8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2011

Basic Energy Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation ) 1-32693
(Commission
File Number) 54-2091194
(IRS Employer
Identification No.)

500 W. Illinois, Suite 100
Midland, Texas
(Address of principal executive offices) 79701
(Zip Code)

Registrant’s telephone number, including area code: (432) 620-5500

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-10.1

EX-10.2

EX-10.3

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     The information set forth in Item 8.01 below is incorporated by reference into this Item 2.03.

Item 8.01 Other Events.

     On August 5, 2011, Basic Energy Services, Inc. (the “Company”) entered into a Seventh Supplemental Indenture (the “Seventh Supplemental Indenture”), dated as of August 5, 2011, to that certain Indenture, dated as of April 12, 2006 (as amended and supplemented, the “2016 Notes Indenture”), among the Company, as Issuer, the guarantors named therein (the “Existing Guarantors”) and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), as trustee (“Bank of New York Mellon”). The Seventh Supplemental Indenture was entered into among the Company, as Issuer; the Existing Guarantors; (i) Maverick Stimulation Company, LLC, a Colorado limited liability company (“Maverick Stimulation”), (ii) Maverick Coil Tubing Services, LLC, a Colorado limited liability company (“Maverick Coil Tubing”), (iii) MCM Holdings, LLC, a Colorado limited liability company (“MCM”), (iv) Maverick Thru-Tubing Services, LLC, a Colorado limited liability company (“Maverick Thru-Tubing”), (v) The Maverick Companies, LLC, a Colorado limited liability company (“Maverick Companies”), (vi) Maverick Solutions, LLC, a Colorado limited liability company (“Maverick Solutions”) and (vii) MSM Leasing, LLC, a Colorado limited liability company (“MSM,” and together with Maverick Stimulation, Maverick Coil Tubing, MCM, Maverick Thru-Tubing, Maverick Companies and Maverick Solutions, collectively, the “New Guarantors”); and Bank of New York Mellon. The Seventh Supplemental Indenture adds the New Guarantors as subsidiary guarantors under the 2016 Notes Indenture.

     On August 5, 2011, the Company also entered into a First Supplemental Indenture (the “First Supplemental Indenture”), dated as of August 5, 2011, to that certain Indenture, dated as of February 15, 2011 (as amended and supplemented, the “2019 Notes Indenture”), among the Company, as Issuer, the Existing Guarantors and Wells Fargo Bank, N.A., as trustee (“Wells Fargo”). The First Supplemental Indenture was entered into among the Company, as Issuer, the Existing Guarantors, the New Guarantors and Wells Fargo. The First Supplemental Indenture adds the New Guarantors as subsidiary guarantors under the 2019 Notes Indenture.

     On August 5, 2011, Maverick Stimulation, Maverick Coil Tubing, MCM, Maverick Thru-Tubing, Maverick Companies, Maverick Solutions and MSM, as new subsidiaries of the Company (the “New Debtors”), also entered into the Supplement No. 1 (“Supplement No. 1”) to Security Agreement dated as of February 15, 2011 (as amended, restated or otherwise modified from time to time, the “Security Agreement”), among the Company, as Borrower, certain subsidiaries of the Company party thereto and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”), and the related Credit Agreement dated as of February 15, 2011 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), among the Company, as Borrower, the lenders from time to time party thereto, the Administrative Agent and others, pursuant to which the New Debtors agreed to (i) guarantee, among other things, the full payment and performance of all of the Company’s obligations under the Credit Agreement and (ii) create and grant to the Administrative Agent, for the benefit of the holders of the Secured Obligations (as defined in the Security Agreement), a security interest in and lien on all of such New Debtor’s right, title and interest in and to certain collateral.

     Copies of the Seventh Supplemental Indenture to 2016 Notes Indenture, the First Supplemental Indenture to 2019 Notes Indenture and the Supplement No. 1 to Security Agreement are attached as Exhibits 10.1, 10.2 and 10.3 hereto, respectively, and are incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

10.1	Seventh Supplemental Indenture dated as of August 5, 2011 to Indenture dated as of April 12, 2006, by and among the Company as Issuer, the New Guarantors, the Existing Guarantors and The Bank of New York Mellon Trust Company, N.A. as Trustee.
10.2	First Supplemental Indenture dated as of August 5, 2011 to Indenture dated as of February 15, 2011, by and among the Company as Issuer, the New Guarantors, the Existing Guarantors and Wells Fargo Bank, N.A. as Trustee.
10.3	Supplement No. 1 dated as of August 5, 2011 to Security Agreement dated as of February 15, 2011, among the Company as Borrower, certain subsidiaries of the Company party thereto and Bank of America, N.A., as Administrative Agent.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Basic Energy Services, Inc.
Date: August 10, 2011	By:	/s/ Alan Krenek
		Name:	Alan Krenek
		Title:	Senior Vice President, Chief Financial Officer, Treasurer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Seventh Supplemental Indenture dated as of August 5, 2011 to Indenture dated as of April 12, 2006, by and among the Company as Issuer, the New Guarantors, the Existing Guarantors and The Bank of New York Mellon Trust Company, N.A. as Trustee.
10.2	First Supplemental Indenture dated as of August 5, 2011 to Indenture dated as of February 15, 2011, by and among the Company as Issuer, the New Guarantors, the Existing Guarantors and Wells Fargo Bank, N.A. as Trustee.
10.3	Supplement No. 1 dated as of August 5, 2011 to Security Agreement dated as of February 15, 2011, among the Company as Borrower, certain subsidiaries of the Company party thereto and Bank of America, N.A., as Administrative Agent.

EX-10.1

Exhibit 10.1

SEVENTH SUPPLEMENTAL INDENTURE

to

INDENTURE

Dated as of April 12, 2006

among

BASIC ENERGY SERVICES, INC.

as Issuer,

The GUARANTORS named therein

and

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

as Trustee

7.125% Senior Notes due 2016, Series A
7.125% Senior Notes due 2016, Series B

SEVENTH SUPPLEMENTAL INDENTURE

     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 5, 2011, among Maverick Stimulation Company, LLC, a Colorado limited liability company (“Maverick Stimulation”), Maverick Coil Tubing Services, LLC, a Colorado limited liability company (“Maverick Coil Tubing”), MCM Holdings, LLC, a Colorado limited liability company (“MCM”), Maverick Thru-Tubing Services, LLC, a Colorado limited liability company (“Maverick Thru-Tubing”), The Maverick Companies, LLC, a Colorado limited liability company (“Maverick Companies”), Maverick Solutions, LLC, a Colorado limited liability company (“Maverick Solutions”), MSM Leasing, LLC, a Colorado limited liability company (together with Maverick Stimulation, Maverick Coil Tubing, MCM, Maverick Thru-Tubing, Maverick Companies and Maverick Solutions, collectively, the “New Guarantors”), each an indirect subsidiary of Basic Energy Services, Inc. (or its successor), a Delaware corporation (the “Issuer”), the Guarantors (the “Existing Guarantors”) under the Indenture referred to below, and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York 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 has heretofore executed and delivered to the Trustee an Indenture (as such may be amended from time to time, the “Indenture”), dated as of April 12, 2006 providing for the issuance of its 7.125% Senior Notes due 2016 (the “Notes”);

     WHEREAS under certain circumstances the Issuer is required to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which each New Guarantor shall unconditionally guarantee all of the Issuer’s obligations under the Notes pursuant to a Note Guarantee on the terms and conditions set forth herein; and

     WHEREAS pursuant to Section 8.01 of the Indenture, the Trustee, the Issuer and the Existing Guarantors are authorized to execute and deliver this Supplemental Indenture;

     NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Issuer, the Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

     1. Definitions. (a) Capitalized terms used herein without definition have the meanings assigned to them in the Indenture.

     (b) For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words “herein,” “hereof” and “hereby” and

other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

     2. Agreement to Guarantee. Each New Guarantor hereby agrees, jointly and severally with all Existing Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture. From and after the date hereof, each New Guarantor will be a Guarantor for all purposes under the Indenture and the Notes.

     3. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.

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

     5. Trustee Makes No Representation. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Issuer.

     6. Multiple Counterparts. The parties may sign multiple counterparts of this Supplemental Indenture. Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement.

     7. Headings. The headings of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

[Signatures on following pages]

2

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

BASIC ENERGY SERVICES, INC.
By:	/s/ Kenneth V. Huseman
Name:	Kenneth V. Huseman
Title:	President
NEW GUARANTOR:
MAVERICK STIMULATION COMPANY, LLC
By:	/s/ Kenneth V. Huseman
Name:	Kenneth V. Huseman
Title:	President
MAVERICK COIL TUBING SERVICES, LLC
By:	/s/ Kenneth V. Huseman
Name:	Kenneth V. Huseman
Title:	President
MCM HOLDINGS, LLC
By:	/s/ Kenneth V. Huseman
Name:	Kenneth V. Huseman
Title:	President
MAVERICK THRU-TUBING SERVICES, LLC
By:	/s/ Kenneth V. Huseman
Name:	Kenneth V. Huseman
Title:	President

Signature Page to Seventh Supplemental Indenture

THE MAVERICK COMPANIES, LLC
By:	/s/ Kenneth V. Huseman
Name:	Kenneth V. Huseman
Title:	President
MAVERICK SOLUTIONS, LLC
By:	/s/ Kenneth V. Huseman
Name:	Kenneth V. Huseman
Title:	President
MSM LEASING, LLC
By:	/s/ Kenneth V. Huseman
Name:	Kenneth V. Huseman
Title:	President

Signature Page to Seventh Supplemental Indenture

EXISTING GUARANTORS:
ACID SERVICES, LLC
ADMIRAL WELL SERVICE, INC.
BASIC ENERGY SERVICES GP, LLC
By: BASIC ENERGY SERVICES,
INC., its sole Member
BASIC ENERGY SERVICES, L.P.
By: BASIC ENERGY SERVICES GP,
LLC, its General Partner
By: BASIC ENERGY SERVICES,
INC., its sole Member
BASIC ESA, INC.
BASIC MARINE SERVICES, INC.
CHAPARRAL SERVICE, INC.
FIRST ENERGY SERVICES COMPANY
GLOBE WELL SERVICE, INC.
HENNESSEY RENTAL TOOLS, INC.
JETSTAR ENERGY SERVICES, INC.
JETSTAR HOLDINGS, INC.
JS ACQUISITION LLC
LEBUS OIL FIELD SERVICE CO.
OILWELL FRACTURING SERVICES, INC.
PERMIAN PLAZA, LLC
PLATINUM PRESSURE SERVICES, INC.
SCH DISPOSAL, L.L.C.
SLEDGE DRILLING CORP.
WILDHORSE SERVICES, INC.
XTERRA FISHING & RENTAL TOOLS CO.
By:	/s/ Kenneth V. Huseman
Name:	Kenneth V. Huseman
Title:	President

Signature Page to Seventh Supplemental Indenture

TAYLOR INDUSTRIES, LLC
By:	/s/ Kenneth V. Huseman
Name:	Kenneth V. Huseman
Title:	Chief Executive Officer

Signature Page to Seventh Supplemental Indenture

BASIC ENERGY SERVICES LP, LLC
By:	/s/ Jerry Tufly
Name:	Jerry Tufly
Title:	President

Signature Page to Seventh Supplemental Indenture

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

Signature Page to Seventh Supplemental Indenture

EX-10.2

Exhibit 10.2

FIRST SUPPLEMENTAL INDENTURE

to

INDENTURE

Dated as of February 15, 2011

among

BASIC ENERGY SERVICES, INC.

as Issuer,

The GUARANTORS named therein

and

WELLS FARGO BANK, N.A.

as Trustee

7 ³/₄% Senior Notes due 2019, Series A
7 ³/₄% Senior Notes due 2019, Series B

FIRST SUPPLEMENTAL INDENTURE

     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 5, 2011, among Maverick Stimulation Company, LLC, a Colorado limited liability company (“Maverick Stimulation”), Maverick Coil Tubing Services, LLC, a Colorado limited liability company (“Maverick Coil Tubing”), MCM Holdings, LLC, a Colorado limited liability company (“MCM”), Maverick Thru-Tubing Services, LLC, a Colorado limited liability company (“Maverick Thru-Tubing”), The Maverick Companies, LLC, a Colorado limited liability company (“Maverick Companies”), Maverick Solutions, LLC, a Colorado limited liability company (“Maverick Solutions”), MSM Leasing, LLC, a Colorado limited liability company (together with Maverick Stimulation, Maverick Coil Tubing, MCM, Maverick Thru-Tubing, Maverick Companies, and Maverick Solutions, collectively, the “New Guarantors”), each an indirect subsidiary of Basic Energy Services, Inc. (or its successor), a Delaware corporation (the “Issuer”), the Guarantors (the “Existing Guarantors”) under the Indenture referred to below, and Wells Fargo Bank, 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 has heretofore executed and delivered to the Trustee an Indenture (as such may be amended from time to time, the “Indenture”), dated as of February 15, 2011 providing for the issuance of its 7 ³/₄ % Senior Notes due 2019 (the “Notes”);

     WHEREAS under certain circumstances the Issuer is required to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which each New Guarantor shall unconditionally guarantee all of the Issuer’s obligations under the Notes pursuant to a Note Guarantee on the terms and conditions set forth herein; and

     WHEREAS pursuant to Section 8.01 of the Indenture, the Trustee, the Issuer and the Existing Guarantors are authorized to execute and deliver this Supplemental Indenture;

     NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Issuer, the Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

     1. Definitions. (a) Capitalized terms used herein without definition have the meanings assigned to them in the Indenture.

     (b) For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words “herein,” “hereof” and “hereby” and

other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

     2. Agreement to Guarantee. Each New Guarantor hereby agrees, jointly and severally with all Existing Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture. From and after the date hereof, each New Guarantor will be a Guarantor for all purposes under the Indenture and the Notes.

     3. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.

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

     5. Trustee Makes No Representation. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Issuer.

     6. Multiple Counterparts. The parties may sign multiple counterparts of this Supplemental Indenture. Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement.

     7. Headings. The headings of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

[Signatures on following pages]

2

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

BASIC ENERGY SERVICES, INC.
By:	/s/ Kenneth V. Huseman
Name:	Kenneth V. Huseman
Title:	President
NEW GUARANTOR:
MAVERICK STIMULATION COMPANY, LLC
By:	/s/ Kenneth V. Huseman
Name:	Kenneth V. Huseman
Title:	President
MAVERICK COIL TUBING SERVICES, LLC
By:	/s/ Kenneth V. Huseman
Name:	Kenneth V. Huseman
Title:	President
MCM HOLDINGS, LLC
By:	/s/ Kenneth V. Huseman
Name:	Kenneth V. Huseman
Title:	President
MAVERICK THRU-TUBING SERVICES, LLC
By:	/s/ Kenneth V. Huseman
Name:	Kenneth V. Huseman
Title:	President

Signature Page to First Supplemental Indenture

THE MAVERICK COMPANIES, LLC
By:	/s/ Kenneth V. Huseman
Name:	Kenneth V. Huseman
Title:	President
MAVERICK SOLUTIONS, LLC
By:	/s/ Kenneth V. Huseman
Name:	Kenneth V. Huseman
Title:	President
MSM LEASING, LLC
By:	/s/ Kenneth V. Huseman
Name:	Kenneth V. Huseman
Title:	President

Signature Page to First Supplemental Indenture

EXISTING GUARANTORS:
ACID SERVICES, LLC
ADMIRAL WELL SERVICE, INC.
BASIC ENERGY SERVICES GP, LLC
By: BASIC ENERGY SERVICES,
INC., its sole Member
BASIC ENERGY SERVICES, L.P.
By: BASIC ENERGY SERVICES GP,
LLC, its General Partner
By: BASIC ENERGY SERVICES,
INC., its sole Member
BASIC ESA, INC.
BASIC MARINE SERVICES, INC.
CHAPARRAL SERVICE, INC.
FIRST ENERGY SERVICES COMPANY
GLOBE WELL SERVICE, INC.
HENNESSEY RENTAL TOOLS, INC.
JETSTAR ENERGY SERVICES, INC.
JETSTAR HOLDINGS, INC.
JS ACQUISITION LLC
LEBUS OIL FIELD SERVICE CO.
OILWELL FRACTURING SERVICES, INC.
PERMIAN PLAZA, LLC
PLATINUM PRESSURE SERVICES, INC.
SCH DISPOSAL, L.L.C.
SLEDGE DRILLING CORP.
WILDHORSE SERVICES, INC.
XTERRA FISHING & RENTAL TOOLS CO.
By:	/s/ Kenneth V. Huseman
Name:	Kenneth V. Huseman
Title:	President

Signature Page to First Supplemental Indenture

TAYLOR INDUSTRIES, LLC
By:	/s/ Kenneth V. Huseman
Name:	Kenneth V. Huseman
Title:	Chief Executive Officer

Signature Page to First Supplemental Indenture

BASIC ENERGY SERVICES LP, LLC
By:	/s/ Jerry Tufly
Name:	Jerry Tufly
Title:	President

Signature Page to First Supplemental Indenture

WELLS FARGO BANK, N.A., as Trustee
By:	/s/ John C. Stohlmann
Name:	John C. Stohlmann
Title:	Vice President

Signature Page to First Supplemental Indenture

EX-10.3

Exhibit 10.3

SUPPLEMENT NO. 1 TO SECURITY AGREEMENT

     This SUPPLEMENT NO. 1 dated as of August 5, 2011 (this “Supplement”), is delivered in connection with (a) the Security Agreement dated as of February 15, 2011 (as amended, restated 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) and (b) the Guaranty dated as of February 15, 2011 (as amended, restated or otherwise modified from time to time, the “Guaranty”) made by the Debtors other than the Borrower (the “Guarantors”) for the benefit of the Administrative Agent and the Lenders.

     A Reference is made to the Credit Agreement dated as of February 15, 2011 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”), the Administrative Agent and others. Pursuant to the Guaranty, the Guarantors have agreed to guarantee, among other things, the full payment and performance of all of the Borrower’s obligations under the Credit Agreement.

     B. The Debtors have entered into the Security Agreement and the Guarantors have entered into the Guaranty as a condition precedent to the effectiveness of the Credit Agreement. Section 7.12 of the Security Agreement and Section 19 of the Guaranty provide that additional Subsidiaries of the Borrower may become Debtors under the Security Agreement and Guarantors under the Guaranty by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiaries (each such undersigned Subsidiary individually being a “New Debtor”, and collectively, the “New Debtors”) are executing this Supplement in accordance with the requirements of the Credit Agreement to become Debtors under the Security Agreement and Guarantors under the Guaranty.

     C. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement, the Guaranty, and the Credit Agreement.

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

     SECTION 1. In accordance with Section 7.12 of the Security Agreement, each New Debtor by its signature below becomes a Debtor under the Security Agreement with the same force and effect as if originally named therein as a Debtor, and each New Debtor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Debtor thereunder and (b) represents and warrants that the representations and warranties made by it as a Debtor thereunder are true and correct in all material respects on and as of the date hereof. The Schedules to the Security Agreement are hereby supplemented by the Schedules attached hereto with respect to the New Debtors. In furtherance of the foregoing, each New Debtor, as security for the payment and performance in full of the Secured Obligations (as defined in the Security Agreement), does hereby create and grant to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a security interest in and lien on all of such New Debtor’s

right, title and interest in and to the Collateral of such New Debtor. Each reference to a “Debtor” in the Security Agreement shall be deemed to include the New Debtors.

     SECTION 2. In accordance with Section 19 of the Guaranty, each New Debtor by its signature below becomes a Guarantor under the Guaranty with the same force and effect as if originally named therein as a Guarantor, and each New Debtor hereby (a) agrees to all the terms and provisions of the Guaranty applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof. Each reference to a “Guarantor” in the Guaranty shall be deemed to include the New Debtors.

     SECTION 3. Each New Debtor represents and warrants to the Administrative Agent that this Supplement 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.

     SECTION 4. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

     SECTION 5. Except as expressly supplemented hereby, the Security Agreement and the Guaranty shall remain in full force and effect.

     SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND INTERPRETED 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.

     SECTION 7. All communications and notices to a New Debtor under the Security Agreement or the Guaranty shall be in writing and given as provided in Section 7.2 of the Security Agreement to the address for such New Debtor set forth under its signature below.

     SECTION 8. Each New Debtor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent.

[Signature pages follow.]

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     IN WITNESS WHEREOF, the New Debtors and the Administrative Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

Maverick Stimulation Company, LLC
Maverick Coil Tubing Services, LLC
MCM Holdings, LLC
Maverick Thru-Tubing, LLC
The Maverick Companies, LLC
Maverick Solutions, LLC
MSM Leasing, LLC
By:	/s/ Alan Krenek
Name:	Alan Krenek
Title:	Senior Vice President, CFO and Treasurer
Address:	500 W. Illinios Ste 100
	Midland, TX 79701

BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/ Michelle Diggs
	Michelle Diggs
	Agency Management Officer
	901 Main Street
	Mail Code: TX1-492-14-11
	Dallas, TX 75202

Signature Page to Supplement No. 1 to Security Agreement

SCHEDULE 3.3

ORGANIZATION & LOCATION INFORMATION

	Jurisdiction &			Chief Executive Office,
	Type of	Organizational		Sole Place of Business, or
Debtor	Organization	ID#		Principal Residence
Maverick Coil Tubing Services, LLC	Colorado limited liability company		20001207071	88 Inverness Circle East, Suite G101 Englewood, Colorado 80112
Maverick Solutions, LLC	Colorado limited liability company		20031245775	88 Inverness Circle East, Suite G101 Englewood, Colorado 80112
Maverick Stimulation Company, LLC	Colorado limited liability company		19961105940	88 Inverness Circle East, Suite G101 Englewood, Colorado 80112
Maverick Thru-Tubing Services, LLC	Colorado limited liability company		20091658924	88 Inverness Circle East, Suite G101 Englewood, Colorado 80112
MCM Holdings, LLC	Colorado limited liability company		20011090566	88 Inverness Circle East, Suite G101 Englewood, Colorado 80112
MSM Leasing, LLC	Colorado limited liability company		20091399908	88 Inverness Circle East, Suite G101 Englewood, Colorado 80112
The Maverick Companies, LLC	Colorado limited liability company		20061298717	88 Inverness Circle East, Suite G101 Englewood, Colorado 80112

Schedule 3.3 to Supplement No. 1 to Security Agreement

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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 Supplement No. 1 to Security Agreement

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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

Schedule 3.4 to Supplement No. 1 to Security Agreement

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SCHEDULE 3.5(A)

PLEDGED EQUITY

				Number &
		Certificate		Type of	Percentage
Pledgor	Pledged Entity	#		Shares	of Shares
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%

* 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 Supplement No. 1 to Security Agreement

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SCHEDULE 3.5(C)

PLEDGED INSTRUMENTS

None.

Schedule 3.5(c) to Supplement No. 1 to Security Agreement

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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 Supplement No. 1 to Security Agreement

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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

Schedule 3.7 to Supplement No. 1 to Security Agreement

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SCHEDULE 3.8

LOCATION OF RIGS

None.

Schedule 3.8 to Supplement No. 1 to Security Agreement

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SCHEDULE 3.9

BANK ACCOUNTS

None.

Schedule 3.9 to Supplement No. 1 to Security Agreement

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