exv10w1






Exhibit 10.1




Execution Version




Basic
Energy Services, Inc.

$275,000,000 7 3/4% Senior Notes due 2019




PURCHASE AGREEMENT



February 3, 2011

Houston, Texas




MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED.




WELLS FARGO SECURITIES, LLC,

CAPITAL ONE SOUTHCOAST, INC.




COMERICA SECURITIES, INC.





	 	c/o 	 	Merrill Lynch, Pierce, Fenner & Smith
Incorporated
	 
	 	 	 	One Bryant Park
	 
	 	 	 	New York, New York 10036





          Basic Energy Services, Inc., a Delaware corporation (the “Company”), and each of the
other Guarantors (as defined herein) agree with you as follows:




          1. Issuance of Notes. The Company proposes to issue and sell to Merrill Lynch,
Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Wells Fargo Securities, LLC (together
with Merrill Lynch, the “Representatives”), and the other several Initial Purchasers named in
Schedule I hereto (together with the Representatives, the “Initial Purchasers”)
$275,000,000 aggregate principal amount of 7 3/4% Senior Notes due 2019 (the “Original Notes”). The
Company’s obligations under the Original Notes and the Indenture (as defined herein) will be,
jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior unsecured basis,
by each of the Subsidiaries (as defined herein) listed on the signature pages hereto (collectively,
the “Guarantors,” and, together with the Company, the “Issuers”). The Original Notes and the
Guarantees are referred to herein as the “Securities.” The Securities will be issued pursuant to
an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and between
the Issuers and Wells Fargo Bank, N.A., as trustee (the
“Trustee”).




          The Securities will be offered and sold to the Initial Purchasers pursuant to an exemption
from the registration requirements under the Securities Act of 1933, as amended (the “Act”). The
Issuers have prepared a preliminary Offering Memorandum, dated as of February 1, 2011, the
“Preliminary Offering Memorandum”), and a pricing supplement thereto dated the date hereof, which
includes the information contained in Schedule III hereto (the “Pricing Supplement”). The
Preliminary Offering Memorandum (as amended and supplemented immediately prior to the Applicable Time (as defined herein)) and the Pricing Supplement are
herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this














 






Purchase Agreement (this “Agreement”), the Issuers will prepare a final Offering Memorandum dated
the date hereof (the “Final Offering Memorandum”). For the purposes of this Agreement, the
“Applicable Time” is 3:45 p.m. (New York City Time) on the date of this Agreement.




          The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as
they deem practicable after this Agreement has been executed and delivered, to resell (the “Exempt
Resales”) the Securities in private sales exempt from registration under the Act on the terms set
forth in the Pricing Disclosure Package, solely to (i) persons whom the Initial Purchasers
reasonably believe to be “qualified institutional buyers” (“QIBs”), as defined in Rule 144A under
the Act (“Rule 144A”), in accordance with Rule 144A and (ii) other eligible purchasers pursuant to
offers and sales that occur outside the United States within the meaning of Regulation S under the
Act (“Regulation S”) in accordance with Regulations S (the persons specified in clauses (i) and
(ii), the “Eligible Purchasers”).




          Holders (including subsequent transferees) of the Securities will have the registration rights
under the registration rights agreement (the “Registration Rights Agreement”), between the Issuers
and the Initial Purchasers, to be dated the Closing Date, substantially in the form attached hereto
as Exhibit A. Under the Registration Rights Agreement, the Issuers will agree (a) to file
with the Securities and Exchange Commission (the “Commission”) (i) a registration statement under
the Act (the “Exchange Offer Registration Statement”) relating to a new issue of debt securities
(collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement),
the “Exchange Notes” and, together with the Original Notes, the “Notes”), guaranteed by the
guarantors under the Indenture, to be offered in exchange for the Original Notes and the Guarantees
thereof (the “Exchange Offer”) and issued under the Indenture and/or (ii) under certain
circumstances set forth in the Registration Rights Agreement, a shelf registration statement
pursuant to Rule 415 under the Act (the “Shelf Registration Statement”) relating to the resale by
certain holders of the Original Notes and the Guarantees thereof, (b) to use its reasonable best
efforts to cause the Exchange Offer Registration Statement and, if applicable, the Shelf
Registration Statement to be declared effective and (c) to consummate the Exchange Offer, all
within the time periods specified in the Registration Rights Agreement.




          The Securities are being offered and sold by the Company in connection with a tender
offer by the Company for all of its outstanding 11.625% Senior Secured Notes due 2014 (the “Tender
Offer”).




          The Tender Offer and the entry by the Company and the Guarantors into that certain $175.0
million Senior Secured Revolving Facility (the “Senior Credit Facility”), the initial extensions of
credit thereunder, if any, on the Closing Date, and the payment of transaction costs related
thereto, if any, are referred to herein collectively, as the “Concurrent Transactions.”




          This Agreement, the Notes, the Guarantees, the Indenture, and the Registration Rights
Agreement are hereinafter sometimes referred to collectively as the “Note Documents.”




          2. Agreements to Sell and Purchase. On the basis of the representations, warranties
and covenants contained in this Agreement, the Issuers agree to issue and sell to the Initial
Purchasers, and on the basis of the representations, warranties and covenants contained in


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this
Agreement, and subject to the terms and conditions contained in this Agreement, each of the Initial
Purchasers, severally and not jointly, agrees to purchase from the Issuers, the aggregate principal
amount of the Securities set forth opposite its name on Schedule I hereto. The purchase
price for the Securities shall be 98.025% of their principal amount.




          3. Delivery and Payment. Delivery of, and payment of the purchase price (via wire
transfer) for, the Securities shall be made at 9 a.m. Houston time, on February 15, 2011 (such date
and time, the “Closing Date”) at the offices of Vinson & Elkins L.L.P., 1001 Fannin Street, Suite
2500, Houston, Texas 77002. The Closing Date and the location of delivery of and the form of
payment for the Securities may be varied by mutual agreement between the Initial Purchasers and the
Company.




          The Securities shall be delivered by the Issuers to the Initial Purchasers (or as the Initial
Purchasers direct) through the facilities of The Depository Trust Company against payment by the
Initial Purchasers of the purchase price therefor by means of wire transfer of immediately
available funds to such account or accounts specified by the Company in accordance with Section
8(h) on or prior to the Closing Date, or by such means as the parties hereto shall agree prior to
the Closing Date. The Securities shall be evidenced by one or more certificates in global form
registered in such names as the Initial Purchasers may request upon at least one business day’s
notice prior to the Closing Date and having an aggregate principal amount corresponding to the
aggregate principal amount of the Securities.




          4. Agreements of the Issuers. The Issuers jointly and severally, covenant and agree
with the Initial Purchasers as follows:





     (a) To furnish the Initial Purchasers and those persons identified by the Initial
Purchasers, without charge, as many copies of the Preliminary Offering Memorandum, the
Pricing Supplement and the Final Offering Memorandum, and any amendments or supplements
thereto, as the Initial Purchasers may reasonably request. The Issuers consent to the use
of the Preliminary Offering Memorandum, the Pricing Supplement and the Final Offering
Memorandum, and any amendments or supplements thereto, by the Initial Purchasers in
connection with Exempt Resales.




     (b) As promptly as practicable following the execution and delivery of this Agreement
and in any event not later than the second business day following the date hereof, to
prepare and deliver to the Initial Purchasers the Final Offering Memorandum, which shall
consist of the Preliminary Offering Memorandum as modified only by the information contained
in the Pricing Supplement. Not to amend or supplement the Preliminary Offering Memorandum
or the Pricing Supplement. Not to amend or supplement the Final Offering Memorandum prior
to the Closing Date unless the Initial Purchasers shall previously have been advised of such
proposed amendment or supplement at least two business days prior to the proposed use, and
shall not have objected to such amendment or supplement.




     (c) If, prior to the later of (x) the Closing Date and (y) the time that the Initial
Purchasers have completed their distribution of the Securities, any event shall occur that,
in the judgment of the Issuers or in the judgment of counsel to the Initial Purchasers,



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makes any statement of a material fact in the Final Offering Memorandum, as then amended or
supplemented, untrue or that requires the making of any additions to or changes in the Final
Offering Memorandum in order to make the statements in the Final Offering Memorandum, as
then amended or supplemented, in the light of the circumstances under which they are made,
not misleading, or if it is necessary to amend or supplement the Final Offering Memorandum
to comply with all applicable laws, the Issuers shall promptly notify the Initial Purchasers
of such event and (subject to Section 4(b)) prepare an appropriate amendment or supplement
to the Final Offering Memorandum so that (i) the statements in the Final Offering
Memorandum, as amended or supplemented, will not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances at the Closing Date and at the time of sale of Securities,
not misleading and (ii) the Final Offering Memorandum will comply with applicable law.




     (d) To qualify or register the Securities under the securities laws of such
jurisdictions as the Initial Purchasers may request and to continue such qualification in
effect so long as required for the Exempt Resales. Notwithstanding the foregoing, no Issuer
shall be required to qualify as a foreign corporation in any jurisdiction in which it is not
so qualified or to execute a general consent to service of process in any such jurisdiction
or subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction
where it is not then so subject.




     (e) To advise the Initial Purchasers promptly, and if requested by the Initial
Purchasers, to confirm such advice in writing, of the issuance by any securities commission
of any stop order suspending the qualification or exemption from qualification of any of the
Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for
such purpose by any securities commission or other regulatory authority. The Issuers shall
use their reasonable best efforts to prevent the issuance of any stop order or order
suspending the qualification or exemption of any of the Securities under any securities
laws, and if at any time any securities commission or other regulatory authority shall issue
an order suspending the qualification or exemption of any of the Securities under any
securities laws, the Issuers shall use their reasonable best efforts to obtain the
withdrawal or lifting of such order at the earliest possible time.




     (f) Whether or not the transactions contemplated by this Agreement are consummated, to
pay all costs, expenses, fees and disbursements (including fees and disbursements of counsel
and accountants for the Issuers) incurred and stamp, documentary or similar taxes incident
to and in connection with: (i) the preparation, printing and distribution of the Preliminary
Offering Memorandum, the Pricing Supplement and the Final Offering Memorandum and any
amendments and supplements thereto, (ii) all expenses (including travel expenses) of the
Issuers and the Initial Purchasers in connection with any meetings with prospective
investors in the Securities; (iii) one-half of all expenses (including the cost of any
chartered airplane or other transportation) of the Issuers and the Initial Purchasers in
connection with the “road
show” for the offering of the Securities, (iv) the preparation, notarization (if
necessary) and delivery of the Note Documents and all other agreements, memoranda,
correspondence and documents prepared and delivered in connection with this



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Agreement and
with the Exempt Resales, (v) the issuance, transfer and delivery of the Securities by the
Issuers to the Initial Purchasers, (vi) the qualification or registration of the Securities
for offer and sale under the securities laws of the several states of the United States or
provinces of Canada (including, without limitation, the cost of printing and mailing
preliminary and final Blue Sky or legal investment memoranda and fees and disbursements of
counsel (including local counsel) to the Initial Purchasers relating thereto), (vii) the
inclusion of the Securities in the book-entry system of The Depository Trust Company
(“DTC”), (viii) the rating of the Securities by rating agencies, (ix) the fees and expenses
of the Trustee and its counsel and (x) the performance by the Company of its other
obligations under the Note Documents.




     (g) To use the proceeds from the sale of the Original Notes in the manner described in
the Pricing Disclosure Package under the caption “Use of Proceeds.”




     (h) To do and perform all things required to be done and performed under this Agreement
by them prior to or after the Closing Date and to satisfy all conditions precedent on their
part to the delivery of the Securities.




     (i) Not to, and not to permit any Subsidiary to, sell, offer for sale or solicit offers
to buy any security (as defined in the Act) that would be integrated with the sale of the
Securities in a manner that would require the registration under the Act of the sale of the
Securities to the Initial Purchasers or any Eligible Purchasers.




     (j) Not to, and to cause its affiliates (as defined in Rule 144 under the Act) not to,
resell any of the Securities that have been reacquired by any of them.




     (k) Not to engage, not to allow any Subsidiary to engage, and to cause its other
affiliates and any person acting on their behalf (other than, in any case, the Initial
Purchasers and any of their affiliates, as to whom the Company makes no covenant) not to
engage, in any form of general solicitation or general advertising (within the meaning of
Regulation D under the Act) in connection with any offer or sale of the Securities in the
United States.




     (l) Not to engage, not to allow any Subsidiary to engage, and to cause its other
affiliates and any person acting on their behalf (other than, in any case, the Initial
Purchasers and any of their affiliates, as to whom the Company makes no covenant) not to
engage, in any directed selling effort with respect to the Securities, and to comply with
the offering restrictions requirement of Regulation S. Terms used in this paragraph have
the meanings given to them by Regulation S.




     (m) From and after the Closing Date, for so long as any of the Securities remain
outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the
Act and during any period in which the Company is not subject to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), to
make available upon request the information required by Rule 144A(d)(4) under the Act
to (i) any holder or beneficial owner of Securities in connection with any sale of such
Securities and (ii) any prospective purchaser of such Securities from any such holder or



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beneficial owner designated by the holder or beneficial owner. The Company will pay the
expenses of preparing, printing and distributing such documents.




     (n) To comply with their obligations under the Registration Rights Agreement.




     (o) To cooperate with and assist the Initial Purchasers to obtain approval of the
Securities to be eligible for clearance and settlement through DTC.




     (p) Prior to the Closing Date, to furnish without charge to the Initial Purchasers, (i)
as soon as they have been prepared by the Company, a copy of any regularly prepared internal
financial statements of the Company and the Subsidiaries for any period subsequent to the
period covered by the financial statements appearing in the Pricing Disclosure Package, (ii)
all other reports and other communications (financial or otherwise) that the Company mails
or otherwise makes available to its security holders and (iii) such other information as the
Initial Purchasers shall reasonably request.




     (q) Without the prior consent of the Representatives, not to make, and not to permit
any of its affiliates or anyone acting on its or its affiliates behalf to make, any offer
relating to the Securities that, if the offering of the Securities contemplated by this
Agreement were conducted as a public offering pursuant to a registration statement filed
under the Act with the Commission, would constitute an “issuer free writing prospectus,” as
defined in Rule 433 under the Act (any such offer is hereinafter referred to as a “Company
Supplemental Disclosure Document”).




     (r) During the period of two years after the Closing Date or, if earlier, until such
time as the Securities are no longer restricted securities (as defined in Rule 144 under the
Act), not to be or become a closed-end investment company required to be registered, but not
registered, under the Investment Company Act of 1940.




     (s) In connection with the offering, until the Initial Purchasers shall have notified
the Company of the completion of the distribution of the Securities, not to, and not to
permit any of its affiliates (as such term is defined in Rule 501(b) of Regulation D under
the Act) to, either alone or with one or more other persons, bid for or purchase for any
account in which it or any of its affiliates has a beneficial interest, for the purpose of
creating actual or apparent active trading in, or of raising the price of, the Securities.




     (t) During the period from the date hereof through and including the date that is 45
days after the date hereof, without the prior written consent of Merrill Lynch (which
consent may be withheld at the sole discretion of Merrill Lynch), to not, directly or
indirectly, offer, sell, contract or grant any option to sell, pledge, transfer or establish
an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act,
or otherwise dispose of or transfer, or announce the offering of, or file any registration
statement under the Act in respect of, any debt securities of the Company or
any Subsidiary or any securities exchangeable for or convertible into debt securities
of the Company or any Subsidiary (other than as contemplated by this Agreement and to
register the Exchange Securities).



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          5. Representations and Warranties.




     (a) The Issuers represent and warrant to the Initial Purchasers that, as of the date
hereof and as of the Closing Date (references in this Section 5 to the “Offering Memorandum”
are to (x) the Pricing Disclosure Package in the case of representations and warranties made
as of the date hereof and (y) the Final Offering Memorandum in the case of representations
and warranties made as of the Closing Date):





          (i) Neither the Pricing Disclosure Package, as of the Applicable Time, nor the Final
Offering Memorandum, as of its date or (as amended or supplemented in accordance with
Section 4(b), if applicable) as of the Closing Date, contains or represents any untrue
statement of a material fact or omits to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not
misleading and each Company Supplemental Disclosure Document listed on Schedule IV
hereto does not conflict with the information contained in the Pricing Disclosure Package or
the Final Offering Memorandum and each such Company Supplemental Disclosure Document, as
supplemented by and taken together with the Pricing Disclosure Package as of the Applicable
Time, did not include any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that the Issuers make no
representation or warranty with respect to information relating to the Initial Purchasers
contained in or omitted from the Pricing Disclosure Package, the Final Offering Memorandum
or any amendment or supplement thereto in reliance upon and in conformity with information
furnished to the Company in writing by or on behalf of any Initial Purchaser through the
Representatives expressly for inclusion in the Pricing Disclosure Package, the Final
Offering Memorandum or amendment or supplement thereto, as the case may be. No order
preventing the use of the Preliminary Offering Memorandum, the Pricing Supplement or the
Final Offering Memorandum, or any amendment or supplement thereto, or any order asserting
that any of the transactions contemplated by this Agreement are subject to the registration
requirements of the Act, has been issued or, to the knowledge of the Issuers, has been
threatened.




          (ii) The documents incorporated or deemed to be incorporated by reference in the
Offering Memorandum at the time they were or hereafter are filed with the Commission
(collectively, the “Incorporated Documents”) complied and will comply in all material
respects with the requirements of the Exchange Act. Each such Incorporated Document, when
taken together with the Pricing Disclosure Package, did not as of the Applicable Time, and
at the Closing Date will not, contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading




          (iii) There are no securities of the Issuers that are listed on a national securities
exchange registered under Section 6 of the Exchange Act or that are quoted in a United
States automated interdealer quotation system of the same class within the meaning of Rule
144A as the Securities.



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          (iv) The capitalization of the Company as of the Closing Date will be as set forth in
the “As Adjusted” column under the heading “Capitalization” in the Offering Memorandum
(assuming the Tender Offer is fully subscribed), other than changes since September 30, 2010
in (A) cash and cash equivalents in the ordinary course of business, (B) other debt and
obligations under capital leases in the ordinary course of business, and (C) items of
stockholders’ equity for shares issued upon the exercise of options (including treasury
stock) and shares repurchased by the Company, and for retained earnings. All of the issued
and outstanding equity interests of the Company have been duly authorized and validly
issued, are fully paid and nonassessable and were not issued in violation of any preemptive
or similar right. Attached as Schedule II is a true and complete list of each
entity in which the Company has a direct or indirect majority equity or voting interest
(each, a “Subsidiary” and, together, the “Subsidiaries”), their jurisdictions of
organization, name of its equityholder(s) and percentage of outstanding equity owned of
record by each equityholder. All of the issued and outstanding equity interests of each
Subsidiary have been duly and validly authorized and issued, are fully paid (to the extent
required under the applicable limited liability company agreement or limited partnership
agreement of the Subsidiary, as applicable) and nonassessable (except as such
nonassessability may be affected by Section 18-607 of the Delaware Limited Liability Company
Act (the “Delaware LLC Act”), in the case of limited liability company interests in a
Delaware limited liability company, and Section 17-607 of the Delaware Revised Uniform
Limited Partnership Act (the “Delaware LP Act”), in the case of any partnership interests in
a Delaware limited partnership, and Section 17-403 of the Delaware LP Act with respect to
general partner interests in a Delaware limited partnership), and, except for directors’
qualifying shares and as set forth in the Offering Memorandum, are owned, directly or
indirectly through Subsidiaries, by the Company free and clear of all liens (other than
transfer restrictions imposed by the Act, the securities or Blue Sky laws of certain
jurisdictions and security interests granted pursuant to the Senior Credit Facility).
Except as set forth in the Offering Memorandum, there are no outstanding options, warrants
or other rights to acquire or purchase, or instruments convertible into or exchangeable for,
any equity interests of the Company or any of the Subsidiaries. No holder of any securities
of the Company or any of the Subsidiaries is entitled to have such securities (other than
the Securities) registered under any registration statement contemplated by the Registration
Rights Agreement.




          (v) Each of the Company and each Subsidiary (A) is a corporation, limited liability
company, partnership or other entity duly organized and validly existing under the laws of
the jurisdiction of its organization; (B) has all requisite corporate or other power and
authority necessary to own its property and carry on its business as now being conducted and
(C) is qualified to do business and is in good standing in all jurisdictions in which the
nature of the business conducted by it or its ownership of property makes such qualification
necessary, except where the failure to be so qualified and be in good standing, individually
or in the aggregate, would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect. A
“Material Adverse Effect” means (x) a material adverse effect on, or any development
involving a prospective material adverse change in, the business, condition (financial or
other), results of operations, performance or properties of the Company and the



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Subsidiaries, taken as a whole or (y) an adverse effect on the ability to consummate the
transactions contemplated hereby on a timely basis.




         (vi) Each Issuer has all requisite corporate or other power and authority to execute,
deliver and perform all of its obligations under the Note Documents to which it is a party
and to consummate the transactions contemplated hereby, and, without limitation, the Company
has all requisite corporate power and authority to issue, sell and deliver and perform its
obligations under the Notes.




         (vii) This Agreement has been duly and validly authorized, executed and delivered by
each Issuer.




         (viii) The execution and delivery of, and the performance by each Issuer of their
respective obligations under the Indenture have been duly and validly authorized by each
Issuer and, when duly executed and delivered by the Issuers (assuming the due authorization,
execution and delivery thereof by the Trustee), will be a legally binding and valid
obligation of each such Issuer, enforceable against it in accordance with its terms, except
as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’
rights generally and by general principles of equity (regardless of whether considered at
equity or at law) and the discretion of the court before which any proceeding therefor may
be brought (the “Enforceability Exceptions”). The Indenture, when executed and delivered,
will conform in all material respects to the description thereof in the Offering Memorandum.




         (ix) The Original Notes have been duly and validly authorized for issuance and sale to
the Initial Purchasers by the Company, and when issued, authenticated by the Trustee in
accordance with the provisions of the Indenture, and delivered by the Company against
payment therefor by the Initial Purchasers in accordance with the terms of this Agreement
and the Indenture, the Original Notes will be legally binding and valid obligations of the
Company, entitled to the benefits of the Indenture and enforceable against the Company in
accordance with their terms, except as the enforcement thereof may be limited by the
Enforceability Exceptions. The Original Notes, when issued, authenticated by the Trustee in
accordance with the provisions of the Indenture and delivered, will conform in all material
respects to the description thereof in the Offering Memorandum.




         (x) The Exchange Notes have been, or on or before the Closing Date will be, duly and
validly authorized for issuance by the Company, and when issued, authenticated and delivered
by the Company in accordance with the terms of the Registration Rights Agreement, the
Exchange Offer and the Indenture, the Exchange Notes will be legally binding and valid
obligations of the Company, entitled to the benefits of the Indenture and enforceable
against the Company in accordance with their
terms, except as the enforcement thereof may be limited by the Enforceability
Exceptions.



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         (xi) The Guarantees have been duly and validly authorized by each of the Guarantors and
when the Original Notes are issued, authenticated by the Trustee in accordance with the
provisions of the Indenture, and delivered by the Company against payment by the Initial
Purchasers in accordance with the terms of this Agreement and the Indenture, will be legally
binding and valid obligations of the Guarantors, enforceable against each of them in
accordance with their terms, except that enforceability thereof may be limited by the
Enforceability Exceptions. The guarantees of the Exchange Notes have been duly and validly
authorized by each of the Guarantors and, when the Exchange Notes are issued, authenticated
by the Trustee in accordance with the provisions of the Indenture, and delivered in
accordance with the terms of the Registration Rights Agreement, the Exchange Offer and the
Indenture, will be legally binding and valid obligations of the Guarantors, enforceable
against each of them in accordance with their terms, except that enforceability thereof may
be limited by the Enforceability Exceptions.




         (xii) The Registration Rights Agreement has been duly and validly authorized by each
Issuer and, when duly executed and delivered by the Issuers (assuming the due authorization,
execution and delivery thereof by the Initial Purchasers), will constitute a valid and
legally binding obligation of each such Issuer, enforceable against it in accordance with
its terms, except that (A) the enforcement thereof may be limited by the Enforceability
Exceptions and (B) any rights to indemnity or contribution thereunder may be limited by
federal and state securities laws and public policy considerations. The Registration Rights
Agreement, when executed and delivered, will conform in all material respects to the
description thereof in the Offering Memorandum.




         (xiii) Neither the Company nor any Subsidiary is (A) in violation of its charter,
bylaws or other constitutive documents, (B) in default (or, with notice or lapse of time or
both, would be in default) in the performance or observance of any obligation, agreement,
covenant or condition contained in any bond, debenture, note, indenture, mortgage, deed of
trust, loan or credit agreement, lease, license, franchise agreement, authorization, permit,
certificate or other agreement or instrument to which the Company or any Subsidiary is a
party or by which any of them is bound or to which any of their assets or properties is
subject (collectively, “Agreements and Instruments”), or (C) in violation of any law,
statute (including, without limitation, any rule or regulation) or any judgment, order or
decree of any domestic or foreign court or other governmental or regulatory authority,
agency or other body with jurisdiction over any of them or any of their assets or properties
(“Governmental Authority”), except, in the case of clauses (B) and (C), for such defaults or
violations as could not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.




         (xiv) The execution, delivery and performance of the Note Documents and the issuance
and sale of the Securities does not and will not (A) violate the charter, bylaws or other
constitutive documents of the Company or any Subsidiary, (B) conflict with or constitute a
breach of or a default under (or an event that with notice or the lapse
of time, or both, would constitute a default), or require consent under, or result in a
Repayment Event (as defined herein), other than a Repayment Event that will be satisfied at
the Closing Date as contemplated by the Offering Memorandum, or the creation or



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imposition
of a lien, charge or encumbrance on any property or assets of the Company or any Subsidiary
under any of the Agreements and Instruments or (C) violate any law, statute, rule or
regulation, including, without limitation, Regulation T, U or X of the Board of Governors of
the Federal Reserve System, or any judgment, order or decree of any Governmental Authority,
except for such conflicts, violations, breaches or defaults in the cases of clauses (B) and
(C) that would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. Assuming the accuracy of the representations and warranties of the
Initial Purchasers in Section 5(b) of this Agreement, no consent, approval, authorization or
order of, or filing, registration, qualification, license or permit of or with, any
Governmental Authority is required to be obtained or made by the Company or any Subsidiary
for the execution, delivery and performance by the Company or any Subsidiary of the Note
Documents, the issuance and sale of the Securities and the consummation of the transactions
contemplated hereby and by the Note Documents, except (1) such as have been or will be
obtained or made on or prior to the Closing Date, (2) registration of the Exchange Offer or
resale of the Notes under the Act pursuant to the Registration Rights Agreement, and
qualification of the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust
Indenture Act”), in connection with the issuance of the Exchange Notes, and (3) such filings
as may be required to terminate Liens securing existing indebtedness to be paid off with the
proceeds of the Offering. No consents or waivers from any other person or entity are
required for the execution, delivery and performance of the Note Documents and the issuance
and sale of the Securities, other than such consents and waivers as have been obtained or
will be obtained prior to the Closing Date and will be in full force and effect. As used
herein, a “Repayment Event” means any event or condition which gives the holder of any note,
debenture or other evidence of indebtedness (or any person acting on such holder’s behalf)
the right to require the repurchase, redemption or repayment of all or a portion of such
indebtedness by the Company or any Subsidiary.




         (xv) Except as otherwise disclosed in the Offering Memorandum, there are no outstanding
loans, advances (except advances for business expenses in the ordinary course of business)
or guarantees of indebtedness by the Company or any affiliate of the Company to or for the
benefit of any of the officers or directors of the Company or any affiliate of the Company
or any of their respective family members.




         (xvi) The public accountants whose report is included in the Offering Memorandum are
independent within the meaning of the Act. The historical consolidated financial statements
(including the notes thereto) included in the Offering Memorandum present fairly in all
material respects the consolidated financial position, results of operations, cash flows and
changes in stockholder’s equity of the Company at the respective dates and for the
respective periods indicated. All such financial statements have been prepared in
accordance with generally accepted accounting principles in the United States (“GAAP”)
applied on a consistent basis throughout the periods presented (except as disclosed therein)
and in compliance with Regulation S-X (“Regulation S-X”) under the Exchange Act. The
information set forth under the
captions “Offering Memorandum Summary — Summary Historical Consolidated Financial
Data” and “Selected Historical Financial Data” included in the Offering Memorandum have been
prepared on a basis consistent with that of the audited financial



11









 







statements of the Company.
The ratio of earnings to fixed charges has been calculated in compliance with Item 503(d)
of Regulation S-K. The other financial information, including but not limited to the
financial information under the heading “Offering Memorandum Summary — Recent Developments”
and non-GAAP financial measures, if any, included in the Offering Memorandum have been
prepared in good faith and on a reasonable basis consistent with that of the unaudited
financial statements of the Company. Since the date as of which information is given in the
Offering Memorandum, except as set forth in the Offering Memorandum (including the
Concurrent Transactions), (A) neither the Company nor any Subsidiary has (1) incurred any
liabilities or obligations, direct or contingent, that would, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, or (2) entered into any
material transaction not in the ordinary course of business, (B) there has not been any
event or development in respect of the business or condition (financial or other) of the
Company or any Subsidiary that, either individually or in the aggregate, would reasonably be
expected to have a Material Adverse Effect, (C) there has been no dividend or distribution
of any kind declared, paid or made by the Company on any of its equity interests and (D)
there has not been any change in the long-term debt of the Company or any Subsidiary other
than changes due to ordinary course of business capital leases.




         (xvii) The statistical and market-related data and forward-looking statements included
in the Offering Memorandum are based on or derived from sources that the Issuers believe to
be reliable and accurate in all material respects and represent their good faith estimates
that are made on the basis of data derived from such sources. The Company has obtained the
written consent to the use of such data from such sources to the extent required.




         (xviii) As of the date hereof and as of the Closing Date, immediately prior to and
immediately following the issuance and sale of the Securities, each Issuer is and will be
Solvent. As used herein, “Solvent” shall mean, for any person on a particular date, that on
such date (A) the fair value of the property of such person is greater than the total amount
of liabilities, including, without limitation, contingent liabilities, of such person, (B)
the present fair salable value of the assets of such person is not less than the amount that
will be required to pay the probable liability of such person on its debts as they become
absolute and matured, (C) such person does not intend to, and does not believe that it will,
incur debts and liabilities beyond such person’s ability to pay as such debts and
liabilities mature, (D) such person is not engaged in a business or a transaction, and is
not about to engage in a business or a transaction, for which such person’s property would
constitute an unreasonably small capital and (E) such person is able to pay its debts as
they become due and payable.




         (xix) Except as set forth in the Offering Memorandum, there is (A) no action, suit or
proceeding before or by any Governmental Authority or arbitrator, now pending or, to the
knowledge of the Issuers, threatened or contemplated, to which the Company or any Subsidiary
is or may be a party or to which the business, assets or
property of the Company or any Subsidiary is or may be subject and (B) no judgment,
decree or order of any Governmental Authority that, in either of clause (A) or (B), could



12









 







reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.




         (xx) Except as could not reasonably be expected to have a Material Adverse Effect, no
labor disturbance by the employees of the Company or any Subsidiary exists or, to the
knowledge of the Issuers, is imminent.




         (xxi) Except as described in the Offering Memorandum and except for such matters as
would not individually or in the aggregate have a Material Adverse Effect (A) none of the
Company or any of its Subsidiaries is in violation of any federal, state, local or foreign
statute, law, rule, regulation, ordinance, code, policy or rule of common law or any
judicial or administrative interpretation thereof, including any judicial or administrative
order, consent, decree or judgment, relating to pollution or protection of human health, the
environment (including, without limitation, ambient air, surface water, groundwater, land
surface or subsurface strata) or wildlife, including, without limitation, laws and
regulations relating to the release or threatened release of chemicals, pollutants,
contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum
products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to
the manufacture, processing, distribution, use, treatment, storage, disposal, transport or
handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and
its Subsidiaries have all permits, authorizations and approvals required under any
applicable Environmental Laws and are each in compliance with their requirements, (C) there
are no pending or, to the knowledge of the Company, threatened administrative, regulatory or
judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or
violation, investigation or proceedings relating to any Environmental Law against the
Company, or any of its Subsidiaries, and (D) to the knowledge of the Company, there are no
events or circumstances that would reasonably be expected to form the basis of an order for
clean-up or remediation, or an action, suit or proceeding by any private party or
governmental body or agency, against or affecting the Company or any of its Subsidiaries
relating to Hazardous Materials or any Environmental Laws. In the ordinary course of its
business, the Company conducts a periodic review of the effect of Environmental Laws on the
business, operations and properties of the Company and its Subsidiaries, in the course of
which it identifies and evaluates associated costs and liabilities (including, without
limitation, any capital or operating expenditures required for clean-up, closure of
properties or compliance with Environmental Laws or any permit, license or approval, any
related constraints on operating activities and any potential liabilities to third parties).
On the basis of such review and the amount of its established reserves, the Company has
reasonably concluded that such associated costs and liabilities would not, individually or
in the aggregate, result in a Material Adverse Effect.




         (xxii) The Company and its Subsidiaries possess adequate certificates, authorities or
permits issued by appropriate governmental agencies or bodies necessary to conduct the
business now operated by them and have not received any notice of proceedings relating to
the revocation or modification of any such certificate, authority or
permit that, if determined adversely to the Company or any of its Subsidiaries, would
individually or in the aggregate have a Material Adverse Effect.



13









 







         (xxiii) The Company and the Subsidiaries have good and indefeasible title in fee simple
to all items of owned real property, and good and marketable title to all personal property
owned by each of them in each case free and clear of any pledge, lien, encumbrance, security
interest or other defect or claim of any third party, except (A) such as would not
reasonably be expected a Material Adverse Effect, (B) liens described in the Offering
Memorandum and (C) liens permitted by the Indenture. Any real property, personal property
and buildings held under lease by the Company or any such Subsidiary are held under valid,
subsisting and enforceable leases, with such exceptions as would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.




         (xxiv) Each of the Company and the Subsidiaries has insurance covering its properties,
operations, personnel and business, including protection and indemnity insurance, which
insurance is in amounts and insures against such losses and risks as are generally deemed
adequate to protect each of the Company and the Subsidiaries and its business consistent
with industry practice. All policies of insurance insuring the Company and its Subsidiaries
or their businesses, assets, employees, officers and directors are in full force and effect,
except where the failure to have such policies in full force and effect would not reasonably
be expected, individually or in the aggregate, to have a Material Adverse Effect. Each of
the Company and the Subsidiaries is in compliance with the terms of such policies and
instruments in all material respects. Neither the Company nor any Subsidiary has been
refused any insurance coverage sought or applied for, and the Company has no reason to
believe that it or any of its Subsidiaries will not be able to renew existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar
insurers as may be necessary to continue its business at a cost that could not reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect.




         (xxv) All tax returns required to be filed by the Company or any Subsidiary have been
filed (or extensions have been obtained) in all jurisdictions where such returns are
required to be filed; and all taxes, including withholding taxes, value added and franchise
taxes, penalties and interest, assessments, fees and other charges due or claimed to be due
from such entities or that are due and payable have been paid, other than those being
contested in good faith and for which reserves have been provided in accordance with GAAP or
those currently payable without penalty or interest and except where the failure to make
such required filings or payments could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.




         (xxvi) Neither the Company nor any Subsidiary is, or after giving effect to the
transactions contemplated hereby will be, required to be registered as an “investment
company” or a company “controlled” by an “investment company” within the meaning of the
Investment Company Act of 1940, as amended.




         (xxvii) The Company and the Subsidiaries maintain a system of internal accounting
controls sufficient to provide reasonable assurance that: (A) transactions are executed in
accordance with management’s general or specific authorizations; (B) transactions are
recorded as necessary to permit preparation of their financial statements



14









 







in conformity with
GAAP and to maintain accountability for assets; (C) access to assets is permitted only in
accordance with management’s general or specific authorization; and (D) the recorded
accountability for their assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences.




         (xxviii) The Company has established and maintains disclosure controls and procedures
(as such term is defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls
and procedures are designed to ensure that material information relating to the Company and
the Subsidiaries is made known to the chief executive officer and chief financial officer of
the Company by others within the Company or any Subsidiary and such disclosure controls and
procedures are reasonably effective to perform the functions for which they were established
subject to the limitations of any such control system; the Company’s auditors and the audit
committee of the board of directors of the Company have been advised of: (A) any significant
deficiencies in the design or operation of internal controls which could adversely affect
the Company’s ability to record, process, summarize, and report financial data; and (B) any
fraud, whether or not material, that involves management or other employees who have a role
in the Company’s internal controls; and since the date of the most recent evaluation of such
disclosure controls and procedures, there have been no significant changes in internal
controls or in other factors that could significantly affect internal controls, including
any corrective actions with regard to significant deficiencies and material weaknesses.




         (xxix) Neither the Company nor any of its affiliates (as defined in Rule 501(b) of
Regulation D under the Act) has, directly or through any person acting on its or their
behalf (other than any Initial Purchaser, as to which no representation is made), (A)taken,
directly or indirectly, any action designed to, or that might reasonably be expected to
cause or result in stabilization or manipulation of the price of any security of any Issuer
to facilitate the sale or resale of the Securities, (B) sold, bid for, purchased or paid any
person any compensation for soliciting purchases of the Securities in a manner that would
require registration of the Securities under the Act or paid or agreed to pay to any person
any compensation for soliciting another to purchase any other securities of any Issuer in a
manner that would require registration of the Securities under the Act, (C) sold, offered
for sale, contracted to sell, pledged, solicited offers to buy or otherwise disposed of or
negotiated in respect of any security (as defined in the Act) that is currently or will be
integrated with the sale of the Securities in a manner that would require the registration
of the Securities under the Act or (D) engaged in any directed selling effort (as defined by
Regulation S) with respect to the Securities, and each of them has complied with the
offering restrictions requirement of Regulations.




         (xxx) The Company, the Guarantors and their respective affiliates and all persons
acting on their behalf (other than the Initial Purchasers, as to whom the Company and the
Guarantors make no representation) have complied with and will comply with the offering
restrictions requirements of Regulation S in connection with the offering of the
Securities outside the United States and, in connection therewith, the Offering
Memorandum will contain the disclosure required by Rule 902 under the Act. Each of the
Company and the Guarantors is a “reporting issuer” as defined in Rule 902 under the Act.



15









 






         (xxxi) No form of general solicitation or general advertising (prohibited by the Act in
connection with offers or sales such as the Exempt Resales) was used by the Company or any
person acting on its behalf (other than any Initial Purchaser as to which no representation
is made) in connection with the offer and sale of any of the Securities or in connection
with Exempt Resales, including, but not limited to, articles, notices or other
communications published in any newspaper, magazine or similar medium or broadcast over
television or radio or the Internet, or any seminar or meeting whose attendees have been
invited by any general solicitation or general advertising within the meaning of Regulation
D under the Act. The Company has not made, and has not permitted any of its affiliates or
anyone acting on its or its affiliates behalf to make, any Company Supplemental Disclosure
Document other than as set forth on Schedule IV hereto. Neither the Company nor any
of its affiliates has entered into, or will enter into, any contractual arrangement with
respect to the distribution of the Securities except for this Agreement.




         (xxxii) Except as described in the section entitled “Plan of Distribution” in the
Offering Memorandum, there are no contracts, agreements or understandings between the
Company or any Subsidiary and any other person other than the Initial Purchasers pursuant to
this Agreement that would give rise to a valid claim against the Company, any Subsidiary or
any of the Initial Purchasers for a brokerage commission, finder’s fee or like payment in
connection with the issuance, purchase and sale of the Securities.




         (xxxiii) The principal executive officer and principal financial officer of the Company
have made all certifications required by the Sarbanes-Oxley Act of 2002 and the rules and
regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”). The Company is
otherwise in compliance in all material respects with all applicable provisions of the
Sarbanes-Oxley Act that are effective.




         (xxxiv) None of the Issuers nor, to the knowledge of the Issuers, any director,
officer, agent, employee or affiliate of the any of the Issuers is currently the subject of
any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury
Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the
offering, or lend, contribute or otherwise make available such proceeds to any Subsidiary,
joint venture partner or other person or entity, for the purpose of financing the activities
of any person or entity that, at the time of such funding, is the subject of any sanctions
administered by OFAC.




         (xxxv) None of the Issuers, nor, to the knowledge of the Issuers, any director,
officer, agent, employee or other person associated with or acting on behalf of any of the
Issuers, has (i) used any corporate funds for any unlawful contribution, gift,
entertainment or other unlawful expense relating to political activity; or (ii)
violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of
1977.




         (xxxvi) The operations of the Company and its Subsidiaries are and have been conducted
at all times in compliance with applicable financial recordkeeping and reporting
requirements of the Currency and Foreign Transactions Reporting Act of 1970,



16









 







as amended, the
money laundering statutes of all applicable jurisdictions, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines issued, administered
or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no
action, suit or proceeding by or before any court or governmental agency, authority or body
or any arbitrator involving the Company or any of its subsidiaries with respect to the Money
Laundering Laws is pending or, to the best knowledge of the Company, threatened.




         Each certificate signed by any officer of any Issuer and delivered to the Initial Purchasers
or counsel for the Initial Purchasers pursuant to, or in connection with, this Agreement shall be
deemed to be a representation and warranty by the Issuers to the Initial Purchasers as to the
matters covered by such certificate.




          The Company acknowledges that the Initial Purchasers and, for purposes of the opinions to be
delivered to the Initial Purchasers pursuant to Section 8 of this Agreement, counsel to the Company
and counsel to the Initial Purchasers will rely upon the accuracy and truth of the foregoing
representations and the Company hereby consents to such reliance.



          (b) Each Initial Purchaser, severally and not jointly, represents and warrants to, and agrees
with, the Company that: (i) it will offer and sell Securities only to (y) persons who it reasonably
believes are QIB in transactions meeting the requirements of Rule 144A or (z) upon the terms and
conditions set forth in Section 5(c) of this Agreement; (ii) it is an institutional “accredited
investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Act; and it will not
offer or sell Securities by, any form of general solicitation or general advertising, including but
not limited to the methods described in Rule 502(c) under the Act.




          (c) Each Initial Purchaser understands and agrees that:





     (i) It has not offered or sold and will not offer or sell the Securities in the United
States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in
each case, as defined in Rule 902 of Regulation S (A) as part of its distribution at any
time and (B) otherwise until 40 days after the later of the commencement of the offering of
the Securities pursuant hereto and the Closing Date, other than in accordance with
Regulation S or another exemption from the registration requirements of the Act.




     (ii) During such 40-day restricted period, it will not cause any advertisement with
respect to the Securities (including any “tombstone” advertisement) to be published in any
newspaper or periodical or posted in any public place and will not issue any circular
relating to the Securities, except such advertisements as are permitted by and include the
statements required by Regulation S.




     (iii) At or prior to confirmation of a sale of Securities by it to any distributor,
dealer or person receiving a selling concession, fee or other remuneration during the 40-day
restricted period referred to in Rule 903 of Regulation S, it will send to such distributor,
dealer or person receiving a selling concession, fee or other remuneration a confirmation or
notice to substantially the following effect:




17











 






The Securities covered hereby have not been registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), and may not be offered
and sold within the United States or to, or for the account or benefit of, U.S.
persons (i) as part of your distribution at any time or (ii) otherwise until 40 days
after the later of the date the Securities were first offered to persons other than
distributors in reliance upon Regulation S and the Closing Date, except in either
case in accordance with Regulation S under the Securities Act (or in accordance with
Rule 144A under the Securities Act or to accredited investors in transactions that
are exempt from the registration requirements of the Securities Act), and in
connection with any subsequent sale by you of the Securities covered hereby in
reliance on Regulation S under the Securities Act during the period referred to
above to any distributor, dealer or person receiving a selling concession, fee or
other remuneration, you must deliver a notice to substantially the foregoing effect.
Terms used above have the meanings assigned to them in Regulation S under the
Securities Act.



          6. Indemnification.




     (a) The Issuers, jointly and severally, agree to indemnify and hold harmless the
Initial Purchasers, each person, if any, who controls any Initial Purchaser within the
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, the agents,
employees, officers and directors of any Initial Purchaser and the agents, employees,
officers and directors of any such controlling person from and against any and all losses,
liabilities, claims, damages and expenses whatsoever (including, but not limited to,
reasonable attorneys’ fees and any and all reasonable expenses whatsoever incurred in
investigating, preparing or defending against any litigation, commenced or threatened, or
any claim whatsoever, and any and all reasonable amounts paid in settlement of any claim or
litigation) (collectively, “Losses”) to which they or any of them may become subject under
the Act, the Exchange Act or otherwise insofar as such Losses (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue statement of
a material fact contained in the Pricing Disclosure Package or the Final Offering
Memorandum, or in any amendment or supplement thereto, or any Company Supplemental
Disclosure Document, or arise out of or are based upon the omission or alleged omission to
state therein a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that none of the Issuers
will be liable in any such case to the extent, but only to the extent, that any such Loss
arises out of or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission relating to an Initial Purchaser made therein in reliance upon
and in conformity with written information furnished to the Company by or on behalf of such
Initial Purchaser through the Representatives expressly for use therein. This indemnity
agreement will be in addition to any liability that the Issuers may otherwise have,
including, but not limited to, liability under this Agreement.




     (b) Each Initial Purchaser, severally and not jointly, agrees to indemnify and hold
harmless the Issuers, and each person, if any, who controls any of the Issuers within the
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, the agents,
employees, officers and directors of any of the Issuers and the agents, employees, officers



18









 







and directors of any such controlling person from and against any and all Losses to
which they or any of them may become subject under the Act, the Exchange Act or otherwise
insofar as such Losses (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in the Pricing
Disclosure Package or the Final Offering Memorandum, or in any amendment or supplement
thereto, or any Company Supplemental Disclosure Document, or arise out of or are based upon
the omission or alleged omission to state therein a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading, in each case to the extent, but only to the extent, that any such Loss arises
out of or is based upon any untrue statement or alleged untrue statement or omission or
alleged omission relating to such Initial Purchaser made therein in reliance upon and in
conformity with information furnished in writing to the Company by or on behalf of such
Initial Purchaser through the Representatives expressly for use therein. Each of the Company
and the Guarantors hereby acknowledges that the only information that the Initial Purchasers
through the Representatives have furnished to the Company expressly for use in the
Preliminary Offering Memorandum, the Pricing Supplement, any Company Supplemental Disclosure
Document or the Final Offering Memorandum (or any amendment or supplement thereto) are the
statements set forth in the sections entitled “Notice to Prospective Investors in the EEA,”
“Notice to Prospective in Switzerland” and “Notice to Prospective Investors in the Dubai
International Financial Centre” under the caption “Plan of Distribution” in the Preliminary
Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in
this Section 6(b) shall be in addition to any liabilities that each Initial Purchaser may
otherwise have.




     (c) Promptly after receipt by an indemnified party under Section 6(a) or 6(b) above of
notice of the commencement of any action, suit or proceeding (collectively, an “action”),
such indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such section, notify each party against whom indemnification is to
be sought in writing of the commencement of such action (but the failure so to notify an
indemnifying party shall not relieve such indemnifying party from any liability that it may
have under this Section 6 except to the extent that it has been prejudiced in any material
respect by such failure). In case any such action is brought against any indemnified party,
and it notifies an indemnifying party of the commencement of such action, the indemnifying
party will be entitled to participate in such action, and to the extent it may elect by
written notice delivered to the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense of such action with counsel
satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified
party or parties shall have the right to employ its or their own counsel in any such action,
but the reasonable fees and expenses of such counsel shall be at the expense of such
indemnified party or parties unless (i) the employment of such counsel shall have been
authorized in writing by the indemnifying parties in connection with the defense of such
action, (ii) the indemnifying parties shall not have employed counsel to take charge of the
defense of such action within a reasonable time after notice of commencement of the action,
or (iii) the named parties to such action (including any impleaded parties) include such
indemnified party and the indemnifying parties (or such indemnifying parties have assumed
the defense of such action), and such indemnified party or parties shall have reasonably
concluded that there



19









 







may be defenses available to it or them that are different from or additional to those
available to one or all of the indemnifying parties (in which case the indemnifying parties
shall not have the right to direct the defense of such action on behalf of the indemnified
party or parties), in any of which events such reasonable fees and expenses of counsel shall
be borne by the indemnifying parties. In no event shall the indemnifying parties be liable
for the fees and expenses of more than one counsel (together with appropriate local counsel)
at any time for all indemnified parties in connection with any one action or separate but
substantially similar or related actions arising in the same jurisdiction out of the same
general allegations or circumstances. An indemnifying party shall not be liable for any
settlement of any claim or action effected without its written consent, which consent may
not be unreasonably withheld. Notwithstanding the foregoing sentence, if at any time an
indemnified party shall have requested an indemnifying party to reimburse the indemnified
party for fees and expenses of counsel as contemplated by paragraph (a) or (b) of this
Section 6, then the indemnifying party agrees that it shall be liable for any settlement of
any proceeding effected without its written consent if (A) such settlement is entered into
more than 45 days after receipt by such indemnifying party of the aforesaid request, (B)
such indemnifying party shall not have reimbursed the indemnified party in accordance with
such request prior to the date of such settlement and (C) such indemnified party shall have
given the indemnifying party at least 45 days’ prior notice of its intention to settle. No
indemnifying party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened proceeding in respect of which any indemnified
party is or could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement (x) includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of such
proceeding and (y) does not include a statement as to or an admission of fault, culpability
or a failure to act by or on behalf of any indemnified party.



          7. Contribution. In order to provide for contribution in circumstances in which the
indemnification provided for in Section 6 of this Agreement is for any reason held to be
unavailable from the indemnifying party, or is insufficient to hold harmless a party indemnified
under Section 6 of this Agreement, each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such aggregate Losses (a) in such proportion as is
appropriate to reflect the relative benefits received by the Issuers, on the one hand, and the
Initial Purchasers, on the other hand, from the offering of the Securities or (b) if such
allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to above but also the relative fault of the Issuers, on the one
hand, and the Initial Purchasers, on the other hand, in connection with the statements or omissions
that resulted in such Losses, as well as any other relevant equitable considerations. The relative
benefits received by the Issuers, on the one hand, and the Initial Purchasers, on the other hand,
shall be deemed to be in the same proportion as (x) the total proceeds from the offering of
Securities (net of discounts and commissions but before deducting expenses) received by the Issuers
are to (y) the total discount and commissions received by the Initial Purchasers. The relative
fault of the Issuers, on the one hand, and the Initial Purchasers, on the other hand, shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information
supplied by an Issuer or the Initial Purchasers and the parties’ relative intent,



20









 







knowledge, access to information and opportunity to correct or prevent such statement or
omission or alleged statement or omission.



          The Issuers and the Initial Purchasers agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation or by any other
method of allocation that does not take into account the equitable considerations referred to
above. Notwithstanding the provisions of this Section 7, (i) in no case shall any Initial
Purchaser be required to contribute any amount in excess of the amount by which the total discount
and commissions applicable to the Securities purchased by such Initial Purchaser pursuant to this
Agreement exceeds the amount of any damages that such Initial Purchaser has otherwise been required
to pay by reason of any untrue or alleged untrue statement or omission or alleged omission and (ii)
no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 7, each person, if any, who controls any Initial
Purchaser within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act shall
have the same rights to contribution as the Initial Purchasers, and each person, if any, who
controls an Issuer within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act
and each director, officer, employee and agent of an Issuer shall have the same rights to
contribution as the Issuers. Any party entitled to contribution will, promptly after receipt of
notice of commencement of any action against such party in respect of which a claim for
contribution may be made against another party or parties under this Section 7, notify such party
or parties from whom contribution may be sought, but the omission to so notify such party or
parties shall not relieve the party or parties from whom contribution may be sought from any
obligation it or they may have under this Section 7 or otherwise, except to the extent that it has
been prejudiced in any material respect by such failure; provided, however, that no additional
notice shall be required with respect to any action for which notice has been given under Section 6
for purposes of indemnification. Anything in this section to the contrary notwithstanding, no
party shall be liable for contribution with respect to any action or claim settled without its
written consent; provided, however, that such written consent was not unreasonably withheld.



          8. Conditions of Initial Purchasers’ Obligations. The obligations of the Initial
Purchasers to purchase and pay for the Securities, as provided for in this Agreement, shall be
subject to satisfaction of the following conditions prior to or concurrently with such purchase:




     (a) All of the representations and warranties of the Issuers contained in this
Agreement shall be true and correct on the date of this Agreement and on the Closing Date.
The Issuers shall have performed or complied with all of the agreements and covenants
contained in this Agreement and required to be performed or complied with by them at or
prior to the Closing Date. The Initial Purchasers shall have received a certificate, dated
the Closing Date, signed by the chief executive officer and chief financial officer of the
Company, certifying as to the foregoing and to the effect in Section 8(c).




     (b) The Final Offering Memorandum shall have been printed and copies distributed to the
Initial Purchasers as required by Section 4(a). No stop order suspending the qualification
or exemption from qualification of the Securities in any



21









 







jurisdiction shall have been issued and no proceeding for that purpose shall have been
commenced or shall be pending or threatened.




     (c) Since the Applicable Time, there shall not have been any decrease in the rating of
any debt or preferred stock of the Company or any Subsidiary by any “nationally recognized
statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or
any notice given of any intended or potential decrease in any such rating or of a possible
change in any such rating that does not indicate the direction of the possible change.




     (d) The Initial Purchasers shall have received on the Closing Date opinions dated the
Closing Date, addressed to the Initial Purchasers, of (i) Andrews Kurth LLP, counsel to the
Company, substantially to the effect set forth in Exhibit B hereto, including with
respect to Guarantors organized under the laws of the states of Delaware and Texas; (ii)
counsel to the Guarantors organized under the laws of the State of Oklahoma substantially in
the form of Exhibit C hereto, (iii) counsel to the Guarantor organized under the
laws of the State of Kansas substantially in the form of Exhibit D hereto, and (iv)
counsel to the Guarantor organized under the laws of the State of New Mexico substantially
in the form of Exhibit E hereto.




     (e) The Initial Purchasers shall have received on the Closing Date an opinion dated the
Closing Date of Vinson & Elkins L.L.P., counsel to the Initial Purchasers, in form and
substance satisfactory to the Representative. Such counsel shall have been furnished with
such certificates and documents as they may reasonably request to enable them to review or
pass upon the matters referred to in this Section 8 and in order to evidence the accuracy,
completeness or satisfaction in all material respects of any of the representations,
warranties or conditions contained in this Agreement.




     (f) On the date hereof, the Initial Purchasers shall have received a “comfort letter”
from KPMG LLP, the independent public accountants for the Company, dated the date of this
Agreement, addressed to the Initial Purchasers and in form and substance satisfactory to the
Representatives and counsel to the Initial Purchasers, covering the financial and accounting
information in the Preliminary Offering Memorandum and the Pricing Supplement. In addition,
the Initial Purchasers shall have received a “bring-down comfort letter” from the
independent public accountants for the Company, dated as of the Closing Date, addressed to
the Initial Purchasers and in the form of the “comfort letter” delivered on the date hereof,
except that (i) it shall cover the financial and accounting information in the Final
Offering Memorandum and any amendment or supplement thereto and (ii) procedures shall be
brought down to a date no more than 5 days prior to the Closing Date, and otherwise in form
and substance satisfactory to the Representatives and counsel to the Initial Purchasers.




     (g) The Issuers and the Trustee shall have executed and delivered the Indenture and the
Initial Purchasers shall have received copies thereof. The Issuers shall have executed and
delivered the Registration Rights Agreement and the Initial Purchasers shall have received
executed counterparts thereof.



22









 






     (h) The Initial Purchasers shall have been furnished with wiring instructions for the
application of the proceeds of the Securities in accordance with this Agreement and such
other information as they may reasonably request.




     (i) All agreements set forth in the blanket representation letter of the Company
(including the required riders thereto) to DTC relating to eligibility of the Securities for
clearance and settlement through DTC shall have been complied with.




     (j) Such other documents, approvals, affidavits, opinions or certificates as the
Trustee or the Initial Purchasers may reasonably request in form and substance reasonably
satisfactory to the Trustee or the Initial Purchasers, as the case may be, shall have been
provided to the Trustee or the Initial Purchasers, as the case may be.



          If any of the conditions specified in this Section 8 shall not have been fulfilled when and as
required by this Agreement to be fulfilled (or waived by the Initial Purchasers), this Agreement
may be terminated by the Initial Purchasers on notice to the Company at any time at or prior to the
Closing Date, and such termination shall be without liability of any party to any other party.



          The documents required to be delivered by this Section 8 will be delivered at the office of
counsel for the Initial Purchasers on the Closing Date.



          9. Survival of Representations and Agreements. All representations and warranties,
covenants and agreements contained in this Agreement, including the agreements contained in
Sections 4(f) and 10(d), the indemnity agreements contained in Section 6 and the contribution
agreements contained in Section 7, shall remain operative and in full force and effect regardless
of any investigation made by or on behalf of the Initial Purchasers or any controlling person
thereof or by or on behalf of the Company or any controlling person thereof, and shall survive
delivery of and payment for the Original Notes to and by the Initial Purchasers. The agreements
contained in Sections 4(f), 6, 7, and 10(d) shall survive the termination of this Agreement,
including pursuant to Section 10.



          10. Effective Date of Agreement; Termination.




     (a) This Agreement shall become effective upon execution and delivery of a counterpart
hereof by each of the parties hereto.




     (b) The Initial Purchasers shall have the right to terminate this Agreement at any time
prior to the Closing Date by notice to the Company from the Initial Purchasers, without
liability (other than with respect to Sections 6 and 7) on the Initial Purchasers’ part to
the Company or any affiliate thereof if, on or prior to such date, (i) the Company shall
have failed, refused or been unable to perform any agreement on its part to be performed
under this Agreement when and as required; (ii) any other condition to the obligations of
the Initial Purchasers under this Agreement to be fulfilled by the Issuers pursuant to
Section 8 is not fulfilled when and as required in any material respect; (iii) trading in
any securities of the Company shall be suspended or limited by the Commission or the New
York Stock Exchange, or trading in securities generally on the New York Stock Exchange, the
American Stock Exchange or the Nasdaq National



23









 







Market shall have been suspended or materially limited, or minimum prices shall have
been established thereon by the Commission, or by such exchange or other regulatory body or
governmental authority having jurisdiction; (iv) a general moratorium shall have been
declared by either Federal or New York or Texas State authorities or a material disruption
in commercial banking or securities settlement or clearance services in the United States
shall have occurred; (v) there is an outbreak or escalation of hostilities or national or
international calamity in any case involving the United States, on or after the date of this
Agreement, or if there has been a declaration by the United States of a national emergency
or war or other national or international calamity or crisis (economic, political, financial
or otherwise) which affects the U.S. and international markets, making it, in the
Representatives’ judgment, impracticable to proceed with the offering or delivery of the
Securities on the terms and in the manner contemplated in the Pricing Disclosure Package; or
(vi) there shall have been such a material adverse change in general economic, political or
financial conditions or the effect (or potential effect if the financial markets in the
United States have not yet opened) of international conditions on the financial markets in
the United States shall be such as, in the Representatives’ judgment, to make it inadvisable
or impracticable to proceed with the offering or delivery of the Securities on the terms and
in the manner contemplated in the Pricing Disclosure Package.




     (c) Any notice of termination pursuant to this Section 10 shall be given at the address
specified in Section 11 below by telephone or facsimile, confirmed in writing by letter.




     (d) If this Agreement shall be terminated pursuant to Section 10(b), or if the sale of
the Securities provided for in this Agreement is not consummated because of any refusal,
inability or failure on the part of the Issuers to satisfy any condition to the obligations
of the Initial Purchasers set forth in this Agreement to be satisfied or because of any
refusal, inability or failure on the part of the Issuers to perform any agreement in this
Agreement or comply with any provision of this Agreement, the Issuers, jointly and
severally, will reimburse the Initial Purchasers for all of their reasonable out-of-pocket
expenses (including, without limitation, the fees and expenses of the Initial Purchasers’
counsel) incurred in connection with this Agreement and the transactions contemplated
hereby.




     (e) If any one or more Initial Purchasers shall fail to purchase and pay for any of the
Securities agreed to be purchased by such Initial Purchaser hereunder and such failure to
purchase shall constitute a default in the performance of its or their obligations under
this Agreement, the remaining Initial Purchasers shall be obligated severally to take up and
pay for (in the respective proportions which the principal amount of Securities set forth
opposite their names in Schedule I hereto bears to the aggregate principal amount of
Securities set forth opposite the names of all the remaining Initial Purchasers) the
Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to
purchase; provided, however, that in the event that the aggregate principal amount of
Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to
purchase shall exceed 10% of the aggregate principal amount of Securities set forth in
Schedule I hereto, the remaining Initial Purchasers shall have the



24









 







right to purchase all, but shall not be under any obligation to purchase any, of the
Securities, and if such nondefaulting Initial Purchasers do not purchase all the Securities,
this Agreement will terminate without liability to any nondefaulting Initial Purchaser or
the Company. In the event of a default by any Initial Purchaser as set forth in this
Section 10(e), the Closing Date shall be postponed for such period, not exceeding seven
Business Days, as the Representatives shall determine in order that the required changes in
the Final Offering Memorandum or in any other documents or arrangements may be effected.
Nothing contained in this Agreement shall relieve any defaulting Initial Purchaser of its
liability, if any, to the Company or any nondefaulting Initial Purchaser for damages
occasioned by its default hereunder.



          11. Notice. All communications with respect to or under this Agreement, except as may
be otherwise specifically provided in this Agreement, shall be in writing and, if sent to the
Initial Purchasers, shall be mailed, delivered or telecopied and confirmed in writing to c/o
Merrill Lynch, Pierce, Fenner & Smith Incorporated, One Bryant Park, New York, New York 10036
(fax: 646-855-3073), Attention: Syndicate Department; with a copy for information purposes only to
Vinson & Elkins L.L.P., 1001 Fannin Street, Suite 2500, Houston, TX 77002 (fax: 713-615-5620),
Attention: Alan Beck; and if sent to the Issuers, shall be mailed, delivered or telecopied and
confirmed in writing to (A) Basic Energy Services, Inc., 500 W. Illinois, Midland, TX 79701
(telephone: 432-620-5500, fax: 432-620-5501), Attention: Kenneth V. Huseman and (B) Andrews Kurth
LLP, 600 Travis, Suite 4200, Houston, TX 77002, Attention: David C. Buck, Esq. (fax: 713-220-4285).



          All such notices and communications shall be deemed to have been duly given: when delivered by
hand, if personally delivered; five business days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged by telecopier machine, if telecopied; and one
business day after being timely delivered to a next-day air courier.



          12. Parties. This Agreement shall inure solely to the benefit of, and shall be
binding upon, the Initial Purchasers, the Issuers and the other indemnified parties referred to in
Sections 6 and 7, and their respective successors and assigns, and no other person shall have or be
construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue
of this Agreement or any provision herein contained. The term “successors and assigns” shall not
include a purchaser, in its capacity as such, of Notes from the Initial Purchasers.



          13. Construction. This Agreement shall be construed in accordance with the laws of
the State of New York applicable to contracts made and to be performed within the State of New
York.



          14. Submission to Jurisdiction; Waiver of Jury Trial. The Issuers hereby waive all
right to trial by jury in any proceeding (whether based upon contract, tort or otherwise) in any
way arising out of or relating to this Agreement. The Issuers agree that a final judgment in any
such proceeding brought in any such court shall be conclusive and binding upon the Issuers and may
be enforced in any other courts in the jurisdiction of which the Issuers are or may be subject, by
suit upon such judgment.



25









 





          15. Captions. The captions included in this Agreement are included solely for
convenience of reference and are not to be considered a part of this Agreement.



          16. Counterparts. This Agreement may be executed in various counterparts that
together shall constitute one and the same instrument.



          17. No Fiduciary Relationship. The Issuers hereby acknowledge that the Initial
Purchasers are acting solely as initial purchasers in connection with the purchase and sale of the
Securities. The Issuers further acknowledge that each of the Initial Purchasers is acting pursuant
to a contractual relationship created solely by this Agreement entered into on an arm’s length
basis and in no event do the parties intend that any Initial Purchaser act or be responsible as a
fiduciary to the Issuers, their management, stockholders, creditors or any other person in
connection with any activity that such Initial Purchaser may undertake or has undertaken in
furtherance of the purchase and sale of the Securities, either before or after the date hereof.
The Initial Purchasers hereby expressly disclaim any fiduciary or similar obligations to the
Issuers, either in connection with the transactions contemplated by this Agreement or any matters
leading up to such transactions, and the Issuers hereby confirm their understanding and agreement
to that effect. The Issuers and each Initial Purchaser agree that they are each responsible for
making their own independent judgments with respect to any such transactions, and that any opinions
or views expressed by any Initial Purchaser to the Issuers regarding such transactions, including
but not limited to any opinions or views with respect to the price or market for the Securities, do
not constitute advice or recommendations to the Issuers. The Issuers hereby waive and release, to
the fullest extent permitted by law, any claims that such Issuers may have against the Initial
Purchasers with respect to any breach or alleged breach of any fiduciary or similar duty to the
Issuers in connection with the transactions contemplated by this Agreement or any matters leading
up to such transactions.



[Signature Pages Follow]





26












 





          If the foregoing Purchase Agreement correctly sets forth the understanding among the
Issuers and the Initial Purchasers, please so indicate in the space provided below for the purpose,
whereupon this letter and your acceptance shall constitute a binding agreement among the Issuers
and the Initial Purchasers.




	 	 	 	 	 
	 	BASIC ENERGY SERVICES, INC.

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Name:  	Kenneth V. Huseman 	 
	 	 	Title:  	President 	 
	 
	 	BASIC ENERGY SERVICES GP, LLC

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

 	 
	 	By:  	/s/ Jerry Tufly
 	 
	 	 	Name:  	Jerry Tufly 	 
	 	 	Title:  	President 	 
	 
	 	BASIC ENERGY SERVICES L.P.

 	 
	 	By:  	BASIC ENERGY SERVICES GP, LLC
 	 
	 	 	its General Partner 	 
	 	 	 	 
	 	By:  	                   /s/ Kenneth V. Huseman
 	 
	 	 	Name:  	Kenneth V. Huseman 	 
	 	 	Title:  	President 	 
	 
	 	FIRST ENERGY SERVICES COMPANY

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Name:  	Kenneth V. Huseman 	 
	 	 	Title:  	President 	 
	 



Signature Page to Purchase Agreement





 









 








	 	 	 	 	 
	 	BASIC ESA, INC.

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Name:  	Kenneth V. Huseman 	 
	 	 	Title:  	President 	 
	 
	 	BASIC MARINE SERVICES, INC.

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Name:  	Kenneth V. Huseman 	 
	 	 	Title:  	President 	 
	 
	 	CHAPARRAL SERVICE, INC.

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Name:  	Kenneth V. Huseman 	 
	 	 	Title:  	President 	 
	 
	 	HENNESSEY RENTAL TOOLS, INC.

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Name:  	Kenneth V. Huseman 	 
	 	 	Title:  	President 	 
	 
	 	OILWELL FRACTURING SERVICES, INC.

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Name:  	Kenneth V. Huseman 	 
	 	 	Title:  	President 	 
	 



Signature Page to Purchase Agreement





 









 








	 	 	 	 	 
	 	WILDHORSE SERVICES, INC.

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Name:  	Kenneth V. Huseman 	 
	 	 	Title:  	President 	 
	 
	 	LEBUS OIL FIELD SERVICE CO.

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Name:  	Kenneth V. Huseman 	 
	 	 	Title:  	President 	 
	 
	 	GLOBE WELL SERVICE, INC.

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Name:  	Kenneth V. Huseman 	 
	 	 	Title:  	President 	 
	 
	 	SCH DISPOSAL, L.L.C.

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Name:  	Kenneth V. Huseman 	 
	 	 	Title:  	President 	 
	 
	 	JS ACQUISITION LLC

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Name:  	Kenneth V. Huseman 	 
	 	 	Title:  	President 	 
	 
	 	JETSTAR HOLDINGS, INC.

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Name:  	Kenneth V. Huseman 	 
	 	 	Title:  	President 	 
	 



Signature Page to Purchase Agreement





 









 








	 	 	 	 	 
	 	ACID SERVICES LLC

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Name:  	Kenneth V. Huseman 	 
	 	 	Title:  	President 	 
	 
	 	JETSTAR ENERGY SERVICES, INC.

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Name:  	Kenneth V. Huseman 	 
	 	 	Title:  	President 	 
	 
	 	SLEDGE DRILLING CORP.

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Name:  	Kenneth V. Huseman 	 
	 	 	Title:  	President 	 
	 
	 	PERMIAN PLAZA, LLC

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Name:  	Kenneth V. Huseman 	 
	 	 	Title:  	President 	 
	 
	 	XTERRA FISHING & RENTAL TOOLS CO.

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Name:  	Kenneth V. Huseman 	 
	 	 	Title:  	President 	 
	 
	 	TAYLOR INDUSTRIES, LLC

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Name:  	Kenneth V. Huseman 	 
	 	 	Title:  	President 	 
	 



Signature Page to Purchase Agreement




 









 








	 	 	 	 	 
	 	PLATINUM PRESSURE SERVICES, INC.

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Name:  	Kenneth V. Huseman 	 
	 	 	Title:  	President 	 
	 
	 	ADMIRAL WELL SERVICE, INC.

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Name:  	Kenneth V. Huseman 	 
	 	 	Title:  	President 	 
	 



Signature Page to Purchase Agreement





 









 







Confirmed and accepted as of the date first above written




MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED




WELLS FARGO SECURITIES LLC

CAPITAL ONE SOUTHCOAST, INC.




COMERICA SECURITIES, INC.




	 	 	 	 	 
	 	 	 
	By:  	Merrill Lynch, Pierce, Fenner & Smith Incorporated, 	 	 
	 	Acting on behalf of itself and the several Initial Purchasers 	 
	 
	 	 	 
	By:  	              /s/ J. Lex Maultsby
 	 	 
	 	Name:  	J. Lex Maultsby 	 	 
	 	Title:  	Managing Director 	 	 
	 



Signature Page to Purchase Agreement



 











 





Schedule I




	 	 	 	 	 
	 	 	Aggregate	 
	 	 	Principal	 
	 	 	Amount of	 
	 	 	Securities to be	 
	Initial Purchasers	 	Purchased	 
	Merrill Lynch, Pierce, Fenner & Smith
Incorporated
	 	$	142,721,519	 
	Wells Fargo Securities, LLC
	 	 	69,620,253	 
	Capital One Southcoast, Inc.
	 	 	41,772,152	 
	Comerica Securities, Inc.
	 	 	20,886,076	 
	 
	 	 	 
	Total
	 	$	275,000,000	 






I-1









 






Schedule II




	 	 	 	 	 
	 	 	Jurisdiction of	 	 
	Subsidiary	 	Organization	 	Equity Holder and % Held by Each
	 
	 	 	 	 
	Basic Energy Services GP, LLC

	 	Delaware
	 	Basic Energy Services Inc. — 100%
	 
	 	 	 	 
	Basic Energy Services LP, LLC

	 	Delaware
	 	Basic Energy Services Inc. — 100%
	 
	 	 	 	 
	Basic Energy Services L.P.

	 	Delaware
	 	Basic Energy Services GP, LLC. —
0.01%

Basic Energy Services LP, LLC —
99.99%
	 
	 	 	 	 
	Basic ESA, Inc.

	 	Texas
	 	Basic Energy Services Inc.  — 100%
	 
	 	 	 	 
	Chaparral Service, Inc.

	 	New Mexico
	 	Basic Energy Services L.P. — 100%
	 
	 	 	 	 
	Basic Marine Services, Inc.

	 	Delaware
	 	Basic Energy Services L.P. — 100%
	 
	 	 	 	 
	First Energy Services Company

	 	Delaware
	 	Basic Energy Services L.P. — 100%
	 
	 	 	 	 
	Hennessey Rental Tools, Inc.

	 	Oklahoma
	 	Basic Energy Services L.P. — 100%
	 
	 	 	 	 
	Oilwell Fracturing Services,
Inc.

	 	Oklahoma
	 	Basic Energy Services L.P. — 100%
	 
	 	 	 	 
	Wildhorse Services, Inc.

	 	Oklahoma
	 	Basic Energy Services L.P. — 100%
	 
	 	 	 	 
	LeBus Oil Field Service Co.

	 	Texas
	 	Basic Energy Services L.P. — 100%
	 
	 	 	 	 
	Globe Well Service, Inc.

	 	Texas
	 	Basic Energy Services L.P. — 100%
	 
	 	 	 	 
	SCH Disposal, L.L.C.

	 	Texas
	 	Basic Energy Services L.P. — 100%
	 
	 	 	 	 
	JS Acquisition LLC

	 	Delaware
	 	Basic Energy Services L.P. — 100%
	 
	 	 	 	 
	JetStar Holdings, Inc.

	 	Delaware
	 	JS Acquisition LLC — 100%
	 
	 	 	 	 
	Acid Services, LLC

	 	Kansas
	 	JS Acquisition LLC — 100%
	 
	 	 	 	 
	JetStar Energy Services, Inc.

	 	Texas
	 	JS Acquisition LLC — 100%
	 
	 	 	 	 
	Sledge Drilling Corp.

	 	Texas
	 	Basic Energy Services L.P. — 100%
	 
	 	 	 	 
	Permian Plaza, LLC

	 	Texas
	 	Basic Energy Services L.P. — 100%
	 
	 	 	 	 
	Xterra Fishing & Rental
Tools Co.

	 	Texas
	 	Basic Energy Services L.P. — 100%






II-1









 






	 	 	 	 	 
	 	 	Jurisdiction of	 	 
	Subsidiary	 	Organization	 	Equity Holder and % Held by Each
	 
	 	 	 	 
	Taylor Industries, LLC

	 	Texas
	 	Basic Energy Services L.P. — 100%
	 
	 	 	 	 
	Platinum Pressure Services,
Inc.

	 	Texas
	 	Basic Energy Services L.P. — 100%
	 
	 	 	 	 
	Admiral Well Service, Inc.

	 	Texas
	 	Basic Energy Services L.P. — 100%
	 
	 	 	 	 
	Robota Energy Equipment, LLC**

	 	Delaware
	 	Basic Energy Services L.P. — 80%
	 
	 	 	 	 
	Basic Energy Services International, LLC**

	 	Delaware
	 	Basic Energy Services L.P. — 100%
	 
	 	 	 	 
	ESA de Mexico, S. de R.L. de
C.V.**

	 	Mexico
	 	Basic Energy Services
International, LLC — 99%


Basic ESA, Inc. — 1%








 




			
	**	 	Will not be a Guarantor as of the Closing Date.




II-2















 





Schedule III




$275,000,000








7 3/4 Senior Notes due 2019



Pricing Term Sheet


Pricing Term Sheet dated February 3, 2011 to the Preliminary Offering Memorandum dated February 1, 2011
of Basic Energy Services, Inc. (the “Preliminary Offering Memorandum”). This Pricing Term Sheet is
qualified in its entirety by reference to the Preliminary Offering Memorandum. The information in this
Pricing Term Sheet supplements the Preliminary Offering Memorandum and supersedes the information in the
Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary
Offering Memorandum. Terms used herein and not defined herein have the meanings assigned in the
Preliminary Offering Memorandum.




	 	 	 

	Issuer

	 	Basic Energy Services, Inc.
	 
	 	 
	Aggregate Principal Amount

	 	$275,000,000
	 
	 	 
	Maturity Date

	 	February 15, 2019
	 
	 	 
	Coupon

	 	7.750%
	 
	 	 
	Initial Price to Investors

	 	100.000%, plus accrued interest, if any, from February 15, 2011
	 
	 	 
	Net Proceeds (after expenses)

	 	$269,500,000
	 
	 	 
	Yield to Maturity

	 	7.750%
	 
	 	 
	Guarantors

	 	The notes will be guaranteed on a senior unsecured basis by all of
the Issuer’s current and certain future material restricted
subsidiaries that guarantee its other indebtedness.
	 
	 	 
	Title of Securities

	 	7 3/4 Senior Notes due 2019
	 
	 	 
	Issue Format

	 	Rule 144A/Regulation S
	 
	 	 
	Trade Date

	 	February 3, 2011
	 
	 	 
	Settlement Date

	 	February 15, 2011 (T+8)
	 
	 	 
	 

	 	We expect that delivery of the Notes will be made against payment
therefore on or about February 15, 2011, which will be the seventh
business day following the date of this Pricing Disclosure Package
(this settlement cycle being referred to as “T+8”). Under Rule
15c6-1






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	 	under the Securities Exchange Act of 1934, as amended, trades in the
secondary market generally are required to settle in three business
days, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade notes on the date hereof
or the next four succeeding trading days will be required, by virtue
of the fact that the notes initially settle in T+8, to specify an
alternate settlement arrangement at the time of any such trade to
prevent a failed settlement. Purchasers of the notes who wish to
trade the notes prior to their date of delivery hereunder should
consult their advisors.
	 
	 	 
	Interest Payment Dates

	 	Semi-annually in arrears on each February 15 and August 15,
commencing on August 15, 2011.
	 
	 	 
	Optional Redemption

	 	On or after February 15, 2015, at the following redemption prices
(expressed as a percentage of principal amount), plus accrued and
unpaid interest, if any, on the Notes redeemed during the
twelve-month period indicated beginning on February 15 of the years
indicated below:






	 	 	 	 	 
	Year	 	Price
	2015
	 	 	103.875	%
	2016
	 	 	101.938	%
	2017 and thereafter
	 	 	100.000	%






	 	 	 

	Equity Clawback

	 	At any time before February 15, 2014, the Issuer may redeem up to 35%
of the aggregate principal amount of the notes issued under the
indenture with the net cash proceeds of one or more qualified equity
offerings at a redemption price equal to 107.750% of the principal
amount of the notes to be redeemed, plus accrued and unpaid interest
to the date of redemption; provided that, at least 65% of the
aggregate principal amount of the notes issued under the indenture
remains outstanding immediately after the occurrence of such
redemption and such redemption occurs within 90 days of the date of
the closing of any such qualified equity offering.
	 
	 	 
	Initial Purchasers

	 	Merrill Lynch, Pierce, Fenner & Smith

                     Incorporated
	 
	 	 
	 

	 	Wells Fargo Securities, LLC
	 
	 	 
	 

	 	Capital One Southcoast, Inc.
	 
	 	 
	 

	 	Comerica Securities, Inc.
	 
	 	 
	Denominations

	 	$2,000 and integral multiples of $1,000 in excess thereof
	 
	 	 
	CUSIP/ISIN Numbers

	 	Rule 144A: 06985P AG5 / US06985PAG54
	 
	 	 
	 

	 	Regulation S: U06858 AD3 / USU06858AD32






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Revised Disclosures:




Revised Summary



The following disclosure under “Summary—The Offering—Ranking” on page 8 of the Preliminary
Offering Memorandum and each other location where such information appears in the Preliminary
Offering Memorandum is amended to read as follows:





As of September 30, 2010, after giving effect to this offering and the use of the net
proceeds from this offering described under “Use of Proceeds,” (i) we and our subsidiaries
would have had approximately $55.5 million of secured indebtedness outstanding under our
capital lease obligations and (ii) we and our subsidiary guarantors would have had $500.0
million of unsecured senior indebtedness outstanding, including the notes.



Revised Capitalization Disclosure:



The “As Adjusted” column of the “Capitalization” table appearing on page 27of the Preliminary
Offering Memorandum and each other location where such information appears in the Preliminary
Offering Memorandum is amended to read as follows (in thousands): Cash and cash equivalents is
$64,401; 7.750% Senior Notes due 2019 is $275,000; Capital leases and other notes is $55,465; Total
long-term debt, including current portion is $555,465; Total stockholders’ equity is $269,705; and
Total capitalization is $825,170.



This material is strictly confidential and has been prepared by the Issuer solely for use in
connection with the proposed offering of the securities described in the Preliminary Offering
Memorandum. This material is personal to each offeree and does not constitute an offer to any other
person or the public generally to subscribe for or otherwise acquire the securities. Please refer
to the Preliminary Offering Memorandum for a complete description.



The securities have not been registered under the Securities Act of 1933, as amended (the
“Securities Act”) and are being offered only to (1) “qualified institutional buyers” as defined in
Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in
compliance with Regulation S under the Securities Act.



This communication is not an offer to sell the securities and it is not a solicitation of an offer
to buy the securities in any jurisdiction where the offering is prohibited.





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Schedule IV




Company Supplemental Disclosure Documents





	1.	 	Electronic Roadshow Presentation, dated February 1, 2011




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