First Amendment to Loan and Security Agreement


 Exhibit 10.1 
 [EXECUTION FINAL] 
 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

 THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of
December 13, 2011, by and among FORBES ENERGY SERVICES LLC, a limited liability company formed under the laws of the State of Delaware (“Energy Services”), TX ENERGY SERVICES, LLC, a limited liability company formed under the
laws of the State of Delaware (“TX Energy”), C.C. FORBES, LLC, a limited liability company formed under the laws of the State of Delaware (“C.C.”), SUPERIOR TUBING TESTERS, LLC, a limited liability company formed
under the laws of the State of Delaware (“Tubing”), and FORBES ENERGY INTERNATIONAL, LLC, a limited liability company formed under the laws of the State of Delaware (“International”; and together with Energy
Services, TX Energy, C.C., Tubing, each a “Borrower” and collectively, the “Borrowers”), FORBES ENERGY SERVICES LTD., a Texas corporation (“Parent” or “Guarantor”), the lenders
party thereto (each a “Lender” and collectively, the “Lenders”) and REGIONS BANK, an Alabama bank organized under the laws of the State of Alabama (in its individual capacity, “Regions”), as agent
for Lenders (Regions, in such capacity, the “Agent”) for Secured Parties (as hereinafter defined). 

R E C I T A L S: 

WHEREAS, the Borrowers, the Guarantor, the Lenders and the Agent entered into that certain Loan and Security Agreement, dated
September 9, 2011 (the “Loan Agreement”); 
 WHEREAS, the Borrowers, the Guarantor, the Required Lenders
and the Agent desire to amend certain terms and provisions of the Loan Agreement; 
 A G R E
E M E N T: 
 NOW, THEREFORE, in consideration of the terms and provisions of this
Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 
 1. Existing Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Loan Agreement. 

2. Additional Definitions. As used herein, the following terms shall have the meanings given to them below and
Section 1 of the Loan Agreement is hereby amended to include, in addition and not in limitation, the following definitions: 

“First Amendment” shall mean First Amendment to Loan and Security Agreement, dated as of December 13, 2011, by and among
Borrowers, Guarantor, Agent and Lenders, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. 






 “First Amendment Effective Date” shall mean the date on which all conditions
precedent to the effectiveness of First Amendment, as set forth in Section 5 of the First Amendment, have been satisfied in full, as determined by Agent. 
 “Permitted Fixed Asset Financing” shall mean any Indebtedness permitted pursuant to Section 7.8(b). 
 3. Amendments to the Loan Agreement. Effective as of the First Amendment Effective Date, the Loan Agreement is hereby amended as set forth below: 

(a) Change of Control. The definition of “Change of Control” set forth in Section 1 of the Loan
Agreement is hereby amended by deleting the last sentence therefrom and after giving effect to such deletion, the definition of “Change of Control” shall read as follows: 

““Change of Control” shall mean the occurrence of any event (whether in one or more transactions) which results in
(a) the transfer (in one transaction or a series of transactions) of all or substantially all of the assets of Parent to any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act), other than as may be permitted in
this Agreement; (b) the acquisition by any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act) other than any one or more of the Permitted Holders, of more than fifty (50%) percent of beneficial ownership,
directly or indirectly, of the voting power of the total outstanding voting Equity Interests of Parent; or (c) a “Change of Control” or other similar event shall occur under, and as defined in, the Senior Unsecured Notes
Documents.” 
 (b) Permitted Encumbrances in Connection with Permitted Fixed Asset Financing.
Subsection (f) of the definition of “Permitted Encumbrances” set forth in Section 1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows: 

“Liens placed upon fixed assets hereafter acquired (including, without limitation, fixed assets leased pursuant to a Capital Lease or
other similar leasing arrangement) by any Loan Party or any Subsidiary to secure a portion of the purchase price or financing thereof; provided, that, (i) any such Lien shall not encumber any property of Loan Parties or their
Subsidiaries other than the fixed assets so purchased or financed, modifications and additions to such fixed assets, contracts, subleases with respect thereto and proceeds thereof (including insurance proceeds), and (ii) the aggregate amount
secured by such Liens shall not exceed the applicable amount provided for in Section 7.8(b);” 






 (c) Perfection of Security Interest. Section 4.2(a) of the Loan
Agreement is hereby amended and restated in its entirety to read as follows: 
 “Except as set forth herein,
each Loan Party shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s Lien in the Collateral to the extent required
by this Agreement or any Other Documents. Without limiting the generality of the foregoing, in the case of each item of Well Services Equipment consisting of titled motor vehicles, each Loan Party shall (i) promptly after acquiring such title,
arrange for the notation of Agent’s first priority Lien thereon and, if requested by Agent, shall provide Agent with evidence reasonably satisfactory to Agent that such title has been submitted to the applicable state motor vehicle department
(or equivalent state Governing Body), and (ii) after such Loan Party shall have received such title noting Agent’s first priority Lien thereon, shall promptly deliver such title to Agent or, at Agent’s direction, to the Title Agent.
Notwithstanding the foregoing, (A) Loan Parties shall not be required to deliver titles to Agent or Title Agent, or arrange for the notation of Agent’s first priority Lien on such titles, with respect to (1) light duty pickup trucks,
passenger cars and smaller trailers except upon Agent’s request, which request may be made by Agent, in its sole discretion, at any time following the Closing Date, or (2) titled motor vehicles which are financed or subject to a Capital
Lease as Permitted Fixed Asset Financing and are secured by Permitted Liens set forth in subsection (f) of the definition of Permitted Encumbrances, and so long as the applicable agreements governing any Permitted Fixed Asset Financing permit
the notation of Agent’s second priority Lien on the titled motor vehicles which are subject to such Permitted Fixed Asset Financing, then the Loan Parties shall arrange for the notation of Agent’s second priority Lien (and not a first
priority Lien) on the titles to such motor vehicles, provided, that, Loan Parties shall be required to deliver titles to Agent or Title Agent and arrange for the notation of Agent’s first priority Lien thereon with respect to
titled motor vehicles described in this clause (A)(2) promptly after the financing or Capital Lease with respect thereto has been paid and satisfied in full, other than as a result of a refinancing thereof permitted by Section 7.8(b), and
(B) Agent’s Lien on any titled motor vehicles which are subject to a Permitted Fixed Asset Financing shall be subject to the senior and prior Lien thereon held by the Person who has provided the Permitted Fixed Asset Financing with respect
to such titled motor vehicles. All titles for such Well Services Equipment consisting of titled motor vehicles (except as provided above) will be held in the possession of Agent or its bailee, for the benefit of Agent.” 

(d) Ownership and Location of Collateral. Section 4.4(a) of the Loan Agreement is hereby amended and restated
in its entirety to read as follows: 
 “At the time the Collateral becomes subject to Agent’s Lien, each Loan Party
shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority Lien (subject to Permitted Encumbrances) in each and every item of its respective Collateral to







 
Agent; and the Collateral shall be free and clear of all Liens and encumbrances whatsoever, except for (i) Permitted Encumbrances, and (ii) in the case of Collateral acquired by a Loan
Party pursuant to a Capital Lease, so long as such Capital Lease remains in effect, any restrictions with respect to the sale, transfer, pledge of and/or grant of a Lien in such Collateral as may be set forth in such Capital Lease.” 

(e) Insurance. Section 4.10 of the Loan Agreement is hereby amended and restated in its entirety to read as
follows: 
 “Each Loan Party shall bear the full risk of any loss of any nature whatsoever with respect to the Collateral.
At each Loan Party’s own cost and expense, each Loan Party shall, and shall cause each of its Subsidiaries to, maintain insurance in amounts, types and with carriers in each case acceptable to Agent; provided, that, the Loan Parties’
present insurance coverage and coverage reasonably consistent with that coverage existing on the date hereof shall be considered acceptable by Agent. Without limiting the foregoing, each Loan Party shall, and shall cause each of its Subsidiaries to,
(a) keep all its insurable properties insured against the hazards of fire, flood, those hazards covered by extended coverage insurance and such other hazards, and for such amounts, not less than as is customary in the case of companies engaged
in businesses similar to such Loan Party’s business; (b) maintain normal and customary liability insurance against claims for personal injury, death or property damage suffered by others, consistent with past practice; and
(c) maintain normal and customary consistent with past practice all such worker’s compensation or similar insurance as may be required under the laws of any state or jurisdiction in which Loan Party is engaged in business. Each Loan Party
shall (i) furnish Agent with copies of all policies and evidence of the maintenance of such policies required hereby upon the request of Agent and (ii) cause all such policies to include appropriate loss payable endorsements, and/or
additional insured endorsements, in form and substance reasonably satisfactory to Agent, providing with respect to loss payable endorsements that (A) except as set forth below, all proceeds thereunder shall be payable to Agent, (B) no such
insurance shall be affected by any act or neglect of the insured or owner of the property described in such policy, and (C) that such policy and loss payable clauses may not be cancelled, amended or terminated unless at least thirty
(30) days’ prior written notice is given to Agent (or such shorter period as Agent may agree). If any insurance losses are paid by check, draft or other instrument payable to any Loan Party and Agent jointly, Agent may endorse such Loan
Party’s name thereon and do such other things as Agent may deem advisable to reduce the same to cash and apply the same in accordance with this Agreement. Notwithstanding the foregoing, any Person who has provided Permitted Fixed Asset
Financing with respect to any Equipment may be listed, together with Agent, as loss payee and additional insured under such insurance policies and proceeds thereunder 






 
shall be payable to such Person and Agent as their respective interests shall appear (it being understood that the interests of such Person in such insurance proceeds shall be senior to
Agent’s interest therein so long as the Permitted Fixed Asset Financing provided by such Person remains outstanding).” 
 (f) Permitted Acquisitions. Section 7.1(a) of the Loan Agreement is hereby amended by deleting from the first sentence thereof the phrase, “or acquire all or a substantial portion of the
assets or Equity Interests of any Person”, appearing in the second line of such Section 7.1(a), and after giving effect to such amendment, Section 7.1(a) shall read as follows: 

“Consummate any merger, consolidation or other reorganization with or into any other Person or permit any other Person to consolidate
with or merge with it; except, that, (i) a Loan Party may merge or consolidate into another Loan Party so long as (A) no Event of Default shall have occurred and be continuing, (B) Administrative Borrower shall give Agent at least ten
(10) Business Days prior notice thereof, (C) if a Borrower is a party to such merger or consolidation a Borrower shall be the surviving entity; provided, that, any assets of the Person so acquired from any Person that was not a Borrower
prior thereto shall only be eligible for inclusion into the Borrowing Base to the extent that Agent has completed an appraisal, collateral audit and/or field examination (as the case may be) with respect thereto and the criteria for eligibility set
forth herein (or such other or additional criteria as Agent may, at its option, establish with respect thereto in accordance with this Agreement and subject to such Reserves as Agent may establish in connection with the assets of the Person so
acquired) are satisfied with respect thereto in a manner acceptable to Agent, (D) no Loan Party shall merge or consolidate with a Loan Party that exists under the laws of a country different than the country in which such Loan Party exists and
(E) prior to such merger or consolidation Loan Parties have taken (or caused to be taken) all steps required by Agent with respect thereto (including without limitation all steps required by Agent to maintain Agent’s Lien on the Collateral
granted by such Loan Parties, as well as the priority and effectiveness of such Lien); and (ii) a Subsidiary of the Borrowers that is not a Loan Party may merge or consolidate into another Subsidiary of the Borrowers that is not a Loan Party so
long as (A) no Event of Default shall have occurred and be continuing, and (B) Administrative Borrower shall give Agent at least ten (10) Business Days prior notice thereof.” 

4. Schedule Supplements and Waivers. 
 (a) Schedule 7.2 of the Loan Agreement (Existing Liens) is hereby amended by including therein the Liens set forth on Schedule 7.2 Supplement appended to this Amendment, in order to include on Schedule
7.2 certain additional Liens which were in existence on the Closing Date with respect to which no UCC financing statements or other public filings were 






 
made as of the Closing Date. To the extent that (i) the omission from Schedule 7.2 of the Liens set forth on Schedule 7.2 Supplement may have resulted in any breach of any
representation or warranty set forth in Section 5 of the Loan Agreement, or (ii) the Permitted Fixed Asset Financings described on Schedule 7.2 Supplement may have breached (A) any of the covenants set forth in Sections 4.2(a),
4.4(a) or 4.10 of the Loan Agreement, or (B) any negative covenant set forth in Section 7 of the Loan Agreement, in each case prior to giving effect to this Amendment, the Required Lenders hereby waive any such Default or Event of Default
that may have arisen therefrom. 
 (b) Schedule 7.8 of the Loan Agreement (Existing Indebtedness) is hereby amended by
including therein the Indebtedness set forth on Schedule 7.8 Supplement appended to this Amendment, in order to include on Schedule 7.8 certain additional Indebtedness in existence on the Closing Date which is related to certain of the
Liens set forth on Schedule 7.2 Supplement. To the extent that (i) the omission from Schedule 7.8 of the Indebtedness set forth on Schedule 7.8 Supplement may have resulted in any breach of any representation or warranty
set forth in Section 5 of the Loan Agreement or (ii) the Permitted Fixed Asset Financings described on Schedule 7.8 Supplement may have breached (A) any of the covenants set forth in Sections 4.2(a), 4.4(a) or 4.10 of the Loan
Agreement, or (B) any negative covenant set forth in Section 7 of the Loan Agreement, in each case prior to giving effect to this Amendment, the Required Lenders hereby waive any such Default or Event of Default that may have arisen
therefrom. 
 (c) Loan Parties have advised Agent that, subsequent to the Closing Date, Borrowers entered into the operating
lease more particularly described on Schedule A hereto (the “Specified Operating Lease”). At Loan Parties’ request, in addition to, and not in limitation of, the waivers provided in Sections 4(a) and 4(b) above, the
Required Lenders hereby waive any Default or Event of Default that may have arisen as a result of Loan Parties’ failure to satisfy any of the provisions of Sections 4.2(a), 4.4(a) or 4.10 of the Loan Agreement as a result of the Specified
Operating Lease. 
 5. Conditions to Amendments. The effectiveness of the amendments to the Loan Agreement pursuant to
this Amendment is subject to the Agent’s receipt of an original of this Amendment (or an executed copy delivered by facsimile or other electronic transmission), duly authorized, executed and delivered by Borrowers, Guarantor and Required
Lenders. 
 6. Representations and Warranties of the Borrowers and Guarantor. Each Borrower and Parent, as Guarantor,
hereby represents, warrants and covenants with and in favor of Agent and Lenders as of the date hereof the following (which shall survive the execution and delivery of this Amendment): 

(a) No consent, approval or other action of, or filing with, or notice to any Governmental Body is required in connection with the
execution, delivery and performance of this Amendment; 
 (b) This Amendment has been duly authorized, executed and delivered by
all necessary action on the part of each Borrower which is a party hereto and Guarantor and, if necessary, their respective stockholders or other holders of their Equity Interests (as applicable), and is in full force and effect as of the date
hereof, and the agreements and obligations of the 






 
each Borrower and Guarantor contained herein constitute the legal, valid and binding obligations of such Borrower and such Guarantor, enforceable against them in accordance with their respective
terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity; 

(c) The execution, delivery and performance of this Amendment (i) are all within each Borrower’s and Guarantor’s corporate
or limited liability company powers, and (ii) are not in contravention of law or the terms of such Borrower’s and such Guarantor’s certificate of incorporation, by-laws, or other organizational documentation, or any indenture,
agreement or undertaking to which such Borrower or such Guarantor is a party or by which such Borrower or such Guarantor or its property are bound; 
 (d) After giving effect to this Amendment, all of the representations and warranties set forth in the Loan Agreement and the Other Documents to which Borrowers and Guarantors are a party are true and
correct on and as of the date hereof as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such
date; and 
 (e) After giving effect to the terms of this Amendment, no Default or Event of Default has occurred and is
continuing. 
 7. Reference to and Effect on the Loan Agreement. This Amendment constitutes the entire
agreement of the parties with respect to the subject matter hereof, and supersedes all prior oral or written communications, memoranda, proposals, negotiations, discussions, term sheets and commitments with respect to the subject matter hereof.
Except as expressly amended pursuant hereto, no other amendments, modifications or waivers to the Loan Agreement and the Other Documents are intended or implied, and in all other respects the Loan Agreement and the Other Documents are hereby
specifically ratified, restated and confirmed by all parties hereto as of the First Amendment Effective Date. To the extent that any provisions of the Loan Agreement or any of the Other Documents are inconsistent with any provisions of this
Amendment, the provisions of this Amendment shall control. 
 8. Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the State of New York, but excluding any principles of conflict of laws or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of
New York. 
 9. Counterparts. This Amendment may be executed in any number of counterparts, but all of
such counterparts shall together constitute but one and the same agreement. In making proof of this Amendment, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto. Delivery of an
executed counterpart of this Amendment by telecopier or electronically shall have the same force and effect as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by
telecopier or electronically also shall deliver an original executed counterpart of this 






 
Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment as to such party or any other party.

 [Signature Pages to Follow] 






 IN WITNESS WHEREOF, each of the parties has signed this Amendment as of the day and year
first above written. 
  

			
	BORROWERS:
	
	FORBES ENERGY SERVICES LLC
		
	By:	 	/s/ John E. Crisp
	Name:	 	John E. Crisp
	Title:	 	President and Chief Executive Officer
	
	FORBES ENERGY INTERNATIONAL, LLC
		
	By:	 	/s/ John E. Crisp
	Name:	 	John E. Crisp
	Title:	 	Chief Executive Officer and Secretary
	
	TX ENERGY SERVICES, LLC
		
	By:	 	/s/ John E. Crisp
	Name:	 	John E. Crisp
	Title:	 	President, Chief Executive Officer and Secretary
	
	C.C. FORBES, LLC
		
	By:	 	/s/ John E. Crisp
	Name:	 	John E. Crisp
	Title:	 	Executive Vice President and Chief Operating Officer


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	SUPERIOR TUBING TESTERS, LLC
		
	By:	 	/s/ John E. Crisp
	Name:	 	John E. Crisp
	Title:	 	Executive Vice President
	
	GUARANTOR:
	
	FORBES ENERGY SERVICES LTD.
		
	By:	 	/s/ John E. Crisp
	Name:	 	John E. Crisp
	Title:	 	President and Chief Executive Officer


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	AGENT AND LENDERS:
	
	 REGIONS BANK,

as Agent, Swingline Lender, Issuing Bank and a Lender

		
	By:	 	/s/ Alan Schnacke
	Name:	 	Alan Schnacke
	Title:	 	Managing Director


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	LENDERS:
	
	 SUNTRUST BANK,
 as a Lender

		
	By:	 	/s/ David Holland
	Name:	 	David Holland
	Title:	 	VP, Portfolio Manager


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	LENDERS:
	
	 CIT BANK,

as a Lender

		
	By:	 	/s/ Kelly Hartnett
	Name:	 	Kelly Hartnett
	Title:	 	Authorized Signatory


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	LENDERS:
	
	 CAPITAL ONE LEVERAGE FINANCE CORP.,
 as a Lender

		
	By:	 	/s/ Jose J. Garcia
	Name:	 	Jose J. Garcia
	Title:	 	Senior Vice President








 Schedule 7.2 Supplement 

Supplement to Schedule 7.2 of the 
 Loan and Security Agreement 
 Liens Existing at the Closing Date

  

							
	 Name and
Address

of Secured Party
	 	Grantor of the
Security Interest	 	
Description

of

Collateral
	 	File No.
of
Financing
Statement/
Jurisdiction
(Optional)
	 	 	 	 
	VFS Leasing Co.	 	TX Energy Services, LLC	 	 The equipment described on Schedule I(a) to this Schedule 7.2
Supplement (the “Equipment”). All accessions and additions to, substitutions and replacements for, and proceeds (including insurance proceeds), accounts, rights of payments (including monetary obligations, whether or not earned by
performance), secondary obligations incurred or to be incurred, chattel paper, electronic chattel paper, equipment, general intangibles, payment intangibles, promissory notes, and income arising from or generated by the Equipment.

Grantor’s right, title, and interest in, but none of its obligations under any sublease of the Equipment, and all proceeds and income arising
therefrom. Grantor agrees to name Secured Party as loss payee on insurance policies
	 	 
	 	 	 	 
	Mack Financial Services, a division of VFS US
LLC	 	TX Energy Services, LLC and C.C. Forbes, LLC	 	The equipment described on Schedule I(b) to this Schedule 7.2 Supplement (the “Equipment”),
together with all attachments, accessions, replacements, parts, proceeds (including insurance proceeds), income, earnings, accounts, rights to payment (including monetary obligations, whether or not earned by performance), secondary obligations
incurred or to be incurred, chattel paper, electronic chattel paper, general intangibles, payment intangibles, promissory notes, warranties, service contracts, documents, records now or hereafter arising from the Equipment. Grantor’s rights,
title, and interest in, but none of its obligations under, any lease of the Equipment, and all proceeds and income arising therefrom. Grantor agrees to name Secured Party as loss payee on insurance policies	 	 
	 	 	 	 
	General Electric Capital Corporation	 	TX Energy Services, LLC	 	The equipment described on Schedule I(c) to this Schedule 7.2 Supplement and all additions,
attachments, accessories or exchanges therefore, and any and all insurance and/or other proceeds of the property in and against which a security interest is granted. Grantor agrees to name Secured Party as loss payee on insurance
policies.	 	 


  
 15 









							
	 Name and
Address

of Secured Party
	 	Grantor of the
Security Interest	 	
Description

of

Collateral
	 	File No.
of
Financing
Statement/
Jurisdiction
(Optional)
	 	 	 	 
	Jitsu Services LLC	 	Forbes Energy Services LLC	 	The equipment described on Schedule I(d) to this Schedule 7.2 Supplement and all replacements or
substitutions therefore, and any proceeds therefrom, including, but not limited to, proceeds in the form of chattel paper. Grantor agrees to name Secured Party as loss payee on insurance policies.	 	 
	 	 	 	 
	PACCAR Financial Corp.	 	TX Energy Services, LLC	 	The equipment described on Schedule I(e) to this Schedule 7.2 Supplement. Grantor agrees to name
Secured Party as loss payee on insurance policies.	 	 
	 	 	 	 
	Bowden Ford Lincoln
Mercury Com	 	Superior Tubing Testers, LLC	 	The motor vehicles described on Schedule I(f) to this Schedule 7.2 Supplement, including all
accessories and parts now or later attached and any other goods financed with such motor vehicle; all insurance proceeds and other proceeds received for the motor vehicle; any insurance policy, service contract or other contract financed by the
secured party and any proceeds of those contracts; and any refund of charges included in this contract for insurance, or service contracts. Grantor agrees to name Secured Party as loss payee on insurance policies.	 	 
	 	 	 	 
	Enterprise FM Trust	 	C.C. Forbes, LLC	 	Grantor agrees to name Secured Party as loss payee on insurance policies in connection with the lease of the
equipment described on Schedule I(g) to this Schedule 7.2 Supplement.	 	 


  
 16 








 Schedule 7.8 Supplement 

Supplement to Schedule 7.8 of the Loan and Security Agreement 

Indebtedness Existing at the Closing Date 
  

									
	Company	 	Name/Address of
Payee	 	Principal Balance as of
September 9,
2011	 	Nature of Debt	 	Term
	TX Energy Services, LLC and C.C. Forbes, LLC	 	Mack Financial Services, a division of VFS US LLC	 	$1,371,339	 	Various promissory notes issued to finance vehicles acquisition.	 	Each promissory note has a term of 5 years.
	 	 	 	 	 
	C.C. Forbes, LLC	 	Enterprise FM Trust	 	$1,443,881	 	Various capital leases for vehicles.	 	Each lease has a term of 3.5 years.
	 	 	 	 	 
	Superior Tubing Testers, LLC	 	Bownden Ford Lincoln Mercury Com	 	$64,813	 	Loans to finance the acquisition of motor vehicles.	 	The loans have a term of 3 years.


  
 17 








 Schedule I(a) to Schedule 7.2 Supplement 

 

							
	MFG	  	MODEL	  	BODY TYPE	  	                    VIN
	Mack	  	GU713	  	Trk/Trct	  	1M2AX04Y0CM010987
	Mack	  	GU713	  	Trk/Trct	  	1M2AX04Y2CM010988
	Mack	  	GU713	  	Trk/Trct	  	1M2AX04Y4CM010989
	Mack	  	GU713	  	Trk/Trct	  	1M2AX04Y0CM010990
	Mack	  	GU713	  	Trk/Trct	  	1M2AX04C09M005933
	Mack	  	GU713	  	Trk/Trct	  	1M2AX04Y89M006095
	Proco	  	PVT200	  	Trl	  	1P9VN3628BK359630
	Proco	  	PVT200	  	Trl	  	1P9VN362XBK359631
	Proco	  	PVT200	  	Trl	  	1P9VN3623BK359633
	Proco	  	PVT200	  	Trl	  	1P9VN3622BK359638
	Proco	  	PVT200	  	Trl	  	1P9VN3625BK359634
	Mack	  	GU713	  	Trk/Trct	  	1M2AX04Y2CM010991
	Mack	  	GU713	  	Trk/Trct	  	1M2AX04Y4CM010992
	Mack	  	GU713	  	Trk/Trct	  	1M1AX04Y9CM011429
	Mack	  	GU713	  	Trk/Trct	  	1M1AX04Y6CM011436
	Proco	  	PVT200	  	Trl	  	1P9VN3628BK359644
	Proco	  	PVT201	  	Trl	  	1P9VN3621BK359646
	Proco	  	PVT202	  	Trl	  	1P9VN3623BK359650
	Proco	  	PVT203	  	Trl	  	1P9VN3625BK359651
	Proco	  	PVT204	  	Trl	  	1P9VN3624BK359656
	Mack	  	GU713	  	Trk/Trct	  	1M1AX04Y1CM011439
	Mack	  	GU713	  	Trk/Trct	  	1M1AX04Y8CM011440
	Mack	  	GU713	  	Trk/Trct	  	1M2AX04Y6CM010993
	Mack	  	GU713	  	Trk/Trct	  	1M2AX04Y8CM010994
	Mack	  	GU713	  	Trk/Trct	  	1M2AX04YXCM010995
	Mack	  	GU713	  	Trk/Trct	  	1M1AX04Y5CM011430
	Mack	  	GU713	  	Trk/Trct	  	1M1AX04Y7CM011431
	Mack	  	GU713	  	Trk/Trct	  	1M1AX04Y9CM011432
	Mack	  	GU713	  	Trk/Trct	  	1M1AX04Y0CM011433
	Mack	  	GU713	  	Trk/Trct	  	1M1AX04Y2CM011434
	Mack	  	GU713	  	Trk/Trct	  	1M2AX04Y6CM011867
	Mack	  	GU713	  	Trk/Trct	  	1M2AX04Y8CM011868
	Mack	  	GU713	  	Trk/Trct	  	1M1AX04Y1CM011876
	Mack	  	GU713	  	Trk/Trct	  	1M1AX04Y3CM011877
	Mack	  	GU713	  	Trk/Trct	  	1M1AX04Y5CM011878
	Proco	  	PVT205	  	Trl	  	1P9VN3622BK359669
	Proco	  	PVT206	  	Trl	  	1P9VN3629BK359670
	Proco	  	PVT207	  	Trl	  	1P9VN3626BK359674
	Proco	  	PVT208	  	Trl	  	1P9VN3628BK359675
	Proco	  	PVT209	  	Trl	  	1P9VN3621BK359680
	Mack	  	GU713	  	Trk/Trct	  	1M1AX04Y4CM011435
	Mack	  	GU713	  	Trk/Trct	  	1M1AX04Y8CM011437
	Mack	  	GU713	  	Trk/Trct	  	1M1AX04YXCM011438


  
 18 








 Schedule I(b) to Schedule 7.2 Supplement 

 

							
	MFG	  	MODEL	  	BODY TYPE	  	                    VIN
	Proco	  	PVT130	  	Trl	  	1P9VN3624BK359687
	Proco	  	PVT130	  	Trl	  	1P9VN3626BK359688
	Proco	  	PVT130	  	Trl	  	1P9VN3627BK359702
	Proco	  	PVT130	  	Trl	  	1P9VN3622BK359705
	Proco	  	PVT130	  	Trl	  	1P9VN362XBK359709
	Mack	  	GU713	  	Trk/Trct	  	1M2AX04C1CM012137

 Schedule I(c) to Schedule 7.2 Supplement 

 

							
	MFG	  	MODEL	  	BODY TYPE	  	                    VIN
	Peterbilt	  	367	  	Trk/Trct	  	1XPTD49X0CD142143
	Peterbilt	  	367	  	Trk/Trct	  	1XPTD49X2CD142144
	Peterbilt	  	367	  	Trk/Trct	  	1XPTD49X4CD142145
	Peterbilt	  	367	  	Trk/Trct	  	1XPTD49X6CD142146
	Peterbilt	  	367	  	Trk/Trct	  	1XPTD49X8CD142147
	Peterbilt	  	367	  	Trk/Trct	  	1XPTD49XXCD142148
	Peterbilt	  	367	  	Trk/Trct	  	1XPTD49X1CD142149
	Peterbilt	  	367	  	Trk/Trct	  	1XPTD49X8CD142150
	Peterbilt	  	367	  	Trk/Trct	  	1XPTD49XXCD142151
	Peterbilt	  	367	  	Trk/Trct	  	1XPTD49X1CD142152
	Dragon	  	130BBL	  	Trl	  	1UNST4229BL086589
	Dragon	  	130BBL	  	Trl	  	1UNST4225BL086590
	Dragon	  	130BBL	  	Trl	  	1UNST4227BL086591
	Dragon	  	130BBL	  	Trl	  	1UNST4229BL086592
	Dragon	  	130BBL	  	Trl	  	1UNST4220BL086593
	Dragon	  	130BBL	  	Trl	  	1UNST4222BL086594
	Dragon	  	130BBL	  	Trl	  	1UNST4224BL086595
	Dragon	  	130BBL	  	Trl	  	1UNST4226BL086596
	Dragon	  	130BBL	  	Trl	  	1UNST4228BL086597
	Dragon	  	130BBL	  	Trl	  	1UNST422XBL086598
	Peterbilt	  	367	  	Trk/Trct	  	1XPTD49X3CD142153
	Peterbilt	  	367	  	Trk/Trct	  	1XPTD49X5CD142154

 Schedule I(d) to Schedule 7.2 Supplement 

 

							
	MFG	  	MODEL	  	BODY TYPE	  	                    VIN
	Mack	  	GU713	  	Trk/Trct	  	1M2AX04Y79M007383
	Mack	  	GU713	  	Trk/Trct	  	1M2AX04Y59M006099
	Mack	  	GU713	  	Trk/Trct	  	1M2AX04Y69M006483
	Mack	  	GU713	  	Trk/Trct	  	1M2AX04Y99M007384
	Mack	  	GU713	  	Trk/Trct	  	1M2AX04Y29M007386


  
 19 









							
	Mack	  	GU713	  	Trk/Trct	  	1M2AX04Y89M006484
	Kenwoth	  		  	Trk/Trct	  	1XKDD49X9AJ271670
	Kenwoth	  		  	Trk/Trct	  	1XKDD49X0AJ271671
	Kenwoth	  		  	Trk/Trct	  	1XKDD49X2AJ271672
	Kenwoth	  		  	Trk/Trct	  	1XKDD49X4AJ271673

 Schedule I(e) to Schedule 7.2 Supplement 

 

							
	MFG	  	MODEL	  	BODY TYPE	  	                    VIN
	Peterbilt	  	388	  	Trk/Trct	  	1XPWDP9X9BDF128108
	Peterbilt	  	388	  	Trk/Trct	  	1XPWD49X2BDF128109
	Peterbilt	  	388	  	Trk/Trct	  	1XPWD49X9BDF128110
	Peterbilt	  	388	  	Trk/Trct	  	1XPWDP9X2BDF118472
	Peterbilt	  	388	  	Trk/Trct	  	1XPWD49X8BDF126462
	Dragon	  	130 BBL	  	Trl	  	1UNST4226BL086579
	Dragon	  	130 BBL	  	Trl	  	1UNST4222BL086580
	Dragon	  	130 BBL	  	Trl	  	1UNST4224BL086581
	Dragon	  	130 BBL	  	Trl	  	1UNST4226BL086582
	Dragon	  	130 BBL	  	Trl	  	1UNST4228BL086583

 Schedule I(f) to Schedule 7.2 Supplement 

 

							
	MFG	  	MODEL	  	BODY TYPE	  	                    VIN
	FORD	  	F250	  	Trk	  	C05892
	FORD	  	F250	  	Trk	  	B24123
	FORD	  	F150	  	Trk	  	E70351

 Schedule I(g) to Schedule 7.2 Supplement 

 

							
	MFG	  	MODEL	  	BODY TYPE	  	            VIN
	FORD	  	F35C	  	11 FORD F350-8533	  	A58533
	DODG	  	B25C	  	11 RAM2500-MS-1891	  	521891
	DODG	  	B25C	  	11 RAM 2500 MS-5439	  	525439
	FORD	  	F35E	  	11 FORD F350-0882	  	A80882
	FORD	  	F35E	  	11 FORD F350-0881	  	A80881
	FORD	  	F25C	  	11 FORD F250-7529	  	B57529
	FORD	  	F25C	  	11 FORD F250-7530	  	B57530
	FORD	  	F25C	  	11 FORD F250-7531	  	B57531
	FORD	  	F25C	  	11 FORD F250-7532	  	B57532
	FORD	  	F25C	  	11 FORD F250-6371	  	B66371


  
 20 









							
	FORD	  	F25C	  	11 FORD F250-6372	  	B66372
	FORD	  	F25C	  	11 FORD F250-6373	  	B66373
	FORD	  	F25C	  	11 FORD F250-6374	  	B66374
	FORD	  	F25C	  	11 FORD F250-6375	  	B66375
	FORD	  	F25C	  	11 FORD F250-6376	  	B66376
	FORD	  	F25C	  	11 FORD F250-6377	  	B66377
	FORD	  	F25C	  	11 FORD F250-6378	  	B66378
	FORD	  	F25C	  	11 FORD F250-6379	  	B66379
	FORD	  	F25C	  	11 Ford F250-6380	  	B66380
	FORD	  	F25C	  	11 Ford F250-6383	  	B66383
	FORD	  	F25C	  	11 F250 F250-6382	  	B66382
	FORD	  	F25C	  	11 Ford F250-6384	  	B66384
	FORD	  	F25C	  	11 Ford F250-6385	  	B66385
	FORD	  	F25C	  	11 Ford F250-6381	  	B66381
	FORD	  	F25C	  	11 Ford F250-6386	  	B66386
	FORD	  	F15C	  	Safety Director	  	D10910
	DODG	  	B25Q	  	11 DODGE RAM-8174	  	548174
	DODG	  	B25Q	  	11 DODGE RAM-7687	  	557687
	DODG	  	B25Q	  	11 DODGE RAM-7688	  	557688
	DODG	  	B25Q	  	11 DODGE RAM-8610	  	568610
	DODG	  	B25Q	  	11 Dodge Ram-8611	  	568611
	FORD	  	F35	  	11 Ford F350-90301	  	A90301
	FORD	  	F35C	  	11 Ford F350-6873	  	B96873
	FORD	  	F35C	  	Crane #2	  	C17424
	FORD	  	F35C	  	Crane #3	  	C26653
	FORD	  	F35C	  	11 Ford F350-4456	  	C24456
	FORD	  	F35C	  	11 Ford F350-24334	  	C24334
	FORD	  	F25C	  	11 FORD F250-3150	  	B83150
	FORD	  	F25C	  	11 FORD F250-3277	  	C63277
	FORD	  	F25C	  	11 FORD F250-3310	  	C63310
	FORD	  	F25C	  	11 FORD F250-3300	  	C63300
	FORD	  	F25C	  	11 Ford F250-3297	  	C63297
	FORD	  	F25C	  	11 FORD F250-3292	  	C63292
	FORD	  	F25C	  	11 FORD F250-3289	  	C63289
	FORD	  	F25C	  	11 FORD F250-3296	  	C63296
	FORD	  	F25C	  	11 FORD F250-3302	  	C63302
	FORD	  	F25C	  	11 Ford F250-3278	  	C63278
	FORD	  	F25C	  	11 FORD F250-3280	  	C63280
	FORD	  	F25C	  	11 Ford F250-3309	  	C63309
	FORD	  	F25C	  	11 Ford F250-3308	  	C63308
	FORD	  	F25C	  	11 Ford F250-3307	  	C63307
	FORD	  	F25C	  	11 FORD F250-3306	  	C63306
	FORD	  	F25C	  	11 FORD F250-3304	  	C63304
	FORD	  	F25C	  	11 FORD F250-3303	  	C63303
	FORD	  	F25C	  	11 Ford F250-3301	  	C63301
	FORD	  	F25C	  	11 FORD F250-3299	  	C63299


  
 21 









							
	FORD	  	F25C	  	11 FORD F250-3298	  	C63298
	FORD	  	F25C	  	11 FORD F250-3295	  	C63295
	FORD	  	F25C	  	11 FORD F250-3287	  	C63287
	FORD	  	F25C	  	11 FORD F250-3286	  	C63286
	FORD	  	F25C	  	11 FORD F250-3285	  	C63285
	FORD	  	F25C	  	11 FORD F250-3283	  	C63283
	FORD	  	F25C	  	11 FORD F250-3276	  	C63276
	FORD	  	F25C	  	11 FORD F250-3305	  	C63305
	FORD	  	F25C	  	11 FORD F250-3294	  	C63294
	FORD	  	F25C	  	11 FORD F250-3293	  	C63293
	FORD	  	F25C	  	11 FORD F250-3291	  	C63291
	FORD	  	F25C	  	11 FORD F250-3290	  	C63290
	FORD	  	F25C	  	11 FORD F250-3288	  	C63288
	FORD	  	F25C	  	11 FORD F250-3284	  	C63284
	FORD	  	F25C	  	11 FORD F250-3282	  	C63282
	FORD	  	F25C	  	11 FORD F250-3281	  	C63281
	FORD	  	F25C	  	11 FORD F250-3279	  	C63279
	FORD	  	F35C	  	Ford F350-0436	  	C40436
	FORD	  	F25C	  	11 Ford F250-9040	  	A99040
	FORD	  	F25C	  	11 Ford F250-4546	  	C74546
	FORD	  	F25C	  	11 Ford F250-1578	  	C51578
	FORD	  	F25C	  	11 Ford F250-4545	  	C74545
	FORD	  	F25C	  	11 Ford F250-1579	  	C51579
	FORD	  	F25C	  	11 Ford F250-5575	  	C85575
	DODG	  	B25Q	  	11 Dodge Ram 2500-3661	  	613661
	DODG	  	B25Q	  	11 Dodge Ram 2500-3660	  	613660
	DODG	  	B25Q	  	11 Dodge Ram 2500-2057	  	602057
	DODG	  	B25Q	  	11 Dodge Ram 2500-2056	  	602056
	DODG	  	B25Q	  	11 Dodge Ram-2055	  	602055
	DODG	  	B25Q	  	11 Dodge Ram 2500-2054	  	602054
	DODG	  	B25Q	  	11 Dodge Ram 2500-2053	  	602053
	DODG	  	B25Q	  	11 Dodge Ram 2500-3667	  	613667
	DODG	  	B25Q	  	11 Dodge Ram 2500-0249	  	590249
	DODG	  	B25Q	  	11 Dodge Ram 2500-0248	  	590248
	DODG	  	B25Q	  	11 Dodge-0384	  	620384
	DODG	  	B25Q	  	11 Dodge-7887	  	637887
	DODG	  	B25Q	  	11 Dodge-7888	  	637888
	DODG	  	B25Q	  	11 Dodge-7886	  	637886
	DODG	  	B25Q	  	11 Dodge-7885	  	637885
	DODG	  	B25Q	  	11 Dodge Ram-7884	  	637884
	DODG	  	B25Q	  	11 Dodge-7881	  	637881
	DODG	  	B25Q	  	11 Dodge-7880	  	637880
	DODG	  	B25Q	  	11 Dodge-7889	  	637889
	DODG	  	B25Q	  	11 Dodge-3669	  	613669
	DODG	  	B25Q	  	11 Ram-3663	  	613663
	DODG	  	B25Q	  	11 Ram-3668	  	613668


  
 22 









							
	DODG	  	B25Q	  	11 Dodge-3666	  	613666
	DODG	  	B25Q	  	11 Dodge-3665	  	613665
	DODG	  	B25Q	  	11 Dodge-3664	  	613664


  
 23 








 Schedule A 
 to 
 First Amendment to Loan and Security Agreement 

Specified Lease Description 
 Pursuant to Schedules entered into between September 9, 2011 and the date hereof, C.C. Forbes, LLC (“CCF”) leased the twelve trucks set forth below (the “Vehicles”) from
Enterprise FM Trust (“Enterprise”) pursuant to the Master Equity Lease Agreement dated August 26, 2010 (the “Master Lease”). Under the Master Lease, CCF agrees to make Enterprise a loss payee under its insurance policies and
is prohibited from allowing any lien to be placed on its interest in the Master Lease. On November 2, 2011, CCF and Enterprise amended the Master Lease (as amended, the “Amended Master Lease”) to modify the restriction in the Master
Lease prohibiting liens on CCF’s interest in the Master Lease to specifically permit the Lien of Agent on the Master Lease. 
  

							
	DATE	  	MFG	  	MODEL	 
			
	 9/14/2011
	  	DODG	  	 	RAM 2500	  
			
	 9/14/2011
	  	DODG	  	 	RAM 2500	  
			
	 9/14/2011
	  	DODG	  	 	RAM 2500	  
			
	 9/14/2011
	  	DODG	  	 	RAM 2500	  
			
	 9/14/2011
	  	DODG	  	 	RAM 2500	  
			
	 9/26/2011
	  	FORD	  	 	F250	  
			
	 9/26/2011
	  	FORD	  	 	F250	  
			
	 9/30/2011
	  	DODG	  	 	RAM 2500	  
			
	 9/30/2011
	  	DODG	  	 	RAM 2500	  
			
	 9/30/2011
	  	DODG	  	 	RAM 2500	  
			
	 9/30/2011
	  	DODG	  	 	RAM 2500	  
			
	 9/30/2011
	  	DODG	  	 	RAM 2500	  
			
	 11/3/2011
	  	DODG	  	 	RAM 2500	  
			
	 11/3/2011
	  	DODG	  	 	RAM 2500	  
			
	 11/3/2011
	  	DODG	  	 	RAM 2500	  
			
	 11/3/2011
	  	DODG	  	 	RAM 2500	  
			
	 11/3/2011
	  	DODG	  	 	RAM 2500	  
			
	 11/3/2011
	  	DODG	  	 	RAM 2500	  


  
 24