exv4w1






Exhibit 4.1




SECOND SUPPLEMENTAL INDENTURE




to




INDENTURE




Dated as of July 31, 2009




among




BASIC ENERGY SERVICES, INC.




as Issuer,




The GUARANTORS named therein




and




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




as Trustee




 






11.625% Senior Secured Notes due 2014, Series A

11.625% Senior Secured Notes due 2014, Series B










 









 








SECOND SUPPLEMENTAL INDENTURE




          SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February
15, 2011, by and among Basic Energy Services, Inc., a Delaware corporation (the “Issuer”),
the Guarantors signatory hereto (the “Guarantors”) and The Bank of New York Mellon Trust
Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).




W I T N E S S E T H :




     WHEREAS the Issuer and the Trustee have executed and delivered that certain Indenture dated as
of July 31, 2009 (as amended by the First Supplemental Indenture dated as of December 22, 2010, the
“Indenture”), providing for the issuance of the Issuer’s 11.625% Senior Secured Notes due
2014 (the “Notes”);



     WHEREAS, on or about July 31, 2009, the Issuer issued $225,000,000 aggregate principal amount
of Notes, all of which Notes are currently outstanding;



     WHEREAS, Section 8.02 of the Indenture provides that, with the consent of Holders representing
at least a majority in principal amount of the outstanding Notes, the Issuer, the Guarantor, and
the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending
or supplementing the Indenture or the Notes (subject to certain exceptions);



     WHEREAS, the Issuer desires and has requested the Trustee to join with it and the Guarantors
in entering into this Supplemental Indenture for the purpose of amending the Indenture and the
Notes in certain respects as permitted by Section 8.02 of the Indenture;



     WHEREAS, the Issuer has been soliciting consents to this Supplemental Indenture upon the terms
and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Statement
dated February 1, 2011 and the related consent and letter of transmittal (which together, including
any amendments, modifications or supplements thereto, constitute the “Tender Offer”);



     WHEREAS, (1) the Issuer has received the consent of the Holders of at least a majority in
principal amount of the outstanding Notes, all as certified by an Officers’ Certificate delivered
to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture, (2)
the Issuer has delivered to the Trustee simultaneously with the execution and delivery of this
Supplemental Indenture an Opinion of Counsel relating to this Supplemental Indenture as
contemplated by Section 8.06 of the Indenture and (3) the Issuer and the Guarantors have satisfied
all other conditions required under Article 8 of the Indenture to enable the Issuer, the Guarantors
and the Trustee to enter into this Supplemental Indenture.



     NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the
benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as
follows:



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ARTICLE I




AMENDMENTS TO INDENTURE AND NOTES



     Section 1.1 Amendment.




(a) Subject to Section 2.2 hereof, the Indenture is hereby amended by deleting in
their entireties Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.10, 4.11, 4.12, 4.13,
4.16, 4.18, 4.19, 4.20, 6.01(e), 6.01(f), 6.01(g), 6.01(h), 6.01(i), 6.01(j) and
Article 5 of the Indenture.




(b) Effective as of the date hereof, none of the Issuer, the Guarantors, the
Trustee or other parties to or beneficiaries of the Indenture shall have any
rights, obligations or liabilities under such Sections or Clause and such Sections
or Clause shall not be considered in determining whether an Event of Default has
occurred or whether the Issuer has observed, performed or complied with the
provisions of the Indenture.



     Section 1.2 Amendment of Definitions. Subject to Section 2.2 hereof, the Indenture is
hereby amended by deleting any definitions from the Indenture with respect to which references
would be eliminated as a result of the amendments of the Indenture pursuant to Section 1.1 hereof.



ARTICLE II




MISCELLANEOUS PROVISIONS



     Section 2.1 Defined Terms. For all purposes of this Supplemental Indenture, except as
otherwise defined or unless the context otherwise requires, terms used in capitalized form in this
Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.



     Section 2.2 Indenture. Except as amended hereby, the Indenture and the Notes are in
all respects ratified and confirmed and all the terms shall remain in full force and effect. This
Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of
Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby
and all terms and conditions of both shall be read together as though they constitute a single
instrument, except that in the case of conflict the provisions of this Supplemental Indenture shall
control.



     Section 2.3 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



     Section 2.4 Successors. All agreements of the Issuer and the Guarantors in this
Supplemental Indenture and the Notes shall bind their respective successors. All agreements of the
Trustee in this Supplemental Indenture shall bind its successors.



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     Section 2.5 Duplicate Originals. All parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together shall
represent the same agreement. It is the express intent of the parties to be bound by the exchange
of signatures on this Supplemental Indenture via telecopy or other form of electronic transmission.



     Section 2.6 Severability. In case any one or more of the provisions in this
Supplemental Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any
respect for any reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions shall not in any way be affected or impaired thereby,
it being intended that all of the provisions hereof shall be enforceable to the full extent
permitted by law.



     Section 2.7 Trustee Disclaimer. The Trustee accepts the amendments of the Indenture
effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as
hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and
provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms
and provisions shall in like manner define and limit its liabilities and responsibilities in the
performance of the trust created by the Indenture as hereby amended, and without limiting the
generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or
with respect to any of the recitals or statements contained herein, all of which recitals or
statements are made solely by the Issuer and the Guarantor, and the Trustee makes no representation
with respect to any such matters. Additionally, the Trustee makes no representations as to the
validity or sufficiency of this Supplemental Indenture.



     Section 2.8 Effectiveness. The provisions of this Supplemental Indenture shall be
effective only upon execution and delivery of this instrument by the parties hereto.
Notwithstanding the foregoing sentence, the provisions of this Supplemental Indenture shall become
operative only upon the purchase by the Issuer of at least a majority in principal amount of the
outstanding Notes pursuant to the Tender Offer, with the result that the amendments to the
Indenture effected by this Supplemental Indenture shall be deemed to be revoked retroactive to the
date hereof if such purchase shall not occur. The Issuer shall notify the Trustee promptly after
the occurrence of such purchase or promptly after the Issuer shall determine that such purchase
will not occur.



     Section 2.9 Endorsement and Change of Form of Notes. Any Notes authenticated and
delivered after the close of business on the date that this Supplemental Indenture becomes
operative in substitution for Notes then outstanding and all Notes presented or delivered to the
Trustee on and after that date for such purpose shall be stamped, imprinted or otherwise legended
by the Issuer, with a notation as follows:




“Effective as of February 15, 2011, the Company has amended the Indenture, as
provided in the Second Supplemental Indenture, dated as of February 15, 2011.
Reference is hereby made to said Second Supplemental Indenture, copies of which
are on file with the Trustee, for a description of the amendments made therein.”



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     Section 2.10 Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction thereof.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]







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



	 	 	 	 	 
	 	BASIC ENERGY SERVICES, INC.

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



	 	 	 	 	 
	 	BASIC ENERGY SERVICES GP, LLC

BASIC ENERGY SERVICES L.P.
 	 
	 	  	By: Basic Energy Services GP, LLC,

       its General Partner
 	 
	 
	 	BASIC ESA, INC.

CHAPARRAL SERVICE, INC.

BASIC MARINE SERVICES, INC.

FIRST ENERGY SERVICES COMPANY

HENNESSEY RENTAL TOOLS, INC.

OILWELL FRACTURING SERVICES, INC.

WILDHORSE SERVICES, INC.

LEBUS OIL FIELD SERVICES CO.

GLOBE WELL SERVICE, INC.

SCH DISPOSAL, L.L.C.

JS ACQUISITION LLC

JETSTAR HOLDINGS, INC.

ACID SERVICES, LLC

JETSTAR ENERGY SERVICES, INC.

SLEDGE DRILLING CORP.

PERMIAN PLAZA, LLC

XTERRA FISHING & RENTAL TOOLS CO.

ADMIRAL WELL SERVICE, INC.

PLATINUM PRESSURE SERVICES, INC.,

	 
	 	  	as Guarantors 
 	 




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



Signature Page to Second Supplemental Indenture




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	TAYLOR INDUSTRIES, LLC,

     as Guarantor

 	 
	 	By:  	/s/ Kenneth V. Huseman
 	 
	 	 	Name:  	Kenneth V. Huseman 	 
	 	 	Title:  	Chief Executive
Officer 	 



Signature Page to Second Supplemental Indenture



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BASIC ENERGY SERVICES LP, LLC,

     as Guarantor

 	 
	 	By:  	/s/ Jerry Tufly
 	 
	 	 	Name:  	Jerry Tufly 	 
	 	 	Title:  	President 	 




Signature Page to Second Supplemental Indenture




 









 






	 	 	 	 	 



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

     as Trustee

 	 
	 	By:  	/s/ Rafael Martinez
 	 
	 	 	Name:  	Rafael Martinez 	 
	 	 	Title:  	Senior Associate 	 



Signature Page to Second Supplemental Indenture