EX-10.2


 Exhibit 10.2 

RATIFICATION AND AMENDMENT OF SECURITY AGREEMENT 

This Ratification and Amendment of Security Agreement dated as of November 26, 2014 (this “Agreement”), is
delivered in connection with the Security Agreement dated as of February 15, 2011 (as supplemented by that certain Supplement No. 1 dated as of August 5, 2011, and as further supplemented, amended or otherwise modified from time to
time, the “Security Agreement”), among Basic Energy Services, Inc., a Delaware corporation (the “Borrower”), certain subsidiaries of the Borrower (such subsidiaries together with the Borrower, the
“Debtors”) and Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, the “Administrative Agent”) for the benefit of the holders of the Secured Obligations (as
defined therein). 
 A Reference is made to the Credit Agreement dated as of February 15, 2011 (as amended or otherwise modified from
time to time, the “Existing Credit Agreement”), among the Borrower, certain financial institutions which are or may become parties thereto and Bank of America, as Administrative Agent, a Swing Line Lender and a L/C Issuer. 

C. The Borrower, the Lenders and Bank of America, as Administrative Agent, a Swing Line Lender and a L/C Issuer, have agreed to amend and
restate the Existing Credit Agreement by entering into the Amended and Restated Credit Agreement dated as of even date herewith (as amended, restated, or otherwise modified from time to time, the “Restated Credit Agreement”), and it
is a condition to such amendment and restatement that the Debtors ratify the Security Agreement and update the Schedules thereto. 
 D.
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement and the Restated Credit Agreement. 

Accordingly, the Administrative Agent and the Debtors agree as follows: 

SECTION 1. The Schedules to the Security Agreement are hereby amended by replacing them in their entirety with the Schedules attached hereto.

 SECTION 2. Each Debtor hereby (a) ratifies and affirms its obligations under the Security Agreement, (b) agrees that all of the
liens and security interests created by and existing under the Security Agreement shall continue to be valid and subsisting liens and security interests securing the obligations under the Restated Credit Agreement and the other Loan Documents,
(c) agrees that the Security Agreement and the liens and security interests created thereunder shall remain in full force and effect and the execution and delivery of the Restated Credit Agreement and the other Loan Documents shall not in any
way release, diminish, impair, reduce or otherwise affect such liens and security interests, and (d) agrees that all rights, titles, interests, liens and security interests existing under the Security Agreement are renewed, extended, and
confirmed hereby to secure all of the obligations under the Restated Credit Agreement and the other Loan Documents. 
 SECTION 3. Each
Debtor hereby acknowledges and consents to the Restated Credit Agreement, and agrees that all references in the Security Agreement to the “Credit Agreement” shall be references to the Restated Credit Agreement. 






 SECTION 4. Each Debtor represents and warrants to the Adminstrative Agent that (a) this
Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, and general principles of equity and (b) the representations and warranties made by it as a Debtor under the Security Agreement are
true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. Each reference in a
representation in the Security Agreement to “as of the date hereof” or “as of the Closing Date” shall be a reference to “as of the Closing Date” (as defined the Restated Credit Agreement). 

SECTION 5. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by
electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 
 SECTION
6. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect. 
 (a) SECTION 7. THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 

[Signature Page Follows.] 

  
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 IN WITNESS WHEREOF, the Debtors and the Adminstrative Agent have duly executed this
Ratification and Amendment of Security Agreement as of the day and year first above written. 
  

			
	BASIC ENERGY SERVICES, INC.
	ACID SERVICES, LLC
	ADMIRAL WELL SERVICE, INC.
	    BASIC ENERGY SERVICES GP, LLC
	BASIC ESA, INC.
	BASIC MARINE SERVICES, INC.
	CHAPARRAL SERVICE, INC.
	FIRST ENERGY SERVICES COMPANY
	GLOBE WELL SERVICE, INC.
	JETSTAR ENERGY SERVICES, INC.
	JETSTAR HOLDINGS, INC.
	JS ACQUISITION LLC
	LEBUS OIL FIELD SERVICE CO.
	MAVERICK COIL TUBING SERVICES, LLC
	MAVERICK SOLUTIONS, LLC
	MAVERICK STIMULATION COMPANY, LLC
	MAVERICK THRU-TUBING, LLC
	MCM HOLDINGS, LLC
	MSM LEASING, LLC
	PERMIAN PLAZA, LLC
	PLATINUM PRESSURE SERVICES, INC.
	SCH DISPOSAL, L.L.C.
	SLEDGE DRILLING CORP.
	THE MAVERICK COMPANIES, LLC
	XTERRA FISHING & RENTAL TOOLS CO.
		
	By:	 	 /s/ T.M. “Roe” Patterson

		 	T.M. “Roe” Patterson
		 	President and Chief Executive Officer
	
	BASIC ENERGY SERVICES, L.P.
	
	By: Basic Energy Services GP, LLC, its sole general partner
	
	By: Basic Energy Services, Inc., its sole member
		
	By:	 	 /s/ T.M. “Roe” Patterson

		 	T.M. “Roe” Patterson
		 	President and Chief Executive Officer



  
 Signature Page to
Ratification and Amendment of Security Agreement 







 
			
	TAYLOR INDUSTRIES, LLC
		
	By:	 	 /s/ T.M. “Roe” Patterson

		 	T.M. “Roe” Patterson
		 	Chief Executive Officer
	
	BASIC ENERGY SERVICES LP, LLC
		
	By:	 	 /s/ Jerry Tufly

		 	Jerry Tufly
		 	Sole Manager



  
 Signature Page to
Ratification and Amendment of Security Agreement 







 
			
	 BANK OF AMERICA, N.A.,

as Adminstrative Agent


		
	By:	 	 /s/ Darleen R. Parmelee

	 Name: Darleen R. Parmelee

Title: Vice President








  
 Signature Page to
Ratification and Amendment of Security Agreement 







 SCHEDULE 3.3 

ORGANIZATION & LOCATION INFORMATION 
  

							
	 Debtor
	 	 Jurisdiction & Type of Organization
	 	Organizational
ID#	 	 Chief Executive Office,

Sole Place of Business, or
 Principal
Residence

	 Basic Energy Services, Inc.
	 	Delaware corporation	 	3611854	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102
	 Acid Services, LLC
	 	Kansas limited liability company	 	2347722	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102
	 Admiral Well Service, Inc.
	 	Texas corporation	 	0801050244	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102
	 Basic Energy Services GP, LLC
	 	Delaware limited liability company	 	3611876	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102
	 Basic Energy Services LP, LLC
	 	Delaware limited liability company	 	3611879	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102
	 Basic Energy Services, L.P.
	 	Delaware limited partnership	 	2307778	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102
	 Basic ESA, Inc.
	 	Texas corporation	 	57139400	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102
	 Basic Marine Services, Inc.
	 	Delaware corporation	 	3917169	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102
	 Chaparral Service, Inc.
	 	New Mexico corporation	 	642181	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102
	 First Energy Services Company
	 	Delaware corporation	 	3215172	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102
	 Globe Well Service, Inc.
	 	Texas corporation	 	46471700	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102
	 JetStar Energy Services, Inc.
	 	Texas corporation	 	800481218	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102
	 JetStar Holdings, Inc.
	 	Delaware corporation	 	3954247	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102
	 JS Acquisition LLC
	 	Delaware corporation	 	4278935	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102
	 LeBus Oil Field Service Co.
	 	Texas corporation	 	77931600	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102
	 Maverick Coil Tubing Services, LLC
	 	Colorado limited liability company	 	20001207071	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102
	 Maverick Solutions, LLC
	 	Colorado limited liability company	 	20031245775	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102
	 Maverick Stimulation Company, LLC
	 	Colorado limited liability company	 	19961105940	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102
	 Maverick Thru-Tubing Services, LLC
	 	Colorado limited liability company	 	20091658924	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102


  
 Schedule 3.3 to Security
Agreement 
 -1- 








							
	 Debtor
	 	 Jurisdiction & Type of Organization
	 	Organizational
ID#	 	 Chief Executive Office,

Sole Place of Business, or
 Principal
Residence

	 MCM Holdings, LLC
	 	Colorado limited liability company	 	20011090566	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102
	 MSM Leasing, LLC
	 	Colorado limited liability company	 	20091399908	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102
	 Permian Plaza, LLC
	 	Texas limited liability company	 	800859993	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102
	 Platinum Pressure Services, Inc.
	 	Texas corporation	 	0800888088	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102
	 SCH Disposal, L.L.C.
	 	Texas limited liability company	 	704317322	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102
	 Sledge Drilling Corp.
	 	Texas corporation	 	800575730	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102
	 Taylor Industries, LLC
	 	Texas limited liability company	 	801259923	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102
	 The Maverick Companies, LLC
	 	Colorado limited liability company	 	20061298717	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102
	 XTERRA Fishing & Rental Tools Co.
	 	Texas corporation	 	158550700	 	801 Cherry Street, Suite 2100, Fort Worth, TX 76102


  
 Schedule 3.3 to Security
Agreement 
 -2- 







 SCHEDULE 3.4 

CERTAIN COLLATERAL 
 PATENTS:

 Pending 
  

	 	1.	Patent Pending: Apparatus and Methods for Producing Chlorine Dioxide 

 First Named Inventor:
Kristian E. Grimland 
 Company: Maverick Stimulation Company, LLC 

Serial Number: 12/719,372 

Filed: March 8, 2010 

Docket #: 5626/11(a) 
  

	 	2.	Patent Pending: Anolyte Solution for Preventing Biofouling in Oil/Gas Field Equipment 


Company: Maverick Solutions, LLC 

Serial Number: 60/887,467 

Filed: January 31, 2007 

Docket #:5626/5 

Patent 
  

	 	3.	Patent: Multiple Tub Mobile Blender 

 Inventors: Kristian E. Grimland and Timothy L. Anderson

 Company: Maverick Stimulation Company, LLC 

Patent No.: US 6,193,402 B1 

Date of Patent: February 27, 2001 

Assignment: Assigned to Maverick Stimulation Company, LLC On October 2, 1998 

 

	 	4.	Patent: Multiple Tub Mobile Blender and Method of Blending 

 Inventors: Kristian E. Grimland
and Timothy L. Anderson 
 Company: Maverick Stimulation Company, LLC 

Patent No.: US 6,286,986 B2 

Date of Patent: September 11, 2001 

TRADEMARKS: 
  

	 	1.	Trademark: “Maverick Stimulation Company, LLC” and design 

 Registered Date:
July 27, 1999 
 Reg No. 2,264,193 
  

	 	2.	Trademark: “MAVTRACK” and design 

 Registered Date: April 1, 2003 

Reg. No. 2,702,941 

  
 Schedule 3.4 to Security
Agreement 
 -1- 








	 	3.	Trademark: “THE MAVERICK COMPANIES” (and Design) 

 Registered Date: May 20, 2008

 Reg. No. 3,429,297 
  

	 	4.	Trademark: “MAVERICK COIL TUBING SERVICES, LLC” 

 (and design) 

Registered Date: July 15, 2008 

Reg. No. 3,465,148 
  

	 	5.	Trademark: “MAV” 

 Registered Date: July 20, 1999 

Reg No. 2,262,206 
  

	 	6.	Trademark: “MAVERICK SOLUTIONS, LLC” (in Class 7) 

 Registered Date:
February 26, 2008 
 Reg. No. 3,387,858 
  

	 	7.	Trademark: “MAVERICK SOLUTIONS, LLC” (in Class 40) 

 Registered Date:
February 26, 2008 
 Reg. No. 3,387,857 
  

	 	8.	Trademark: “JETSTAR ENERGY SERVICES” 

 Registered Date: January 15, 2008 

Reg. No. 3,367,639 
  

	 	9.	Trademark: “BASIC” 

 Registered Date: October 1, 2004 

Reg. No. 3,422,810 

  
 Schedule 3.4 to Security
Agreement 
 -2- 







 SCHEDULE 3.5(A) 

PLEDGED EQUITY 
  

									
	 Pledgor
	  	 Pledged Entity
	  	Certificate
#	  	 Number & Type

of Shares
	  	Percentage
of Shares
	 Basic Energy Services, Inc.
	  	Basic Energy Services GP, LLC	  	002	  	1,000 Units of membership interest	  	100%
	 Basic Energy Services, Inc.
	  	Basic Energy Services, LP, LLC	  	002	  	1,000 Units of membership interest	  	100%
	 Basic Energy Services, GP, LLC
	  	Basic Energy Services, L.P.	  		  	1% GP interest	  	100%
	 Basic Energy Services, L.P.
	  	Basic ESA, Inc.	  	132	  	510,000 shares of common stock	  	100%
	 Basic Energy Services, L.P.
	  	Basic Marine Services, Inc.	  	2	  	10 shares of common stock	  	100%
	 Basic Energy Services, L.P.
	  	Chaparral Service, Inc.	  	10	  	13,000 shares of common stock	  	100%
	 Basic Energy Services, L.P.
	  	First Energy Services Company	  	29	  	1,000 shares of common stock	  	100%
	 Basic Energy Services, L.P.
	  	Globe Well Service, Inc.	  	21	  	4,521 shares of common stock	  	100%
	 Basic Energy Services, L.P.
	  	JS Acquisition LLC	  	001	  	100 units of membership interest	  	100%
	 Basic Energy Services, L.P.
	  	LeBus Oil Field Service Co.	  	42	  	1,000 shares of common stock	  	100%
	 Basic Energy Services, L.P
	  	Maverick Coil Tubing Services, LLC	  	*	  	Membership interests	  	100%
	 Basic Energy Services, L.P
	  	Maverick Solutions, LLC	  	*	  	Membership interests	  	100%
	 Basic Energy Services, L.P
	  	Maverick Stimulation Company, LLC	  	*	  	Membership interests	  	100%
	 Basic Energy Services, L.P
	  	Maverick Thru-Tubing Services, LLC	  	*	  	Membership interests	  	100%
	 Basic Energy Services, L.P
	  	MCM Holdings, LLC	  	*	  	Membership interests	  	100%
	 Basic Energy Services, L.P
	  	MSM Leasing, LLC	  	*	  	Membership interests	  	100%
	 Basic Energy Services, L.P
	  	The Maverick Companies, LLC	  	*	  	Membership interests	  	100%
	 Basic Energy Services, L.P.
	  	Permian Plaza, LLC	  	1	  	Membership interest	  	100%


  
 Schedule 3.5(a) to
Security Agreement 
 -1- 








									
	 Basic Energy Services, L.P.
	  	Platinum Pressure Services, Inc.	  	12	  	9,642,862 shares of common stock	  	100%
	 Basic Energy Services, L.P.
	  	SCH Disposal, L.L.C.	  	6	  	Membership interest	  	100%
	 Basic Energy Services, L.P.
	  	Sledge Drilling Corp.	  	7	  	650,000 shares of common stock	  	100%
	 Basic Energy Services, L.P.
	  	Taylor Industries, LLC	  	1	  	Membership interest	  	100%
	 Basic Energy Services, L.P.
	  	Xterra Fishing & Rental Tools Co.	  	6	  	68,000 shares of common stock	  	100%
	 Basic Energy Services, LP, LLC
	  	Basic Energy Services, L.P.	  		  	99% Limited Partnership Interest	  	100%
	 JetStar Holdings, Inc.
	  	JetStar Energy Services, Inc.	  	C001	  	100 shares of common stock	  	100%
	 JS Acquisition LLC
	  	Acid Services, LLC	  	23	  	Membership interest	  	100%
	 JS Acquisition LLC (successor by merger to JetStar Consolidated Holdings, Inc.)
	  	JetStar Holdings, Inc.	  	C002	  	100 shares of common stock	  	100%
	 Platinum Pressure Services, Inc.
	  	Admiral Well Service, Inc.	  	2	  	100 shares of common stock	  	100%

  

	*	The membership interest in each of the entities are not currently represented by certificates issued to the membership interest owner. 


  
 Schedule 3.5(a) to
Security Agreement 
 -2- 







 SCHEDULE 3.5(C) 

PLEDGED INSTRUMENTS 
 None.


  
 Schedule 3.5(c) to
Security Agreement 
 -1- 







 SCHEDULE 3.7 

INTELLECTUAL PROPERTY 
 Copyrights:
None. 
 Patents: 
 Pending

  

	 	1.	Patent Pending: Apparatus and Methods for Producing Chlorine Dioxide 

 First Named Inventor:
Kristian E. Grimland 
 Company: Maverick Stimulation Company, LLC 

Serial Number: 12/719,372 

Filed: March 8, 2010 

Docket #: 5626/11(a) 
  

	 	2.	Patent Pending: Anolyte Solution for Preventing Biofouling in Oil/Gas Field Equipment 


Company: Maverick Solutions, LLC 

Serial Number: 60/887,467 

Filed: January 31, 2007 

Docket #:5626/5 

Patent 
  

	 	3.	Patent: Multiple Tub Mobile Blender 

 Inventors: Kristian E. Grimland and Timothy L. Anderson

 Company: Maverick Stimulation Company, LLC 

Patent No.: US 6,193,402 B1 

Date of Patent: February 27, 2001 

Assignment: Assigned to Maverick Stimulation Company, LLC On October 2, 1998 

 

	 	4.	Patent: Multiple Tub Mobile Blender and Method of Blending 

 Inventors: Kristian E. Grimland
and Timothy L. Anderson 
 Company: Maverick Stimulation Company, LLC 

Patent No.: US 6,286,986 B2 

Date of Patent: September 11, 2001 

  
 Schedule 3.7 to Security
Agreement 
 -1- 







 Trademarks: 
  

	 	1.	Trademark: “Maverick Stimulation Company, LLC” and design 

 Registered Date:
July 27, 1999 
 Reg No. 2,264,193 

Company: Maverick Stimulation Company, LLC 
  

	 	2.	Trademark: “MAVTRACK” and design 

 Registered Date: April 1, 2003 

Reg. No. 2,702,941 

Company: Maverick Stimulation Company, LLC 
  

	 	3.	Trademark: “THE MAVERICK COMPANIES” (and Design) 

 Registered Date: May 20, 2008

 Reg. No. 3,429,297 

Company: Maverick Stimulation Company, LLC 
  

	 	4.	Trademark: “MAVERICK COIL TUBING SERVICES, LLC” 

 (and design) 

Registered Date: July 15, 2008 

Reg. No. 3,465,148 

Company: Maverick Stimulation Company, LLC 
  

	 	5.	Trademark: “MAV” 

 Registered Date: July 20, 1999 

Reg No. 2,262,206 

Company: Maverick Stimulation Company, LLC 
  

	 	6.	Trademark: “MAVERICK SOLUTIONS, LLC” (in Class 7) 

 Registered Date:
February 26, 2008 
 Reg. No. 3,387,858 

Company: Maverick Solutions, LLC 
  

	 	7.	Trademark: “MAVERICK SOLUTIONS, LLC” (in Class 40) 

 Registered Date:
February 26, 2008 
 Reg. No. 3,387,857 

Company: Maverick Solutions, LLC 
  

	 	8.	Trademark: “Basic” 

 Serial No. 78493425 

Date: October 1, 2004 
  

	 	9.	Trademark: “Jetstar Energy Services 

 Reg No. 3,367,639 

Date: January 15, 2008 

  
 Schedule 3.7 to Security
Agreement 
 -2- 







 SCHEDULE 3.8 

LOCATION OF RIGS 

OKLAHOMA 

UTAH 

WYOMING 

TEXAS (FOR SWAB) 

  
 Schedule 3.8 to Security
Agreement 
 -1-