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): April 26, 2007

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.)

                400 W. Illinois, Suite 800
                   Midland, Texas
(Address of principal executive offices) 79701   
(Zip Code)

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

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 (see General Instruction A.2 below):

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

Second Supplemental Indenture

Third Supplemental Indenture

Item 1.01 Entry into a Material Definitive Agreement.

     On April 26, 2007, Basic Energy Services, Inc. (“Basic”) entered into a Second Supplemental Indenture (the “Second Supplemental Indenture”), effective as of March 7, 2007, to that certain Indenture, dated as of April 12, 2006 (as amended and supplemented, the “Indenture”), among Basic, as Issuer, the Subsidiary Guarantors from time to time party thereto (the “Existing Guarantors”) and The Bank of New York Trust Company, N.A., as Trustee (the “Trustee”). The Second Supplemental Indenture was entered into among Basic, as Issuer, the Existing Guarantors, as Subsidiary Guarantors, JS Acquisition LLC, a Delaware limited liability company (“JS Acquisition”), Acid Services, LLC, a Kansas limited liability company (“Acid Services”), JetStar Energy Services, Inc., a Texas corporation (“JetStar Energy”), and JetStar Holdings, Inc., a Delaware corporation (“JetStar Holdings,” and together with JS Acquisition, Acid Services and JetStar Energy, the “New Guarantors”), as Subsidiary Guarantors, and the Trustee. The Second Supplemental Indenture added the New Guarantors as Subsidiary Guarantors under the Indenture. Each of the Subsidiary Guarantors is an indirect wholly owned subsidiary of Basic. The Second Supplemental Indenture is attached as an exhibit hereto and incorporated herein by reference.

     On April 26, 2007, Basic entered into a Third Supplemental Indenture (the “Third Supplemental Indenture”) to the Indenture. The Third Supplemental Indenture was entered into among Basic, as Issuer, the Existing Guarantors, as Subsidiary Guarantors, Sledge Drilling Corp., a Texas corporation (“Sledge”), as a Subsidiary Guarantor, and the Trustee. The Third Supplemental Indenture added Sledge as a Subsidiary Guarantor under the Indenture. Sledge is an indirect wholly owned subsidiary of Basic. The Third Supplemental Indenture is attached as an exhibit hereto and incorporated herein by reference.

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 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
	4.1	Second Supplemental Indenture dated as of April 26, 2007 and effective as of March 7, 2007 to Indenture dated as of April 12, 2006 among Basic Energy Services, Inc., as Issuer, the Subsidiary Guarantors named therein and The Bank of New York Trust Company, N.A., as Trustee.
	4.2	Third Supplemental Indenture dated as of April 26, 2007 to Indenture dated as of April 12, 2006 among Basic Energy Services, Inc., as Issuer, the Subsidiary Guarantors named therein and The Bank of New York Trust Company, N.A., as Trustee.

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: May 1, 2007	By:	/s/ Alan Krenek
		Alan Krenek
		Senior Vice President, Chief Financial Officer, Treasurer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
4.1	Second Supplemental Indenture dated as of April 26, 2007 and effective as of March 7, 2007 to Indenture dated as of April 12, 2006 among Basic Energy Services, Inc., as Issuer, the Subsidiary Guarantors named therein and The Bank of New York Trust Company, N.A., as Trustee.
4.2	Third Supplemental Indenture dated as of April 26, 2007 to Indenture dated as of April 12, 2006 among Basic Energy Services, Inc., as Issuer, the Subsidiary Guarantors named therein and The Bank of New York Trust Company, N.A., as Trustee.

EX-4.1

SECOND 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 TRUST COMPANY, N.A.

as Trustee

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

SECOND SUPPLEMENTAL INDENTURE

     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 26, 2007 and effective as of March 7, 2007, among JS Acquisition LLC, a Delaware limited liability company (“JS Acquisition”), Acid Services, LLC, a Kansas limited liability company (“Acid Services”), JetStar Energy Services, Inc., a Texas corporation (“JetStar Energy”), and JetStar Holdings, Inc., a Delaware corporation (“JetStar Holdings,” and together with JS Acquisition, Acid Services and JetStar Energy, 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 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 the New Guarantors 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 Guarantor 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 shall 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 of the New Guarantors hereby agrees, jointly and severally with all other 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 of the New Guarantors shall 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: Name: Title:	/s/ Kenneth V. Huseman Kenneth V. Huseman President and Chief Executive Officer
NEW GUARANTORS:
JS ACQUISITION LLC
By: Name: Title:	/s/ Kenneth V. Huseman Kenneth V. Huseman President
ACID SERVICES, LLC
By:/s/	Kenneth V. Huseman
Name: Title:	Kenneth V. Huseman President
JETSTAR ENERGY SERVICES, INC.
By:	/s/ Kenneth V. Huseman
Name: Title:	Kenneth V. Huseman President
JETSTAR HOLDINGS, INC.
By:	/s/ Kenneth V. Huseman
Name: Title:	Kenneth V. Huseman President

3

EXISTING GUARANTORS:
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.
ENERGY AIR DRILLING SERVICE CO, INC.
FESCO ALASKA, INC.
FIRST ENERGY SERVICES COMPANY
H.B. & R., INC.
LEBUS OIL FIELD SERVICE CO.
OILWELL FRACTURING SERVICES, INC.
R&R HOT OIL SERVICE, INC.
WESTERN OIL WELL SERVICE CO.
GLOBE WELL SERVICE, INC.
SCH DISPOSAL, L.L.C.
By:		/s/ Kenneth V. Huseman
Name		: Kenneth V. Huseman
Title:		President

4

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

5

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
By: Name: Title:	/s/ Brian Echausse Brian Echausse Trust Officer

6

EX-4.2

THIRD 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 TRUST COMPANY, N.A.

as Trustee

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

THIRD SUPPLEMENTAL INDENTURE

     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 26, 2007, among Sledge Drilling Corp., a Texas corporation (the “New Guarantor”), 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 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 Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the 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 Guarantor, 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 shall 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. The New Guarantor hereby agrees, jointly and severally with all other 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, the New Guarantor shall 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: Name: Title:	/s/ Kenneth V. Huseman Kenneth V. Huseman President and Chief Executive Officer
NEW GUARANTOR:
SLEDGE DRILLING CORP.
By: Name: Title:	/s/ Kenneth V. Huseman Kenneth V. Huseman President

3

EXISTING GUARANTORS:
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.
ENERGY AIR DRILLING SERVICE CO, INC.
FESCO ALASKA, INC.
FIRST ENERGY SERVICES COMPANY H.B. & R., INC.
LEBUS OIL FIELD SERVICE CO.
OILWELL FRACTURING SERVICES, INC.
R&R HOT OIL SERVICE, INC.
WESTERN OIL WELL SERVICE CO.
GLOBE WELL SERVICE, INC.
SCH DISPOSAL, L.L.C.
JS ACQUISITION LLC
ACID SERVICES, LLC
JETSTAR ENERGY SERVICES, INC.
JETSTAR HOLDINGS, INC.
By:		/s/ Kenneth V. Huseman
Name:		Kenneth V. Huseman
Title:		President

4

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

5

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
By: Name: Title:	/s/ Brian Echausse Brian Echausse Trust Officer

6