been relied upon by
the Trustee and shall survive the execution and delivery of this Agreement, regardless of any
investigation made by any such other party or on its behalf and notwithstanding that the Trustee
may have had notice or knowledge of any Default or incorrect representation or warranty at the time
any credit is extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Note or any other amount payable under the Indenture is
outstanding and unpaid. The provisions of Section 7.03 shall survive and remain in full force and
effect regardless of the consummation of the transactions contemplated hereby, the repayment of the
Notes, or the termination of this Agreement or any other Note Document or any provision hereof or
thereof.



               (b) To the extent that any payments on the Obligations or proceeds of any Collateral are
subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be
repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law,
common law or equitable cause, then to such extent, the Obligations so satisfied shall be revived
and continue as if such payment or proceeds had not been received and the Trustee’s and the
Holders’ Liens, security interests, rights, powers and remedies under this Agreement shall continue
in full force and effect. In such event, this Agreement shall be automatically reinstated and each
Grantor shall take such action as may be reasonably requested by the Trustee to effect such
reinstatement.



          Section 7.07 Counterparts; Integration; Effectiveness.




               (a) This Agreement 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.



               (b) This Agreement and the other Note Documents and any separate letter agreements with
respect to fees payable to the Trustee constitute the entire contract among the



20









 







parties relating to the subject matter hereof and thereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter hereof and thereof.
This Agreement and the other Note Documents represent the final agreement among the parties hereto
and thereto and may not be contradicted by evidence of prior, contemporaneous or subsequent oral
agreements of the parties. There are no unwritten oral agreements between the parties.



               (c) This Agreement shall become effective when it shall have been executed by the Trustee and
when the Trustee shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to
the benefit of the parties hereto, the Holders and their respective successors and assigns.
Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other
electronic means shall be effective as delivery of a manually executed counterpart of this
Agreement.



          Section 7.08 Severability. Any provision of this Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.




          Section 7.09 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




          Section 7.10 Headings. Article and Section headings and the Table of Contents used herein
are for convenience of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this Agreement.




          Section 7.11 Acknowledgments. Each Grantor hereby acknowledges that:




               (a) neither the Trustee nor any holder of Notes has any fiduciary relationship with or duty to
any Grantor arising out of or in connection with this Agreement or any of the other Note Documents,
and the relationship between the Company, on the one hand, and the Trustee and the Holders, on the
other hand, in connection herewith or therewith is solely that of debtor and creditor;



               (b) no joint venture is created hereby or by the other Note Documents or otherwise exists by
virtue of the transactions contemplated hereby among the Holders or among the Grantors and the
Holders; and



               (c) each of the parties hereto specifically agrees that it has a duty to read this Agreement
and the other Note Documents and agrees that it is charged with notice and knowledge of the terms
of this Agreement and the other Note Documents; that it has in fact read this Agreement and the
other Note Documents and is fully informed and has full notice and knowledge of the terms,
conditions and effects thereof; that it has been represented by independent legal counsel of its
choice throughout the negotiations preceding its execution of this Agreement; and has received the
advice of its attorney in entering into this Agreement. Each



21









 







party hereto agrees and covenants that it will not contest the validity or enforceability of
any exculpatory provision on the basis that the party had no notice or knowledge of such provision
or that the provision is not “conspicuous.”



          Section 7.12 Domestic Restricted Subsidiaries. In the event that, after the date hereof,
another Person is required to become a Guarantor by executing and delivering to the Trustee a
supplement to the Indenture pursuant to Section 4.20 thereof, then (i) each such Person shall
concurrently execute and deliver to the Trustee (1) one or more additional security agreements,
assignments of insurance, assignments of earnings, or other security documents, or one or more
amendments or supplements to the Security Documents in existence on the Issue Date, which shall, in
each case, be in form and substance satisfactory to the Trustee, pursuant to which such Person
shall grant first priority security interests and/or Liens to the Trustee in, respectively, such
Collateral; and (2) documents necessary and appropriate to perfect the Trustee’s first priority
Liens and security interests in such Collateral, including, without limitation, any necessary or
appropriate Uniform Commercial Code financing statements or amendments thereto; (ii) such Person
shall make such filings and take such other actions as are necessary to perfect the Trustee’s first
priority security interest in and Lien (subject to no Liens other than Permitted Collateral Liens)
on the Collateral of such Person; and (iii) such Person shall deliver or cause to be delivered to
the Trustee an Opinion of Counsel acceptable in form and substance to the Trustee and stating that
(A) the Security Documents constitute valid, binding and enforceable obligations of such Person;
(B) the Trustee has a valid Lien or duly perfected security interest (as the case may be) in the
Collateral.




          Section 7.13 Asset Sale Proceeds Account. In the event that the provisions of Section 4.12
of the Indenture require the establishment of one or more Asset Sale Proceeds Accounts, then the
Trustee shall, at the expense of the Company, promptly establish such Asset Sale Proceeds Accounts
as follows: such Asset Sale Proceeds Accounts shall be either (a) a Deposit Account maintained
with, and in the name of, the Trustee and the Trustee shall have exclusive control, including the
exclusive right of withdrawal, over such Asset Sale Proceeds Account, or, if requested by the
Company, or (b) a securities account (as such term is defined in 8-501 of the UCC), established
with a Qualified Securities Intermediary, and the Trustee shall have sole control thereof and shall
be the entitlement holder (as such term is defined in Section 8-102 of the UCC) with respect to the
financial assets (as such term is defined in Section 8-102 of the UCC) credited to such Asset Sale
Proceeds Account. In addition, upon the establishment of such Asset Sale Proceeds Account under
clause (b) above, (i) the Company shall execute and deliver to the Trustee (A) an amendment to this
Agreement in form and substance satisfactory to the Trustee pursuant to which the Company grants
first priority security interests to the Trustee in such Asset Sale Proceeds Account and all
proceeds and products thereof; and (B) documents necessary and appropriate to perfect the Trustee’s
first priority security interest in such Asset Sales Proceeds Account and all proceeds and products
thereof; (ii) the Company shall deliver or cause to be delivered to the Trustee an Opinion of
Counsel acceptable in form and substance to the Trustee and stating that (I) such amendment to this
Agreement constitutes a valid, binding and enforceable obligation of the Company; and (II) upon the
action of the Qualified Securities Intermediary in identifying the Trustee as the entitlement
holder (as such term is defined in Section 8-102 of the UCC) with respect to all of the financial
assets (as such term is defined in Section 8-102 of the UCC) credited to such Asset Sale Proceeds
Account, the security interests of the Trustee in such Asset Sale Proceeds Account will be
perfected through control (as such



22









 






term is defined in Section 8-106 of the UCC). Prior to the occurrence of an Event of Default, the
Company shall have the right to direct the Trustee to invest amounts credited to any Asset Sale
Proceeds Account created pursuant to clause (b) above in Temporary Cash Investments as selected by
the Company, provided that if the Company gives no such instructions or if an Event of Default
occurs and is continuing, the Trustee shall invest such amounts in direct obligations of, or
obligations guaranteed by, the United States of America having maturities of six months or less.
In any event, all such investments shall be treated as financial assets (as such term is defined in
Section 8-102 of the UCC) which shall be credited to such Asset Sale Proceeds Account.




     In the event that, pursuant to the provisions of Sections 4.12 and 12.03 of the Indenture, the
Company desires or is required to withdraw or apply amounts on deposit in any Asset Sale Proceeds
Account as set forth in such Sections 4.12 and 12.03, then the Company shall deliver to the Trustee
(a) an Officers’ Certificate (i) stating that the application of such amounts complies with the
terms and conditions of the Indenture (including, without limitation, Sections 4.12 and 12.03 of
the Indenture) and this Agreement, (including, without limitation, the provisions of this Section
7.13); and (ii) specifically describing the purposes for which such amounts will be used; and (b)
in the event that such amounts are used to acquire assets that are to become Collateral hereunder,
all documentation (including, without limitation, any necessary or appropriate Uniform Commercial
Code financing statements or amendments thereto) necessary or reasonably requested by the Trustee
to grant to the Trustee a perfected first priority security interest in and Lien (subject to no
Liens other than Permitted Collateral Liens) on such additional assets. Upon the Company’s
compliance with the foregoing provisions, at the expense of the Company (x) the Trustee shall
direct that such amounts on deposit in such Asset Sale Proceeds Account be applied as requested by
the Company, and (y) the Company shall take the steps necessary or appropriate to perfect the
Trustee’s security interest in and Lien on such additional assets (if any).



     Any interest or other income generated in or by any Asset Sales Proceeds Account shall be
credited to such account and any tax liabilities related thereto shall be attributable to the
Company notwithstanding the fact that such account may be in the name of the Trustee.



          Section 7.14 Releases, Substitution, etc.




               (a) Release. The Trustee shall release the Collateral only in compliance with the
provisions of Section 12.03 of the Indenture and the relevant provisions of this Agreement.



               (b) Substitution. The Company shall have the right, from time to time, to substitute
new Collateral for existing Collateral in compliance with the provisions of Section 12.03 of the
Indenture.



               (c) Retention in Satisfaction. Except as may be expressly applicable pursuant to
Section 9-620 of the UCC, no action taken or omission to act by the Trustee or the Holders
hereunder shall be deemed to constitute a retention of the Collateral in satisfaction of the
Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall
remain in full force and effect, until the Trustee and the Holders shall have applied payments
(including, without limitation, collections from Collateral) towards the Obligations in the full



23









 







amount then outstanding or until such subsequent time as is provided in Section 9.01 of the
Indenture.



          Section 7.15 Acceptance. Each Grantor expressly waives notice of acceptance of this
Agreement, acceptance on the part of the Trustee and the Holders being conclusively presumed by
their request for this Agreement and delivery of the same to the Trustee.




          Section 7.16 Resignation or Removal of Trustee. If the Trustee resigns or is removed in
accordance with the terms of the Indenture, such retiring Trustee shall cease to be a party to this
Agreement and all obligations imposed upon such retiring Trustee pursuant to this Agreement shall
be terminated as to such retiring Trustee and deemed to be imposed upon the successor Trustee
appointed pursuant to the terms of the Indenture.





24












 






     IN WITNESS WHEREOF, each of the undersigned has caused this Security Agreement to be duly executed
and delivered as of the date first above written.



	 	 	 	 	 
	Company: 	Basic Energy Services, Inc.

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Kenneth V. Huseman 	 
	 	 	President 	 
	 
	Grantors:	Basic Energy Services GP, LLC

Basic Energy Services, L.P.

	 
	 		By:  Basic Energy Services GP, LLC,
 	 
	 	 	        its General Partner 	 
	 	Basic ESA, Inc.

Chaparral Service, Inc.


Basic Marine Services, Inc.


First Energy Services Company


Hennessey Rental Tools, Inc.


Oilwell Fracturing Services, Inc.


Wildhorse Services, Inc.


LeBus Oil Field Service Co.


Globe Well Service, Inc.


SCH Disposal, L.L.C.


JS Acquisition LLC


JetStar Holdings, Inc.


Acid Services, LLC


JetStar Energy Services, Inc.


Sledge Drilling Corp.


Permian Plaza, LLC


Xterra Fishing & Rental Tools Co.	 
	 	 	 
	 	By:  	                                              /s/ Kenneth V. Huseman
 	 
	 	 	Kenneth V. Huseman 	 
	 	 	President of each Grantor, including but not
limited to Basic ESA, Inc. 	 
	 
	 	Basic Energy Services LP, LLC

 	 
	 	By:  	/s/ Jerry Tufly
 	 
	 	 	Jerry Tufly	 
	 	 	President	 
	 


Signature Page – Security Agreement





 









 




Acknowledged and Agreed to as

of the date hereof by:




	 	 	 	 	 
	Trustee:	THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A., as Trustee
 	 
	 	 	 
	 	By:  	                        /s/ Julie Hoffman-Ramos
 	 
	 	 	Name:  	Julie Hoffman-Ramos 	 
	 	 	Title:  	Assistant Treasurer 	 
	 


Signature Page – Security Agreement





 









 









EXHIBIT A




FORM OF IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION




July 31, 2009





			
	To:	 	FAA Aircraft Registry


Oklahoma City, Oklahoma






			
	Re:	 	Irrevocable De-Registration and Export Request Authorization




The undersigned is the registered owner of that certain King Air 350 model Beech aircraft bearing
manufacturer’s serial number FL-212 and United States nationality and registration marks N350AB
(together with all installed, incorporated or attached accessories, parts and equipment, the
“Aircraft”).



This instrument is an irrevocable de-registration and export request authorization issued by the
undersigned in favor of The Bank of New York Mellon Trust Company, N.A., as Trustee (the
“Authorized Party”) under the authority of Article XIII of the Protocol to the Convention on
International Interests in Mobile Equipment on matters Specific to Aircraft Equipment. In
accordance with that Article, the undersigned hereby requests:






     (i) recognition that the Authorized Party or the person it certifies as its designee is the sole
person entitled to:




     (a) procure the de-registration of the Aircraft from the United States Civil Aircraft
Register maintained by the Federal Aviation Administration for the purposes of Chapter III
of the Convention on International Civil Aviation, signed at Chicago, on 7 December 1944;
and




     (b) procure the export and physical transfer of the Aircraft from the United States; and




     (ii) confirmation that the Authorized Party or the person it certifies as its designee may take
the action specified in clause (i) above on written demand without the consent of the
undersigned and that, upon such demand, the authorities in the United States shall co-operate
with the Authorized Party with a view to the speedy completion of such action.



               The rights in favor of the Authorized Party established by this instrument may not be revoked
by the undersigned without the written consent of the Authorized Party.



Basic ESA, Inc.




By:
/s/ Kenneth V.
Huseman                   




       Kenneth V. Huseman

       President




Exhibit A-1





 









 








Schedule 1.01




Maritime
Assets




Maritime Assets shall include the following:




Four (4) inland barge drilling rigs designated as Units 101A, 111A, 12A, and 151 A




Schedule 1.01 - 1




 









 








Schedule 3.01




Financing
Statements



See attached.




Schedule 3.01 - 1









 








Schedule 3.02




Filings
and Other Actions Required to Perfect Security Interests



Uniform Commercial Code Filings:




	 	 	 
	Name of Grantor	 	Filing Office
	Basic Energy Services, Inc.

	 	Secretary of State of the State of Delaware
	Acid Services, LLC

	 	Secretary of State of the State of Kansas
	Basic Energy Services GP, LLC

	 	Secretary of State of the State of Delaware
	Basic Energy Services LP, LLC

	 	Secretary of State of the State of Delaware
	Basic Energy Services, L.P.

	 	Secretary of State of the State of Delaware
	Basic ESA, Inc.

	 	Secretary of State of the State of Texas
	Basic Marine Services, Inc.

	 	Secretary of State of the State of Delaware
	Chaparral Service, Inc.

	 	Secretary of State of the State of New Mexico
	First Energy Services Company

	 	Secretary of State of the State of Delaware
	Globe Well Service, Inc.

	 	Secretary of State of the State of Texas
	Hennessey Rental Tools, Inc.

	 	County Clerk of Oklahoma County, Oklahoma
	JetStar Energy Services, Inc.

	 	Secretary of State of the State of Texas
	JetStar Holdings, Inc.

	 	Secretary of State of the State of Delaware
	JS Acquisition LLC

	 	Secretary of State of the State of Delaware
	LeBus Oil Field Service Co.

	 	Secretary of State of the State of Texas
	Oilwell Fracturing Services, Inc.

	 	County Clerk of Oklahoma County, Oklahoma
	Permian Plaza, LLC

	 	Secretary of State of the State of Texas
	SCH Disposal, L.L.C.

	 	Secretary of State of the State of Texas
	Sledge Drilling Corp.

	 	Secretary of State of the State of Texas
	Wildhorse Services, Inc.

	 	County Clerk of Oklahoma County, Oklahoma
	XTERRA Fishing & Rental Tools Co.

	 	Secretary of State of the State of Texas





Patent and Trademark Filings: None






Description of Commercial Tort Claims: None




Aircraft Collateral Filings: The Security Agreement and any other documents indicated in the
opinion of FAA counsel to the Initial Purchasers dated the Issue Date




Schedule 3.02
- 1









 








Schedule 3.03




Location
of Jurisdiction of Organization and Chief Executive Office




Legal name of Company: Basic Energy Services, Inc.




Address: 500 W. Illinois, Suite 100, Midland, Texas 79701



All names and trade names that the Company has used in the last five years: N/A



Jurisdiction of organization: Delaware



Organizational number: 3611854



Taxpayer identification number: 54-2091194



Location of chief executive office or sole place of business over the last five years: 500 W.
Illinois, Suite 100, Midland, Texas 79701; 400 W. Illinois, Suite 800, Midland, Texas 79701



Legal name of Grantor: Acid Services, LLC



Address: 500 W. Illinois, Suite 100, Midland, Texas 79701



All names and trade names that the Grantor has used in the last five years: N/A



Jurisdiction of organization: Kansas



Organizational number: 2347722




Taxpayer identification number: 48-1180455




Location of chief executive office or sole place of business over the last five years: 500 W.
Illinois, Suite 100, Midland, Texas 79701; 400 W. Illinois, Suite 800, Midland, Texas 79701; 9320
East Central, Wichita, Kansas 67206



Legal name of Grantor: Basic Energy Services GP, LLC



Address: 500 W. Illinois, Suite 100, Midland, Texas 79701



All names and trade names that the Grantor has used in the last five years: N/A



Jurisdiction of organization: Delaware



Organizational number: 3611876




Schedule 3.03 - 1




 









 







Taxpayer identification number: 54-2091197



Location of chief executive office or sole place of business over the last five years: 500 W.
Illinois, Suite 100, Midland, Texas 79701; 400 W. Illinois, Suite 800, Midland, Texas 79701



Legal name of Grantor: Basic Energy Services LP, LLC



Address: 607 25 Road, Suite 200, Grand Junction, Colorado 81505



All names and trade names that the Grantor has used in the last five years: N/A



Jurisdiction
of organization: Delaware




Organizational number: 3611879






Taxpayer identification number: 54-2091195




Location of chief executive office or sole place of business over the last five years: 607 25
Road, Suite 200, Grand Junction, Colorado 81505; 6121 Highway 64, Bloomfield, NM 87413



Legal name of Grantor: Basic Energy Services, L.P.



Address: 500 W. Illinois, Suite 100, Midland, Texas 79701



All names and trade names that the Grantor has used in the last five years: Energy Air Drilling
Service Co.



Jurisdiction of organization: Delaware



Organizational number: 2307778



Taxpayer identification number: 75-2441819



Location of chief executive office or sole place of business over the last five years: 500 W.
Illinois, Suite 100, Midland, Texas 79701; 400 W. Illinois, Suite 800, Midland, Texas 79701



Legal name of Grantor: Basic ESA, Inc.



Address: 500 W. Illinois, Suite 100, Midland, Texas 79701



All names and trade names that the Grantor has used in the last five years: Rolling Plains Well
Service, Inc.



Jurisdiction of organization: Texas



Organizational number: 57139400




Schedule 3.03
- 2




 









 







Taxpayer identification number: 75-1772279



Location of chief executive office or sole place of business over the last five years: 500 W.
Illinois, Suite 100, Midland, Texas 79701; 400 W. Illinois, Suite 800, Midland, Texas 79701



Legal name of Grantor: Basic Marine Services, Inc.



Address: 500 W. Illinois, Suite 100, Midland, Texas 79701



All names and trade names that the Grantor has used in the last five years: Basic Energy Services
Offshore LLC, and Basic Energy Services Offshore, Inc.



Jurisdiction of organization: Delaware




Organizational number: 3917169





Taxpayer identification number: 20-2274888




Location of chief executive office or sole place of business over the last five years: 500 W.
Illinois, Suite 100, Midland, Texas 79701; 400 W. Illinois, Suite 800, Midland, Texas 79701



Legal name of Grantor: Chaparral Service, Inc.



Address: 500 W. Illinois, Suite 100, Midland, Texas 79701



All names and trade names that the Grantor has used in the last five years: N/A



Jurisdiction of organization: New Mexico



Organizational number: 642181



Taxpayer identification number: 85-0206424



Location of chief executive office or sole place of business over the last five years: 500 W.
Illinois, Suite 100, Midland, Texas 79701; 400 W. Illinois, Suite 800, Midland, Texas 79701; 2404
W. Texas Ave., Eunice, New Mexico 88231



Legal name of Grantor: First Energy Services Company



Address: 500 W. Illinois, Suite 100, Midland, Texas 79701



All names and trade names that the Grantor has used in the last five years:       N/A



Jurisdiction of organization: Delaware



Schedule 3.03
- 3



 









 








Organizational number: 3215172





Taxpayer identification number: 84-1424993




Location of chief executive office or sole place of business over the last five years: 500 W.
Illinois, Suite 100, Midland, Texas 79701; 400 W. Illinois, Suite 800, Midland, Texas 79701



Legal name of Grantor: Globe Well Service, Inc.



Address: 500 W. Illinois, Suite 100, Midland, Texas 79701



All names and trade names that the Grantor has used in the last five years:      N/A



Jurisdiction of organization: Texas




Organizational number:     46471700




Taxpayer identification number: 75-1634275




Location of chief executive office or sole place of business over the last five years: 500 W.
Illinois, Suite 100, Midland, Texas 79701; 400 W. Illinois, Suite 800, Midland, Texas 79701; 101
Mississippi, Big Lake, Texas 76932



Legal name of Grantor: Hennessey Rental Tools, Inc.



Address: 500 W. Illinois, Suite 100, Midland, Texas 79701



All names and trade names that the Grantor has used in the last five years: N/A



Jurisdiction of organization: Oklahoma



Organizational number: 1900529237



Taxpayer identification number: 73-1435063



Location of chief executive office or sole place of business over the last five years: 500 W.
Illinois, Suite 100, Midland, Texas 79701; 400 W. Illinois, Suite 800, Midland, Texas 79701; 10830
S. Oakwood Road, Waukomis, Oklahoma 73773



Legal name of Grantor: JetStar Energy Services, Inc.



Address: 500 W. Illinois, Suite 100, Midland, Texas 79701



All names and trade names that the Grantor has used in the last five years: N/A



Jurisdiction of organization: Texas



Schedule 3.03
- 4




 









 








Organizational number: 800481218



Taxpayer identification number: 68-0605237



Location of chief executive office or sole place of business over the last five years: 500 W.
Illinois, Suite 100, Midland, Texas 79701; 400 W. Illinois, Suite 800, Midland, Texas 79701; 750 N.
St. Paul St., Suite 530, Dallas, Texas 75201



Legal name of Grantor: JetStar Holdings, Inc.



Address: 500 W. Illinois, Suite 100, Midland, Texas 79701



All names and trade names that the Grantor has used in the last five years: N/A



Jurisdiction of organization: Delaware




Organizational number: 3954247




Taxpayer identification number:  74-3144248




Location of chief executive office or sole place of business over the last five years: 500 W.
Illinois, Suite 100, Midland, Texas 79701; 400 W. Illinois, Suite 800, Midland, Texas 79701; 750 N.
St. Paul St., Suite 530, Dallas, Texas 75201



Legal name of Grantor: JS Acquisition LLC



Address: 500 W. Illinois, Suite 100, Midland, Texas 79701



All names and trade names that the Grantor has used in the last five years: Jetstar Consolidated
Holdings, Inc.



Jurisdiction of organization: Delaware



Organizational number: 4278935



Taxpayer identification number:  26-2529500



Location of chief executive office or sole place of business over the last five years: 500 W.
Illinois, Suite 100, Midland, Texas 79701; 400 W. Illinois, Suite 800, Midland, Texas 79701



Legal name of Grantor: LeBus Oil Field Service Co.



Address: 500 W. Illinois, Suite 100, Midland, Texas 79701



All names and trade names that the Grantor has used in the last five years: N/A



Schedule 3.03
- 5



 









 







Jurisdiction of organization: Texas



Organizational number: 77931600



Taxpayer identification number: 75-2073125



Location of chief executive office or sole place of business over the last five years: 500 W.
Illinois, Suite 100, Midland, Texas 79701; 400 W. Illinois, Suite 800, Midland, Texas 79701; PO Box
550, Overton, Texas 75684



Legal name of Grantor: Oilwell Fracturing Services, Inc.



Address: 500 W. Illinois, Suite 100, Midland, Texas 79701



All names and trade names that the Grantor has used in the last five years: N/A



Jurisdiction of organization: Oklahoma



Organizational number: 1900377946



Taxpayer identification number: 73-1142826



Location of chief executive office or sole place of business over the last five years: 500 W.
Illinois, Suite 100, Midland, Texas 79701; 400 W. Illinois, Suite 800, Midland, Texas 79701; 1020
N. Linwood, Cushing, Oklahoma 74023



Legal name of Grantor: Permian Plaza, LLC



Address: 500 W. Illinois, Suite 100, Midland, Texas 79701



All names and trade names that the Grantor has used in the last five years: N/A



Jurisdiction of organization: Texas



Organizational number: 800859993



Taxpayer identification number: 26-0753425



Location of chief executive office or sole place of business over the last five years: 500 W.
Illinois, Suite 100, Midland, Texas 79701; 400 W. Illinois, Suite 800, Midland, Texas 79701




Schedule 3.03 - 6









 








Legal name of Grantor: SCH Disposal, L.L.C.



Address: 500 W. Illinois, Suite 100, Midland, Texas 79701



All names and trade names that the Grantor has used in the last five years: N/A



Jurisdiction of organization: Texas



Organizational number: 704317322



Taxpayer identification number: 75-2788335



Location of chief executive office or sole place of business over the last five years: 500 W.
Illinois, Suite 100, Midland, Texas 79701; 400 W. Illinois, Suite 800, Midland, Texas 79701; 101
Mississippi, Big Lake, Texas 76932



Legal name of Grantor: Sledge Drilling Corp.



Address:  500 W. Illinois, Suite 100, Midland, Texas 79701



All names and trade names that the Grantor has used in the last five years: N/A



Jurisdiction of organization: Texas



Organizational number: 800575730



Taxpayer identification number: 20-4223140



Location of chief executive office or sole place of business over the last five years: 500 W.
Illinois, Suite 100, Midland, Texas 79701; 400 W. Illinois, Suite 800, Midland, Texas 79701; 408 W.
Wall, Midland, Texas 79701



Legal name of Grantor: Wildhorse Services, Inc.



Address: 500 W. Illinois, Suite 100, Midland, Texas 79701



All names and trade names that the Grantor has used in the last five years: Wick Co., Inc.



Jurisdiction of organization: Oklahoma



Organizational number: 1900694769



Taxpayer identification number: 06-1641442




Shedule 3.03 - 7









 








Location of chief executive office or sole place of business over the last five years: 500 W.
Illinois, Suite 100, Midland, Texas 79701; 400 W. Illinois, Suite 800, Midland, Texas 79701; 6020
Oklahoma Ave., Woodward, Oklahoma 73801



Legal name of Grantor: XTERRA Fishing & Rental Tools Co.



Address: 500 W. Illinois, Suite 100, Midland, Texas 79701



All names and trade names that the Grantor has used in the last five years:  N/A



Jurisdiction of organization: Texas



Organizational number: 158550700



Taxpayer identification number: 76-0647818



Location of chief executive office or sole place of business over the last five years: 500 W.
Illinois, Suite 100, Midland, Texas 79701; 400 W. Illinois, Suite 800, Midland, Texas 79701; 2900
East I-20, Odessa, Texas 79766




Schedule 3.03 - 8









 









Schedule 3.05

Location of Equipment




See attached.




Schedule 3.05
- 1









 





Schedule 3.05

Location of Equipment




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Plant	 	Name	 	Number	 	Street	 	City	 	County	 	Postl Code	 	ST
	101

	 	Basic Energy Services
	 	 	500	 	 	West Illinois
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	103

	 	Basic Energy Services
	 	 	500	 	 	West Illinois
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	104

	 	Basic Energy Services
	 	 	500	 	 	West Illinois
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	105

	 	Basic Energy Services
	 	 	500	 	 	West Illinois
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	106

	 	Basic Energy Services
	 	 	5805	 	 	East Hwy 80
	 	Midland
	 	Midland
	 	 	79706	 	 	TX
	107

	 	Maint. Yard Midland
	 	 	5805	 	 	East Hwy 80
	 	Midland
	 	Midland
	 	 	79706	 	 	TX
	108

	 	Basic Energy Services
	 	 	500	 	 	West Illinois
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	109

	 	Basic Energy Services
	 	 	7744	 	 	US 87 North
	 	San Angelo
	 	Tom Green
	 	 	76901	 	 	TX
	110

	 	Basic Energy Services
	 	 	500	 	 	West Illinois
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	111

	 	Basic Energy Services
	 	 	5805	 	 	East Hwy 80
	 	Midland
	 	Midland
	 	 	79706	 	 	TX
	112

	 	Basic Energy Services
	 	 	500	 	 	West Illinois
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	114

	 	Basic Energy Services
	 	 	500	 	 	West Illinois
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	115

	 	Basic Energy Services
	 	 	500	 	 	West Illinois
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	116

	 	Basic Energy Services
	 	 	500	 	 	West Illinois
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	117

	 	Basic Energy Services
	 	 	500	 	 	West Illinois
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	118

	 	Basic Energy Services
	 	 	500	 	 	West Illinois
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	119

	 	Basic Energy Services
	 	 	500	 	 	West Illinois
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	120

	 	Basic Energy Services
	 	 	500	 	 	West Illinois
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	121

	 	Basic Energy Services
	 	 	511	 	 	West Ohio
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	122

	 	Basic Energy Services
	 	 	600	 	 	West Illinois
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	123

	 	Basic Energy Services
	 	 	600	 	 	West Illinois
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	124

	 	Basic Energy Services
	 	 	500	 	 	West Illinois
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	125

	 	Basic Energy Services
	 	 	500	 	 	West Illinois
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	126

	 	Basic Energy Services
	 	 	500	 	 	West Illinois
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	127

	 	Basic Energy Services
	 	 	5805	 	 	East Hwy 80
	 	Midland
	 	Midland
	 	 	79706	 	 	TX
	1000

	 	Basic Energy Services
	 	 	400	 	 	West Illinois Suite 800
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	1101

	 	RM Region Office
	 	 	607	 	 	25 Road, Suite 200
	 	Grand Junction
	 	Mesa
	 	 	81505	 	 	CO
	1102

	 	RM Saftey
	 	 	607	 	 	25 Road, Suite 200
	 	Grand Junction
	 	Mesa
	 	 	81505	 	 	CO
	1103

	 	RM Marketing
	 	 	607	 	 	25 Road, Suite 200
	 	Grand Junction
	 	Mesa
	 	 	81505	 	 	CO
	1104

	 	Farmington
	 	 	6121	 	 	Highway 64
	 	Bloomfield
	 	San Juan
	 	 	87413	 	 	NM
	1106

	 	Rangely
	 	 	2603	 	 	East Main Street
	 	Rangely
	 	Rio Blanco
	 	 	81648	 	 	CO
	1107

	 	Vernal
	 	 	1080	 	 	East Hwy 40, Suite A
	 	Vernal
	 	Uintah
	 	 	84078	 	 	UT
	1201

	 	NPB Region Office
	 	 	2204	 	 	Gregg St
	 	Big Spring
	 	Howard
	 	 	79720	 	 	TX
	1202

	 	NPB Safety
	 	 	2204	 	 	Gregg St
	 	Big Spring
	 	Howard
	 	 	79720	 	 	TX
	1203

	 	NPB Marketing
	 	 	2204	 	 	Gregg St
	 	Big Spring
	 	Howard
	 	 	79720	 	 	TX
	1204

	 	Andrews
	 	 	2130	 	 	South Highway 385
	 	Andrews
	 	Andrews
	 	 	79714	 	 	TX
	1205

	 	Big Spring
	 	 	2206	 	 	North Highway 87
	 	Big Spring
	 	Howard
	 	 	79720	 	 	TX
	1206

	 	Carlsbad
	 	 	2008	 	 	E. Orchard Lane
	 	Carlsbad
	 	Eddy
	 	 	88220	 	 	NM
















 




Schedule 3.05

Location of Equipment




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Plant	 	Name	 	Number	 	Street	 	City	 	County	 	Postl Code	 	ST
	1207

	 	Denver City
	 	 	1171	 	 	State Highway 83
	 	Denver City
	 	Yoakum
	 	 	79323	 	 	TX
	1208

	 	Eunice
	 	 	2404	 	 	W. Texas Ave
	 	Eunice
	 	Lea
	 	 	88231	 	 	NM
	1209

	 	Hobbs
	 	 	3503	 	 	Industrial Drive
	 	Hobbs
	 	Lea
	 	 	88240	 	 	NM
	1210

	 	Levelland
	 	 	2045	 	 	West State Road #300
	 	Levelland
	 	Hockley
	 	 	79336	 	 	TX
	1211

	 	Seminole
	 	 	 	 	 	2-1/2 Mile West Highway 180
	 	Seminole
	 	Gaines
	 	 	79360	 	 	TX
	1212

	 	Snyder
	 	 	304	 	 	North College Avenue
	 	Snyder
	 	Scurry
	 	 	79549	 	 	TX
	1213

	 	Loco Hills
	 	 	132952	 	 	Lovington Hwy
	 	Artesia
	 	Eddy
	 	 	88210	 	 	NM
	1216

	 	Northern Permian Fluid Sales
	 	 	511	 	 	West Ohio Ave, Suite 110
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	1301

	 	S PB Region Office
	 	 	1330	 	 	East 8th St, Suite 315
	 	Odessa
	 	Ector
	 	 	79761	 	 	TX
	1302

	 	SPB Saftey
	 	 	1330	 	 	East 8th St, Suite 315
	 	Odessa
	 	Ector
	 	 	79761	 	 	TX
	1303

	 	SPB Marketing
	 	 	1330	 	 	East 8th St, Suite 315
	 	Odessa
	 	Ector
	 	 	79761	 	 	TX
	1304

	 	Artesia
	 	 	11383	 	 	Lovington Highway
	 	Artesia
	 	Eddy
	 	 	88210	 	 	NM
	1305

	 	Big Lake
	 	 	101	 	 	North Mississippi
	 	Big Lake
	 	Reagan
	 	 	76932	 	 	TX
	1306

	 	Crane
	 	 	898	 	 	North Highway 385
	 	Crane
	 	Crane
	 	 	79731	 	 	TX
	1307

	 	Fluid Sales
	 	 	511	 	 	W. Ohio, Suite 110
	 	Midland
	 	Midland
	 	 	79702	 	 	TX
	1309

	 	Kermit
	 	 	312	 	 	East Highway 302
	 	Kermit
	 	Winkler
	 	 	79745	 	 	TX
	1310

	 	Midland
	 	 	2700	 	 	East I-20
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	1311

	 	Odessa
	 	 	3301	 	 	North FM 1936
	 	Odessa
	 	Ector
	 	 	79764	 	 	TX
	1312

	 	Midland Plugging Operations
	 	 	1110	 	 	West County Rd 114
	 	Midland
	 	Midland
	 	 	79706	 	 	TX
	1313

	 	Fort Stockton
	 	 	566	 	 	W 48 Lane
	 	Fort Stockton
	 	Pecos
	 	 	79735	 	 	TX
	1401

	 	ALT Region Office
	 	 	3400	 	 	W. Marshall Ave.
	 	Longview
	 	Gregg
	 	 	75604	 	 	TX
	1402

	 	ALT Saftey
	 	 	3400	 	 	W. Marshall Ave.
	 	Longview
	 	Gregg
	 	 	75604	 	 	TX
	1403

	 	ALT Marketing
	 	 	3400	 	 	W. Marshall Ave.
	 	Longview
	 	Gregg
	 	 	75604	 	 	TX
	1404

	 	West ALT District
	 	 	3400	 	 	W. Marshall Ave.
	 	Longview
	 	Gregg
	 	 	75604	 	 	TX
	1405

	 	Kilgore
	 	 	6308	 	 	Highway 42 North
	 	Kilgore
	 	Gregg
	 	 	75662	 	 	TX
	1406

	 	Minden
	 	 	105	 	 	Swid Drive
	 	Sibley
	 	Webster
	 	 	71073	 	 	LA
	1407

	 	Palestine
	 	 	1970	 	 	Hwy 84 East
	 	Palestine
	 	Anderson
	 	 	75801	 	 	TX
	1408

	 	Talco
	 	 	8936	 	 	FM 71 East
	 	Talco
	 	Titus
	 	 	75487	 	 	TX
	1409

	 	Gulf Coast ALT District
	 	 	3400	 	 	W. Marshall Ave.
	 	Longview
	 	Gregg
	 	 	75604	 	 	TX
	1450

	 	East ALT District
	 	 	3400	 	 	W. Marshall Ave.
	 	Longview
	 	Gregg
	 	 	75604	 	 	TX
	1451

	 	Deberry
	 	 	1723	 	 	FM 31N
	 	De Berry
	 	Panola
	 	 	75639	 	 	TX
	1453

	 	Overton
	 	 	1995	 	 	State Hwy 42 S
	 	Overton
	 	Rusk
	 	 	75684	 	 	TX
	1454

	 	Tenaha
	 	 	724	 	 	Highway 84 E
	 	Tenaha
	 	Shelby
	 	 	75974	 	 	TX
	1455

	 	Beaumont
	 	 	9045	 	 	Hwy 124
	 	Beaumont
	 	Jefferson
	 	 	77705	 	 	TX
	1456

	 	Dayton
	 	 	1705	 	 	Hwy 146 South
	 	Dayton
	 	Liberty
	 	 	77535	 	 	TX
	1457

	 	Alvin
	 	 	9111	 	 	Hwy 35
	 	Liverpool
	 	Brazoria
	 	 	77577	 	 	TX
	1458

	 	Nacogdoches
	 	 	12975	 	 	North US Hwy 59
	 	Nacogdoches
	 	Nacogdoches
	 	 	75965	 	 	TX
	1459

	 	Teague
	 	 	108	 	 	FM 533
	 	Teague
	 	Freestone
	 	 	75860	 	 	TX
	1460

	 	South ALT District
	 	 	3400	 	 	W. Marshall Ave.
	 	Longview
	 	Gregg
	 	 	75604	 	 	TX
















 




Schedule 3.05

Location of Equipment




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Plant	 	Name	 	Number	 	Street	 	City	 	County	 	Postl Code	 	ST
	1462

	 	Franklin
	 	 	6148	 	 	N FM 46
	 	Franklin
	 	Robertson
	 	 	77856	 	 	TX
	1501

	 	GC Region Office
	 	 	5606	 	 	N Navarro, Suite-306
	 	Victoria
	 	Victoria
	 	 	77904	 	 	TX
	1502

	 	GC Saftey
	 	 	5606	 	 	N Navarro, Suite-306
	 	Victoria
	 	Victoria
	 	 	77904	 	 	TX
	1503

	 	GC Marketing
	 	 	5606	 	 	N Navarro, Suite-306
	 	Victoria
	 	Victoria
	 	 	77904	 	 	TX
	1505

	 	Alice
	 	 	6089	 	 	E Hwy 44
	 	Alice
	 	Jim Wells
	 	 	78333	 	 	TX
	1506

	 	Beeville
	 	 	4638	 	 	Fish Lane
	 	Beeville
	 	Bee
	 	 	78102	 	 	TX
	1507

	 	Katy
	 	 	5351	 	 	First Street, Suite A
	 	Katy
	 	Fort Bend
	 	 	77493	 	 	TX
	1508

	 	Pearsall
	 	 	2180	 	 	IH 35 South
	 	Pearsall
	 	Frio
	 	 	78061	 	 	TX
	1551

	 	Ganado
	 	 	1275	 	 	State Hwy 172
	 	Ganado
	 	Jackson
	 	 	77962	 	 	TX
	1552

	 	Halletsville
	 	 	2587	 	 	US Hwy 77 South
	 	HALLETTSVILLE
	 	Lavaca
	 	 	77964	 	 	TX
	1553

	 	Kenedy
	 	 	318	 	 	Industrial Blvd
	 	Kenedy
	 	Karnes
	 	 	78119	 	 	TX
	1554

	 	LaGloria
	 	 	5101	 	 	FM 1017
	 	San Isidro
	 	Starr
	 	 	78588	 	 	TX
	1555

	 	Premont
	 	 	1104	 	 	FM 716
	 	Premont
	 	Jim Wells
	 	 	78375	 	 	TX
	1556

	 	Refugio
	 	 	1207	 	 	Swift Street
	 	Refugio
	 	Refugio
	 	 	78377	 	 	TX
	1557

	 	Zapata
	 	 	810	 	 	W on FM 496
	 	Zapata
	 	Zapata
	 	 	78076	 	 	TX
	1601

	 	MC Region Office
	 	 	804	 	 	S. Mustang Rd.
	 	Yukon
	 	Canadian
	 	 	73099	 	 	OK
	1602

	 	MC Saftey
	 	 	804	 	 	S. Mustang Rd.
	 	Yukon
	 	Canadian
	 	 	73099	 	 	OK
	1603

	 	MC Marketing
	 	 	804	 	 	S. Mustang Rd.
	 	Yukon
	 	Canadian
	 	 	73099	 	 	OK
	1604

	 	MC Region
	 	 	804	 	 	S. Mustang Rd.
	 	Yukon
	 	Canadian
	 	 	73099	 	 	OK
	1605

	 	Abilene
	 	 	4488	 	 	Newman Road East I-20
	 	Abilene
	 	Taylor
	 	 	79608	 	 	TX
	1606

	 	Bridgeport
	 	 	1102	 	 	Brush Street
	 	Bridgeport
	 	Wise
	 	 	76426	 	 	TX
	1607

	 	Graham
	 	 	3026	 	 	Highway 16 South
	 	Graham
	 	Young
	 	 	76450	 	 	TX
	1608

	 	Sweetwater
	 	 	2306	 	 	East Broadway
	 	Sweetwater
	 	Nolan
	 	 	79556	 	 	TX
	1609

	 	Aspermont
	 	 	1649	 	 	South Broadway
	 	Aspermont
	 	Stonewall
	 	 	79502	 	 	TX
	1610

	 	Knox City
	 	 	100	 	 	N. Birch
	 	Knox City
	 	Knox
	 	 	79529	 	 	TX
	1611

	 	El Reno
	 	 	2424	 	 	East Hwy 66
	 	El Reno
	 	Canadian
	 	 	73036	 	 	OK
	1612

	 	Lindsay
	 	 	401	 	 	SE 4th
	 	Lindsay
	 	Garvin
	 	 	73052	 	 	OK
	1613

	 	Velma
	 	 	 	 	 	Hwy 7 Alma Road
	 	Velma
	 	Stephens
	 	 	73491	 	 	OK
	1614

	 	Woodward
	 	 	500	 	 	East Oklahoma
	 	Woodward
	 	Woodward
	 	 	73801	 	 	OK
	1615

	 	Lindsay Fluid Services
	 	 	301	 	 	E. Pawnee
	 	Lindsay
	 	Garvin
	 	 	73052	 	 	OK
	1616

	 	Jacksboro
	 	 	1595	 	 	Hwy 281 South
	 	Jacksboro
	 	Jack
	 	 	76458	 	 	TX
	1617

	 	Cleburne
	 	 	2005	 	 	S. Main
	 	Cleburne
	 	Johnson
	 	 	76033	 	 	TX
	1618

	 	Enid
	 	 	 	 	 	Hwy 60
	 	Fairview
	 	Major
	 	 	73737	 	 	OK
	1701

	 	PP&WL Region Office
	 	 	14902	 	 	IH-20
	 	Cisco
	 	Eastland
	 	 	76437	 	 	TX
	1702

	 	PP&WL Saftey
	 	 	14902	 	 	IH-20
	 	Cisco
	 	Eastland
	 	 	76437	 	 	TX
	1703

	 	PP&WL Marketing
	 	 	14902	 	 	IH-20
	 	Cisco
	 	Eastland
	 	 	76437	 	 	TX
	1704

	 	Maint. Yard Cisco
	 	 	14902	 	 	IH-20
	 	Cisco
	 	Eastland
	 	 	76437	 	 	TX
	1705

	 	Albany
	 	 	5690	 	 	Hwy 180 East
	 	Albany
	 	Shackelford
	 	 	76430	 	 	TX
	1706

	 	Cisco
	 	 	14902	 	 	IH-20
	 	Cisco
	 	Eastland
	 	 	76437	 	 	TX
















 




Schedule 3.05

Location of Equipment




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Plant	 	Name	 	Number	 	Street	 	City	 	County	 	Postl Code	 	ST
	1707

	 	Graham
	 	 	1100	 	 	Dresser Street
	 	Graham
	 	Young
	 	 	76450	 	 	TX
	1708

	 	BASiC Wireline — Albany
	 	 	9555	 	 	US Hwy 283 South
	 	Albany
	 	Shackelford
	 	 	76430	 	 	TX
	1709

	 	BASiC Wireline — Granbury
	 	 	8500	 	 	Silver Spur Court
	 	Cresson
	 	Hood
	 	 	76035	 	 	TX
	1710

	 	Electra
	 	 	1300	 	 	S. Bailey
	 	Electra
	 	Wichita
	 	 	76360	 	 	TX
	1711

	 	Knox City
	 	 	211	 	 	W. Main
	 	Knox City
	 	Knox
	 	 	79529	 	 	TX
	1712

	 	Cushing
	 	 	1020	 	 	North Linwood
	 	Cushing
	 	Payne
	 	 	74023-1346	 	 	OK
	1713

	 	El Dorado
	 	 	339	 	 	Industrial Road
	 	El Dorado
	 	Union
	 	 	71730	 	 	AR
	1714

	 	Longview
	 	 	9674	 	 	Highway 149
	 	Longview
	 	Gregg
	 	 	75603	 	 	TX
	1715

	 	Gainesville
	 	 	479	 	 	FM 1630
	 	Gainesville
	 	Cooke
	 	 	76240	 	 	TX
	1716

	 	Jacksboro
	 	 	213	 	 	FM 4
	 	Jacksboro
	 	Jack
	 	 	76458	 	 	TX
	1717

	 	Liberal
	 	 	1700	 	 	S. County Estates Rd.
	 	Liberal
	 	Seward
	 	 	67901	 	 	KS
	1718

	 	Pratt
	 	 	10244	 	 	NE Hwy 61
	 	Pratt
	 	Pratt
	 	 	67124	 	 	KS
	1719

	 	Gillette
	 	 	24	 	 	Union Chapel Road
	 	Gillette
	 	Campbell
	 	 	82718	 	 	WY
	1720

	 	Fairview
	 	 	 	 	 	Hwy 60 & State Rd. Junction,
	 	Fairview
	 	Major
	 	 	73737	 	 	OK
	1721

	 	Midland, PP&WL
	 	 	1110	 	 	West County Road 114
	 	Midland
	 	Midland
	 	 	79706	 	 	TX
	1804

	 	Greeley
	 	 	695	 	 	Cherry Avenue
	 	Greeley
	 	Weld
	 	 	80631	 	 	CO
	1805

	 	Belfield
	 	 	3308	 	 	Hwy 85 North
	 	Belfield
	 	Stark
	 	 	58622	 	 	ND
	1806

	 	Williston
	 	 	14082	 	 	West Front Street
	 	Williston
	 	Williams
	 	 	58801	 	 	ND
	1807

	 	Glendive
	 	 	1212	 	 	South Merrill Avenue
	 	Glendive
	 	Dawson
	 	 	59330	 	 	MT
	1808

	 	Sidney
	 	 	35302	 	 	County Road 130
	 	Sidney
	 	Richland
	 	 	59270	 	 	MT
	1809

	 	Gillette
	 	 	24	 	 	Union Chapel Road
	 	Gillette
	 	Campbell
	 	 	82718	 	 	WY
	1810

	 	Casper
	 	 	2140	 	 	North 7 Mile Road
	 	Casper
	 	Natrona
	 	 	82604	 	 	WY
	1811

	 	La Barge
	 	 	333	 	 	North Main Street
	 	La Barge
	 	Lincoln
	 	 	83123	 	 	WY
	1812

	 	Rock Springs
	 	 	360	 	 	Signal Drive
	 	Rock Springs
	 	Sweetwater
	 	 	82901	 	 	WY
	1813

	 	Wamsutter
	 	 	512	 	 	Riner Avenue
	 	Wamsutter
	 	Sweetwater
	 	 	82336	 	 	WY
	1901

	 	RAFT Region Office
	 	 	511	 	 	W. Ohio, Suite 401
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	1902

	 	RAFT Saftey
	 	 	511	 	 	W. Ohio, Suite 401
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	1903

	 	RAFT Marketing
	 	 	511	 	 	W. Ohio, Suite 401
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	1904

	 	Abilene, TX — Tool
	 	 	2249	 	 	S. Treadaway
	 	Abilene
	 	Taylor
	 	 	79602	 	 	TX
	1905

	 	Andrews, TX — Tool
	 	 	510	 	 	N.W. Mustang Drive
	 	Andrews
	 	Andrews
	 	 	79714	 	 	TX
	1906

	 	Artesia, NM — Tool
	 	 	301	 	 	Commerce Street
	 	Artesia
	 	Eddy
	 	 	88211	 	 	NM
	1907

	 	Big Spring, TX — Tool
	 	 	2008	 	 	West I-20
	 	Big Spring
	 	Howard
	 	 	79720	 	 	TX
	1908

	 	Breckenridge, TX — Tool
	 	 	3433	 	 	West Walker
	 	Breckenridge
	 	Stephens
	 	 	76424	 	 	TX
	1909

	 	Bridgeport, TX — Tool
	 	 	2103	 	 	Hwy 114
	 	Bridgeport
	 	Wise
	 	 	76426	 	 	TX
	1910

	 	Cleburne, TX — Tool
	 	 	210	 	 	Kimberly
	 	Cleburne
	 	Johnson
	 	 	76031	 	 	TX
	1911

	 	Fort Lupton, CO — Tool
	 	 	1632	 	 	Denver Avenue
	 	Fort Lupton
	 	Weld
	 	 	80621	 	 	CO
	1912

	 	Hobbs, NM — Tool
	 	 	4710	 	 	W. Carlsbad Hwy
	 	Hobbs
	 	Lea
	 	 	88240	 	 	NM
	1913

	 	Knox City, TX — Tool
	 	 	 	 	 	Hwy 6 North
	 	Knox City
	 	Knox
	 	 	79529	 	 	TX
	1914

	 	Midland, TX — Tool
	 	 	5509	 	 	South County Road 1185
	 	Midland
	 	Midland
	 	 	79702	 	 	TX
















 




Schedule 3.05

Location of Equipment




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Plant	 	Name	 	Number	 	Street	 	City	 	County	 	Postl Code	 	ST
	1915

	 	Odessa, TX — Tool
	 	 	2900	 	 	East I-20
	 	Odessa
	 	Ector
	 	 	79766	 	 	TX
	1916

	 	Perryton, TX — Tool
	 	 	422	 	 	Industrial Road
	 	Perryton
	 	Ochiltree
	 	 	79070	 	 	TX
	1917

	 	San Angelo, TX — Tool
	 	 	4652	 	 	S. Chadbourne
	 	San Angelo
	 	Tom Green
	 	 	76903	 	 	TX
	1918

	 	Snyder, TX — Tool
	 	 	213	 	 	N. College
	 	Snyder
	 	Scurry
	 	 	79549	 	 	TX
	1919

	 	Sonora, TX — Tool
	 	 	603	 	 	N. Crockett
	 	Sonora
	 	Sutton
	 	 	76950	 	 	TX
	1920

	 	Velma, OK — Tool
	 	 	1407	 	 	Old Hwy 7
	 	Velma
	 	Stephens
	 	 	73491	 	 	OK
	1921

	 	Waukomis, OK — Tool
	 	 	10830	 	 	South Oakwood Rd
	 	Waukomis
	 	Garfield
	 	 	73773	 	 	OK
	1922

	 	Woodward, OK — Tool
	 	 	6020	 	 	Oklahoma Ave
	 	Woodward
	 	Woodward
	 	 	73801	 	 	OK
	1923

	 	Hobbs, NM — Machine Shop
	 	 	3600	 	 	NW County Road
	 	Hobbs
	 	Lea
	 	 	88241	 	 	NM
	1924

	 	RAFT Maintenance
	 	 	3433	 	 	West Walker
	 	Breckenridge
	 	Stephens
	 	 	76424	 	 	TX
	1925

	 	RAFT Maintenance
	 	 	6121	 	 	Hwy 64
	 	Bloomfield
	 	San Juan
	 	 	87413	 	 	NM
	1926

	 	Grand Junction — Tool
	 	 	2466	 	 	Industrial Blvd
	 	Grand Junction
	 	Mesa
	 	 	81505	 	 	CO
	2000

	 	Basic Marine Services
	 	 	400	 	 	West Illinois Suite 800
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	2004

	 	Houma
	 	 	214	 	 	Industrial Ave B
	 	Houma
	 	Terrebonne
	 	 	70363	 	 	LA
	3001

	 	CD Region Office
	 	 	511	 	 	W. Ohio, Suite 405
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	3002

	 	CD Saftey
	 	 	511	 	 	W. Ohio, Suite 405
	 	Midland
	 	Midland
	 	 	79701	 	 	TX
	3003

	 	CD Marketing
	 	 	511	 	 	W. Ohio, Suite 405
	 	Midland
	 	Midland
	 	 	79701	 	 	TX



















 









Schedule 3.08


Intellectual Property




Copyrights and Copyright Licenses: None




Patents and Patent Licenses: None




Trademarks and Trademark Licenses:




Basic
Serial No. 78493425
Date: October 1, 2004




Jetstar Energy Services
Reg No. 3,367,639
Date: January 15, 2008





Schedule 3.08









 









Schedule 7.02




Notice
Address of Each Grantor



The notice address for each Grantor is as follows:




Basic Energy Services, Inc.

500 W. Illinois, Suite 100

Midland, Texas 79701

Attention: Chief Financial Officer

Tel: (432) 620-5500

Fax: (432) 620-5501




with copy to:




Andrews Kurth LLP

600 Travis, Suite 4200

Houston, Texas 77002

Attention: David C. Buck, Esq.

Tel: (713) 220-4200

Fax: (713) 220-4285







Schedule 7.02