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): February 26, 2016

Basic Energy Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-32693		54-2091194
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
801 Cherry Street, Suite 2100
Fort Worth, Texas		76102
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (817)  334-4100

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:

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

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

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

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

Item 1.01  Entry into a Material Definitive Agreement.

Amendment No. 3 to Amended and Restated Credit Agreement

In connection with the previously announced Term Loan Credit Agreement dated February 17, 2016 (the “Term Loan Agreement”), on February 26, 2016, Basic Energy Services, Inc. (“Basic”) entered into an amendment (the “Amendment”) to its existing $250,000,000 revolving credit facility (as so amended, the “Modified Facility”) with a syndicate of lenders and Bank of America, N.A., as administrative agent for the lenders (the “Administrative Agent”). Among other provisions, the Amendment:

· reduces the maximum aggregate commitments thereunder from $250,000,000 to $100,000,000;

· revises the maturity date to the earliest to occur of November 26, 2019 and August 17, 2018 if a specified refinancing of Basic’s 2019 senior notes has not been completed by August 17, 2018;

· modifies the borrowing base calculation;

· permits Basic to incur term loans under the new Term Loan Agreement in an aggregate principal amount not to exceed $180,000,000, and enter into and permit to exist other obligations and liens relating to the Term Loan Agreement; and

· redefines the collateral under the Modified Facility to exclude Term Loan Priority Collateral (as defined in the Intercreditor Agreement), and released and discharged the Administrative Agent’s security interests in and liens on such collateral.

In connection with the Amendment, Basic will recognize anon-cash, pre-tax charge of approximately $2 million associated with the allocated portion of deferred debt costs associated with the issuance of the original revolving credit agreement.

Intercreditor Agreement

In connection with the Modified Facility and the Term Loan Agreement, the Administrative Agent and U.S. Bank National Association, as the administrative agent under the Term Loan Agreement, entered into an Intercreditor Agreement, dated as of February 26, 2016 (the “Intercreditor Agreement”), which was acknowledged by Basic and the guarantors party thereto.  The Intercreditor Agreement establishes various inter-lender terms, including, without limitation, priority of liens, permitted actions by each party, application of proceeds, exercise of remedies in the case of an event of default, releases of collateral and limitations on the amendment of the Modified Facility and the Term Loan Agreement without the consent of the other party.

Amended Security Agreement

On February 26, 2016, Basic and the Administrative Agent entered into a Second Amended and Restated Security Agreement (the “Amended Security Agreement”).  Under the Amended Security Agreement, the Administrative Agent released and discharged its security interest in and liens on the Term Loan Priority Collateral (as defined in the Intercreditor Agreement), but retained security interests in the other Collateral, including (as defined therein): (a) all Accounts (other than certain Accounts arising solely from the disposition of Term Loan Priority Collateral); (b) all Specified ABL Facility Priority Collateral; (c) all Deposit Accounts, Securities Accounts and Commodity Accounts (excluding accounts that contain only Proceeds of the Term Loan Priority Collateral, a Term Loan Escrow Account and a Term Loan Proceeds Collateral Account); and (d) all Proceeds of the foregoing.

Term Loan Security Agreement

On February 26, 2016, Basic and the Debtors under the Term Loan Agreement, and U.S. Bank National Association, as the administrative agent under the Term Loan Agreement entered into a Security Agreement (the “Term Loan Security Agreement”).  The Collateral under the Term Loan Security Agreement includes (as defined therein):  (a)  all Chattel Paper, all Collateral Accounts, all commercial tort claims, all Contracts, all Deposit Accounts, all Documents, all Equipment, all Fixtures, all General Intangibles, all Instruments, all Intellectual Property, all Inventory, all Investment Property (including without limitation the Pledged Equity and all Securities Accounts), all Letter of Credit Rights, all Liquid Assets, all Receivables, all Records, and all Supporting Obligations; (b) any and all additions, accessions and improvements to, all substitutions and replacements for and all products of or derived from the foregoing; and (c) all Proceeds of the foregoing.

Copies of the Amendment, the Intercreditor Agreement, the Amended Security Agreement and the Term Loan Security Agreement are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto, respectively, and are incorporated herein by reference.  The above descriptions of the Amendment, the Intercreditor Agreement, the Amended Security Agreement and the Term Loan Security Agreement contained herein are qualified in their entirety by the full text of such exhibits.

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

The descriptions of the Term Loan Agreement set forth above under Item 1.01 above are incorporated by reference into this Item 2.03.

Item 9.01  Financial Statements and Exhibits.  

(d)  Exhibits.

10.1	Amendment No. 3 to Amended and Restated Credit Agreement, dated as of February 26, 2016, among Basic, as Borrower, each lender from time to time party thereto and Bank of America, N.A., as administrative agent, swing line lender and an l/c issuer.
10.2	Intercreditor Agreement, dated as of February 26, 2016, among Bank of America, N.A., as Administrative Agent for the ABL Secured Parties, U.S. Bank National Association, as Administrative Agent and Collateral Agent for the Term Loan Secured Parties, and acknowledged by Basic and each of the Grantors party thereto.
10.3	Second Amended and Restated Security Agreement, dated as of February 26, 2016, among Basic, as Borrower, and the other Debtors under the Modified Facility party thereto , andBank of America, N.A., as administrative agent.
10.4	Security Agreement, dated as of February 26, 2016, among Basic, as Borrower, the other Debtors under the Term Loan Agreement party thereto, and U.S. Bank, National Association, as administrative agent.

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: February29, 2016	By:	/s/ Alan Krenek
		Alan Krenek
		Senior Vice President, Chief Financial Officer,
		Treasurer and Secretary

EXHIBIT INDEX

Exhibit No. Description

10.1	Amendment No. 3 to Amended and Restated Credit Agreement, dated as of February 26, 2016, among Basic as Borrower, each lender from time to time party thereto and Bank of America, N.A., as administrative agent, swing line lender and an l/c issuer.
10.2	Intercreditor Agreement, dated as of February 26, 2016, among Bank of America, N.A., as Administrative Agent for the ABL Secured Parties, U.S. Bank National Association, as Administrative Agent and Collateral Agent for the Term Loan Secured Parties, and acknowledged by Basic and each of the Grantors party thereto.
10.3	Second Amended and Restated Security Agreement, dated as of February 26, 2016, among Basic, as Borrower, the other Debtors under the Modified Facility party thereto, and Bank of America, N.A., , as administrative agent.
10.4	Security Agreement, dated as of February 26, 2016, among Basic, as Borrower, the other Debtors under the Term Loan Agreement party thereto, and U.S. Bank, National Association, as administrative agent.

EX-10.1

Exhibit 10.1

Execution Version

AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT

This Amendment No. 3 to Amended and Restated Credit Agreement, dated as of February 26, 2016 (this “Amendment”), is entered into by BASIC ENERGY SERVICES, INC.,a Delaware corporation (the “Borrower”), the undersigned subsidiaries of the Borrower identified as guarantors (the “Guarantors”), the undersigned lenders party to the Credit Agreement described below, and BANK OF AMERICA, N.A.,  as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and an L/C Issuer.

INTRODUCTION

A.Reference is made to the Amended and Restated Credit Agreement dated as of November 26, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (collectively, the “Lenders” and each individually, a “Lender”), and the Administrative Agent.

B.The Borrower desires to amend the Credit Agreement as set forth herein in order to, among other things, (i) reduce the Aggregate Commitments thereunder from $250,000,000 to $100,000,000, (ii) modify the Borrowing Base to eliminate Eligible Equipment as a component thereof, and (iii) permit the Borrower to enter into a proposed senior secured term loan facility of up to $180,000,000 (the “Proposed Term Facility”).

C.The Administrative Agent and the Required Lenders are willing to amend the Credit Agreement on the terms and conditions set forth in this Amendment.

THEREFORE, in connection with the foregoing and for other good and valuable consideration, the Borrower, the Required Lenders, and the Administrative Agent hereby agree as follows:

Section 1.Definitions; References.  Unless otherwise defined in this Amendment, each term used in this Amendment that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.

Section 2.Amendment to Credit Agreement.

(a)Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions in appropriate alphabetical order:

“ABL Facility Priority Collateral” as defined in the Intercreditor Agreement; provided, that if the Term Loan Obligations Payment Date shall have occurred, ABL Facility Priority Collateral shall mean all Collateral.

“Intercreditor Agreement” means that certain Intercreditor Agreement dated as of the Third Amendment Effective Date among the Borrower, the Guarantors, the Administrative Agent, and the Term Loan Agent.

“Term Loans” mean the loans outstanding under the Term Loan Agreement.

“Term Loan Agent” means U.S. Bank National Association, as administrative agent and collateral agent for those lenders party to the Term Loan Agreement, together with its successors and assigns.

“Term Loan Agreement” means that certain Term Loan Credit Agreement dated as of February 17, 2016, as amended and supplemented from time to time, among the Borrower, U.S. Bank National Association, as administrative agent, and each lender from time to time party thereto.

“Term Loan Documents” means the “Loan Documents” as defined in the Term Loan Agreement, as the same may be amended, supplemented, waived, otherwise modified, extended, renewed, refinanced or replaced from time to time.

“Term Loan Obligations” as defined in the Intercreditor Agreement.

“Term Loan Obligations Payment Date” as defined in the Intercreditor Agreement.

“Third Amendment” means that certain Amendment No.  3 to Amended and Restated Credit Agreement dated as of February 26, 2016, among the Borrower, the Guarantors, the Administrative Agent and the Lenders signatory thereto.

“Third Amendment Effective Date” means February 26, 2016.

(b)Section 1.01 of the Credit Agreement is hereby amended by deleting the definitions of “Consolidated Senior Secured Indebtedness”, “Consolidated Senior Secured Leverage Ratio” and “Eligible Equipment” in their entirety therefrom.

(c)Section 1.01 of the Credit Agreement is hereby amended by amending and restating the definition of “Aggregate Commitments” in its entirety to read as follows:

“Aggregate Commitments” means the Commitments of all the Lenders.  As of the Third Amendment Effective Date, the Aggregate Commitments are $100,000,000.

(d)Section 1.01 of the Credit Agreement is hereby amended by amending and restating the definition of “Aggregate Commitments” in its entirety to read as follows:

“Availability Reserve” means the sum (without duplication) of (a) the Rent and Charges Reserve; (b) the Bank Product Reserve; (c) the Dilution Reserve; (d) all accrued Royalties, whether or not then due and payable by a Borrower; (e) the aggregate amount of liabilities secured by Liens upon ABL Facility Priority Collateral that are senior to Administrative Agent's Liens (but imposition of any such reserve shall not waive an Event of Default arising

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therefrom); and (f) such additional reserves, in such amounts and with respect to such matters, as Administrative Agent in its Permitted Discretionmay elect to impose from time to time.

(e)Section 1.01 of the Credit Agreement is hereby amended by amending and restating the definition of “Borrowing Base” in its entirety to read as follows:

“Borrowing Base” means, on any date of determination, an amount equal to the lesser of (a) the Aggregate Commitments; or (b) the sum, without duplication, of the following:

(i)85% of the Value of Eligible Accounts, plus

(ii)the lesser of (A) 85% of the Value of Eligible Unbilled Accounts or (B) $37,500,000, minus

(iii)the Availability Reserve.

This definition of “Borrowing Base” will not be modified to increase any of the advance rates or dollar sublimits stated above or add any new categories of eligible assets without the approval of Lenders holding at least two-thirds of the sum of the Total Outstandings and aggregate unused Commitments; provided that the unused Commitment of, and the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of this determination.

(f)Section 1.01 of the Credit Agreement is hereby amended by amending and restating the definition of “Cash Dominion Trigger Period” in its entirety to read as follows:

“Cash Dominion Trigger Period” means the period (a) commencing on the day that an Event of Default occurs, or Availability is less than the greater of 15% of the Aggregate Commitments or $15,000,000 and (b) continuing until, during each of the preceding 60 consecutive days, no Event of Default has existed and Availability has at all times exceeded the greater of 15% of the Aggregate Commitments or $15,000,000.

(g)Section 1.01 of the Credit Agreement is hereby amended by amending and restating the definition of “Financial Covenant Trigger Period” in its entirety to read as follows:

“Financial Covenant Trigger Period” means the period (a) commencing on the day that Availability is less than the greater of 15% of the Aggregate Commitments or $15,000,000 and (b) continuing until, during each of the preceding 30 consecutive days, Availability has at all times exceeded the greater of 15% of the Aggregate Commitments or $15,000,000.

(h)Section 1.01 of the Credit Agreement is hereby amended by amending and restating the definition of “Loan Documents” in its entirety to read as follows:

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“Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) the Guaranty, (d) the Collateral Documents, (e) the Fee Letter, (f) the Post Closing Agreement, (g) the Intercreditor Agreement, (h) each Issuer Document, (i) any arrangements entered into by any L/C Issuer and the Borrower pursuant to Section 2.03(a)(iii), (j) the First Amendment, (k) the Second Amendment, (l) the Third Amendment and (m) any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.15 of this Agreement.

(i)Section 1.01 of the Credit Agreement is hereby amended by amending and restating the definition of “Maturity Date” in its entirety to read as follows:

“Maturity Date” means the earliest to occur of (a) November 26, 2019 and (b) August 17, 2018 if an Acceptable 2019 Senior Notes Refinancing has not been completed by August 17, 2018.

(j)Section 1.01 of the Credit Agreement is hereby amended by amending and restating the definition of “Weekly BBC Trigger Period” in its entirety to read as follows:

“Weekly BBC Trigger Period”  means the period (a) commencing on the day that an Event of Default occurs, or Availability is less than the greater of 12.5% of the Aggregate Commitments or $12,500,000 and (b) continuing until, during each of the preceding 30 consecutive days, no Event of Default has existed and Availability has at all times exceeded the greater of 12.5% of the Aggregate Commitments or $12,500,000.

(k)Section 2.14 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Section 2.14[Reserved].

(l)Section 6.01(e) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(e)a Borrowing Base Certificate prepared as of the end of the applicable period, as soon as available, but in any event (i) when no Weekly BBC Trigger Period is in effect, not later than 25 days after the end of each month and (ii) when a Weekly BBC Trigger Period is in effect, not later than 3 Business Days after the end of each week.  All calculations of Availability in any Borrowing Base Certificate shall originally be made by the Borrower and certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower, provided that the Administrative Agent may from time to time review and adjust any such calculation (A) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Accounts or otherwise; and (B) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve.

(m)Section 6.12 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

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Section 6.12.Covenant to Guarantee Obligations and Give Security. (a) With respect to (x) any Person that becomes a direct or indirect Subsidiary after the Closing Date (other than a CFC, a Subsidiary that is held directly or indirectly by a CFC or any Immaterial Domestic Subsidiary created or acquired after the Closing Date) and (y) any Immaterial Domestic Subsidiary (including Robota and BESI) that ceases to be an Immaterial Domestic Subsidiary, then the Borrower shall, at the Borrower’s expense:

(i)within 15 days after such formation or acquisition or ceasing to be an Immaterial Domestic Subsidiary (or such longer period as may be agreed by the Administrative Agent in its sole discretion), cause such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,

(ii)within 15 days after such formation or acquisition or ceasing to be an Immaterial Domestic Subsidiary (or such longer period as may be agreed by the Administrative Agent in its sole discretion), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent a Security Agreement Supplement and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of other instruments of the type specified in Section 4.01(a)(iv) other than clause (A) thereof), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such property (other than Excluded Properties) purported to be subject to such Collateral Document,

(iii)within 15 days after such formation or acquisition or ceasing to be an Immaterial Domestic Subsidiary (or such longer period as may be agreed by the Administrative Agent in its sole discretion), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Agreement Supplement and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, and

(iv)within 60 days after such formation or acquisition or ceasing to be an Immaterial Domestic Subsidiary (or such longer period as

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may be agreed by the Administrative Agent in its sole discretion), deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (ii) and (iii) above, and as to such other matters as the Administrative Agent may reasonably request.

(b)Upon the acquisition of any property by any Loan Party of a type that is intended to be Collateral, if such property, in the judgment of the Administrative Agent, shall not already be subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties, then the Borrower shall, at the Borrower’s expense:

(i)within 30 days after such acquisition (or such longer period as may be agreed by the Administrative Agent in its sole discretion), furnish to the Administrative Agent a description of the property so acquired in detail satisfactory to the Administrative Agent,

(ii)within 15 days after such acquisition (or such longer period as may be agreed by the Administrative Agent in its sole discretion), (A) cause the applicable Loan Party to duly execute and deliver to the Administrative Agent Security Agreement Supplements and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such personal properties and (B) cause the applicable Loan Party to take whatever action (including the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Required Lenders to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,

(iii)within 60 days after such acquisition (or such longer period as may be agreed by the Administrative Agent in its sole discretion), deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and

(c)At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all

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such other action as the Administrative Agent may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, Security Agreement Supplements and other security and pledge agreements.

(d)Upon Robota, BESI or any other Domestic Subsidiary becoming a guarantor of any of the Senior Notes or the Term Loan Obligations, such Person shall be deemed to be a “Guarantor” for purposes of this Agreement and the Borrower shall promptly cause such Person to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents and to deliver such other Loan Documents and take such other actions specified in clause (a) above within the time frames specified therein.

(d)Notwithstanding the foregoing, if, as of the end of any fiscal quarter, the Immaterial Domestic Subsidiaries collectively (i) generated more than 5% of Consolidated EBITDA for the Measurement Period most recently ended for which financial statements of the Borrower are available or (ii) own net assets that have an aggregate fair market value equal to or greater than 5.0% of Consolidated Tangible Assets of the Borrower, then in each case the Borrower shall cause one or more of such Immaterial Domestic Subsidiaries to execute a joinder agreement (or agreements) such that after giving effect thereto, (A) all such remaining Immaterial Domestic Subsidiaries that are not Guarantors generated less than 5% of Consolidated EBITDA for such Measurement Period and (B) the total net assets owned by all such remaining Immaterial Domestic Subsidiaries that are not Guarantors will have an aggregate fair market value of less than 5.0% of the Consolidated Tangible Assets of the Borrower.

(n)Section 6.19 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

6.19[Reserved].

(o)Section 7.01(l) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(l)Liens on property of the Borrower and its Subsidiaries securing Indebtedness permitted under Section 7.02(m);

(p)Section 7.02 of the Credit Agreement is hereby amended by (i) deleting “and” from the end of clause (k), (ii) replacing the period at the end of clause (l) with “; and” and (iii) adding a new clause (m) to the end thereof, which shall read in its entirety as follows:

(m)the Term Loans incurred by the Borrower in an aggregate principal amount not to exceed $180,000,000 at any time outstanding and any Indebtedness refinancing, extending, renewing or replacing the Term Loans to the extent consummated pursuant to documentation in form and substance satisfactory to the

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Administrative Agent; provided that the aggregate principal amount of the Term Loans, or any such Indebtedness refinancing, extending, renewing or replacing the Term Loans, shall not exceed $180,000,000 (plus any accrued and unpaid interest and premium thereon plus other amounts paid, and fees and expenses incurred, in connection with such Refinancing).

(q)Section 7.09 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Section 7.09.Burdensome Agreements.  Enter into or permit to exist any Contractual Obligation (other than this Agreement, any other Loan Document or any Term Loan Document) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof and set forth on Schedule 7.09 or (B) at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (ii) of any Subsidiary to Guarantee the Obligations or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on its property to secure the Obligations; provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.02(f) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations.

(r)Section 7.11(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(a)[Reserved].

(s)Section 7.15 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Section 7.15.Prepayments, Etc. of Indebtedness.  Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness, except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b) regularly scheduled payments of principal in respect of the Term Loan Agreement or Indebtedness set forth on Schedule 7.02, (c) refinancings, refundings, extensions or renewals of Indebtedness to the extent such refinancing, refunding, extension or renewal is permitted by Sections 7.02(d) or 7.02(g), (d) the conversion to or exchange for Equity Interests of convertible or exchangeable debt securities permitted under Sections 7.02(d) or 7.02(g), and customary payments in cash in lieu of fractional shares in connection therewith, (e) the prepayment, purchase or other satisfaction of the Senior Notes by the Borrower in an aggregate principal amount not to exceed $100,000,000; provided that, (i) no Default or Event of Default exists or would result

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from such prepayment, purchase or other satisfaction, and (ii) pro forma Liquidity shall be at least $200,000,000 after giving effect to such prepayment, purchase or other satisfaction, (f) the cancellation or other satisfaction of any Permitted Purchased Notes purchased by the Borrower or other Loan Party in compliance with this Section 7.15; and (g) mandatory prepayments of the Term Loans as required by the Term Loan Agreement.

(t)Section 8.01(l) of the Credit Agreement is hereby amended by deleting the words “or Equipment” therefrom.

(u)Schedule 1.01 of the Credit Agreement is hereby deleted in its entirety and replaced with Schedule 1.01 attached hereto as Annex A.

(v)Exhibit D of the Credit Agreement is hereby deleted in its entirety and replaced with Exhibit D attached hereto as Annex B.

Section 3.Representations and Warranties.  The Loan Parties each represent and warrant that (a) the execution, delivery, and performance of this Amendment by each Loan Party are within the corporate or equivalent power and authority of such Loan Party and have been duly authorized by all necessary corporate or other organizational action, (b) this Amendment, and the Credit Agreement as amended hereby, constitute legal, valid, and binding obligations of each Loan Party, enforceable against each Loan Party in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws of general applicability affecting the enforcement of creditors’ rights and the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law); (c) the representations and warranties of the Borrower and each other Loan Party contained in each Loan Document are true and correct as of the date of this Amendment, 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; (d) no Default or Event of Default exists under the Loan Documents; and (e) the Liens under the Security Documents, as amended in accordance with this Amendment, are valid and subsisting and secure the Secured Obligations (as defined therein).

Section 4.Effect on Credit Documents.  Except as amended hereby or in accordance herewith, the Credit Agreement and all other Loan Documents remain in full force and effect as originally executed.  Nothing herein shall act as a waiver of any of the Administrative Agent’s or any Lender’s rights under the Loan Documents as amended, including the waiver of any default or event of default, however denominated.  The Loan Parties acknowledge and agree that this Amendment shall in no manner impair or affect the validity or enforceability of the Credit Agreement.  This Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents.  Without limiting the foregoing, any breach of representations, warranties, and covenants under this Amendment may be a default or event of default under the other Loan Documents.

Section 5.Conditions to Effectiveness.  This Amendment shall be effective on the date (the “Third Amendment Effective Date”) on which each of the following conditions has been satisfied:  

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(a)Counterparts. The Administrative Agent’s receipt of the following (which may be by electronic transmission), and in the case of documents delivered by a Loan Party, each properly executed by a Responsible Officer of such Loan Party, each dated the Third Amendment Effective Date and each in form and substance satisfactory to the Administrative Agent and each of the Lenders party hereto:

(i)counterparts of this Amendment executed by the Borrower, the Guarantors, the Administrative Agent and the Required Lenders;

(ii)counterparts of the Intercreditor Agreement executed by the Borrower, the Guarantors, the Administrative Agent, and the Term Loan Agent in the form attached hereto as Annex C (the “Intercreditor Agreement”);

(iii)such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party;

(iv)such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is in good standing in the jurisdiction of its incorporation or formation; and

(v)a legal opinion of Andrews Kurth LLP, counsel to the Loan Parties, addressed to the Administrative Agent and the Lenders, covering such matters as the Administrative Agent may reasonably request.

(b)No Material Adverse Change.  Since December 31, 2014, no material adverse change, in the opinion of the Administrative Agent, in the business, assets, properties, liabilities, operations or condition (financial or otherwise) of Borrower and Guarantors, taken as a whole, has occurred.

(c)Proposed Term Facility.  The Proposed Term Facility shall be consummated pursuant to documentation in form and substance satisfactory to the Administrative Agent, and the closing date term loans thereunder shall have been made.

(d)Fees.  Any fees required to be paid to the Administrative Agent and the consenting Lenders on or before the Third Amendment Effective Date shall have been paid.

(e)Expenses.  Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (including any local counsel) to the extent invoiced prior to the Third Amendment Effective Date.

(f)Other Documents.  The Administrative Agent shall have been provided with such documents, instruments and agreements, and the Loan Parties shall have taken such actions, in each case as the Administrative Agent may reasonably require in connection with this Amendment and the transactions contemplated hereby.

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Section 6.Reaffirmation of Guaranty.  By its signature hereto, each Guarantor represents and warrants that such Guarantor has no defense to the enforcement of the Guaranty, and that according to its terms the Guaranty will continue in full force and effect to guaranty the Borrower’s obligations under the Credit Agreement and the other amounts described in the Guaranty following the execution of this Amendment.

Section 7.Intercreditor Agreement.  Each Lender hereby consents to the terms of, and authorizes the Administrative Agent to enter into, the Intercreditor Agreement, and each Lender agrees that the terms of the Intercreditor Agreement shall be binding on such Lender and its successors and assigns as if it were a party thereto.

Section 8.Release of Security Interests, Further Assurance, Etc.

(a)Upon the occurrence of the Third Amendment Effective Date, all of the Administrative Agent’s security interests in and liens on the Term Loan Priority Collateral (as defined in the Intercreditor Agreement) shall automatically be released and discharged without recourse, representation or warranty of any kind, express or implied, and the Lenders hereby authorize such release and discharge by the Administrative Agent. Each of the Loan Parties hereby releases the Administrative Agent and the Lenders from any duty, liability or obligation (if any) under the Loan Documents in respect of the Term Loan Priority Collateral.

(b)The Administrative Agent will (i) at the request of the Borrower or any other Loan Party execute appropriate amendments to any existing UCC financing statements, (ii) together with the Loan Parties amend and restate the Security Agreement to reflect the continuing collateral for the Secured Obligations, after giving effect to the release of the Term Loan Priority Collateral and (iii) at the request of the Borrower or any other Loan Party execute such additional termination and release documents, instruments and other writings, and take such other action, as the Borrower or any other Loan Party may reasonably request to effect or evidence the release of the Administrative Agent’s security interest in the Term Loan Priority Collateral, but, in each case, without recourse, representation or warranty of any kind, express or implied, and at the sole cost and expense of the Loan Parties.

Section 9.Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, the LAW OF THE STATE OF NEW YORK.

Section 10.Miscellaneous.  The miscellaneous provisions set forth in Article X of the Credit Agreement apply to this Amendment.  This Amendment may be signed in any number of counterparts, each of which shall be an original, and may be executed and delivered by telecopier or other electronic imaging means.

Section 11.ENTIRE AGREEMENT.  THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

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[Signature pages follows.]

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EXECUTED as of the first date above written.

BORROWER:

BASIC ENERGY SERVICES, INC.

By: /s/Alan Krenek

Name:Alan Krenek

Title:Senior Vice President, Chief Financial Officer, Treasurer and Secretary

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Basic Energy Services, Inc.

GUARANTORS:

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 SERVICES, 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/Alan Krenek

Name:Alan Krenek

Title:Senior Vice President, Chief Financial Officer, Treasurer and Secretary

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Basic Energy Services, Inc.

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/Alan Krenek

Name:Alan Krenek

Title:Senior Vice President, Chief Financial Officer, Treasurer and Secretary

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Basic Energy Services, Inc.

TAYLOR INDUSTRIES, LLC

By:/s/Alan Krenek

Name:Alan Krenek

Title:Senior Vice President, Chief Financial Officer, Treasurer and Secretary

BASIC ENERGY SERVICES LP, LLC

By:/s/Jerry Tufly

Name:Jerry Tufly

Title:Sole Manager and President

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Basic Energy Services, Inc.

ADMINISTRATIVE AGENT AND LENDERS:

BANK OF AMERICA, N.A.,

as Administrative Agent

By:/s/Hance VanBeber

Name:Hance VanBeber

Title:Sr. Vice President

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Basic Energy Services, Inc.

BANK OF AMERICA, N.A.,

as a Lender, L/C Issuer and Swing Line Lender

By:/s/Hance VanBeber

Name:Hance VanBeber

Title:Sr. Vice President

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Basic Energy Services, Inc.

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:/s/Reza Sabahi

Name:Reza Sabahi

Title:Authorized Signatory

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Basic Energy Services, Inc.

CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender and L/C Issuer

By:/s/Laurel Varney

Name:Laurel Varney

Title:Vice President

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Basic Energy Services, Inc.

ZB, N.A. DBA AMEGY BANK

By:/s/Michael Threadgill

Name:Michael Threadgill

Title:Officer

By:/s/James Day

Name:James Day

Title:Senior Vice President

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Basic Energy Services, Inc.

GOLDMAN SACHS BANK USA, as lender

By:/s/Jerry Li

Name:Jerry Li

Title:Authorized Signatory

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Basic Energy Services, Inc.

ANNEX A

SCHEDULE 1.01

COMMITMENTS

AND APPLICABLE PERCENTAGES

Lender	Revolving Credit Commitment	Revolving Credit Applicable Percentage
Bank of America, N.A.	$35,000,000.00	35.000000000%
Wells Fargo Bank, National Association	$25,000,000.00	25.000000000%
Capital One, National Association	$16,666,666.67	16.666666667%
Comerica Bank	$13,333,333.33	13.333333333%
Amegy Bank, N.A.	$10,000,000.00	10.000000000%
TOTAL	$100,000,000.00	100.000000000%

ANNEX B

EXHIBIT D

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date: ________, ____

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Amended and Restated Credit Agreement, dated as of November 26, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Basic Energy Services, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender.

The undersigned hereby certifies as of the date hereof that he/she is the ___________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that:

[Use following paragraph 1 f or fiscal year-end financial statements]

1.The Borrower has delivered the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 f or fiscal quarter-end financial statements]

1.The Borrower has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date.  Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

[Use following paragraph 1 for month-end financial statements if a
Financial Covenant Trigger Period is in effect]

1.The Borrower has delivered the unaudited financial statements required by Section 6.01(c) of the Agreement for the month ended as of the above date.  Such

financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

2.The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by such financial statements.

3.A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and

[select one:]

[to the best knowledge of the undersigned, during such fiscal period the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]

--or-

[to the best knowledge of the undersigned, the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

4.The representations and warranties of the Borrower and each other Loan Party contained in Article V of the Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection with the Loan Documents, 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 are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in Sections 5.05(a) and (b) of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a), (b) and (c) of the Agreement, respectively.

5.The financial covenant analyses and information set forth on Schedules 1 and 2 attached hereto are true and accurate on and as of the date of this Certificate.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ,

BASIC ENERGY SERVICES, INC.
By:
	Name:
	Title:

For the Quarter/Year/Month ended ___________________, ____
(“Statement Date”)

SCHEDULE 1
to the Compliance Certificate
($ in 000’s)

I.Consolidated Leverage Ratio.
A.Consolidated Funded Indebtedness (not including Permitted Purchased Notes held by any Loan Party) at Statement Date	$_____
B.Consolidated EBITDA for Measurement Period ending on above date (“Subject Period”) as per Schedule 2:	$_____
C.Consolidated Leverage Ratio (Line I.A.  ÷ Line I.B.):	____ to 1
II.Section 7.11(b) – Consolidated Fixed Charge Coverage Ratio.
A.Consolidated EBITDA for Subject Period (Line I.B.  above):	$_____
B.Capital Expenditures for Subject Period (except those financed with borrowed money other than Revolver Loans) and cash taxes paid:	$_____
C.Line II.A.  - Line II.B.:	$_____
D.Consolidated Interest Charges for the Subject Period:	$_____
E.Scheduled principal payments on borrowed money during Subject Period:	$_____
F.Restricted Payments made during Subject Period:	$_____
G.Consolidated Fixed Charges for the Subject Period (Lines II.D.  + II.E.  + II.F.):	$_____
H.Consolidated Fixed Charge Coverage Ratio (Line III.C.  ÷ Line II.G.):	____ to 1
Minimum required:	1.00 to 1
III.Section 7.12 – Capital Expenditures.
A.Aggregate Capital Expenditures by the Borrower and its Subsidiaries made during fiscal year to date:	$_____
B.12.5% of Consolidated Tangible Assets of the Borrower at Statement Date:	$_____
C.The greater of Line III.B.  and $160,000,000:	$_____
D.Covenant Compliance (Line III.A.  < III.C.):	[Yes] [No]

For the Quarter/Year/Month ended ___________________
(“Statement Date”)

SCHEDULE 2
to the Compliance Certificate
($ in 000’s)

Consolidated EBITDA
(in accordance with the definition of Consolidated EBITDA
as set forth in the Agreement)

Consolidated EBITDA	Quarter Ended	Quarter Ended	Quarter Ended	Quarter Ended	Twelve Months Ended
Consolidated Net Income
+ Consolidated Interest Charges
+ income taxes
+ depreciation expense
+ amortization expense
+ non-cash expenses
+ non-cash stock-based compensation expenses
+ costs of refinancing Senior Notes
+ amount expensed in connection with tender for / redemption of Senior Notes
-income tax credits
-non-cash income
= Consolidated EBITDA

ANNEX C

[Attached]

EX-10.2

Exhibit 10.2

Execution Version

INTERCREDITOR AGREEMENT

Intercreditor Agreement (this “Agreement”), dated as of February 26, 2016, among BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “ABL Representative”) for the ABL Secured Parties (as defined below), U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “Term Loan Representative”) for the Term Loan Secured Parties (as defined below), and each of the Grantors (as defined below) party hereto.

RECITALS

A. Basic Energy Services, Inc., a Delaware corporation (“Borrower”), the ABL Representative and certain financial institutions are parties to that certain Amended and Restated Credit Agreement dated as of November 26, 2014, as amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement dated as of December 15, 2014, that certain Amendment No. 2 to Amended and Restated Credit Agreement dated as of April 21, 2015 and that certain Amendment No. 3 to Amended and Restated Credit Agreement of even date herewith (as amended through the date hereof, the “Existing ABL Agreement”), pursuant to which such financial institutions have agreed to make revolving loans and extend other financial accommodations to Borrower thereunder from time to time.

B.Borrower, the Term Loan Representative and certain financial institutions are parties to that certain Term Loan Credit Agreement dated February 17, 2016 (the “Existing Term Loan Agreement”), pursuant to which such financial institutions have agreed to make term loans to Borrower.

C. Each of the Grantors (other than Borrower) has agreed to guarantee the obligations of Borrower under the Existing ABL Agreement pursuant to an ABL Guarantee.

D.Each of the Grantors (other than Borrower) has agreed to guarantee the obligations of Borrower under the Existing Term Loan Agreement pursuant to a Term Loan Guarantee.

E.Each Grantor has granted to the ABL Representative security interests in the ABL Collateral as security for payment and performance of the ABL Obligations.  Each Grantor has granted to the Term Loan Representative security interests in the Term Loan Collateral as security for payment and performance of the Term Loan Obligations.

F.The ABL Obligations are intended to be secured by first priority liens on the ABL Facility Priority Collateral, and the Term Loan Obligations are intended to be secured by first priority liens on the Term Loan Priority Collateral and second priority liens on the ABL Facility Priority Collateral, such priorities and related rights to be established by this Agreement.

3956325v.9 BAN177/13014

AGREEMENTS

NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and other good and valuable consideration, the existence and sufficiency of which are expressly recognized by all of the parties hereto, the parties agree as follows:

Section 1.Definitions; Rules of Construction.

1.1UCC Definitions.  Terms defined in the Uniform Commercial Code are used herein as so defined, including, without limitation, the following:  Accounts, Chattel Paper, Commercial Tort Claims, Commodity Account, Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles, Goods, Instruments (as defined in Article 9 of the Uniform Commercial Code), Inventory, Investment Property, Letter of Credit, Letter of Credit Rights, Payment Intangible, Records, Securities Account and Supporting Obligations.

1.2Defined Terms.  The following terms, as used herein, have the following meanings:

“ABL Agreement” means the collective reference to (a) the Existing ABL Agreement, (b) any Additional ABL Agreement and (c) any other credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, replace, refinance or refund in whole or in part the indebtedness and other obligations outstanding under the Existing ABL Agreement (regardless of whether such replacement, refunding or refinancing is a “working capital” facility, asset-based facility or otherwise), any Additional ABL Agreement or any other agreement or instrument referred to in this clause (c) unless such agreement or instrument expressly provides that it is not intended to be and is not an ABL Agreement hereunder (a “Replacement ABL Agreement”).  Any reference to the ABL Agreement hereunder shall, unless otherwise specified, be deemed a reference to any ABL Agreement then extant.

“ABL Cap Amount” means an amount equal to the sum of 110% of the aggregate principal amount of loans (not to exceed $100,000,000) outstanding under the ABL Agreement as of the date of commencement of an Insolvency Proceeding, plus an amount not to exceed $25,000,000.

“ABL Collateral” means all assets, whether now owned or hereafter acquired by any Grantor, in which a Lien is granted or purported to be granted at any time by such Grantor to any ABL Secured Party as security for any ABL Obligation, it being understood that as of the date hereof, the ABL Collateral does not include the Term Loan Priority Collateral.

“ABL Creditors” means, collectively, the “Lenders” and the other “Secured Parties”, each as defined in the ABL Agreement.

“ABL DIP Financing” has the meaning set forth in Section 5.2(a).

“ABL Documents” means the ABL Agreement, each ABL Security Document, each ABL Guarantee and each other “Loan Document” as defined in the ABL Agreement.

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3956325v.9 BAN177/13014

“ABL Facility Priority Collateral” means all right, title and interest of the Grantors in the following, whether now owned or hereafter acquired:

(a)all Accounts (including unbilled accounts and Accounts which constitute Proceeds of Inventory and are treated as accounts receivable on the books of a Grantor but excluding Accounts arising solely from the sale, lease, license, assignment or other disposition of Term Loan Priority Collateral other than Inventory);

(b)all Specified ABL Facility Priority Collateral;

(c)all Deposit Accounts (other than (i) Deposit Accounts that contain only the Proceeds of the Term Loan Priority Collateral or the proceeds of loans under the Term Loan Agreement, (ii) the Term Loan Escrow Account and (iii) the Term Loan Proceeds Collateral Account) with any bank or other financial institution (including all cash, cash equivalents, financial assets, negotiable instruments and other evidence of payment, and other funds on deposit therein or credited thereto, other than, in each case, to the extent constituting the identifiable Proceeds of Term Loan Priority Collateral);

(d)all Securities Accounts (other than (i) Securities Accounts that contain only the Proceeds of the Term Loan Priority Collateral or the proceeds of loans under the Term Loan Agreement, (ii) the Term Loan Escrow Account and (iii) the Term Loan Proceeds Collateral Account) with any securities intermediary (including any and all Investment Property and all funds or other property held therein or credited thereto, other than, in each case, to the extent constituting the identifiable Proceeds of Term Loan Priority Collateral);

(e)all Commodity Accounts (other than (i) Commodity Accounts that contain only the Proceeds of the Term Loan Priority Collateral or the proceeds of loans under the Term Loan Agreement, (ii) the Term Loan Escrow Account and (iii) the Term Loan Proceeds Collateral Account) with any commodities intermediary (including any and all commodity contracts and all funds and other property held therein or credited thereto, other than, in each case, to the extent constituting the identifiable Proceeds of Term Loan Priority Collateral);

(f)all accessions to, substitutions for and replacements of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto; and

(g)to the extent not otherwise included, all Proceeds (including without limitation, all insurance proceeds related to the above), Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing.

 “ABL Guarantee” means any guarantee by any Grantor of any or all of the ABL Obligations.

“ABL Lien”means any Lien created by the ABL Security Documents.

“ABL Obligations” means (a) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all loans made pursuant to the ABL

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3956325v.9 BAN177/13014

Agreement or any ABL DIP Financing by the ABL Creditors, (b) all reimbursement obligations (if any) and interest thereon (including without limitation any Post-Petition Interest) with respect to any letter of credit or similar instruments issued pursuant to the ABL Agreement, (c) all Bank Product Obligations and (d) all guarantee obligations, indemnities (other than Unasserted Contingent Obligations), fees, expenses and other amounts payable from time to time pursuant to the ABL Documents, in each case whether or not allowed or allowable in an Insolvency Proceeding.  To the extent any payment with respect to any ABL Obligation (whether by or on behalf of any Grantor, as Proceeds of Collateral, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any Term Loan Secured Party, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the ABL Secured Parties and the Term Loan Secured Parties with respect to such amounts, be deemed to be reinstated and outstanding as if such payment had not occurred. 

“ABL Obligations Payment Date” means the first date on which (a) the ABL Obligations (other than those that constitute Unasserted Contingent Obligations) have been paid in cash in full (or cash collateralized or defeased in accordance with the terms of the ABL Documents or otherwise on terms acceptable to the ABL Representative), (b) all commitments to extend credit under the ABL Documents have been terminated, and (c) there are no outstanding letters of credit or similar instruments issued under, or Bank Product Obligations secured by, the ABL Documents (other than such as have been cash collateralized or defeased in accordance with the terms of the ABL Documents or otherwise on terms acceptable to the ABL Representative).

“ABL Post-Petition Assets” has the meaning set forth in Section 5.2(b).

“ABL Representative” has the meaning set forth in the introductory paragraph hereof.  In the case of any Replacement ABL Agreement, the ABL Representative shall be the Person identified as administrative agent or other representative in such Replacement ABL Agreement.

“ABL Secured Parties” means the ABL Representative, the ABL Creditors and any other holders of the ABL Obligations.

“ABL Security Documents” means the “Collateral Documents” as defined in the ABL Agreement, and any other documents that are designated under the ABL Agreement as “ABL Security Documents” for purposes of this Agreement.

“Access Period” means, with respect to any Real Property constituting Term Loan Priority Collateral upon which are located books and records relating to the ABL Facility Priority Collateral (the “Specified Premises”), the period, following the commencement of any Enforcement Action, which begins on the earlier of (a) the day on which the ABL Representative provides the Term Loan Representative with the written notice of its election to request access to such Specified Premises pursuant to Section 3.4(c) and (b) the day on which the ABL Representative receives written notice from the Term Loan Representative that the Term Loan Representative (or its agent) has obtained possession or control of such Specified Premises or has, through the exercise of remedies or otherwise, sold or otherwise transferred such Specified Premises to any third party purchaser or transferee, and ends on the earliest of (i) the day which

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3956325v.9 BAN177/13014

is 60days after such date (the “Initial Access Date”) plus such number of days, if any, after the Initial Access Date that it is stayed or otherwise prohibited from exercising remedies with respect to associated ABL Facility Priority Collateral, (ii) the date on which all or substantially all of the ABL Facility Priority Collateral located on such Real Property is sold, collected or liquidated, (iii) the ABL Obligations Payment Date and (iv) the date on which the default which resulted in such Enforcement Action has been cured to the satisfaction of the ABL Representative or waived in writing.

“Account Agreements” means any lockbox account agreement, pledged account agreement, blocked account agreement, securities account control agreement, armored car agreement, credit card processing agreement or any similar deposit, commodity or securities account agreements among the ABL Representative and/or the Term Loan Representative and a Grantor and the relevant service provider, financial institution, depository or intermediary.

“Additional ABL Agreement” means any agreement approved for designation as such by the ABL Representative, the Term Loan Representative and Borrower.

“Additional Debt” has the meaning set forth in Section 9.5(b).

“Additional Term Loan Agreement” means any agreement approved for designation as such by the ABL Representative, the Term Loan Representative and Borrower.

“Bank Product” means each and any of the following products, services or facilities extended to any Grantor or affiliate of a Grantor by an ABL Secured Party (or any of its affiliates): (a) services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services; (b) products under Hedging Agreements; (c) commercial credit card and merchant card services; and (d) other banking products or services, excluding letters of credit.

“Bank Product Obligations” means, with respect to any Grantor, any and all obligations and liabilities of such Grantor owed to any ABL Secured Party (or any of its affiliates), whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all guarantees thereof and all renewals, extensions and modifications thereof and substitutions therefor) in connection with Bank Products.

“Bankruptcy Code” means the United States Bankruptcy Code (11 U.S.C. §101 et seq.), as amended from time to time.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

“Capital Stock” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests),

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3956325v.9 BAN177/13014

and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination (provided, however, that debt securities that are or by their terms may be convertible or exchangeable into or for Capital Stock shall not constitute Capital Stock prior to conversion or exchange thereof).

“Collateral” means, collectively, all ABL Collateral and all Term Loan Collateral.

“Common Collateral” means all ABL Collateral.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute and any regulations promulgated thereunder.

“Comparable Security Document” means, in relation to any Senior Collateral subject to any Senior Security Document, that Junior Security Document that creates a security interest in the same Senior Collateral, granted by the same Grantor, as applicable.

“Control Representative” has the meaning set forth in Section 2.6(a).

“Copyrights” means all of the following now owned or hereafter acquired by any Grantor: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or any other country and all extensions and renewals thereof, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office.

“Copyright Licenses” means any written agreement naming any Grantor as licensor or licensee, granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright.

“Domestic” means, as to any Person, a Person which is created or organized under the laws of the United States of America, any of its states or the District of Columbia.

“Enforcement Action” means, with respect to the ABL Obligations or the Term Loan Obligations, the exercise of any rights and remedies against, or to realize upon, any Common Collateral securing such obligations or the commencement or prosecution of enforcement of any of the rights and remedies under, as applicable, the ABL Documents or the Term Loan Documents, or applicable law, including without limitation the exercise of any rights of set-off or recoupment, and the exercise of any rights or remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction or under the Bankruptcy Code, but excluding (a) the imposition of any default rate or late fee and (b) so long as no default or event of default under the Senior Documents is continuing, the collection or application of, or the delivery of any activation notice with respect to, funds from time to time on deposit in (i) any Deposit Account, Securities Account or Commodity Account representing ABL Facility Priority Collateral or (ii) any Deposit Account, Securities Account or Commodity Account representing Term Loan Priority Collateral.

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“Existing ABL Agreement” has the meaning set forth in the Recitals of this Agreement.

“Existing Term Loan Agreement” has the meaning set forth in the Recitals of this Agreement.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Grantor” means Borrower and each Subsidiary of Borrower that is now or hereafter becomes a party to any ABL Document or Term Loan Document as a borrower under the ABL Agreement or a guarantor of any borrower’s obligations under the ABL Agreement or the Term Loan Agreement, as applicable.  All references in this Agreement to any Grantor shall include such Grantor as a debtor-in-possession and any receiver or trustee for such Grantor in any Insolvency Proceeding.

“Hedging Agreement” means any “swap agreement” as defined in Section 101(53B)(A) of the Bankruptcy Code, including any agreement relating to any swap, cap, floor, collar, option or forward, or combination thereof or similar transaction, with respect to interest rate, foreign exchange, currency, commodity, credit or equity risk.

“Initial Access Date” shall have the meaning assigned to such term in the definition of “Access Period”.

“Insolvency Proceeding” means any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement of such Person to, (a) the entry of an order for relief under the Bankruptcy Code of the United States, or any other insolvency, debtor relief or debt adjustment law; (b) the appointment of a receiver, trustee, liquidator, administrator, conservator or other custodian for such Person or any part of its property; or (c) an assignment or trust mortgage for the benefit of creditors.

“Intellectual Property” means all intellectual and similar property of any Grantor of every kind and nature now owned or hereafter acquired by any Grantor, including inventions, designs, Patents, Patent Licenses, Trademarks, Trademark Licenses, Copyrights, Copyright Licenses, domain names and domain name registrations, trade secrets, confidential or proprietary technical and business information, know-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, licenses for any of the foregoing and all license rights, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing.

“Junior Collateral” means, with respect to any Junior Secured Party, any Collateral on which it has a Junior Lien.

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“Junior Documents” means, collectively, with respect to any Junior Obligations, any provision pertaining to such Junior Obligation in any Loan Document or any other document, instrument or certificate evidencing or delivered in connection with such Junior Obligation.

“Junior Liens” means, with respect to any Common Collateral, all Liens securing the Term Loan Obligations.

“Junior Obligations” means, with respect to any Common Collateral, all Term Loan Obligations.

“Junior Obligations Payment Date” means, with respect to any Common Collateral, the Term Loan Obligations Payment Date.

“Junior Representative” means, with respect to any ABL Obligations or any ABL Facility Priority Collateral, the Term Loan Representative.

“Junior Secured Parties” means, with respect to the Common Collateral, all Term Loan Secured Parties.

“Junior Security Documents” means, with respect to any Junior Secured Party, the Security Documents that secure the Junior Obligations.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Lien Priority” means, with respect to any Lien of the ABL Representative or Term Loan Representative in the Common Collateral, the order of priority of such Lien specified in Section 2.1.

“Loan Documents” means, collectively, the ABL Documents and the Term Loan Documents.

“Patents” means all of the following now owned or hereafter acquired by any Grantor:

(a)all letters patent of the United States or any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof, or any other country, and

(b)all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

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“Patent License” means all agreements, whether written or oral, providing for the grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent.

“Person” means any natural person, corporation, business trust, joint venture, association, company, limited liability company, partnership, Governmental Authority or other entity.

“Post-Petition Interest” means any interest or entitlement to fees or expenses or other charges that accrues after the commencement of any Insolvency Proceeding (or would accrue but for the commencement of an Insolvency Proceeding), whether or not allowed or allowable in any such Insolvency Proceeding.

“Priority Collateral” means the ABL Facility Priority Collateral or the Term Loan Priority Collateral, as applicable.

“Proceeds” means (a) all “proceeds,” as defined in Article 9 of the Uniform Commercial Code, with respect to the Common Collateral, and (b) whatever is recoverable or recovered when any Common Collateral is sold, exchanged, collected, or disposed of, whether voluntarily or involuntarily.

“Real Property” means any right, title or interest in and to real property, including any fee interest, leasehold interest, easement, or license and any other right to use or occupy real property, including any right arising by contract.

“Recovery” has the meaning set forth in Section 5.5.

“Refinance” means, in respect of any indebtedness, to refinance, extend, renew, defease, replace, refund or repay, or to issue other indebtedness (including, without limitation, debt securities) in exchange or replacement for, such indebtedness (including any amendment, modification, supplement or restatement of any Loan Documents in a manner having the same effect as a refinancing), in whole or in part, in each case, whether or not such refinancing, extension, renewal, defeasance, replacement, exchange, refunding or repayment occurs (i) with the original parties to the documents governing such indebtedness, (ii) on one or more separate occasions or (iii) simultaneously with the termination of the documents governing such indebtedness or the repayment of such indebtedness.  “Refinanced” and “Refinancing” shall have correlative meanings.

“Replacement ABL Agreement” has the meaning set forth in the definition of “ABL Agreement.”

“Replacement Term Loan Agreement” has the meaning set forth in the definition of “Term Loan Agreement.”

“Requirement of Law” means any law (statutory or common), ordinance, treaty, code, directive, decree, rule, regulation, order, policy, other legal requirement or determination of an arbitrator or of a Governmental Authority.

“Secured Obligations” means the ABL Obligations and the Term Loan Obligations.

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“Secured Parties” means the ABL Secured Parties and the Term Loan Secured Parties.

“Security Documents” means, collectively, the ABL Security Documents and the Term Loan Security Documents.

“Senior Collateral” means, with respect to any Senior Secured Party, any Collateral on which it has a Senior Lien.

“Senior Documents” means, collectively, with respect to any Senior Obligation, any provision pertaining to such Senior Obligation in any Loan Document or any other document, instrument or certificate evidencing or delivered in connection with such Senior Obligation.

“Senior Liens” means, with respect to the Common Collateral, all Liens securing the ABL Obligations.

“Senior Obligations” means, with respect to any Common Collateral, all ABL Obligations.

“Senior Obligations Payment Date” means, with respect to any Common Collateral, the ABL Obligations Payment Date.

“Senior Representative” means, with respect to any Common Collateral, the ABL Representative.

“Senior Secured Parties” means, with respect to the Common Collateral, all ABL Secured Parties.

“Senior Security Documents”  means with respect to any Senior Secured Party, the Security Documents that secure the Senior Obligations owing to such Senior Secured Party.

“Specified ABL Facility Priority Collateral” means all General Intangibles, Chattel Paper, Instruments, Documents, Letter-of-Credit Rights and Commercial Tort Claims, in each case pertaining to the property described in clause (a) and clauses (c) through (g) of the definition of “ABL Facility Priority Collateral.”

“Specified Premises” has the meaning set forth in the definition of “Access Period”.

“Specified Term Loan Priority Collateral” means all General Intangibles, Chattel Paper, Instruments, Documents, Letter-of-Credit Rights and Commercial Tort Claims, in each case other than those constituting ABL Facility Priority Collateral.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise

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specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Term Loan Agreement” means the collective reference to (a) the Existing Term Loan Agreement, (b) any Additional Term Loan Agreement and (c) any other credit agreement, loan agreement, note agreement, indenture or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, replace, refinance or refund in whole or in part the indebtedness and other obligations outstanding under the Existing Term Loan Agreement, any Additional Term Loan Agreement or any other agreement or instrument referred to in this clause (c) unless such agreement or instrument expressly provides that it is not intended to be and is not a Term Loan Agreement hereunder (a “Replacement Term Loan Agreement”).  Any reference to the Term Loan Agreement hereunder shall be deemed a reference to any Term Loan Agreement then extant.

 “Term Loan Collateral” means all assets, whether now owned or hereafter acquired by any Grantor, in which a Lien is granted or purported to be granted at any time by such Grantor to any Term Loan Secured Party as security for any Term Loan Obligation.

“Term Loan Creditors” means, collectively, the “Lenders” and the other “Secured Parties”, each as defined in the Term Loan Agreement or the other Term Loan Documents.

“Term Loan DIP Financing” has the meaning set forth in Section 5.2(b).

“Term Loan Documents” means the Term Loan Agreement, each Term Loan Security Document, each Term Loan Guarantee and each other “Loan Document” as defined in the Term Loan Agreement.

“Term Loan Escrow Account” means the “Escrow Account” as defined in the Term Loan Agreement.

“Term Loan Guarantee” means any guarantee by any Grantor of any or all of the Term Loan Obligations.

“Term Loan Lien”means any Lien created by the Term Loan Security Documents.

“Term Loan Obligations” means (a) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all indebtedness under the Term Loan Agreement or any Term Loan DIP Financing by the Term Loan Creditors and (b) all guarantee obligations, indemnities (other than Unasserted Contingent Obligations), fees, expenses and other amounts payable from time to time pursuant to the Term Loan Documents, in each case whether or not allowed or allowable in an Insolvency Proceeding.  To the extent any payment with respect to any Term Loan Obligation (whether by or on behalf of any Grantor, as Proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any ABL Secured Party, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the ABL Secured Parties and the Term Loan Secured Parties, be deemed to be reinstated and outstanding as if such payment had not occurred. 

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“Term Loan Obligations Payment Date” means the first date on which (a) the Term Loan Obligations (other than those that constitute Unasserted Contingent Obligations) have been paid in cash in full  and (b) all commitments to extend credit under the Term Loan Documents have been terminated.

“Term Loan Post-Petition Assets” has the meaning set forth in Section 5.2(a).

“Term Loan Priority Collateral” means all right, title and interest of the Grantors in the following Collateral, whether now owned or hereafter acquired:

(a)Deposit Accounts, Securities Accounts and Commodity Accounts that contain only proceeds of items (b) through (k) below, and including any Deposit Account, Securities Account or Commodity Account that contains identifiable proceeds of loans under the Term Loan Agreement;

(b)all Equipment;

(c)all Fixtures;

(d)all Goods (including Inventory);

(e)all Real Property;

(f)Specified Term Loan Priority Collateral;

(g)all Intellectual Property;

(h)all Investment Property (other than Investment Property constituting ABL Facility Priority Collateral);

(i)all accessions to, substitutions for and replacements of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto;

(j)to the extent not otherwise included, all Proceeds (including without limitation, all insurance proceeds relating to the above and any identifiable proceeds of items (a) through (h) of this definition contained in any Deposit Accounts, Securities Accounts and Commodity Accounts that otherwise constitute ABL Facility Priority Collateral), Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; and

(k)all other property that does not constitute ABL Facility Priority Collateral.

For the avoidance of doubt, there shall be excluded from Term Loan Priority Collateral any Accounts to the extent such Accounts are Proceeds of Inventory and are treated as accounts receivable on the books of a Grantor.

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“Term Loan Proceeds Collateral Account” means the “Term Loan Proceeds Collateral Account” as defined in the Term Loan Agreement.

“Term Loan Representative” has the meaning set forth in the introductory paragraph hereof.  In the case of any Replacement Term Loan Agreement, the Term Loan Representative shall be the Person identified as administrative agent or other representative in such Replacement Term Loan Agreement.

“Term Loan Secured Parties” means the Term Loan Representative, the Term Loan Creditors and any other holders of the Term Loan Obligations.

“Term Loan Security Documents” means the “Collateral Documents” as defined in the Term Loan Agreement and any documents that are designated under the Term Loan Agreement as “Term Loan Security Documents” for purposes of this Agreement.

“Trademarks” means all of the following now owned or hereafter acquired by any Grantor: all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office, any State of the United States or any similar offices in any other country or any political subdivision thereof, and all extensions or renewals thereof.

“Trademark License” means any agreement, whether written or oral, providing for the grant by or to any Grantor of any right to use any Trademark.

“Unasserted Contingent Obligations” means, at any time, ABL Obligations or Term Loan Obligations, as applicable, for taxes, costs, indemnifications, reimbursements, damages and other liabilities (excluding (a) the principal of, and interest and premium (if any) on, and fees and expenses relating to, any ABL Obligation or Term Loan Obligation, as applicable, and (b) with respect to ABL Obligations, contingent reimbursement obligations in respect of amounts that may be drawn under outstanding letters of credit) in respect of which no assertion of liability (whether oral or written) and no claim or demand for payment (whether oral or written) has been made (and, in the case of ABL Obligations or Term Loan Obligations, as applicable, for indemnification, no notice for indemnification has been issued by the indemnitee) at such time.

“Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the applicable jurisdiction.

1.3Rules of Construction.  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to have the same meaning and effect as the word “shall”.  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, restated,

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supplemented, modified, refinanced, replaced, renewed or otherwise extended (subject to any restrictions on such amendments, amendments and restatements, restatements, supplements, modifications, refinancings, replacements, renewals and extensions set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Section 2.Lien Priority.

2.1Lien Subordination.  Notwithstanding the date, manner or order of grant, attachment or perfection of any Junior Lien in respect of any Collateral or of any Senior Lien in respect of any Collateral and notwithstanding any provision of the UCC, any applicable law, any Security Document, any alleged or actual defect or deficiency in any of the foregoing or any other circumstance whatsoever, the Junior Representative, on behalf of each Junior Secured Party, in respect of such Collateral hereby agrees that:

(a)any Senior Lien in respect of such Collateral, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain senior in all respects and prior to any Junior Lien in respect of such Collateral (whether or not such Senior Lien is subordinated to any Lien securing any other obligation); and

(b)any Junior Lien in respect of such Collateral, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to any Senior Lien in respect of such Collateral.

2.2Prohibition on Contesting Liens.  (i) In respect of any Collateral, the Junior Representative, on behalf of each Junior Secured Party, in respect of such Collateral agrees that it shall not, and hereby waives any right to:

(a)contest, or support any other Person in contesting, in any proceeding (including any Insolvency Proceeding), the priority, perfection, validity or enforceability of any Senior Lien on such Collateral; or

(b)demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or similar right which it may have in respect of such Collateral or the Senior Liens on such Collateral, except to the extent that such rights are expressly granted in this Agreement.

(ii)In respect of any Term Loan Priority Collateral, the ABL Representative, on behalf of each ABL Secured Party, agrees that it shall not, and hereby waives any right to:

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(a)assert or claim that the ABL Representative, for itself or the benefit of any ABL Secured Party, has a Lien on any Term Loan Priority Collateral securing any ABL Obligation;

(b)contest, or support any other Person in contesting, in any proceeding (including any Insolvency Proceeding), the priority, perfection, validity or enforceability of any Lien on any Term Loan Priority Collateral; or

(c)demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or similar right which it may have in respect of the Term Loan Priority Collateral or the Liens on such Collateral.

2.3Nature of Obligations.  The Term Loan Representative on behalf of itself and the other Term Loan Secured Parties acknowledges that a portion of the ABL Obligations represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the ABL Obligations may be modified, extended, amended, increased, renewed, replaced or Refinanced, in each event, without notice to or consent by the Term Loan Secured Parties except as provided in Section 6(d) hereof, and without affecting the provisions hereof.  The ABL Representative on behalf of itself and the other ABL Secured Parties acknowledges that Term Loan Obligations may be modified, extended, amended, increased, renewed, replaced or Refinanced without notice to or consent by the ABL Secured Parties except as provided in Section 6(e) hereof, and without affecting the provisions hereof.  The Lien Priorities provided in Section 2.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or Refinancing of either the ABL Obligations or the Term Loan Obligations, or any portion thereof.

2.4No New Liens.  Until the Term Loan Obligations Payment Date, no ABL Secured Party shall acquire or hold any Lien on any Term Loan Priority Collateral securing any ABL Obligation.  If any ABL Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any Term Loan Priority Collateral securing any ABL Obligation, then the ABL Representative (or the relevant ABL Secured Party, at the direction of the ABL Representative) shall, without the need for any further consent of any other ABL Secured Party or demand from any Term Loan Secured Party and notwithstanding anything to the contrary in any other ABL Document, as soon as practicable (i) notify the Term Loan Representative in writing of the existence of such Lien and (ii) take all steps necessary to fully and unconditionally release such Lien.

2.5Separate Grants of Security and Separate Classification.  Each Secured Party acknowledges and agrees that (a) the grants of Liens pursuant to the ABL Security Documents and the Term Loan Security Documents constitute two separate and distinct grants of Liens and (b) because of, among other things, their differing rights in the Common Collateral, the Term Loan Obligations are fundamentally different from the ABL Obligations and should be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding.  To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Secured Parties and the Term Loan Secured Parties in respect of the Common Collateral constitute claims in the same class (rather

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than separate classes of senior and junior secured claims), then the ABL Secured Parties and the Term Loan Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and Term Loan Obligation claims against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Facility Priority Collateral or Term Loan Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties), the ABL Secured Parties or the Term Loan Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from each pool of Priority Collateral for each of the ABL Secured Parties and the Term Loan Secured Parties, respectively, before any distribution is made in respect of the claims held by the other Secured Parties, with the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

2.6Agreements Regarding Actions to Perfect Liens.  (a)  Each of the ABL Representative and the Term Loan Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over, or is otherwise noted as a lienholder on any certificate of title constituting, any Term Loan Collateral, in the case of the ABL Representative, or any Common Collateral in the case of the Term Loan Representative, the ABL Representative and the Term Loan Representative, as applicable, each agrees to hold or control such Term Loan Collateral or Common Collateral, as applicable, as bailee and as non-fiduciary agent for the Term Loan Representative or the ABL Representative, as applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the UCC and applicable certificate of title laws), solely for the purpose of perfecting the security interest (including any second-priority security interest) granted under the Term Loan Documents or the ABL Documents, as applicable, subject to the terms and conditions of this Section 2.6 (either the ABL Representative or the Term Loan Representative in such capacity, the “Control Representative”).  Nothing in this Section 2.6 shall be construed to impose any duty on the ABL Representative or the Term Loan Representative (or any third party acting on either such Person’s behalf) or create any fiduciary relationship with respect to such Term Loan Collateral or Common Collateral, as applicable, or provide the Term Loan Representative, any other Term Loan Secured Party, the ABL Representative or any other ABL Secured Party, as applicable, with any rights with respect to such Term Loan Collateral or Common Collateral, as applicable, beyond those specified in this Agreement, the ABL Security Documents and the Term Loan Security Documents, as applicable, provided that subsequent to the occurrence of the ABL Obligations Payment Date (so long as the Term Loan Obligations Payment Date shall not have occurred), the ABL Representative shall (i) deliver to the Term Loan Representative, at the Grantors’ sole cost and expense, the Term Loan Collateral in its possession or control together with any necessary endorsements to the extent required by the Term Loan Documents or (ii) direct and deliver such Term Loan Collateral as a court of competent jurisdiction otherwise directs; provided,  further, that subsequent to the occurrence of the Term Loan Obligations Payment Date (so long as the ABL Obligations Payment Date shall not have occurred), the Term Loan Representative shall (A) deliver to the ABL Representative, at the Grantors’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents or (B) direct and deliver such

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Common Collateral as a court of competent jurisdiction otherwise directs.  The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Secured Parties and the Term Loan Secured Parties and shall not impose on the ABL Secured Parties or the Term Loan Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

(b)The ABL Representative hereby agrees that after the ABL Obligations Payment Date and upon the written request of the Term Loan Representative, to the extent that the applicable Account Agreement is in full force and effect and has not been terminated, the ABL Representative shall continue to act as the Control Representative for the Term Loan Representative (solely for the purpose of perfecting the security interest granted under the Term Loan Documents and at the expense of the Grantors) with respect to the Deposit Account, Commodity Account or Securities Account that is the subject of such Account Agreement, until the earlier to occur of (i) 60 days after the ABL Obligations Payment Date and (ii) the date when an Account Agreement is executed in favor of the Term Loan Representative with respect to such Deposit Account, Commodity Account or Securities Account.  The Term Loan Representative hereby agrees that after the Term Loan Obligations Payment Date and upon the written request of the ABL Representative, to the extent that the applicable Account Agreement is in full force and effect and has not been terminated, the Term Loan Representative shall continue to act as the Control Representative for the ABL Representative (solely for the purpose of perfecting the security interest granted under the ABL Documents and at the expense of the Grantors) with respect to the Deposit Account, Commodity Account or Securities Account that is the subject of such Account Agreement, until the earlier to occur of (1) 60 days after the Term Loan Obligations Payment Date and (2) the date when an Account Agreement is executed in favor of the ABL Representative with respect to such Deposit Account, Commodity Account or Securities Account.

(c)Until the Term Loan Obligations Payment Date, the ABL Representative agrees that to the extent it is in possession of any Collateral constituting Term Loan Priority Collateral, promptly upon the request of the Term Loan Representative at any time prior to the Term Loan Obligations Payment Date, the ABL Representative shall deliver to the Term Loan Representative any such Term Loan Priority Collateral held by it, and shall use commercially reasonable efforts to cause each ABL Creditor known to it to be holding such Term Loan Priority Collateral to deliver the same to the Term Loan Representative, together with any necessary endorsements without warranty or representation of any kind (or otherwise allow the Term Loan Representative to obtain control of such Term Loan Priority Collateral).

(d)Until the ABL Obligations Payment Date, the Term Loan Representative agrees that to the extent it is in possession of any Common Collateral constituting ABL Facility Priority Collateral, promptly upon the request of the ABL Representative at any time prior to the ABL Obligations Payment Date, the Term Loan Representative shall deliver to the ABL Representative any such ABL Facility Priority Collateral held by it, and shall use commercially reasonable efforts to cause each Term Loan Creditor known to it to be holding such ABL Facility Priority Collateral to deliver the same to the ABL Representative, together with any necessary endorsements without warranty or representation of any kind (or otherwise allow the ABL Representative to obtain control of such ABL Facility Priority Collateral).

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(e)The ABL Representative shall have no obligation whatsoever to the Term Loan Representative or any Term Loan Creditor to ensure that any Term Loan Collateral is genuine or owned by any Grantor or to preserve rights or benefits of any person except as expressly set forth in this Section 2.6.  The duties or responsibilities of the ABL Representative under this Section 2.6 shall be limited solely to holding or controlling the Term Loan Collateral as bailee and non-fiduciary agent in accordance with this Section 2.6 and delivering the Term Loan Collateral upon the ABL Obligations Payment Date as provided in this Section 2.6.  The Term Loan Representative shall have no obligation whatsoever to the ABL Representative or any ABL Creditor to ensure that the Common Collateral is genuine or owned by any Grantor or to preserve rights or benefits of any person except as expressly set forth in this Section 2.6.  The duties or responsibilities of the Term Loan Representative under this Section 2.6 shall be limited solely to holding or controlling the Common Collateral as bailee and non-fiduciary agent in accordance with this Section 2.6 and delivering the Common Collateral upon the Term Loan Obligations Payment Date as provided in this Section 2.6.

Section 3.Enforcement Rights.

3.1Exclusive Enforcement.  Until the Senior Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against any Grantor, the Senior Secured Parties shall have the exclusive right to take and continue any Enforcement Action (including the right to credit bid their debt) with respect to the Senior Collateral, without any consultation with or consent of any Junior Secured Party, but subject to the proviso set forth in Section 5.1.  Upon the occurrence and during the continuance of an event of default under the Senior Documents, the Senior Representative and the other Senior Secured Parties may take and continue any Enforcement Action with respect to the Senior Obligations and the Senior Collateral in such order and manner as they may determine in their sole discretion in accordance with the terms and conditions of the Senior Documents.  Notwithstanding the foregoing, any Junior Representative may, subject to Section 3.2, take all such actions as it shall deem necessary to (i) perfect or continue the perfection of its Junior Liens or (ii) create, preserve or protect (but not enforce) the Junior Liens on any Collateral.

3.2Standstill and Waivers.  Each Junior Representative, on behalf of itself and the other Junior Secured Parties, agrees that, until the Senior Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against any Grantor, but subject to the proviso set forth in Section 5.1:

(a)they will not take or cause to be taken any action, the purpose or effect of which is to make any Lien on any Senior Collateral that secures any Junior Obligation pari passu with or senior to, or to give any Junior Secured Party any preference or priority relative to, the Liens on the Senior Collateral securing the Senior Obligations;

(b)they will not, directly or indirectly, contest, oppose, object to, interfere with, hinder or delay, in any manner, whether by judicial proceedings (including without limitation the filing of an Insolvency Proceeding) or otherwise, any foreclosure, sale, lease, exchange, transfer or other disposition of the Senior Collateral by any Senior Secured Party or any other Enforcement Action taken (or any forbearance from taking any Enforcement Action) in respect of the Senior Collateral by or on behalf of any Senior Secured Party;

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(c)they have no right to (x) direct either the Senior Representative or any other Senior Secured Party to exercise any right, remedy or power with respect to the Senior Collateral or pursuant to the Senior Security Documents in respect of the Senior Collateral or (y) consent or object to the exercise by the Senior Representative or any other Senior Secured Party of any right, remedy or power with respect to the Senior Collateral or pursuant to the Senior Security Documents with respect to the Senior Collateral or to the timing or manner in which any such right is exercised or not exercised (or, to the extent they may have any such right described in this clause (c), whether as a junior lien creditor in respect of the Senior Collateral or otherwise, they hereby irrevocably waive such right);

(d)they will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any Senior Secured Party in respect of the Senior Collateral seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, and no Senior Secured Party shall be liable for, any action taken or omitted to be taken by any Senior Secured Party with respect to the Senior Collateral or pursuant to the Senior Documents in respect of the Senior Collateral;

(e)they will not commence judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of any Senior Collateral, exercise any right, remedy or power with respect to, or otherwise take any action to enforce their interest in or realize upon, the Senior Collateral; and

(f)they will not seek, and hereby waive any right, to have the Senior Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Senior Collateral.

Notwithstanding the foregoing, the Junior Secured Parties shall be entitled to engage or retain sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, and preparing for the marketing or sale of, all or a material portion of the Collateral; provided, however, that (i) the retention of any such Person (and any action taken by such Person) shall not interfere with, impair, or delay in any manner any Enforcement Action taken by the Senior Representative or any other Senior Secured Party with respect to the Senior Collateral and (ii) to the extent that any Person retained by a Junior Secured Party pursuant hereto deems it necessary to physically access and inspect any Senior Collateral, then such Person shall make a written request to the Senior Representative, who shall cooperate in good faith to make reasonable arrangements for such access and inspection in a manner that does not interfere with the ability of the Senior Representative or any other Senior Secured Party to commence or take an Enforcement Action with respect to such Senior Collateral (it being further understood that the Senior Secured Parties (A) shall not be required to incur any expense in connection with any such request for access, and (B) shall have no obligation to compile, organize, or otherwise prepare in any manner, any Senior Collateral prior to any access or inspection; provided further, however, that nothing in this Section 3.2 shall impose any obligations on any Grantor or shall require any Grantor to reimburse any Secured Party for any fees, costs, or expenses incurred in connection with the engagement or retention of any such third parties, except as provided in the ABL Documents or Term Loan Documents, as applicable.

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3.3Judgment Creditors.  In the event that any Term Loan Secured Party becomes a judgment lien creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subject to the terms of this Agreement for all purposes (including in relation to the ABL Liens and the ABL Obligations) to the same extent as all other Liens securing the Term Loan Obligations are subject to the terms of this Agreement.  In the event that any ABL Secured Party becomes a judgment lien creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subject to the terms of this Agreement for all purposes (including in relation to the Term Loan Liens and the Term Loan Obligations) to the same extent as all other Liens securing the ABL Obligations are subject to the terms of this Agreement.

3.4Cooperation; Sharing of Information and Access.  (a) The Term Loan Representative, on behalf of itself and the other Term Loan Secured Parties, agrees that each of them shall take such actions as the ABL Representative shall request in connection with the exercise by the ABL Secured Parties of their rights set forth herein in respect of the ABL Facility Priority Collateral.  The ABL Representative, on behalf of itself and the other ABL Secured Parties, agrees that each of them shall take such actions as the Term Loan Representative shall request in connection with the exercise by the Term Loan Secured Parties of their rights set forth herein in respect of the Term Loan Priority Collateral.

(b)In the event that the ABL Representative shall, in the exercise of its rights under the ABL Security Documents or otherwise, receive possession or control of any books and records of any Grantor which contain information identifying or pertaining to the Term Loan Priority Collateral, the ABL Representative shall promptly notify the Term Loan Representative of such fact and, upon request from the Term Loan Representative and as promptly as practicable thereafter, either make available to the Term Loan Representative such books and records for inspection and duplication or provide to the Term Loan Representative copies thereof.  In the event that the Term Loan Representative shall, in the exercise of its rights under the Term Loan Security Documents or otherwise, receive possession or control of any books and records of any Grantor which contain information identifying or pertaining to any of the ABL Facility Priority Collateral, the Term Loan Representative shall promptly notify the ABL Representative of such fact and, upon request from the ABL Representative and as promptly as practicable thereafter, either make available to the ABL Representative such books and records for inspection and duplication or provide the ABL Representative copies thereof. 

(c)If the Term Loan Representative, or any agent or representative of the Term Loan Representative, or any receiver, shall, after the commencement of any Enforcement Action, obtain possession or physical control of any of the Specified Premises (or sells or otherwise transfers any of the Specified Premises to a third party purchaser or transferee without first obtaining possession or physical control), the Term Loan Representative shall promptly notify the ABL Representative in writing of that fact, and the ABL Representative shall, within ten Business Days thereafter, notify the Term Loan Representative in writing as to whether the ABL Representative desires to exercise access rights under this Agreement.  In addition, if the ABL Representative, or any agent or representative of the ABL Representative, or any receiver, shall obtain possession or physical control of any of the Specified Premises in connection with an Enforcement Action, then the ABL Representative shall promptly notify the Term Loan Representative that the ABL Representative is exercising its access rights under this Agreement. 

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Under either circumstance, upon delivery of such notice by the ABL Representative to the Term Loan Representative, the parties shall confer in good faith to coordinate with respect to the ABL Representative’s exercise of such access rights, with such access rights to apply to any Real Property constituting Specified Premises access to which is reasonably necessary to enable the ABL Representative during normal business hours to monitor, audit and collect Accounts and/or to arrange or effect the sale of ABL Facility Priority Collateral, all in accordance with the manner in which such matters are completed in the ordinary course of business.  Consistent with the definition of Access Period, access rights will apply to differing parcels of Specified Premises at differing times, in which case, a differing Access Period will apply to each such parcel of Specified Premises.  During any pertinent Access Period, the ABL Representative and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent-free right to use, the relevant Real Property constituting Specified Premises for the purposes described above.

(d)The ABL Representative shall take proper and reasonable care of any Specified Premises that is used by the ABL Representative during the Access Period and shall repair at its expense (without waiving any rights of reimbursement from the Grantors) and replace any damage (ordinary wear-and-tear excepted) caused by any act or omission of the ABL Representative or its agents, representatives or designees and leave such Specified Premises in a condition substantially similar (ordinary wear and tear excepted) to the condition of such Specified Premises immediately prior to the date of commencement of the use thereof by the ABL Representative.  The ABL Representative shall comply with all applicable laws in connection with its use or occupancy or possession of the Specified Premises.  The ABL Representative shall indemnify and hold harmless the Term Loan Representative and the Term Loan Creditors for any injury or damage to Persons or property (ordinary wear-and-tear excepted) caused by the acts or omissions of Persons under its control.  The ABL Representative, for itself and on behalf of the ABL Secured Parties, hereby acknowledges that, during the period any Specified Premises shall be under control or possession of the Term Loan Representative or the other Term Loan Creditors, the Term Loan Representatives and other Term Loan Creditors shall not be obligated to take any action to protect or to procure insurance with respect to any ABL Facility Priority Collateral that may be located on or in the Specified Premises, it being understood that the Term Loan Representative and other Term Loan Creditors shall have no responsibility for loss or damage to the ABL Facility Priority Collateral (other than as a result of the gross negligence or willful misconduct of the Term Loan Representative and/or the other Term Loan Creditors or their agents) and that risk of loss or damage to the ABL Facility Priority Collateral shall remain with the ABL Representative and the ABL Secured Parties. 

(e)The ABL Representative and the Term Loan Representative shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, including the right of the Term Loan Representative to show the Specified Premises to prospective purchasers and to ready the Specified Premises for sale.  Consistent with the definition of the term Access Period, if any order or injunction is issued or stay is granted or is otherwise effective by operation of law that prohibits the ABL Representative from exercising any of its rights hereunder, then the Access Period granted to the ABL Representative under this Section 3.4 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.4.  If any Specified Premises are

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sold or otherwise transferred to a third party purchaser or transferee, then, solely to the extent any books or records related to the ABL Facility Priority Collateral are located on such Specified Premises, the Term Loan Representative shall expressly condition such sale or other transfer on such purchaser’s or transferee’s agreement to grant the ABL Representative the access rights otherwise applicable pursuant to this Agreement.

3.5No Additional Rights For the Grantors Hereunder.  Except as provided in Section 3.6 hereof, if any ABL Secured Party or Term Loan Secured Party shall enforce its rights or remedies in violation of the terms of this Agreement, no Grantor shall be entitled to use such violation as a defense to any action by any ABL Secured Party or Term Loan Secured Party, nor to assert such violation as a counterclaim or basis for set off or recoupment against any ABL Secured Party or Term Loan Secured Party.

3.6Actions Upon Breach.  (a) If any ABL Secured Party or Term Loan Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the ABL Representative or the Term Loan Representative, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any ABL Secured Party or Term Loan Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.

(b)Should any ABL Secured Party or Term Loan Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any ABL Secured Party or Term Loan Secured Party (in its own name or in the name of the relevant Grantor), as applicable, may obtain relief against such ABL Secured Party or Term Loan Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each of the ABL Representative on behalf of each ABL Secured Party and the Term Loan Representative on behalf of each Term Loan Secured Party that (i) the ABL Secured Parties’ or Term Loan Secured Parties’, as applicable, damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Term Loan Secured Party or ABL Secured Party, as applicable, waives any defense that the Grantors and/or the Term Loan Secured Parties and/or ABL Secured Parties, as applicable, cannot demonstrate damage and/or be made whole by the awarding of damages.

Section 4.Application of Proceeds and Other Agreements.

4.1Application of Proceeds.

(a)Application of Proceeds of Senior Collateral.  Subject to clause (d) below, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Senior Representative and Junior Representative hereby agree that all Senior Collateral, and all Proceeds thereof, received by either of them in connection with the collection, sale or disposition of Senior Collateral by such Senior Representative or Junior Representative constituting an Enforcement Action shall be applied,

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first, to the payment of costs and expenses (including reasonable attorneys’ fees and expenses and court costs) of the Senior Secured Parties in connection with such Enforcement Action and only with respect to such Senior Collateral,

second, to the payment of the Senior Obligations in accordance with the Senior Documents until the Senior Obligations Payment Date,

third, to the payment of the Junior Obligations in accordance with the Junior Documents until the Junior Obligations Payment Date, and

fourth, the balance, if any, to the Grantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

(b)Limited Obligation or Liability.  In exercising remedies, whether as a secured creditor or otherwise, the Senior Representative shall have no obligation or liability to the Junior Representative or to any Junior Secured Party regarding the adequacy of any Proceeds or for any action or omission, save and except solely for an action or omission that breaches the express obligations undertaken by each party under the terms of this Agreement.

(c)Segregation of Collateral; Turnover.  Until the occurrence of the Senior Obligations Payment Date, whether or not an Insolvency Proceeding has been commenced by or against any Grantor, any Senior Collateral that may be received by any Junior Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Senior Representative, for the benefit of the Senior Secured Parties, in the same form as received with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct and each Junior Secured Party hereby authorizes the Senior Representative to make any such endorsements as agent for the Junior Representative (which authorization, being coupled with an interest, is irrevocable).

(d)Mixed Collateral Proceeds.  Notwithstanding anything to the contrary contained above or in the definition of the ABL Facility Priority Collateral or Term Loan Priority Collateral, in the event that proceeds of Common Collateral are received from (or are otherwise attributable to the value of) a sale or other disposition of Common Collateral that involves a combination of ABL Facility Priority Collateral and Term Loan Priority Collateral, the portion of such proceeds that shall be allocated as proceeds of ABL Facility Priority Collateral for purposes of this Agreement shall be an amount equal to the net book value of such ABL Facility Priority Collateral (except in the case of Accounts which amount shall be equal to eighty-five percent (85%) of the net book value of such Accounts), with the balance of the proceeds allocated as proceeds of Term Loan Priority Collateral.  In addition, notwithstanding anything to the contrary contained above or in the definition of the ABL Facility Priority Collateral or Term Loan Priority Collateral, to the extent proceeds of Collateral are proceeds received from (or are otherwise attributable to the value of) the sale or disposition of all or substantially all of the Capital Stock of any Domestic Subsidiary of Borrower which is a Grantor or all or substantially all of the assets of any such Subsidiary, such proceeds shall constitute (1) first, in an amount equal to eighty-five percent (85%) of the net book value of the Accounts and the net book value of all other ABL Facility Priority Collateral owned by such Subsidiary at the time of such sale, ABL

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Facility Priority Collateral and (2) second, to the extent in excess of the amounts described in preceding clause (1), Term Loan Priority Collateral.

4.2Releases of Liens.  Upon any release, sale or disposition of Senior Collateral permitted pursuant to the terms of the Senior Documents that results in the release of the Senior Lien on any Senior Collateral (including without limitation any sale or other disposition pursuant to any Enforcement Action) (other than release of the Senior Lien due to the occurrence of the Senior Obligations Payment Date), the Junior Lien on such Senior Collateral shall be automatically and unconditionally released with no further consent or action of any Person; provided that the Senior Liens and Junior Liens shall attach to the proceeds of any sale or other disposition to the extent such proceeds constitute Senior Collateral and Junior Collateral, respectively, pursuant to the Senior Security Documents and Junior Security Documents, respectively.  The Junior Representative shall, at the Grantors’ expense, promptly execute and deliver such release documents and instruments and shall take such further actions as the Senior Representative shall request to evidence any release of the Junior Lien described in this Section 4.2.  The Junior Representative hereby appoints the Senior Representative and any officer or duly authorized person of the Senior Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Junior Representative and in the name of the Junior Representative or in the Senior Representative’s own name, from time to time, in the Senior Representative’s sole discretion, for the purposes of carrying out the terms of this Section 4.2, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this Section 4.2, including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).  Until the Senior Obligations Payment Date occurs, to the extent that the Senior Secured Parties have released any Lien on Senior Collateral and any such Lien is later reinstated, then the Junior Secured Parties shall be granted a Junior Lien on any such Senior Collateral.

4.3Insurance.  Proceeds of Common Collateral include insurance proceeds with respect to the Common Collateral and therefore the Lien Priority shall govern the ultimate disposition of such casualty insurance proceeds.  The ABL Representative shall have the sole and exclusive right, as against the Term Loan Representative, to adjust settlement of insurance claims in the event of any covered loss, theft or destruction of ABL Facility Priority Collateral.  The Term Loan Representative shall have the sole and exclusive right, as against the ABL Representative, to adjust settlement of insurance claims in the event of any covered loss, theft or destruction of Term Loan Priority Collateral.  If, and to the extent of, any loss under an insurance policy that covers both ABL Facility Priority Collateral and Term Loan Priority Collateral, the ABL Representative and the Term Loan Representative shall work jointly in good faith to adjust or settle under the applicable insurance policy.  To the extent any insurance proceeds are received for business interruption or for any liability or indemnification and those proceeds are not compensation for a casualty loss with respect to the ABL Priority Collateral, such proceeds shall first be applied to the Term Loan Obligations and then to the ABL Obligations.  Each of the Term Loan Representative and ABL Representative shall cooperate (if necessary) in a reasonable manner in effecting the payment of insurance proceeds in accordance with Section 4.1.

4.4Option to Purchase ABL Obligations.

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(a)Without prejudice to the enforcement of remedies by the ABL Secured Parties, the Term Loan Secured Parties (or any of them) (in each case, an “Eligible ABL Purchaser”) shall have the right to purchase by way of assignment (and shall thereby also assume all commitments and duties of the ABL Secured Parties under the ABL Documents), at any time during the exercise period described in Section 4.4(c), all, but not less than all, of the ABL Obligations (other than the ABL Obligations of a Defaulting ABL Creditor), including all principal of and accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of all ABL Obligations outstanding at the time of purchase.  Upon receipt of a notice in accordance with Section 4.4(b) from an Eligible ABL Purchaser, the ABL Secured Parties shall have no further obligation under this Section 4.4 to sell the ABL Obligations to any other Eligible ABL Purchaser thereafter providing notice under Section 4.4(b).  Any purchase pursuant to this Section 4.4(a) shall be made as follows:

(i)for (x) a purchase price equal to the sum of (A) in the case of all loans, advances or other similar extensions of credit that constitute ABL Obligations (including unreimbursed amounts drawn in respect of letters of credit, but excluding the undrawn amount of then outstanding letters of credit), 100% of the principal amount thereof and all accrued and unpaid interest thereon to but excluding the Business Day on which such purchase and sale shall occur (including any prepayment or acceleration penalties or premiums), (B) in the case of any Bank Product Obligations in respect of any Hedging Agreement constituting ABL Obligations, the net aggregate amount then owing to each Hedging Agreement provider thereunder pursuant to the terms of the respective Hedging Agreement, including without limitation all amounts owing to such Hedging Agreement provider as a result of the termination (or early termination) thereof, (C) in the case of any Bank Product Obligations (other than those in respect of any Hedging Agreement) constituting ABL Obligations, the net aggregate amount then owing to each provider of Bank Products in respect thereof, including without limitation all amounts owing to such provider of Bank Products as a result of the termination (or early termination) of such Bank Product Obligations, plus (D) all accrued and unpaid fees, expenses, indemnities and other amounts through the date of purchase; and (y) an obligation on the part of the respective Eligible ABL Purchasers (which shall be expressly provided in the assignment documentation described below) to reimburse each issuing lender (or any ABL Secured Party required to pay the same) for all amounts thereafter drawn with respect to any letters of credit constituting ABL Obligations which remain outstanding after the date of any purchase pursuant to this Section 4.4, together with all fronting fees and other amounts which may at any future time be owing to the respective issuing lender with respect to such letters of credit;

(ii)with the purchase price described in preceding clause (a)(i)(x) payable in cash on the date of purchase against transfer to the respective Eligible ABL Purchaser or Eligible ABL Purchasers (without recourse and without any representation or warranty whatsoever, whether as to the enforceability of any ABL Obligation or the validity, enforceability, perfection, priority or sufficiency of any Lien securing, or guarantee or other supporting obligation for, any ABL Obligation or as to any other matter whatsoever, except the representations and warranties that (A) the transferor owns free and clear of all Liens (other than participation interests not prohibited by the ABL Documents, in which case the purchase price described in preceding clause (a)(i)(x) shall

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be appropriately adjusted so that the Eligible ABL Purchaser or Eligible ABL Purchasers do not pay amounts represented by any participation interest which remains in effect except to the extent that the Eligible ABL Purchasers expressly assume the obligations under such participation interests), (B) the transferor has the right to convey whatever claims and interests it may have in respect of the ABL Obligations and (C) the principal of and accrued and unpaid interest on the ABL Obligations being purchased, and the fees and expenses thereof owed to the respective ABL Secured Party, are as stated in any assignment agreement prepared in connection with the purchase and sale of the ABL Obligations; provided that the purchase price in respect of any outstanding letter of credit that remains undrawn on the date of purchase shall be payable in cash as and when such letter of credit is drawn upon (1) first, from the cash collateral account described in clause (a)(iii) below, until the amounts contained therein have been exhausted, and (2) thereafter, directly by the respective Eligible ABL Purchaser or Eligible ABL Purchasers;

(iii)except with respect to any letters of credit that are backstopped pursuant to arrangements reasonably satisfactory to the applicable issuing Bank, with such purchase accompanied by a deposit of cash collateral under the sole dominion and control of the ABL Representative or its designee in an amount equal to 103% of the sum of the aggregate undrawn amount of all then outstanding letters of credit pursuant to the ABL Documents and the aggregate fronting and similar fees which will accrue thereon through the stated maturity of the letters of credit (assuming no drawings thereon before stated maturity), as security for the respective Eligible ABL Purchaser's or Eligible ABL Purchasers' obligation to pay amounts as provided in preceding clause (a)(i)(y), it being understood and agreed that (x) at the time any fronting or similar fees are owing to an issuer with respect to any letter of credit, the ABL Representative may apply amounts deposited with it as described above to pay the same, (y) upon any drawing under any letter of credit, the ABL Representative shall apply amounts deposited with it as described above to repay the respective unpaid drawing and any customary fees charged by the issuer in connection with such draws and (z) the Eligible ABL Purchasers shall have no obligation to provide any additional cash collateral for any letters of credit that have already been fully cash collateralized prior to the time the Eligible ABL Purchasers deliver a purchase notice.  After giving effect to any payment made as described above in this clause (iii), those amounts (if any) then on deposit with the ABL Representative as described in this clause (iii) which exceed 103% of the sum of the aggregate undrawn amount of all then outstanding letters of credit and the aggregate fronting and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding letters of credit (assuming no drawings thereon before stated maturity), shall be returned to the respective Eligible ABL Purchaser or Eligible ABL Purchasers (as their interests appear).  Furthermore, at such time as all letters of credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral deposited as described above in this clause (iii) (and not previously applied or released as provided above) shall be returned to the respective Eligible ABL Purchaser or Eligible ABL Purchasers, as their interests appear;

(iv)with the purchase price described in preceding clause (a)(i)(x) accompanied by a waiver by the Term Loan Representative (on behalf of itself and the

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other Term Loan Secured Parties) of all claims arising out of this Agreement and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this Section 4.4;

(v)with all amounts payable to the various ABL Secured Parties in respect of the assignments described above to be distributed to them by the ABL Representative in accordance with their respective holdings of the various ABL Obligations; and

(vi)with such purchase to be made pursuant to assignment documentation in form and substance reasonably satisfactory to all parties thereto (with the reasonable and documented cost of counsel to the ABL Representative in respect of preparing, reviewing and/or finalizing such documentation to be paid by the respective Eligible ABL Purchaser or Eligible ABL Purchasers); it being understood and agreed that the ABL Representative and each other ABL Secured Party shall retain all rights to indemnification as provided in the relevant ABL Documents for all periods prior to any assignment by them pursuant to the provisions of this Section 4.4.  The relevant assignment documentation shall also provide that, if for any reason (other than the gross negligence or willful misconduct of the ABL Representative), the amount of cash collateral held by the ABL Representative or its designee pursuant to preceding clause (a)(iii) is at any time less than the full amounts owing with respect to any letter of credit described above (including fronting and similar fees), then the respective Eligible ABL Purchaser or Eligible ABL Purchasers shall promptly reimburse ABL Representative (who shall pay the respective issuing bank) the amount of the deficiency.

(b)The right to exercise the purchase option described in Section 4.4(a) above shall be exercisable and legally enforceable upon at least five Business Days’ prior written notice of exercise (which notice, once given, shall be irrevocable and fully binding on the respective Eligible ABL Purchaser or Eligible ABL Purchasers and shall specify a date of purchase not less than five (5) Business Days, nor more than 30 Business Days, after receipt by ABL Representative of such notice) given to ABL Representative by an Eligible ABL Purchaser.  Neither the ABL Representative nor any other ABL Secured Party shall have any disclosure obligation to any Eligible ABL Purchaser, the Term Loan Representative or any other Term Loan Secured Party in connection with any exercise of such purchase option.

(c)The right to purchase the ABL Obligations as described in this Section 4.4 may be exercised, by giving the irrevocable written notice described in preceding subsection (b), during each of the periods that (i) begins on the date occurring three (3) Business Days after the first to occur of (v) the date an Event of Default (as defined in the applicable ABL Document) resulting from the Borrower or any of its Subsidiaries failing to pay an amount owed to the ABL Secured Parties when due has occurred, (w) the date an Event of Default resulting from a breach of a financial covenant or a negative covenant under the ABL Documents has occurred and is continuing for 20 calendar days without waiver or cure, (x) the date of the acceleration of the final maturity of the loans constituting ABL Obligations, (y) the occurrence of the final maturity of the loans constituting ABL Obligations or (z) the occurrence of an Insolvency Proceeding with respect to any Grantor that constitutes an event of default under the ABL Documents (in the case of preceding clauses (v) through (y), so long as the acceleration, Event of Default, or failure

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to pay amounts due at final maturity has not been rescinded or cured, as the case may be, within such three (3) Business Day Period, and so long as any unpaid amounts constituting ABL Obligations remain owing) and (ii) ends on the 60th day after the start of the applicable period described above.

(d)The obligations of the ABL Secured Parties to sell their respective ABL Obligations under this Section 4.4  are several and not joint and several.  To the extent any ABL Secured Party (a “Defaulting ABL Creditor”) breaches its obligation to sell its ABL Obligations under this Section 4.4 nothing in this Section 4.4 shall be deemed to require the ABL Representative or any other ABL Secured Party to purchase such Defaulting ABL Creditor’s ABL Obligations for resale to the holders of Term Loan Obligations and in all cases, the ABL Representative and each ABL Secured Party complying with the terms of this Section 4.4 shall not be deemed to be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting ABL Creditor; provided that nothing in this clause (d) shall require any Eligible ABL Purchaser to purchase less than all of the ABL Obligations.

(e)Each Grantor irrevocably consents to any assignment effected to one or more Eligible ABL Purchasers pursuant to this Section 4.4 for purposes of all ABL Documents and hereby agrees that no further consent from such Grantor shall be required.

Section 5.Insolvency Proceedings.

5.1Filing of Motions.  (i) Until the ABL Obligations Payment Date has occurred, the Term Loan Representative agrees on behalf of itself and the other Term Loan Secured Parties that no Term Loan Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the ABL Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the ABL Representative (including the validity and enforceability thereof) or any other ABL Secured Party in respect of any ABL Collateral or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Term Loan Representative may (a) propose, support or prosecute any matter with respect to the Term Loan DIP Financing (as defined in Section 5.2(b)), (b) file a proof of claim in an Insolvency Proceeding, and (c) file any necessary responsive or defensive pleadings in opposition of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the claims of the Term Loan Secured Parties on the ABL Collateral, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Representative imposed hereby.

(ii)Until the Term Loan Obligations Payment Date has occurred, the ABL Representative agrees on behalf of itself and the other ABL Secured Parties that no ABL Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Term Loan Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the Term Loan Representative (including the validity and enforceability thereof) or any other Term Loan Secured Party in respect of any Term Loan Collateral or the value of any claims of such parties

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under Section 506(a) of the Bankruptcy Code or otherwise; provided that the ABL Representative may (a) propose, support or prosecute any matter with respect to the ABL DIP Financing (as defined in Section 5.2(a)), (b) file a proof of claim in an Insolvency Proceeding, and (c) file any necessary responsive or defensive pleadings in opposition of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the claims of the ABL Secured Parties on the ABL Collateral.

5.2Financing Matters.  (a) If any Grantor becomes subject to any Insolvency Proceeding in the United States at any time prior to the ABL Obligations Payment Date, and if the ABL Representative or the other ABL Secured Parties desire to consent (or not object) to the use of ABL Facility Priority Collateral constituting cash collateral under the Bankruptcy Code or to provide financing to any Grantor under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Grantor by any third party secured by all or a portion of the ABL Facility Priority Collateral (any such financing, “ABL DIP Financing”), then the Term Loan Representative agrees, on behalf of itself and the other Term Loan Secured Parties, that each Term Loan Secured Party (i) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such ABL DIP Financing on the grounds of a failure to provide “adequate protection” for the Term Loan Representative’s Lien on the Term Loan Collateral to secure the Term Loan Obligations or on any other grounds (and will not request any adequate protection solely as a result of such ABL DIP Financing) and (ii) will subordinate (and will be deemed hereunder to have subordinated) the Term Loan Liens on any ABL Facility Priority Collateral (A) to such ABL DIP Financing (and such subordination will not alter in any manner the terms of this Agreement), (B) to any adequate protection provided to the ABL Secured Parties and (C) to any “carve-out” for professional fees and customary fees and expenses agreed to by the ABL Representative or the other ABL Secured Parties and approved by the bankruptcy court, so long as (w) the aggregate principal amount of the ABL DIP Financing plus the principal amount of outstanding loans and face amount of outstanding letters of credit under the ABL Agreement does not exceed the ABL Cap Amount, (x) the Term Loan Representative retains its Lien on the Term Loan Collateral to secure the Term Loan Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Term Loan Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such ABL DIP Financing is junior and subordinate to the Lien of the Term Loan Representative on the Term Loan Priority Collateral, (y) all Liens on ABL Facility Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the ABL Representative and the other ABL Secured Parties securing the ABL Obligations on ABL Facility Priority Collateral and (z) if the ABL Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, and such replacement or adequate protection Lien is on any of the Term Loan Priority Collateral, (1) such replacement or adequate protection Lien on such post-petition assets which are part of the Term Loan Priority Collateral (the “Term Loan Post-Petition Assets”) is junior and subordinate to the Lien in favor of the Term Loan Representative on the Term Loan Priority Collateral and (2) the Term Loan Representative also receives a replacement or adequate protection Lien on such Term Loan Post-Petition Assets of the debtor to secure the Term Loan Obligations.  In no event will any of the ABL Secured Parties seek to obtain a priming Lien on any of the Term Loan Priority Collateral and nothing contained

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herein shall be deemed to be a consent by the Term Loan Secured Parties to any adequate protection payments using Term Loan Priority Collateral.

(b)If any Grantor becomes subject to any Insolvency Proceeding in the United States at any time prior to the Term Loan Obligations Payment Date, and if the Term Loan Representative or the other Term Loan Secured Parties desire to consent (or not object) to the use of Term Loan Priority Collateral constituting cash collateral under the Bankruptcy Code or to provide financing to any Grantor under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Grantor by any third party secured by all or a portion of the Term Loan Priority Collateral (any such financing, “Term Loan DIP Financing”), then the ABL Representative agrees, on behalf of itself and the other ABL Secured Parties, that each ABL Secured Party will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to such Term Loan DIP Financing on the grounds of a failure to provide “adequate protection” for the ABL Representative’s Lien on the ABL Collateral to secure the ABL Obligations or on any other grounds (and will not request any adequate protection solely as a result of such Term Loan DIP Financing), so long as the ABL Representative retains its Lien on the ABL Collateral to secure the ABL Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the ABL Facility Priority Collateral only, such Lien has the same priority with respect to the Term Loan Collateral as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such Term Loan DIP Financing is junior and subordinate to the Lien of the ABL Representative on the ABL Facility Priority Collateral.  In no event will any of the Term Loan Secured Parties seek to obtain a priming Lien on any of the ABL Facility Priority Collateral, and nothing contained herein shall be deemed to be a consent by the ABL Secured Parties to any adequate protection payments using ABL Facility Priority Collateral. 

(c)All Liens granted to the Term Loan Representative or the ABL Representative in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement.  If the Term Loan Representative receives a replacement or adequate protection Lien on post-petition assets of the debtor to secure the Term Loan Obligations, and such replacement or adequate protection Lien is on any of the ABL Facility Priority Collateral (the “Specified Term Loan Adequate Protection Liens”), then the Term Loan Representative shall (i) not object to, nor support any other Person objecting to, any request by the ABL Representative to the applicable bankruptcy court to provide replacement or adequate protection Liens on such post-petition assets which are part of the ABL Facility Priority Collateral in favor of the ABL Representative (for the benefit  of the ABL Secured Parties) to secure the ABL Obligations (the “Specified ABL Adequate Protection Liens”) and (ii) to the extent the applicable bankruptcy court approves such Specified ABL Adequate Protection Liens, subordinate the Specified Term Loan Adequate Protection Liens to the Specified ABL Adequate Protection Liens on terms mutually and reasonably agreed between the ABL Representative and the Term Loan Representative.

5.3Relief From the Automatic Stay.  Until the ABL Obligations Payment Date, the Term Loan Representative agrees, on behalf of itself and the other Term Loan Secured Parties, that none of them will seek (or support any other Person in seeking) relief from the automatic

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stay or from any other stay in any Insolvency Proceeding or take any action in derogation thereof, in each case in respect of any ABL Facility Priority Collateral, without the prior written consent of the ABL Representative.  Until the Term Loan Obligations Payment Date, the ABL Representative agrees, on behalf of itself and the other ABL Secured Parties, that none of them will seek relief from the automatic stay or from any other stay in any Insolvency Proceeding or take any action in derogation thereof, in each case in respect of any Term Loan Priority Collateral, without the prior written consent of the Term Loan Representative.  In addition, neither the Term Loan Representative nor the ABL Representative shall seek any relief from the automatic stay with respect to any Common Collateral without providing 30 days’ prior written notice to the other, unless otherwise agreed by both the ABL Representative and the Term Loan Representative.

5.4No Contest.  (i) The Junior Representative, on behalf of itself and the Junior Secured Parties, agrees that, prior to the Senior Obligations Payment Date, none of them shall contest (or support any other Person contesting) (a) any request by the Senior Representative or any Senior Secured Party for adequate protection of its interest in the Senior Collateral (unless in contravention of Section 5.2(a) or (b), as applicable), or (b) any objection by the Senior Representative or any Senior Secured Party to any motion, relief, action, or proceeding based on a claim by the Senior Representative or any Senior Secured Party that its interests in the Senior Collateral (unless in contravention of Section 5.2(a) or (b), as applicable) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the Senior Representative as adequate protection of its interests are subject to this Agreement.

(ii)The ABL Representative, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Term Loan Obligations Payment Date, none of them shall contest (or support any other Person contesting) (a) any request by the Term Loan Representative or any Term Loan Secured Party for adequate protection of its interest in the Term Loan Priority Collateral, or (b) any objection by the Term Loan Representative or any Term Loan Secured Party to any motion, relief, action, or proceeding based on a claim by the Term Loan Representative or any Term Loan Secured Party that its interests in the Term Loan Priority Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding).

5.5Avoidance Issues.  If any Senior Secured Party is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any Grantor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Senior Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and the Senior Obligations Payment Date shall be deemed not to have occurred.  If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto.  The Junior Secured Parties agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall

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instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

5.6Asset Dispositions in an Insolvency Proceeding. 

(a)Neither the Junior Representative nor any other Junior Secured Party shall, in an Insolvency Proceeding or otherwise, oppose any sale or disposition of any Senior Collateral that is supported by the Senior Representative, and the Junior Representative and each other Junior Secured Party will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any Senior Collateral supported by the Senior Representative and to have released their Liens on such assets.  Neither the ABL Representative nor any other ABL Secured Party shall, in an Insolvency Proceeding or otherwise, oppose any sale or disposition of any Term Loan Priority Collateral, and the ABL Representative and each other ABL Secured Party will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any Term Loan Priority Collateral.

(b)The Term Loan Representative agrees that it shall not object to or otherwise contest the exercise by the ABL Representative of any credit bid rights under Section 363(k) of the Bankruptcy Code (or any other similar provision of the Bankruptcy Code) with respect to any disposition of the ABL Facility Priority Collateral, and the ABL Representative agrees that it shall not object to or otherwise contest the exercise by the Term Loan Representative of any credit bid rights under Section 363(k) of the Bankruptcy Code (or any other similar provision of the Bankruptcy Code) with respect to any disposition of the Term Loan Priority Collateral.

5.7Other Matters.  To the extent that the Senior Representative or any Senior Secured Party has or acquires rights under Section 363 or Section 364 of the Bankruptcy Code with respect to any of the Junior Collateral, the Senior Representative agrees, on behalf of itself and the other Senior Secured Parties, not to assert any of such rights without the prior written consent of the Junior Representative; providedthat if requested by the Junior Representative, the Senior Representative shall timely exercise such rights in the manner requested by the Junior Representative, including any rights to payments in respect of such rights.

5.8Effectiveness in Insolvency Proceedings.  This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under section 510(a) of the Bankruptcy Code, shall be effective before, during and after the commencement of an Insolvency Proceeding.

5.9Reorganization Securities.  If, in any Insolvency Proceeding, debt obligations of any reorganized Grantor secured by Liens upon any property of such reorganized Grantor are distributed pursuant to a plan of reorganization, arrangement, compromise or liquidation or similar dispositive restructuring plan, on account of both the ABL Obligations and the Term Loan Obligations, then, to the extent the debt obligations distributed on account of the ABL Obligations and on account of the Term Loan Obligations are secured by Liens upon the same assets or property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

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5.10Certain Waivers as to Section 1111(b)(2) of Bankruptcy Code.  With respect to any matters relating to the Term Loan Priority Collateral prior to the discharge of the Term Loan Obligations, the ABL Representative, for itself and on behalf of the other ABL Secured Parties, waives any claim any ABL Secured Party may hereafter have against any Term Loan Secured Party arising out of the election by any Term Loan Secured Party of the application of Section 1111(b)(2) of the Bankruptcy Code.  With respect to any matters relating to the ABL Facility Priority Collateral prior to the discharge of the ABL Obligations, the Term Loan Representative, for itself and on behalf of the other Term Loan Secured Parties, waives any claim any Term Loan Secured Party may hereafter have against any ABL Secured Party arising out of the election by any ABL Secured Party of the application of Section 1111(b)(2) of the Bankruptcy Code.

Section 6.Term Loan Documents and ABL Documents.

(a)Each Grantor and the Term Loan Representative, on behalf of itself and the Term Loan Secured Parties, agree that it shall not at any time execute or deliver any amendment or other modification to any of the Term Loan Documents inconsistent with or in violation of this Agreement.

(b)Each Grantor and the ABL Representative, on behalf of itself and the ABL Secured Parties, agree that it shall not at any time execute or deliver any amendment or other modification to any of the ABL Documents inconsistent with or in violation of this Agreement.

(c)In the event the Senior Representative enters into any amendment, waiver or consent in respect of any of the Senior Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Security Document (including any release of any Lien in favor of such Senior Secured Party) or changing in any manner the rights of any parties thereunder, in each case solely with respect to any Senior Collateral, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Security Document without the consent of or action by any Junior Secured Party (with all such amendments, waivers and modifications subject to the terms hereof); provided that, (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Junior Security Document, except to the extent that a release of such Lien is permitted by Section 4.2, (ii) no such amendment, waiver or consent with respect to any provision applicable to the Junior Representative under the Junior Documents shall be made without the prior written consent of the Junior Representative, and (iii) notice of such amendment, waiver or consent shall be given to the Junior Representative no later than 30 days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness and validity thereof.

(d)Notwithstanding anything to the contrary contained herein, without the written consent of the Term Loan Representative, the ABL Representative and the other ABL Secured Parties will not be entitled to agree (and will not agree) to enter into any agreement with respect to, amend or otherwise modify, or Refinance the indebtedness under, the ABL Documents that:

(i)increases the maximum principal amount of indebtedness allowed to be incurred under the ABL Documents, including the aggregate face amount of any

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letters of credit issued but not reimbursed under the ABL Documents, to an amount in excess of $110,000,000 other than in connection with ABL DIP Financing permitted hereunder;

(ii)shortens the maturity date of any ABL Obligations (other than any acceleration of the maturity date as the result of any default) or requires any amortization of the ABL Obligations prior to maturity date for such ABL Obligations under the applicable ABL Documents (as in effect on the date hereof); and

(iii)modifies or adds any covenant or event of default under the ABL Documents which restricts one or more obligors from making payments under the Term Loan Documents which would otherwise be permitted under the ABL Documents as in effect on the date hereof.

(e)Notwithstanding anything to the contrary contained herein, without the written consent of the ABL Representative, the Term Loan Representative and the other Term Loan Secured Parties will not be entitled to agree (and will not agree) to enter into any agreement with respect to, amend or otherwise modify, or Refinance the indebtedness under, the Term Loan Documents that modifies or adds any covenant or event of default under the Term Loan Documents which restricts one or more obligors from making payments under the ABL Documents which would otherwise be permitted under the Term Loan Documents as in effect on the date hereof.

Section 7.Reliance; Waivers; etc.

7.1Reliance.  The ABL Documents are deemed to have been executed and delivered, and all extensions of credit thereunder are deemed to have been made or incurred, in reliance upon this Agreement.  The Term Loan Representative, on behalf of it itself and the other Term Loan Secured Parties, expressly waives all notice of the acceptance of and reliance on this Agreement by the ABL Representative and the other ABL Secured Parties.  The Term Loan Documents are deemed to have been executed and delivered and all extensions of credit thereunder are deemed to have been made or incurred, in reliance upon this Agreement.  The ABL Representative, on behalf of itself and the other ABL Secured Parties, expressly waives all notices of the acceptance of and reliance on this Agreement by the Term Loan Representative and the other Term Loan Secured Parties.

7.2No Warranties or Liability.  The Term Loan Representative and the ABL Representative acknowledge and agree that neither has made any representation or warranty with respect to the execution, validity, legality, completeness, collectability or enforceability of any other ABL Document or any other Term Loan Document.  Except as otherwise provided in this Agreement, the Term Loan Representative and the ABL Representative will be entitled to manage and supervise the respective extensions of credit to any Grantor in accordance with law and their usual practices, modified from time to time as they deem appropriate.

7.3No Waivers.  No right or benefit of any party hereunder shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such party or any other

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party hereto or by any noncompliance by any Grantor with the terms and conditions of any of the ABL Documents or the Term Loan Documents.

Section 8.Obligations Unconditional.  For so long as this Agreement is in full force and effect, all rights, interests, agreements and obligations hereunder of the ABL Representative and the ABL Secured Parties in respect of any Collateral and the Term Loan Representative and the Term Loan Secured Parties in respect of any Collateral shall remain in full force and effect regardless of:

(a)any lack of validity or enforceability of any Senior Document or any Junior Document and regardless of whether the Liens of the Senior Representative and Senior Secured Parties are not perfected or are voidable for any reason;

(b)any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Obligations or Junior Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Document or any Junior Document;

(c)any exchange, release or lack of perfection of any Lien on any Collateral or any other asset, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the Senior Obligations or Junior Obligations or any guarantee thereof;

(d)the commencement of any Insolvency Proceeding in respect of any Grantor; or

(e)any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Grantor in respect of any Secured Obligation or of any Junior Secured Party in respect of this Agreement.

Section 9.Miscellaneous.

9.1Rights of Subrogation.  The Term Loan Representative, for and on behalf of itself and the Term Loan Secured Parties, agrees that no payment to the ABL Representative or any ABL Secured Party in respect of Common Collateral pursuant to the provisions of this Agreement shall entitle the Term Loan Representative or any Term Loan Secured Party to exercise any rights of subrogation in respect thereof until the ABL Obligations Payment Date.  Following the ABL Obligations Payment Date, the ABL Representative agrees to execute such documents, agreements, and instruments as the Term Loan Representative or any Term Loan Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Obligations resulting from payments to the ABL Representative by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Representative are paid by such Person upon request for payment thereof.  The ABL Representative, for and on behalf of itself and the ABL Secured Parties, agrees that no payment to the Term Loan Representative or any Term Loan Secured Party in respect of Term Loan Collateral pursuant to the provisions of this Agreement shall entitle the ABL Representative or any ABL Secured Party to exercise any rights of subrogation in respect thereof until the Term Loan Obligations Payment Date.  Following the

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Term Loan Obligations Payment Date, the Term Loan Representative agrees to execute such documents, agreements, and instruments as the ABL Representative or any ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Term Loan Obligations resulting from payments to the Term Loan Representative by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Term Loan Representative are paid by such Person upon request for payment thereof.

9.2Further Assurances.  Each of the Term Loan Representative and the ABL Representative will, at the Grantors’ expense and at any time and from time to time, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the other party may reasonably request, in order to protect any right or interest granted or purported to be granted hereby or to enable the ABL Representative or the Term Loan Representative to exercise and enforce its rights and remedies hereunder; provided,  however, that no party shall be required to pay over any payment or distribution, execute any instruments or documents, or take any other action referred to in this Section 9.2, to the extent that such action would contravene any law, order or other Requirement of Law or any of the terms or provisions of this Agreement, and in the event of a controversy or dispute, such party may interplead any payment or distribution in any court of competent jurisdiction, without further responsibility in respect of such payment or distribution under this Section 9.2.

9.3Conflicts.  In the event of any conflict between the provisions of this Agreement and the provisions of any ABL Document or any Term Loan Document, the provisions of this Agreement shall govern to the extent of such conflict.

9.4Continuing Nature of Provisions.  Subject to Section 5.5, this Agreement shall continue to be effective, and shall not be revocable by any party hereto, until the earlier of (a) the ABL Obligations Payment Date and (b) the Term Loan Obligations Payment Date.  This is a continuing agreement and the ABL Secured Parties and the Term Loan Secured Parties may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide indebtedness to, or for the benefit of, any Grantor on the faith hereof.

9.5Amendments; Waivers.  (a) No amendment or modification of any of the provisions of this Agreement shall be effective unless the same shall be in writing and signed by the ABL Representative and the Term Loan Representative.  Each Grantor agrees that this Agreement may be amended or modified by the ABL Representative and the Term Loan Representative without notice to, or the consent of, any Grantor, provided that no Grantor shall be bound by any such amendment or modification that directly and materially affects the rights or duties of such Grantor.

(b)It is understood that the ABL Representative and the Term Loan Representative, without the consent of any other ABL Secured Party or Term Loan Secured Party, may in their discretion determine that a supplemental agreement (which may take the form of an amendment and restatement of this Agreement) is necessary or appropriate to facilitate having additional indebtedness or other obligations (“Additional Debt”) of any of the Grantors become ABL Obligations or Term Loan Obligations, as the case may be, under this Agreement,

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which supplemental agreement shall specify whether such Additional Debt constitutes ABL Obligations or Term Loan Obligations, provided, that such Additional Debt is permitted to be incurred by the ABL Agreement and Term Loan Agreement then extant, and is permitted by said Agreements to be subject to the provisions of this Agreement as ABL Obligations or Term Loan Obligations, as applicable.

9.6Information Concerning Financial Condition of the Grantors.  The Term Loan Representative and the ABL Representative hereby agree that no party shall have any duty to advise any other party of information known to it regarding the financial condition of the Grantors or any other circumstances bearing upon the risk of nonpayment of the ABL Obligations or the Term Loan Obligations (except as otherwise provided in the ABL Documents and Term Loan Documents).  In the event the Term Loan Representative or the ABL Representative, in its sole discretion, undertakes at any time or from time to time to provide any information to any other party to this Agreement, it shall be under no obligation (a) to provide any such information to such other party or any other party on any subsequent occasion, (b) to undertake any investigation not a part of its regular business routine, or (c) to disclose any other information.

9.7Governing Law.  This Agreement shall be construed in accordance with and governed by the law of the State of New York, except as otherwise required by mandatory provisions of law and except to the extent that remedies provided by the laws of any jurisdiction other than the State of New York are governed by the laws of such jurisdiction.

9.8Submission to Jurisdiction; JURY TRIAL WAIVER.  (a) The ABL Representative, for itself and on behalf of each ABL Secured Party, the Term Loan Representative, for itself and on behalf of each Term Loan Secured Party, and each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court.  Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement shall affect any right that any ABL Secured Party or Term Loan Secured Party may otherwise have to bring any action or proceeding against any Grantor or its properties in the courts of any jurisdiction.

(b)The ABL Representative, for itself and on behalf of each ABL Secured Party, the Term Loan Representative, for itself and on behalf of each Term Loan Secured Party, and each Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so (i) any objection it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action or proceeding.

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(c)Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.9.  Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

(d)EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.  EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

9.9Notices.  Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally served, telecopied, or sent by overnight express courier service or United States mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy or five (5) days after deposit in the United States mail (certified, with postage prepaid and properly addressed).  For the purposes hereof, the addresses of the parties hereto (until notice of a change thereof is delivered as provided in this Section 9.9) shall be as set forth below each party’s name on the signature pages hereof, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties.

9.10Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and each of the ABL Secured Parties and Term Loan Secured Parties and their respective successors and assigns, and nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Collateral.

9.11Headings.  Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

9.12Severability.  Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

9.13Other Remedies.  For avoidance of doubt, it is understood that nothing in this Agreement shall prevent any ABL Secured Party or any Term Loan Secured Party from exercising any available remedy to accelerate the maturity of any indebtedness or other obligations owing under the ABL Documents or the Term Loan Documents, as applicable, or to demand payment under any guarantee in respect thereof.

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3956325v.9 BAN177/13014

9.14Counterparts; Integration; Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.  This Agreement shall become effective when it shall have been executed by each party hereto.

9.15Additional Grantors.  Borrower shall cause each Person that becomes a Grantor after the date hereof to become a party to this Agreement by execution and delivery by such Person of a Joinder Agreement in the form of Annex 1 hereto.

9.16Force Majeure.  Other than with respect to obligations that can be performed by the payment of money, whenever a period of time is herein prescribed for action to be taken by either the ABL Representative or the Term Loan Representative, such Person shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war and terrorist acts or activities.

9.17No Consequential Damages.  Neither the ABL Representative nor the Term Loan Representative shall be liable for any indirect, special or consequential damages (including but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action.

[Signature Pages Follow]

39

3956325v.9 BAN177/13014

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

BANK OF AMERICA, N.A., as ABL Representative for and on behalf of the ABL Secured Parties

By:/s/Hance VanBeber

Name:  Hance VanBeber

Title: Senior Vice President

Address for Notices:

901 Main Street, 11th Floor
TX1-492-11-23
Dallas, Texas 75202
Attention:  Hance VanBeber
Telecopy No.:
312-453-3558

Signature Page to Intercreditor Agreement

U.S. BANK NATIONAL ASSOCIATION, as Term Loan Representative for and on behalf of the Term Loan Secured Parties

By:/s/James A. Hanley

Name: James A. Henley

Title: Vice President

Address for Notices:

U.S. Bank National Association

c/o U.S. Bank Global Corporate Trust Services

214 North Tyron Street, 27th Floor

Charlotte, NC 28202-1078

Signature Page to Intercreditor Agreement

BORROWER: BASIC ENERGY SERVICES, INC.

By:/s/Alan Krenek

Name:Alan Krenek

Title:Senior Vice President, Chief Financial Officer, Treasurer and Secretary

Signature Page to Intercreditor Agreement

GUARANTORS:_________________________________________________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 SERVICES, 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/Alan Krenek

Name:Alan Krenek

Title:Senior Vice President, Chief Financial Officer, Treasurer and Secretary

Signature Page to Intercreditor Agreement

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/Alan Krenek

Name:Alan Krenek

Title:Senior Vice President, Chief Financial Officer, Treasurer and Secretary

TAYLOR INDUSTRIES, LLC

By:/s/Alan Krenek

Name:Alan Krenek

Title:Senior Vice President, Chief Financial Officer, Treasurer and Secretary

BASIC ENERGY SERVICES LP, LLC

By:/s/Jerry Tufly

Name:Jerry Tufly

Title:Sole Manager and President

Address for Notices:

Basic Energy Services

801 Cherry Street, Suite 2100

Fort Worth, TX  76102

Attention:  Alan Krenek

Facsimile: 817-334-4101

Signature Page to Intercreditor Agreement

Annex 1

Joinder Agreement

THIS JOINDER AGREEMENT (this “Agreement”), dated as of _______________ __, 20__, is executed by ______________________________, a ____________________ (the “New Subsidiary”) in favor of BANK OF AMERICA, N.A. (“ABL Representative”) and U.S. BANK NATIONAL ASSOCIATION (“Term Loan Representative”), in their capacities as ABL Representative and Term Loan Representative, respectively, under that certain Intercreditor Agreement (the “Intercreditor Agreement”), dated as of February 26, 2016 among the ABL Representative, the Term Loan Representative, and each of the Grantors party thereto.  All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Intercreditor Agreement.

The New Subsidiary, for the benefit of the ABL Representative and the Term Loan Representative, hereby agrees as follows:

1.The New Subsidiary hereby acknowledges the Intercreditor Agreement and acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a Grantor under the Intercreditor Agreement and shall have all of the obligations of a Grantor thereunder as if it had executed the Intercreditor Agreement.  The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Intercreditor Agreement.

2.The address of the New Subsidiary for purposes of Section 9.9 of the Intercreditor Agreement is as follows:

3.THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE NEW SUBSIDIARY HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Signature Page Follows]

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3956325v.9 BAN177/13014

IN WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly executed by its authorized officer, as of the day and year first above written.

[NEW SUBSIDIARY]

By:
Name:

Title:

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3956325v.9 BAN177/13014

EX-10.3

Exhibit 10.3

Execution Version

SECOND AMENDED AND RESTATED SECURITY AGREEMENT

Dated as of February 26, 2016

among

BASIC ENERGY SERVICES, INC.

and the other Debtors parties hereto

in favor of

BANK OF AMERICA, N.A.,
as Administrative Agent

Table of Contents
(CONTINUED)

SECTION 1.DEFINITIONS2

SECTION 2.GRANT OF SECURITY INTEREST5

2.1Grant of Security Interest5

2.2Avoidance Limitation6

2.3Debtors Remain Liable6

SECTION 3.REPRESENTATIONS AND WARRANTIES7

3.1Title; No Other Liens7

3.2Perfected First Priority Liens7

3.3Debtor’s Legal Name; Jurisdiction of Organization; Chief Executive Office7

3.4Certain Collateral7

3.5Chattel Paper and Instruments8

3.6Receivables8

3.7Bank Accounts9

SECTION 4.COVENANTS AND AGREEMENTS9

4.1Covenants in Credit Agreement9

4.2Maintenance of Insurance9

4.3Maintenance of Perfected Security Interest; Further Documentation; Filing Authorization; Further Assurances; Power of Attorney9

4.4Changes in Name, etc11

4.5Delivery of Instruments, Chattel Paper, and Documents11

4.6Deposit Accounts12

4.7Modifications of Receivables, Chattel Paper, Instruments and Payment Intangibles; Administration of Accounts13

4.8Actions With Respect to Certain Collateral14

SECTION 5.LIMITATION ON PERFECTION OF SECURITY INTEREST14

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Table of Contents
(CONTINUED)

5.1Chattel Paper and Instruments14

5.2Documents15

5.3Letter of Credit Rights15

SECTION 6.REMEDIAL PROVISIONS15

6.1General Interim Remedies15

6.2Receivables, Chattel Paper, Instruments and Payment Intangibles15

6.3Contracts16

6.4Foreclosure17

6.5Application of Proceeds18

6.6Waiver of Certain Rights18

6.7Remedies Cumulative18

6.8Reinstatement18

SECTION 7.MISCELLANEOUS19

7.1Amendments19

7.2Notices19

7.3No Waiver by Course of Conduct; Cumulative Remedies; No Duty19

7.4Enforcement Expenses; Indemnification19

7.5Successors and Assigns20

7.6Set-Off20

7.7Counterparts20

7.8Severability21

7.9Section Headings21

7.10Integration21

7.11GOVERNING LAW ETC21

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Table of Contents
(CONTINUED)

7.12Additional Debtors22

7.13Termination; Releases22

7.14Existing Security Agreement23

SCHEDULES

Schedule 3.3—Organization Information

Schedule 3.4—Certain Collateral

Schedule 3.5—Instruments

Schedule 3.7—Bank Accounts

ANNEXES

Annex I—Security Agreement Supplement

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SECOND AMENDED AND RESTATED SECURITY AGREEMENT

This SECOND AMENDED AND RESTATED SECURITY AGREEMENT dated as of February 26, 2016 (this “Agreement”), is among BASIC ENERGY SERVICES, INC., a Delaware corporation (the “Borrower”), the undersigned subsidiaries of the Borrower (the Borrower and such undersigned subsidiaries collectively being the “Debtors”), and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the benefit of the holders of the Secured Obligations (as defined below).

INTRODUCTION

Reference is made to the Credit Agreement dated as of February 15, 2011 and amended and restated pursuant to the Amended and Restated Credit Agreement dated as of November 26, 2014 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, certain financial institutions which are or may become parties thereto, and Bank of America, N.A., as Administrative Agent.  Pursuant to the Guaranty dated as of February 15, 2011 and amended and restated pursuant to the Amended and Restated Guaranty dated as of November 26, 2014 (as amended, restated or otherwise modified from time to time, the “Guaranty”), made by the Debtors (other than the Borrower) in favor of the Administrative Agent, such Debtors have agreed to guarantee, among other things, the full payment and performance of all of the Borrower’s obligations under the Credit Agreement.

In connection with the Credit Agreement, the Debtors entered into that certain Security Agreement dated as of February 15, 2011 (as amended by a Ratification and Amendment dated as of November 26, 2014, and as amended and restated pursuant to the Amended and Restated Security Agreement dated as of April 21, 2015, the “Existing Security Agreement”), in order to secure the Borrower’s obligations under the Credit Agreement, the Debtors’ obligations under the Guaranty, and all other Secured Obligations (as defined below).

Concurrently herewith, the Borrower, the Other Debtors, the Administrative Agent and the Required Lenders are entering into an Amendment No. 3 to Amended and Restated Credit Agreement amending the Credit Agreement (the “Third Amendment”) pursuant to which, among other things, the Administrative Agent has been authorized to release its security interest in certain collateral under the Existing Security Agreement. In furtherance of the foregoing, the Administrative Agent and the Debtors are entering into this Agreement, which amends and restates the Existing Security Agreement in its entirety.

The Debtors share an identity of interest as members of a combined group of companies and will derive substantial direct and indirect economic and other benefits from the extensions of credit under the Credit Agreement.  Therefore, in consideration of the credit expected to be received in connection with the Credit Agreement, the Debtors jointly and severally agree with the Administrative Agent as follows:

Section 1.

DEFINITIONS

1.1Terms defined above and elsewhere in this Agreement shall have their specified meanings.  Capitalized terms used herein but not defined herein shall have the meanings specified by the Credit Agreement.  All terms used herein and defined in the UCC shall have the same definitions herein as specified therein.

1.2Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Debtor, shall refer to such Debtor’s Collateral or the relevant part thereof.

1.3The following terms shall have the following meanings:

“Collateral” has the meaning specified in Section 2.1.

“Collateral Account” means any deposit account with the Administrative Agent (including any Dominion Account) which is designated, maintained, and under the sole control of the Administrative Agent and is pledged to the Administrative Agent which has been established pursuant to the provisions of this Agreement or the Credit Agreement for the purposes described in this Agreement or the Credit Agreement including collecting, holding, disbursing, or applying certain funds.

“Contracts” shall mean all contracts, undertakings, or agreements (other than rights evidenced by Chattel Paper, Documents or Instruments) to which any Debtor now is, or hereafter will be, bound, or a party, beneficiary or assignee, in any event, including all contracts, undertakings, or agreements in or under which any Debtor may now or hereafter have any right, title or interest, including any agreement relating to the terms of payment or the terms of performance of any Receivable.

“Control Agreement” means any account control agreement entered into pursuant to Section 4.6 of this Agreement.

“Deposit Accounts” means all “deposit accounts” (as defined in the UCC) now or hereafter held in the name of any Debtor, other than any Excluded Account.

“Event of Default” means any “Event of Default” under the Credit Agreement.

“Excluded Accounts” means, collectively, Deposit Accounts that contain only the proceeds of the Term Loan Priority Collateral or the proceeds of loans under the Term Loan Agreement, the Term Loan Escrow Account and the Term Loan Proceeds Collateral Account.

“Excluded Property” means any of the following property or assets of any Debtor:

(a)General Intangibles and Contracts which by their respective express terms prohibit the grant of a security interest, except to the extent such prohibition is ineffective under the UCC;

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(b)permits and licenses to the extent the grant of a security interest therein is prohibited under applicable Law or regulation or by their express terms, except to the extent such prohibition is ineffective under the UCC;

(c)the Term Loan Escrow Account;

(d)the Term Loan Proceeds Collateral Account; and

(e)any other Term Loan Priority Collateral.

“Investment Property” means, other than any shares or equity interests constituting Excluded Property, all investment property now owned or hereafter acquired by any Debtor, wherever located, including (i) all securities, whether certificated or uncertificated, including stocks, bonds, interests in limited liability companies, partnership interests, treasuries, certificates of deposit, and mutual fund shares; (ii) all securities entitlements of any Debtor, including the rights of any Debtor to any Securities Account and the financial assets held by a securities intermediary in such securities account and any free credit balance or other money owing by any securities intermediary with respect to that account; (iii) all Securities Accounts of any Debtor; (iv) all commodity contracts of any Debtor; and (v) all commodity accounts held by any Debtor.

“Payment Item” each check, draft or other item of payment payable to a Debtor, including those constituting proceeds of any Collateral.

“Permitted Liens” means any Liens permitted by Section 7.01 of the Credit Agreement.

“Permitted Prior Liens” means the following:  (i) with respect to Instruments and Deposit Accounts, Liens permitted by clauses (c) and (h) of Section 7.01 of the Credit Agreement and, solely with respect to applicable Deposit Accounts, Liens permitted by clause (f) of Section 7.01 of the Credit Agreement, and (ii) with respect to all other property, Liens permitted by Section 7.01 of the Credit Agreement.

“Proceeds” means all of each Debtor’s present and future (a) proceeds of the Collateral, whether arising from the collection, sale, lease, exchange, assignment, licensing, or other disposition of the Collateral, (b) any and all payments (in any form whatsoever) made or due and payable from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any Governmental Authority (or any person acting under color of governmental authority), (c) claims against third parties for impairment, loss, damage, or impairment of the value of such property, and (d) any and all proceeds of, and all claims for, any insurance, indemnity, warranty or guaranty payable from time to time with respect to any of the Collateral, including any credit insurance with respect to Receivables, in each case whether represented as money, deposit accounts, accounts, general intangibles, securities, instruments, documents, chattel paper, inventory, equipment, fixtures, or goods.

“Receivables” means all of each Debtor’s present and future accounts, accounts from Governmental Authorities, instruments, and general intangibles, including those arising from the provision of services, sale of inventory, or renting of equipment to the customers of any Debtor,

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and rights to payment under all Contracts, income tax refunds, and other rights to the payment of money, together with all of the right, title and interest of any of the Debtors in and to (a) all security pledged, assigned, hypothecated or granted to or held by any of the Debtors to secure the foregoing, (b) all of any of the Debtors’ right, title and interest in and to any goods or services, the sale of which gave rise thereto, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing, (d) all powers of attorney granted to any of the Debtors for the execution of any evidence of indebtedness or security or other writing in connection therewith, (e) all credit information, reports and memoranda relating thereto, and (f) all other writings related in any way to the foregoing.

“Records” means all of each Debtor’s present and future books, accounting records, files, computer files, computer programs, correspondence, credit files, records, ledger cards, invoices, and other records primarily related to any other items of Collateral, including without limitation all similar information stored on a magnetic medium or other similar storage device and other papers and documents in the possession or under the control of any of the Debtors or any computer bureau from time to time acting for any of the Debtors.

“Secured Obligations” means (a) all principal, interest, premium, fees, reimbursements, indemnifications, and other amounts now or hereafter owed by the Borrower under the Credit Agreement, this Agreement, and the other Loan Documents; (b) all amounts now or hereafter owed by the other Debtors under the Guaranty, this Agreement, and the other Loan Documents; (c) all Obligations now or hereafter owed by the Borrower or any other Loan Party to any Hedge Bank with respect to any Swap Contract, (d) all Obligations now or hereafter owed by the Borrower or any other Loan Party to any Cash Management Bank with respect to any Cash Management Agreement, and (e) any increases, extensions, renewals, replacements, and rearrangements of the foregoing obligations under any amendments, supplements, and other modifications of the agreements creating the foregoing obligations, in each case, whether direct or indirect, absolute or contingent.

“Securities Accounts” means all securities accounts (as defined in the UCC) now or hereafter held in the name of any Debtor, other than any Excluded Account.

“Specified ABL Facility Priority Collateral” means all General Intangibles, Chattel Paper, Instruments, Documents, Letter-of-Credit Rights and Commercial Tort Claims, in each case pertaining to the property described in clause (a) and clauses (c) through (g) of the definition of “Collateral.”

“State of Organization” means the jurisdiction of organization of each of the Debtors as listed on Schedule 3.3.

“Supporting Obligations” shall mean all supporting obligations, including letters of credit and guaranties issued in support of Accounts, Chattel Paper, Documents, General Intangibles or Instruments.

“Term Loan Escrow Account” means the “Escrow Account” as defined in the Term Loan Agreement

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“Term Loan Priority Collateral” has the meaning given such term in the Intercreditor Agreement.

“Term Loan Proceeds Collateral Account” means the “Term Loan Proceeds Collateral Account” as defined in the Term Loan Agreement.

“UCC” means the Uniform Commercial Code as in effect on the date hereof in the State of New York, as amended from time to time, and any successor statute.

Section 2.

GRANT OF SECURITY INTEREST

2.1Grant of Security Interest.  Each Debtor hereby grants to the Administrative Agent, or hereby confirms that the Administrative Agent has previously been granted, for the benefit of the holders of the Secured Obligations, a security interest in all of such Debtor’s right, title, and interest in and to the following property (the “Collateral”) to secure the payment and performance of the Secured Obligations:

(a)all Accounts (including unbilled accounts and Accounts which constitute Proceeds of Inventory and are treated as accounts receivable on the books of a Debtor but excluding Accounts arising solely from the sale, lease, license, assignment or other disposition of Term Loan Priority Collateral other than Inventory);

(b)all Specified ABL Facility Priority Collateral;

(c)all Deposit Accounts (other than (i) Deposit Accounts that contain only the Proceeds of the Term Loan Priority Collateral or the proceeds of loans under the Term Loan Agreement, (ii) the Term Loan Escrow Account and (iii) the Term Loan Proceeds Collateral Account) with any bank or other financial institution (including all cash, cash equivalents, financial assets, negotiable instruments and other evidence of payment, and other funds on deposit therein or credited thereto, other than, in each case, to the extent constituting the identifiable Proceeds of Term Loan Priority Collateral);

(d)all Securities Accounts (other than (i) Securities Accounts that contain only the Proceeds of the Term Loan Priority Collateral or the proceeds of loans under the Term Loan Agreement, (ii) the Term Loan Escrow Account and (iii) the Term Loan Proceeds Collateral Account) with any securities intermediary (including any and all Investment Property and all funds or other property held therein or credited thereto, other than, in each case, to the extent constituting the identifiable Proceeds of Term Loan Priority Collateral);

(e)all Commodity Accounts (other than (i) Commodity Accounts that contain only the Proceeds of the Term Loan Priority Collateral or the proceeds of loans under the Term Loan Agreement, (ii) the Term Loan Escrow Account and (iii) the Term Loan Proceeds Collateral Account) with any commodities intermediary (including any and all commodity contracts and all funds and other property held therein or credited thereto, other than, in each case, to the extent constituting the identifiable Proceeds of Term Loan Priority Collateral);

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(f)all accessions to, substitutions for and replacements of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto; and

(g)to the extent not otherwise included, all Proceeds (including without limitation, all insurance proceeds related to the above), Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing;

provided,  however, that notwithstanding anything to the contrary contained herein or in any other Loan Document, this Agreement shall not constitute nor evidence a grant of a security interest, collateral assignment or any other type of Lien in Excluded Property providedfurther, that the Proceeds of Excluded Property shall not constitute Excluded Property solely by virtue of being Proceeds thereof but only to the extent that such Proceeds otherwise independently constitute Excluded Property hereunder.

To the extent that the Collateral is not subject to the UCC, each Debtor collaterally assigns all of such Debtor’s right, title, and interest in and to such Collateral to the Administrative Agent for the benefit of the holders of the Secured Obligations to secure the payment and performance of the Secured Obligations to the full extent that such a collateral assignment is possible under the relevant Law.

2.2Avoidance Limitation.  Notwithstanding Section 2.1 above, the amount of any Debtor’s Secured Obligations that are secured by its rights in Collateral subject to a Lien in favor of the Administrative Agent hereunder or under any other Security Document shall be limited to the extent, if any, required so that the Liens it has granted under this Security Agreement shall not be subject to avoidance under Section 548 of the Bankruptcy Code of the United States or to being set aside or annulled under any applicable Law relating to fraud on creditors.  In determining the limitations, if any, on the amount of any Debtor’s Secured Obligations that are subject to the Lien on such Debtor’s Collateral hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation or contribution which such Debtor may have under the Guaranty, any other agreement or applicable Law shall be taken into account.

2.3Debtors Remain Liable.  Anything herein to the contrary notwithstanding:  (a) each Debtor shall remain liable under the Contracts included in the Collateral to the extent set forth therein to perform such Debtor’s obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by the Administrative Agent of any rights hereunder shall not release any Debtor from any obligations under the Contracts included in the Collateral; and (c) the Administrative Agent shall not have any obligation under the Contracts included in the Collateral by reason of this Agreement, nor shall the Administrative Agent be obligated to perform or fulfill any of the obligations of any Debtor thereunder, including any obligation to make any inquiry as to the nature or sufficiency of any payment any Debtor may be entitled to receive thereunder, to present or file any claim, or to take any action to collect or enforce any claim for payment thereunder.

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Section 3.

REPRESENTATIONS AND WARRANTIES

To induce the Lenders to make Credit Extensions to the Borrower under the Credit Agreement, each Debtor hereby represents and warrants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, that:

3.1Title; No Other Liens.  Except for the security interests granted to the Administrative Agent for the benefit of the holders of the Secured Obligations pursuant to this Agreement and the other Permitted Liens, such Debtor owns each item of the Collateral free and clear of any and all Liens or claims of others.  No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such (a) as have been filed in favor of the Administrative Agent, for the ratable benefit of the holders of the Secured Obligations, pursuant to this Agreement, and (b) as are permitted by the Credit Agreement.

3.2Perfected First Priority Liens.  The security interests granted pursuant to this Agreement (a) based upon the filing of a financing statement with respect to each Debtor describing the Collateral in the office located in the jurisdiction listed on Schedule 3.3 opposite such Debtor, and the taking of all applicable actions in respect of perfection contemplated by Sections 4.5,  4.6, and 4.8 in respect of Collateral, will constitute valid perfected security interests in all of the Collateral subject to Article 9 of the UCC in favor of the Administrative Agent, for the benefit of the holders of the Secured Obligations, as collateral security for such Debtor’s Obligations, enforceable in accordance with the terms hereof  and the UCC against all creditors of such Debtor and any Persons purporting to purchase any Collateral from such Debtor and (b) are prior to all other Liens on the Collateral except for Permitted Prior Liens (and subject to the limitations on perfection and method of perfection provided in Section 5).

3.3Debtor’s Legal Name; Jurisdiction of Organization; Chief Executive Office.  On the date of this Agreement, each Debtor’s exact legal name is set forth on the signature page hereof, and from and after an amendment or modification thereto, on a written notification delivered to the Administrative Agent pursuant to Section 4.4.  On the date hereof, such Debtor’s jurisdiction of organization, type of organization, identification number from the jurisdiction of organization (if any), and the location of such Debtor’s chief executive office or sole place of business or principal residence, as the case may be, are specified on Schedule 3.3.

3.4Certain Collateral.  None of the Collateral constitutes, or is the Proceeds of, farm products and none of the Collateral has been purchased for, or will be used by any Debtor primarily for personal, family or household purposes.  Except as set forth on Schedule 3.4 or otherwise notified to the Administrative Agent pursuant to Section 4.8:

(a)none of the account debtors or other persons obligated on any of the Collateral of such Debtor is a Governmental Authority subject to the Federal Assignment of Claims Act or like federal or state statute or rule in respect of such Collateral of the type described in Section 4.8(a); and

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(b)such Debtor holds no commercial tort claims.

3.5Chattel Paper and Instruments.  Each of the Instruments and Chattel Paper pledged by such Debtor hereunder constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable 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.  Schedule 3.5 lists all of the Instruments issued to or held by each Debtor as of the Third Amendment Effective Date.

3.6Receivables.

(a)No amount payable to such Debtor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the Administrative Agent to the extent required by Section 5.

(b)The amounts represented by such Debtor to the Secured Parties from time to time as owing to such Debtor in respect of the Receivables will at such times be accurate in all material respects.

(c)With respect to each Account that is shown as an Eligible Account in a Borrowing Base Certificate submitted to the Administrative Agent:

(i)it is genuine and in all respects what it purports to be, and is not evidenced by a judgment;

(ii)it arises out of a completed, bona fide sale and delivery of goods or rendition of services in the ordinary course of business, and substantially in accordance with any purchase order, contract or other document relating thereto;

(iii)it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of services, a copy of which has been furnished or is available to the Administrative Agent on request;

(iv)no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except discounts or allowances granted in the ordinary course of business that are reflected in the reports submitted to the Administrative Agent hereunder; and

(v)to the best of the applicable Debtor’s knowledge, (x) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account; (y) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable Debtor’s customary credit standards, is solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (z) there are no proceedings or actions threatened or pending against any Account Debtor that could reasonably be expected to have a material adverse effect on the Account Debtor’s financial condition.

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3.7Bank Accounts.  Schedule 3.7 lists all Deposit Accounts, Securities Accounts, commodities accounts and other bank accounts maintained by or for the benefit of any Debtor as of the Third Amendment Effective Date” with any bank or financial institution together with the approximate outstanding balance in such Deposit Account, Securities Account and other bank account as of the date hereof.

Section 4.

COVENANTS AND AGREEMENTS

Each Debtor covenants and agrees with the Administrative Agent and the holders of the Secured Obligations that, from and after the date of this Agreement until this Agreement terminates in accordance with Section 7.13(a):

4.1Covenants in Credit Agreement.  Such Debtor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Debtor or any of its Subsidiaries.

4.2Maintenance of Insurance.  Such Debtor will comply with the provisions of the Credit Agreement governing the maintenance of insurance for any of its assets constituting Collateral.  All policies representing liability insurance of the Debtors shall name the Administrative Agent as additional insured in a form reasonably satisfactory to the Administrative Agent and all policies representing casualty insurance of the Debtors insuring Collateral shall name the Administrative Agent as loss payee in a form reasonably satisfactory to the Administrative Agent.

4.3Maintenance of Perfected Security Interest; Further Documentation; Filing Authorization; Further Assurances; Power of Attorney.

(a)Such Debtor shall maintain the security interest created by this Agreement as a perfected first priority security interest prior to all other Liens other than Permitted Prior Liens (and subject to the limitations on perfection and method of perfection provided in Section 5) and shall defend such security interest against the claims and demands of all Persons whomsoever.

(b)Such Debtor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the assets and property of such Debtor and such other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail.

(c)Subject in each case to Section 5, each Debtor further agrees to take any other action reasonably requested by the Administrative Agent to insure the attachment, perfection and priority of, and the ability of the Administrative Agent to enforce, the security interest in any and all of the Collateral including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that any Debtor’s signature thereon is required therefor; (ii) complying with any provision of any statute, regulation or treaty of the United States or any

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other country as to any Collateral if compliance with such provision is a condition to the attachment, perfection or priority of, or the ability of the Administrative Agent to enforce, the security interest in such Collateral; and (iii) taking all actions required by the UCC or by other law, as applicable in any relevant Uniform Commercial Code jurisdiction, or by other law as applicable in any foreign jurisdiction.

(d)Each Debtor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any jurisdiction in which the Uniform Commercial Code has been adopted any initial financing statements and amendments thereto that describe the Collateral in a manner generally consistent with Section 2.1 and contain any other information required by the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment.  Each Debtor agrees to furnish any such information to the Administrative Agent promptly upon request.  Each Debtor also ratifies its authorization for the Administrative Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof and in respect of this Agreement.

(e)During the existence of an Event of Default,

(i)At Administrative Agent’s request, each Debtor shall take any actions reasonably requested by Administrative Agent with respect to such Event of Default, including diligently endeavoring to cure any material defect existing or claimed with respect to any Collateral, and taking all reasonably necessary and desirable steps for the defense of any legal proceedings affecting any Collateral, including the employment of counsel, the prosecution or defense of litigation, and the release or discharge of all adverse claims;

(ii)Administrative Agent, whether or not named as a party to any legal proceedings, is authorized to take any additional steps as Administrative Agent deems necessary or desirable for the defense of any such legal proceedings or the protection of the validity or priority of this Agreement and the liens, security interests, and assignments created hereunder, including the employment of independent counsel, the prosecution or defense of litigation, the compromise or discharge of any adverse claims made with respect to any Collateral and the payment or removal of prior liens or security interests, and the reasonable expenses of Administrative Agent in taking such action shall be paid by the Debtors; and

(iii)Each Debtor agrees that, if such Debtor fails to perform under this Agreement or any other Loan Document, Administrative Agent may, but shall not be obligated to, perform such Debtor’s obligations under this Agreement or such other Loan Document, and any reasonable expenses incurred by Administrative Agent in performing such Debtor’s obligations shall be paid by such Debtor.  Any such performance by Administrative Agent may be made by Administrative Agent in reasonable reliance on any statement, invoice, or claim, without inquiry into the validity or accuracy thereof.  The amount and nature of any expense of Administrative Agent hereunder shall be conclusively established by a certificate of any officer of Administrative Agent absent manifest error.

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(f)Each Debtor hereby irrevocably constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent) as such Debtor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this clause (f).  The Administrative Agent, or the Administrative Agent’s designee, may, without notice and in either its or a Debtor’s name, but at the cost and expense of Debtors:

(i)Endorse a Debtor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into the Administrative Agent’s possession or control; and

(ii)During an Event of Default, (a) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (b) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (c) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as the Administrative Agent deems advisable; (d) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (e) prepare, file and sign a Debtor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (f) receive, open and dispose of mail addressed to a Debtor; (g) endorse any Chattel Paper, Document, Instrument, bill of lading, or other document or agreement relating to any Accounts or other Collateral; (h) use a Debtor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (i) use information contained in any data processing, electronic or information systems relating to Collateral; (j) make and adjust claims under insurance policies; (k) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Debtor is a beneficiary; and (l) take all other actions as the Administrative Agent deems appropriate to fulfill any Debtor’s obligations under the Loan Documents; provided that, nothing in this paragraph shall provide the Administrative Agent with authority to take any action with respect to any Account arising solely from the sale, lease, license, assignment or other disposition of Term Loan Priority Collateral other than Inventory.

4.4Changes in Name, etc.  Such Debtor will not, except upon 10 days’ prior written notice to the Administrative Agent (or such shorter period as may be agreed to by the Administrative Agent in its sole discretion) and the taking of all actions and the execution of all documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein:  (a) change its type of organization, jurisdiction of organization or other legal structure from that referred to in Section 3.3, (b) change its organizational number if it has one, or (c) change its name.

4.5Delivery of Instruments, Chattel Paper, and Documents.  If any amount payable under or in connection with any of the Collateral is or becomes evidenced by any Instrument or Chattel Paper, such Instrument or Chattel Paper shall, to the extent required by Section 5, be immediately delivered to the Administrative Agent, duly indorsed in a manner reasonably satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement.  If

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any goods are or become covered by a negotiable Document, such Document shall, to the extent required by Section 5, be immediately delivered to the Administrative Agent to be held as Collateral pursuant to this Agreement.

4.6Deposit Accounts.

(a)For each Deposit Account listed on Schedule 3.7 that has a balance of $250,000 or more as of the date hereof (other than an account exclusively used for payroll, payroll taxes or employee benefits), the Debtor maintaining such Deposit Account will take any actions requested by the Administrative Agent to enable the Administrative Agent to obtain “control” (within the meaning of Section 9-104 of the UCC) with respect thereto, including the execution of Control Agreements reasonably acceptable to the Administrative Agent.

(b)For each Deposit Account created by a Debtor after the date hereof, the Debtor creating and maintaining such Deposit Account shall provide 10 days written notice (or such lesser period as the Administrative Agent may agree) to the Administrative Agent prior to the creation of such Deposit Account and, if at the time of its creation, such Deposit Account (other than an account exclusively used for payroll, payroll taxes or employee benefits) has a balance of $250,000 or more, take any actions requested by the Administrative Agent to enable the Administrative Agent to obtain “control” (within the meaning of Section 9-104 of the UCC) with respect thereto, including the execution of Control Agreements reasonably acceptable to the Administrative Agent.

(c)Notwithstanding the foregoing, (i) if the collective balance of any Deposit Accounts (excluding accounts exclusively used for payroll, payroll taxes or employee benefits) not subject to the Administrative Agent’s “control” at any time equals or exceeds $2,000,000, then the Debtors maintaining such Deposit Accounts shall take such action as is necessary to enable the Administrative Agent to obtain “control” with respect to such Deposit Accounts, including the execution of Control Agreements reasonably acceptable to the Administrative Agent, such that, after giving effect thereto, the collective balance of all such Deposit Accounts not subject to the Administrative Agent’s “control” is less than $2,000,000 and (ii) the Administrative Agent agrees with each Debtor that the Administrative Agent will not give any instructions to a depositary bank directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from any Debtor, unless a Cash Dominion Trigger Period is in effect.

(d)The Debtors shall maintain Dominion Accounts pursuant to lockbox or other arrangements acceptable to the Administrative Agent.  The Debtors shall obtain an agreement (in form and substance satisfactory to the Administrative Agent) from each lockbox servicer and Dominion Account bank, establishing the Administrative Agent’s control over and Lien in the lockbox or Dominion Account, which may be exercised by the Administrative Agent only during any Cash Dominion Trigger Period, requiring immediate deposit of all remittances received in the lockbox to a Dominion Account, and waiving offset rights of such servicer or bank, except for customary administrative charges and chargebacks.  If a Dominion Account is not maintained with Bank of America, the Administrative Agent may, during any Cash Dominion Trigger Period, require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of America.  The Administrative Agent and the Lenders assume

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no responsibility to the Debtors for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any Payment Items accepted by any bank.

(e)The Debtors shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts (other than Accounts arising solely from the sale, lease, license, assignment or other disposition of Term Loan Priority Collateral other than Inventory) or otherwise relating to Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account).  If any Debtor receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for the Administrative Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account.

4.7Modifications of Receivables, Chattel Paper, Instruments and Payment Intangibles; Administration of Accounts.

(a)No Debtor will, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed):  (i) compromise or grant any extension of the time of payment of any of the Collateral consisting of Receivables, Chattel Paper, Instruments or payment intangibles, (ii) settle the same for less than the full amount thereof, (iii) release, wholly or partly, any obligor liable for the payment thereof or (iv) allow any credit or discount whatsoever thereon; provided, that so long as no Event of Default has occurred and is continuing, this Section 4.7 shall not restrict any extensions, credits, discounts, compromises or settlements granted or made by any Debtor in the ordinary course of such Debtor’s business and consistent with such prudent practices used in industries that are the same as or similar to those in which such Debtor is engaged.

(b)Each Debtor shall keep accurate and complete records of all Accounts, including all payments and collections thereon, and shall submit to the Administrative Agent sales, collection, reconciliation and other reports in form satisfactory to the Administrative Agent, on such periodic basis as the Administrative Agent may request.  The Borrower shall also provide to the Administrative Agent, concurrently with the delivery of each Borrowing Base Certificate, a detailed aged trial balance of all Accounts as of the end of the period covered by such Borrowing Base Certificate, specifying each Account’s Account Debtor name and address, amount, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of delivery, copies of invoices and invoice registers, copies of related documents, repayment histories, status reports and other information as the Administrative Agent may reasonably request.  If Accounts (other than Accounts arising solely from the sale, lease, license, assignment or other disposition of Term Loan Priority Collateral other than Inventory) in an aggregate face amount of $2,500,000 or more cease to be Eligible Accounts (other than as a result of an increase in aging beyond the eligibility limits), the Borrower shall notify the Administrative Agent of such occurrence promptly (and in any event within one Business Day) after the Borrower has knowledge thereof.

(c)If an Account of a Debtor includes a charge for any Taxes, the Administrative Agent is authorized, in its discretion, to pay the amount thereof to the proper taxing authority for the account of such Debtor and, if not collected from the relevant account debtor, to charge Debtor therefor; provided,  however, that neither the Administrative Agent nor

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the Lenders shall be liable for any Taxes that may be due from the Debtor or with respect to any Collateral.

(d)Whether or not a Default or Event of Default exists, the Administrative Agent shall have the right at any time, in the name of the Administrative Agent, any designee of the Administrative Agent or any Debtor, to verify the validity, amount or any other matter relating to any Account of the Debtors by mail, telephone or otherwise.  The Debtors shall cooperate fully with the Administrative Agent in an effort to facilitate and promptly conclude any such verification process.

4.8Actions With Respect to Certain Collateral.

(a)If any of the account debtors or other Persons obligated on any of the Receivables, Chattel Paper, Instruments or payment intangibles with a value in excess of $5,000,000, or on any Contract with a value in excess of $5,000,000 in any twelve month period, is or becomes a governmental authority subject to the Federal Assignment of Claims Act or like federal or state statute or rule in respect of such Collateral, Debtor shall promptly (i) notify the Administrative Agent in a writing signed by such Debtor that such account debtor or other Person obligated on such Collateral is a Governmental Authority subject to the Federal Assignment of Claims Act or like federal or state statute or rule and (ii) take all actions reasonably required by the Administrative Agent to insure the attachment, perfection or priority of, or the ability of the Administrative Agent to enforce, the security interest in such Collateral.

(b)If any Debtor shall at any time hold or acquire a commercial tort claim with a value in excess of $5,000,000, such Debtor shall promptly notify the Administrative Agent in a writing signed by such Debtor of the brief details thereof and grant to the Administrative Agent in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Security Agreement, with such writing to be in form and substance reasonably satisfactory to the Administrative Agent.  Notwithstanding the foregoing, any such security interest in commercial tort claims shall, prior to the occurrence of an Event of Default (and after the occurrence of an Event of Default unless the Administrative Agent has demanded the attachment of such security interest thereto), not be required to attach to the extent the value of any such commercial tort claim does not exceed $5,000,000.

Section 5.

LIMITATION ON PERFECTION OF SECURITY INTEREST

5.1Chattel Paper and Instruments.  The perfection of the security interest granted in Section 2 above in, respectively, Chattel Paper (whether tangible or electronic) and Instruments will, prior to the occurrence of an Event of Default (and after the occurrence of an Event of Default unless the Administrative Agent has required that further actions are taken with respect to the perfection thereof), be effected solely by filing an appropriate financing statement under the applicable Uniform Commercial Code so long as (a) with respect to all Chattel Paper and Instruments, the aggregate face amount of all such Chattel Paper and Instruments does not exceed $5,000,000 and (b) with respect to any individual Chattel Paper or Instrument, the face amount thereof does not exceed $2,500,000.  Notwithstanding the foregoing, if no Event of

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Default exists, then upon the request of any Debtor the Administrative Agent shall deliver any Chattel Paper or Instrument in its possession to that Debtor if that Debtor requires possession in order to collect such Chattel Paper or Instrument.

5.2Documents.  The perfection of the security interest granted in Section 2 above in Documents will, prior to the occurrence of an Event of Default (and after the occurrence of an Event of Default unless the Administrative Agent has required that further actions are taken with respect to the perfection thereof), be effected solely by filing an appropriate financing statement under the applicable Uniform Commercial Code so long as (a) the aggregate value of the goods covered by all such Documents does not exceed $10,000,000 and (b) the value of the goods covered by any individual Document does not exceed $5,000,000.

5.3Letter of Credit Rights.  The perfection of the security interest granted in in Letter-of-Credit Rights will be required only with respect to (a) solely following the occurrence of an Event of Default and request by the Administrative Agent, any individual Letter-of-Credit Right the face amount of which exceeds $2,500,000 and (b) any Letter of Credit Rights constituting Supporting Obligations.

Section 6.

REMEDIAL PROVISIONS

During the existence of an Event of Default, the Administrative Agent may, at the Administrative Agent’s option, exercise one or more of the remedies specified elsewhere in this Agreement or the following remedies:

6.1General Interim Remedies.

(a)To the extent permitted by Law and subject to the Intercreditor Agreement, the Administrative Agent may exercise all the rights and remedies of a secured party under the UCC.

(b)The Administrative Agent may prosecute actions in equity or at law for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted or for the enforcement of any other appropriate legal or equitable remedy.

(c)The Administrative Agent may require any Debtor to promptly assemble any tangible Collateral of such Debtor and make it available to the Administrative Agent at a place to be designated by the Administrative Agent.  The Administrative Agent may occupy any premises owned or leased by any Debtor where the Collateral is assembled for a reasonable period in order to effectuate the Administrative Agent’s rights and remedies hereunder or under law, without obligation to any Debtor with respect to such occupation.

6.2Receivables, Chattel Paper, Instruments and Payment Intangibles.  Without limiting any other rights of the Administrative Agent under the Loan Documents, during the existence of an Event of Default, the Administrative Agent may establish Collateral Accounts (including additional Dominion Accounts) for the purpose of collecting the payments due to the

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Debtors under any Contracts or otherwise with respect to the Receivables, Chattel Paper, Instruments and/or payment intangibles and holding the proceeds thereof, and may, or may direct the Debtors to, instruct all makers and/or all obligors with respect thereto to make all payments with respect to such Collateral directly to the Administrative Agent for deposit into such Collateral Account.  After such direction to the Debtors, all payments, whether of principal, interest, or other amounts, under any Contracts or otherwise with respect to the Receivables, Chattel Paper, Instruments and/or payment intangibles shall be directed to such Collateral Accounts until such direction is revoked in writing by the Administrative Agent.  All such payments which may from time to time come into the possession of any Debtor shall be held in trust for the Administrative Agent, segregated from the other funds of such Debtor, and delivered to the Administrative Agent immediately in the form received with any necessary endorsement for deposit into such Collateral Account, such delivery in no event to be later than one Business Day after receipt thereof by the applicable Debtor.  Each Debtor agrees to execute any documents reasonably requested by the Administrative Agent to create any Collateral Account and pledge it to the Administrative Agent.  In connection with the foregoing, the Administrative Agent shall have the right at any time during the existence of an Event of Default to take any of the following actions, in the Administrative Agent’s own name or in the name of the applicable Debtor:  compromise or extend the time for payment of any payments due with respect to any Instrument or Chattel Paper upon such terms as the Administrative Agent may reasonably determine; endorse the name of the applicable Debtor, on checks, instruments, or other evidences of payment with respect to any such Collateral; make written or verbal requests for verification of amount owing on any such Collateral from the maker thereof or obligor thereunder; open mail addressed to such Debtor which the Administrative Agent reasonably believes relates to any such Collateral, and, to the extent of checks or other payments with respect to any such Collateral, dispose of same in accordance with this Agreement; take action in the Administrative Agent’s name or the applicable Debtor’s name, to enforce collection; and take all other action necessary to carry out this Agreement and give effect to the Administrative Agent’s rights hereunder.  Costs and expenses incurred by the Administrative Agent in collection and enforcement of amounts owed under any Contracts or otherwise with respect to the Receivables, Chattel Paper, Instruments and/or payment intangibles, including attorneys’ fees and out-of-pocket expenses, shall be reimbursed by the applicable Debtor to the Administrative Agent on demand.  If at any time no Cash Dominion Trigger Period exists, then upon request of the Borrower the Administrative Agent shall promptly revoke any instructions to account debtors to make payment to the Collateral Accounts and shall pay the amounts in the Collateral Accounts to the Debtors as their interests may appear.

6.3Contracts.  During the existence of an Event of Default, the Administrative Agent may, at its option, exercise one or more of the following remedies with respect to the Contracts that constitute Collateral:

(a)(i) take any action permitted under Section 6.2 and (ii) in the place and stead of the applicable Debtor, exercise any other rights of such Debtor under the Contracts in accordance with the terms thereof.  Without limitation of the foregoing, each Debtor agrees that under the foregoing circumstances, the Administrative Agent may give notices, consents and demands and make elections under the Contracts, modify or waive the terms of the Contracts and enforce the Contracts, in each case, to the same extent and on the same terms as such Debtor might have done in accordance with the terms of such Contracts and applicable Law.  It is

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understood and agreed that notwithstanding the exercise of such rights and/or the taking or such actions by the Administrative Agent, such Debtor shall remain liable for performance of its obligations under the Contracts; and

(b)upon receipt by the Administrative Agent of notice from any counterparty to any Contract of such Person’s intent to terminate such Contract, the Administrative Agent shall be entitled to (i) cure or cause to be cured the condition giving rise to such Person’s right of termination of such Contract, or (ii) acquire and assume (or assign and cause the assumption by a third party of) the rights and obligations of the applicable Debtor under such Contract.

6.4Foreclosure.

(a)The Administrative Agent may foreclose on the Collateral in any manner permitted by the courts of or in the State of New York or the jurisdiction in which any Collateral is located.  If the Administrative Agent should institute a suit for the collection of the Secured Obligations and for the foreclosure of this Agreement, the Administrative Agent may at any time before the entry of a final judgment dismiss the same, and take any other action permitted by this Agreement.

(b)To the extent permitted by law, the Administrative Agent may exercise all the foreclosure rights and remedies of a secured party under the UCC.  In connection therewith, the Administrative Agent may sell any Collateral at public or private sale, at the office of the Administrative Agent or elsewhere, for cash or credit and upon such other terms as the Administrative Agent deems commercially reasonable.  The Administrative Agent may sell any Collateral at one or more sales, and the security interest granted hereunder shall remain in effect as to the unsold portion of the Collateral.  Each Debtor agrees that to the extent permitted by law such sales may be made without notice.  If notice is required by law, each Debtor hereby deems ten days advance notice of the time and place of any public or private sale reasonable notification, recognizing that if any portion of the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, shorter notice may be reasonable.  The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  The Administrative Agent may adjourn any sale by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was adjourned.  In the event that any sale hereunder is not completed or is defective in the opinion of the Administrative Agent, the Administrative Agent shall have the right to cause subsequent sales to be made hereunder.  Any statements of fact or other recitals made in any bill of sale, assignment, or other document representing any sale hereunder, including statements relating to the occurrence of an Event of Default, acceleration of the Secured Obligations, notice of the sale, the time, place, and terms of the sale, and other actions taken by the Administrative Agent in relation to the sale may be conclusively relied upon by the purchaser at any sale hereunder.  The Administrative Agent may delegate to any agent the performance of any acts in connection with any sale hereunder, including the sending of notices and the conduct of the sale.

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6.5Application of Proceeds.

(a)Unless otherwise specified herein, any cash proceeds received by the Administrative Agent from the sale of, collection of, or other realization upon any part of the Collateral or any other amounts received by the Administrative Agent hereunder may be, at the reasonable discretion of the Administrative Agent (i) held by the Administrative Agent in one or more Collateral Accounts as cash collateral for the Secured Obligations or (ii) applied to the Secured Obligations.

(b)Amounts applied to the Secured Obligations shall be applied in the following order:

First, to the payment of the costs and expenses of exercising the Administrative Agent’s rights hereunder, whether expressly provided for herein or otherwise; and

Second, to the payment of the Secured Obligations in the order set forth in Section 8.03 of the Credit Agreement.

Any surplus cash collateral or cash proceeds held by the Administrative Agent after payment in full of the Secured Obligations and the termination of any commitments of the Administrative Agent to any Debtor, and following any further application of such amounts required to be provided to the Secured Parties (as defined in the Term Loan Agreement) pursuant to the Intercreditor Agreement, shall be paid over to such Debtor or to whomever may be lawfully entitled to receive such surplus.

6.6Waiver of Certain Rights.  To the full extent each Debtor may do so, such Debtor shall not insist upon, plead, claim, or take advantage of any law providing for any appraisement, valuation, stay, extension, or redemption, and such Debtor hereby waives and releases the same, and all rights to a marshaling of the assets of such Debtor, including the Collateral of such Debtor, or to a sale in inverse order of alienation in the event of foreclosure of the liens and security interests hereby created.  Such Debtor shall not assert any right under any law pertaining to the marshaling of assets, sale in inverse order of alienation, the administration of estates of decedents or other matters whatever to defeat, reduce, or affect the right of the Administrative Agent under the terms of this Agreement.

6.7Remedies Cumulative.  The Administrative Agent’s remedies under this Agreement and the Loan Documents to which any Debtor is a party shall be cumulative, and no delay in enforcing this Agreement and the Loan Documents to which any Debtor is a party shall act as a waiver of the Administrative Agent’s rights hereunder.

6.8Reinstatement.  The obligations of each Debtor under this Agreement shall continue to be effective or automatically be reinstated, as the case may be, if at any time payment of any of the Secured Obligations is rescinded or otherwise must be restored or returned by the Administrative Agent upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Debtor or any other obligor or otherwise, all as though such payment had not been made.

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Section 7.

MISCELLANEOUS

7.1Amendments.  None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 10.01 of the Credit Agreement.  No consent of any Hedge Bank or any Cash Management Bank (except in such Person’s capacity as a Lender, if applicable) shall be required for any waiver, amendment, supplement or other modification to this Agreement.

7.2Notices.  All notices, requests and demands to or upon the Administrative Agent hereunder shall be in writing and effected in the manner provided for in Section 10.02 of the Credit Agreement.  All notices, requests and demands hereunder to any Debtor shall be in writing and given to it at its address or telecopy number set forth in Schedule 10.02 to the Credit Agreement or at such other address in the United States as may be specified by such Debtor in a written notice delivered to the Administrative Agent in accordance with Section 10.02 of the Credit Agreement.

7.3No Waiver by Course of Conduct; Cumulative Remedies; No Duty.  No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent, any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  A waiver by the Administrative Agent of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Administrative Agent would otherwise have on any future occasion.  The rights and remedies provided herein and in the other Loan Documents are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.  The powers conferred on Administrative Agent under this Agreement are solely to protect Administrative Agent’s rights under this Agreement and shall not impose any duty upon it to exercise any such powers.  Except as elsewhere provided hereunder, Administrative Agent shall have no duty as to any of the Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to the Collateral.

7.4Enforcement Expenses; Indemnification.

(a)Each Debtor agrees to pay, or reimburse the Administrative Agent and each holder of the Secured Obligations for, all costs and expenses incurred in connection with the enforcement, attempted enforcement, exercise, or preservation of any rights or remedies under this Agreement or the other Loan Documents to which such Debtor is a party (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all attorney fees.

(b)Each Debtor agrees to pay, and to indemnify and hold the Administrative Agent and each holder of the Secured Obligations harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes

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which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.

(c)Each Debtor agrees to pay, and to indemnify and hold the Administrative Agent, each holder of the Secured Obligations, and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) harmless from, any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including the fees, charges and disbursements of any counsel for any Indemnitee) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with the execution, delivery, enforcement, performance or administration of any Guaranty, this Agreement, or any Loan Document to which such Debtor is a party, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee;  provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(d)All amounts due under this Section 7.4 shall be payable upon demand therefor. The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

7.5Successors and Assigns.  This Agreement shall be binding upon the successors and assigns of each Debtor and shall inure to the benefit of the Administrative Agent and the holders of the Secured Obligations and their successors and assigns; provided that no Debtor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent.

7.6Set-Off.  Each Debtor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time upon the occurrence and during the continuance of any Event of Default, without prior notice to such Debtor or any other Loan Party, any such notice being waived by such Debtor to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Debtor against any and all Obligations owing to such Lender under the Credit Agreement, any Guaranty, or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand for payment and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness.  Any such set-off shall be subject to the notice requirements of Section 10.08 of the Credit Agreement; provided,  however, that the failure to give such notice shall not affect the validity of such set-off and application.

7.7Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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7.8Severability.  If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

7.9Section Headings.  The Section headings used in this Agreement are included for convenience of reference only and shall not affect the interpretation of this Agreement.

7.10Integration.  This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter.

7.11GOVERNING LAW ETC.

(a)GOVERNING LAW.  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.

(b)SUBMISSION TO JURISDICTION.  EACH DEBTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)WAIVER OF VENUE.  EACH DEBTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR

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RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 7.2.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

(e)WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

7.12Additional Debtors.  Each Subsidiary of the Borrower that is required to become a party to this Agreement after the date hereof pursuant to Section 6.12 of the Credit Agreement shall become a Debtor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an instrument in the form of Annex I hereto.

7.13Termination; Releases.

(a)This Security Agreement and the security interest created hereby shall terminate upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), at which time the Administrative Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents which the Debtors shall reasonably request from time to time to evidence such termination.  Any execution and delivery of termination statements or documents pursuant to this Section 7.13(a) shall be without recourse to or warranty by the Administrative Agent.

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(b)Any Debtor other than the Borrower shall automatically be released from its obligations hereunder and the security interest granted hereby in the Collateral of such Debtor shall be automatically released in the event that all the Equity Interests of such Debtor shall be sold, transferred or otherwise disposed of to a Person other than a Loan Party or a Subsidiary of a Loan Party in a transaction permitted by the Credit Agreement; provided that, to the extent required by the Credit Agreement, the Required Lenders or, if required by the terms of the Credit Agreement, such other requisite number of Lenders, shall have consented to such sale, transfer or other disposition and the terms of such consent did not provide otherwise.  If any of the Collateral shall be sold, transferred or otherwise disposed of by any Debtor in a transaction permitted by the Credit Agreement the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided,  however, that such security interest will continue to attach to all proceeds of such sales or other dispositions.  In connection with any of the foregoing, the Administrative Agent shall deliver to the Debtors any Collateral then in its possession and shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents that the Debtors shall reasonably request from time to time to evidence such termination.  Any execution and delivery of termination statements or documents pursuant to this Section 7.13(b) shall be without recourse to or warranty by the Administrative Agent.

(c)No consent of any Hedge Bank or any Cash Management Bank (except in such Person’s capacity as a Lender, if applicable) shall be required for any release of Collateral or Debtors pursuant to this Section.

(d)Each Debtor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Administrative Agent subject to such Debtor’s rights under Section 9-509(d)(2) of the UCC.

7.14Existing Security Agreement.  The Existing Security Agreement is hereby amended and restated in its entirety by this Agreement, and all Liens in the Collateral created by the Existing Security Agreement are automatically renewed and continued.

7.15Intercreditor Agreement.  Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Administrative Agent pursuant to this Agreement, and the exercise of any right or remedy by the Administrative Agent hereunder, are subject in all respects to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.

[Signature pages follow.]

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EXECUTED as of the date first above written.

BANK OF AMERICA, N.A.,
as Administrative Agent

By:  /s/Hance VanBeber

Name:Hance VanBeber

Title:Senior Vice President

Signature Page to Second Amended and Restated Security Agreement
Basic Energy Services, Inc.

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 SERVICES, 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/Alan Krenek

Name: Alan Krenek

Title:Senior Vice President, Chief Financial Officer, Treasurer and Secretary

BASIC ENERGY SERVICES LP, LLC

By:  /s/Jerry Tufly

Name:Jerry Tufly

Title:Sole Manager and President

Signature Page to Second Amended and Restated Security Agreement
Basic Energy Services, Inc.

BASIC ENERGY SERVICES, L.P.

By:BASIC ENERGY SERVICES GP, LLC, its General Partner

By:BASIC ENERGY SERVICES, INC., its Sole Member

By:  /s/Alan Krenek

Name:Alan Krenek

Title:Senior Vice President, Chief Financial Officer, Treasurer and Secretary

TAYLOR INDUSTRIES, LLC

By:  /s/Alan Krenek

Name:Alan Krenek

Title:Senior Vice President, Chief Financial Officer, Treasurer and Secretary

Signature Page to Second Amended and Restated Security Agreement
Basic Energy Services, Inc.

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  to Security Agreement

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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  to Security Agreement

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Schedule 3.4

CERTAIN COLLATERAL

None.

Schedule 3.4 to Security Agreement

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Schedule 3.5

PLEDGED INSTRUMENTS

None.

Schedule  to Security Agreement

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Annex Ito the
Security Agreement

This SUPPLEMENT NO. [  ] dated as of [                                ] (this “Supplement”), is delivered in connection with (a) the Second Amended and Restated Security Agreement dated as of February 26, 2016 (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 Amended and Restated Guaranty dated as of November 26, 2014 (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 Amended and Restated Credit Agreement dated as of November 26, 2014 (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 or the amendment thereof.  Section 7.12 of the Security Agreement and Section 18 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 Subsidiary (the “New Debtor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Debtor under the Security Agreement and a Guarantor 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 Debtor agree as follows:

Section 1.In accordance with Section 7.12 of the Security Agreement, the 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 the 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 Debtor.  In furtherance of the foregoing, the 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

to Security Agreement

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holders of the Secured Obligations, a security interest in and lien on all of the New Debtor’s right, title and interest in and to the Collateral of the New Debtor.  Each reference to a “Debtor” in the Security Agreement shall be deemed to include the New Debtor.

Section 2.In accordance with Section 18 of the Guaranty, the 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 the 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 Debtor.

Section 3.The 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 Agreement 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 AND GOVERNED BY, 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 the 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 the New Debtor set forth under its signature below.

Section 8.The 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.

to Security Agreement

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

[Name of New Debtor],

By: 

Name: 

Title: 

Address: 

BANK OF AMERICA, N.A., as Administrative Agent

By: 

Name: 

Title: 

Address: 

to Security Agreement

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Supplemental Schedules
to the Security Agreement

to Security Agreement

-1-

EX-10.4

Exhibit 10.4

Execution Version

SECURITY AGREEMENT

Dated as of February 26, 2016

among

BASIC ENERGY SERVICES, INC.

and the other Debtors parties hereto

in favor of

U.S. BANK NATIONAL ASSOCIATION,
as Administrative Agent

TABLE OF CONTENTS

Page

ARTICLE 1

DEFINITIONS

Section 1.01.  1

Section 1.02.  1

Section 1.03.  2

ARTICLE 2

GRANT OF SECURITY INTEREST

Section 2.01.  Grant of Security Interest8

Section 2.02.  Avoidance Limitation9

Section 2.03.  Debtors Remain Liable9

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Section 3.01.  Title; No Other Liens9

Section 3.02.  Perfected First Priority Liens10

Section 3.03.  Debtor’s Legal Name; Jurisdiction of Organization; Chief Executive Office10

Section 3.04.  Certain Collateral10

Section 3.05.  Investment Property, Chattel Paper, and Instruments11

Section 3.06.  Receivables11

Section 3.07.  Intellectual Property12

Section 3.08.  Certificates of Title12

Section 3.09.  Bank Accounts12

Section 3.10.  Location of Collateral12

ARTICLE 4

COVENANTS AND AGREEMENTS

Section 4.01.  Covenants in Credit Agreement13

Section 4.02.  Maintenance of Insurance13

Section 4.03.  Maintenance of Perfected Security Interest; Further Documentation; Filing Authorization; Further Assurances; Power of Attorney13

Section 4.04.  Changes in Name, etc15

Section 4.05.  Delivery of Instruments, Chattel Paper, and Documents16

Section 4.06.  Investment Property16

Section 4.07.  Deposit Accounts18

Section 4.08.  Modifications of Receivables, Chattel Paper, Instruments and Payment Intangibles; Administration of Accounts19

Section 4.09.  Intellectual Property20

Section 4.10.  Equipment22

Section 4.11.  Actions With Respect to Certain Collateral22

ARTICLE 5

LIMITATION ON PERFECTION OF SECURITY INTEREST

Section 5.01.  Chattel Paper and Instruments23

Section 5.02.  Documents23

Section 5.03.  Letter of Credit Rights24

1

Section 5.04.  Fixtures24

Section 5.05.  Titled Equipment24

ARTICLE 6

REMEDIAL PROVISIONS

Section 6.01.  General Interim Remedies25

Section 6.02.  Receivables, Chattel Paper, Instruments and Payment Intangibles25

Section 6.03.  Contracts26

Section 6.04.  Pledged Equity26

Section 6.05.  Foreclosure27

Section 6.06.  Application of Proceeds28

Section 6.07.  Waiver of Certain Rights28

Section 6.08.  Remedies Cumulative29

Section 6.09.  Reinstatement29

ARTICLE 7

MISCELLANEOUS

Section 7.01.  Amendments29

Section 7.02.  Notices29

Section 7.03.  No Waiver by Course of Conduct; Cumulative Remedies; No Duty29

Section 7.04.  Enforcement Expenses; Indemnification30

Section 7.05.  Successors and Assigns30

Section 7.06.  Set-Off31

Section 7.07.  Counterparts31

Section 7.08.  Severability31

Section 7.09.  Section Headings31

Section 7.10.  Integration31

Section 7.11.  GOVERNING LAW ETC31

Section 7.12.  Additional Debtors33

Section 7.13.  Termination; Releases33

Section 7.14.  Intercreditor Agreement.34

 

SCHEDULES

Schedule 3.3(a) —Organization & Location Information

Schedule 3.3(b) —Notice Information

Schedule 3.4—Certain Collateral

Schedule 3.5(a) —Pledged Equity

Schedule 3.5(c) —Instruments

Schedule 3.7—Intellectual Property

Schedule 3.8—Titled Equipment

Schedule 3.9—Bank Accounts

Schedule 3.10—Location of Collateral

ANNEXES

2

Annex I—Security Agreement Supplement

Annex II—Patent Security Agreement Supplement

Annex III—Trademark Security Agreement Supplement

Annex IV—Copyright Security Agreement Supplement

3

SECURITY AGREEMENT

This SECURITY AGREEMENT dated as of February 26, 2016 (this “Agreement”), is among BASIC ENERGY SERVICES, INC., a Delaware corporation (the “Borrower”), the undersigned subsidiaries of the Borrower (the Borrower and such undersigned subsidiaries collectively being the “Debtors”), and U.S. BANK NATIONAL ASSOCIATION in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the benefit of the holders of the Secured Obligations (as defined below).

INTRODUCTION

Reference is made to the Term Loan Credit Agreement dated as of February 17, 2016 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, certain financial institutions which are or may become parties thereto, and U.S. Bank National Association, as Administrative Agent.  Pursuant to the Guaranty dated as of February 26, 2016 (as amended, restated or otherwise modified from time to time, the “Guaranty”), made by the Debtors in favor of the Administrative Agent, such Debtors have agreed to guarantee, among other things, the full payment and performance of all of the Borrower’s obligations under the Credit Agreement.

In connection with the Credit Agreement, the Debtors are entering into this Agreement in order to secure the Borrower’s obligations under the Credit Agreement, the Debtors’ obligations under the Guaranty, and all other Secured Obligations (as defined below).  It is a condition precedent to the Closing Date that the Debtors shall have entered into this Agreement.

The Debtors share an identity of interest as members of a combined group of companies and will derive substantial direct and indirect economic and other benefits from the extensions of credit under the Credit Agreement.  Therefore, in consideration of the credit expected to be received in connection with the Credit Agreement, the Debtors jointly and severally agree with the Administrative Agent as follows:

Article 1
Definitions

Section 1.01.Terms defined above and elsewhere in this Agreement shall have their specified meanings.  Capitalized terms used herein but not defined herein shall have the meanings specified by the Credit Agreement.  All terms used herein and defined in the UCC shall have the same definitions herein as specified therein.

Section 1.02.Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Debtor, shall refer to such Debtor’s Collateral or the relevant part thereof.

Section 1.03.The following terms shall have the following meanings:

 “Collateral” has the meaning specified in ‎Section 2.01.

“Collateral Account” means any deposit account (including any Dominion Account) which is designated, maintained, and under the sole control of the Administrative Agent (for the benefit of the holders of the Secured Obligations) and the ABL Agent (subject to the Intercreditor Agreement), and is pledged to the Administrative Agent (for the benefit of the holders of the Secured Obligations) and the ABL Agent, which has been established pursuant to the provisions of this Agreement or the Credit Agreement for the purposes described in this Agreement or the Credit Agreement including collecting, holding, disbursing, or applying certain funds.

“Contracts” shall mean all contracts, undertakings, or agreements (other than rights evidenced by Chattel Paper, Documents or Instruments) to which any Debtor now is, or hereafter will be, bound, or a party, beneficiary or assignee, in any event, including all contracts, undertakings, or agreements in or under which any Debtor may now or hereafter have any right, title or interest, including any agreement relating to the terms of payment or the terms of performance of any Receivable.

“Control Agreement” means any account control agreement entered into pursuant to ‎Section 4.07 of this Agreement.

“Copyrights” means all of the following now owned or hereafter acquired by any Debtor: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or any other country and all extensions and renewals thereof, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office, including, without limitation, those listed in Schedule 3.7.

“Copyright Licenses” means any written agreement naming any Debtor as licensor or licensee (including, without limitation, those listed in Schedule 3.7), granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright.

“Copyright Security Agreement Supplement” means a supplement to this Agreement by each applicable Debtor in favor of the Administrative Agent (for the benefit of the holders of the Secured Obligations), substantially in the form of Annex IV hereto.

“Deposit Accounts” means all “deposit accounts” (as defined in the UCC) now or hereafter held in the name of any Debtor.

“Equipment” means all of each Debtor’s present or future owned or leased fixtures and equipment wherever located, including drilling platforms and Rigs and remotely operated vehicles, trenchers, and other equipment used by any Debtor for the provision of construction services, well operations services, oil and gas production

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services, contract drilling services or other services, vehicles, motor vehicles, rolling stock, vessels, aircraft, and any manuals, instructions, blueprints, computer software (including software that is imbedded in and part of the equipment) and similar items which relate to the above, together with all parts thereof and all accessions and additions thereto.

 “Excluded Property” means any of the following property or assets of any Debtor:

(a)any Equipment owned by any Debtor on the date hereof or hereafter acquired that is subject to a Permitted Lien if the contract or other agreement in which such Permitted Lien is granted validly prohibits the creation of any other Lien on such Equipment except to the extent such prohibition is ineffective under the UCC; provided that such contractual prohibition existed on the Closing Date, or, with respect to any Debtor acquired after the Closing Date (and so long as such contractual prohibition was not incurred in contemplation of such acquisition), on the date such Debtor is so acquired;

(b)General Intangibles, Contracts, and Investment Property which by their respective express terms prohibit the grant of a security interest, except to the extent such prohibition is ineffective under the UCC; provided that such contractual prohibition existed on the Closing Date, or, with respect to any Debtor acquired after the Closing Date (and so long as such contractual prohibition was not incurred in contemplation of such acquisition), on the date such Debtor is so acquired;

(c)United States intent-to-use trademark applications or service mark applications filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and1(d) of said Act has been filed and accepted;

(d)permits and licenses to the extent the grant of a security interest therein is prohibited under applicable Law or regulation or by their express terms, except to the extent such prohibition is ineffective under the UCC; and

(e)Excluded Stock.

“Excluded Stock” means (i) 34% of the Equity Interests in each direct Subsidiary of the Debtors that is a “controlled foreign corporation” under the Code and (ii) subject to Section 6.12 of the Credit Agreement, the Equity Interests of Robota and BESI.

“Fixtures” means any fixture or fixtures now or hereafter owned or leased by any of the Debtors, or in which any of the Debtors holds or acquires any other right, title or interest, constituting “fixtures” under the UCC.

“Intellectual Property” means all intellectual and similar property of any Debtor of every kind and nature now owned or hereafter acquired by any Debtor, including inventions, designs, Patents, Patent Licenses, Trademarks, Trademark Licenses, Copyrights, Copyright Licenses, domain names and domain name registrations, trade

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secrets, confidential or proprietary technical and business information, know-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, licenses for any of the foregoing and all license rights, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing.

“Investment Property” means, other than any shares or equity interests constituting Excluded Property, all investment property now owned or hereafter acquired by any Debtor, wherever located., including (i) all securities, whether certificated or uncertificated, including stocks, bonds, interests in limited liability companies, partnership interests, treasuries, certificates of deposit, and mutual fund shares; (ii) all securities entitlements of any Debtor, including the rights of any Debtor to any Securities account and the financial assets held by a securities intermediary in such securities account and any free credit balance or other money owing by any securities intermediary with respect to that account; (iii) all Securities Accounts of any Debtor; (iv) all commodity contracts of any Debtor; and (v) all commodity accounts held by any Debtor.

“Licenses” shall mean any Patent License, Trademark License, Copyright License or other license or sublicense to which any Debtor is a party, including any franchises, permits, certificates, licenses, authorizations and the like and any other requirements of any government or any commission, board, court, agency, instrumentality or political subdivision thereof.

“Liquid Assets” shall mean all cash and cash equivalents at any time held by any of the Debtors, including all amounts from time to time held in any checking, savings, deposit or other account of any of the Debtors, all monies, proceeds or sums due or to become due therefrom or thereon and all documents (including, but not limited to passbooks, certificates and receipts) evidencing all funds and investments held in such accounts.

“Patents” means all of the following now owned or hereafter acquired by any Debtor:

(a)all letters patent of the United States or any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof, or any other country, including, without limitation, any of the foregoing referred to in Schedule 3.7, and

(b)all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

“Patent License” means all agreements, whether written or oral, providing for the grant by or to any Debtor of any right to manufacture, use or sell any invention covered

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in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 3.7).

“Patent Security Agreement Supplement” means a supplement to this Agreement by each applicable Debtor in favor of the Administrative Agent (for the benefit of the holders of the Secured Obligations), substantially in the form of Annex II hereto.

“Payment Item” each check, draft or other item of payment payable to a Debtor, including those constituting proceeds of any Collateral.

“Permitted Liens” means any Liens permitted by ‎Section 7.01 of the Credit Agreement.

“Permitted Prior Liens” means the following: (i) with respect to Equity Interests, instruments and Deposit Accounts, Liens permitted by clauses (c) and (h) of ‎Section 7.01 of the Credit Agreement and, solely with respect to applicable Deposit Accounts, Liens permitted by clause (f) of ‎Section 7.01 of the Credit Agreement, and (ii) with respect to all other property, Liens permitted by ‎Section 7.01 of the Credit Agreement.

“Pledged Equity” means, with respect to each Debtor, (a) other than the Excluded Stock or any shares or equity interests constituting Excluded Property, all shares or other equity interests held by such Debtor in any corporations or other entities (including, without limitation, those corporations or other entities described in Schedule 3.5(a) that are directly held by such Debtor), together with all warrants to purchase, all depositary shares and all other rights of such Debtor in respect of such equity interests, (b) all certificates, instruments or other documents evidencing same and registered or held in the name of, or otherwise in the possession of, such Debtor, and (c) all present and future payments, dividend distributions, instruments, compensation, property, assets, interests and rights in connection with or related to the equity interests described in clause (a) above, and all monies due or to become due and payable to such Debtor in connection with or related to such equity interests or otherwise paid, issued or distributed in respect of or in exchange therefor (including, without limitation, all proceeds of dissolution or liquidation).

“Proceeds” means all of each Debtor’s present and future (a) proceeds of the Collateral, whether arising from the collection, sale, lease, exchange, assignment, licensing, or other disposition of the Collateral, (b) any and all payments (in any form whatsoever) made or due and payable from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any Governmental Authority (or any person acting under color of governmental authority), (c) claims against third parties for impairment, loss, damage, or impairment of the value of such property, and (d) any and all proceeds of, and all claims for, any insurance, indemnity, warranty or guaranty payable from time to time with respect to any of the Collateral, including any credit insurance with respect to Receivables, in each case whether represented as money, deposit accounts, accounts,

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general intangibles, securities, instruments, documents, chattel paper, inventory, equipment, fixtures, or goods.

“Receivables” means all of each Debtor’s present and future accounts, accounts from Governmental Authorities, instruments, and general intangibles, including those arising from the provision of services, sale of inventory, or renting of equipment to the customers of any Debtor, and rights to payment under all Contracts, income tax refunds, and other rights to the payment of money, together with all of the right, title and interest of any of the Debtors in and to (a) all security pledged, assigned, hypothecated or granted to or held by any of the Debtors to secure the foregoing, (b) all of any of the Debtors’ right, title and interest in and to any goods or services, the sale of which gave rise thereto, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing, (d) all powers of attorney granted to any of the Debtors for the execution of any evidence of indebtedness or security or other writing in connection therewith, (e) all credit information, reports and memoranda relating thereto, and (f) all other writings related in any way to the foregoing.

“Records” means all of each Debtor’s present and future books, accounting records, files, computer files, computer programs, correspondence, credit files, records, ledger cards, invoices, and other records primarily related to any other items of Collateral, including without limitation all similar information stored on a magnetic medium or other similar storage device and other papers and documents in the possession or under the control of any of the Debtors or any computer bureau from time to time acting for any of the Debtors.

“Rigs” means all of each Debtor’s present and future well service rigs, contract drilling rigs and any other onshore or offshore rigs of each Debtor.

“Secured Obligations” means (a) all principal, interest, premium (including any Applicable Premium), fees, reimbursements, indemnifications, and other amounts now or hereafter owed by the Borrower under the Credit Agreement, this Agreement, and the other Loan Documents; (b) all amounts now or hereafter owed by the other Debtors under the Guaranty, this Agreement, and the other Loan Documents and (c) any increases, extensions, renewals, replacements, and rearrangements of the foregoing obligations under any amendments, supplements, and other modifications of the agreements creating the foregoing obligations, in each case, whether direct or indirect, absolute or contingent.

“Securities Accounts” means all securities accounts (as defined in the UCC) now or hereafter held in the name of any Debtor.

“State of Organization” means the jurisdiction of organization of each of the Debtors as listed on Schedule 3.3(a).

“Supporting Obligations” means all supporting obligations, including letters of credit and guaranties issued in support of Accounts, Chattel Paper, Documents, General Intangibles, Instruments, or Investment Property.

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“Titled Equipment” means any and all Equipment and Inventory represented (or required to be represented) by a certificate of title issued under the laws of a State in theUnited States.

“Trademarks” means all of the following now owned or hereafter acquired by any Debtor: all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office, any State of the United States or any similar offices in any other country or any political subdivision thereof, and all extensions or renewals thereof, including, without limitation, any of the foregoing referred to in Schedule 3.7.

“Trademark License” means any agreement, whether written or oral, providing for the grant by or to any Debtor of any right to use any Trademark, including, without limitation, any of the foregoing referred to in Schedule 3.7.

“Trademark Security Agreement Supplement” shall mean a supplement to this Agreement, by each applicable Debtor in favor of the Administrative Agent (for the benefit of the holders of the Secured Obligations), substantially in the form of Annex III hereto.

“UCC” means the Uniform Commercial Code as in effect on the date hereof in the State of New York, as amended from time to time, and any successor statute.

Article 2
Grant of Security Interest

Section 2.01.Grant of Security Interest.  Each Debtor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a security interest in all of such Debtor’s right, title, and interest in and to the following property (the “Collateral”) to secure the payment and performance of the Secured Obligations: (a) all Chattel Paper, all Collateral Accounts, all commercial tort claims, all Contracts, all Deposit Accounts, all Documents, all Equipment, all Fixtures, all General Intangibles, all Instruments, all Intellectual Property, all Inventory, all Investment Property (including without limitation the Pledged Equity and all Securities Accounts), all Letter of Credit Rights, all Liquid Assets, all Receivables, all Records, and all Supporting Obligations, (b) any and all additions, accessions and improvements to, all substitutions and replacements for and all products of or derived from the foregoing, and (c) all Proceeds of the foregoing; provided,  however, that notwithstanding anything to the contrary contained herein or in any other Loan Document, this Agreement shall not constitute nor evidence a grant of a security interest, collateral assignment or any other type of Lien in Excluded Property provided further, that the Proceeds of Excluded Property shall not constitute Excluded Property solely by virtue of being Proceeds thereof but only to the extent that such Proceeds otherwise independently constitute Excluded Property hereunder.

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To the extent that the Collateral is not subject to the UCC, each Debtor collaterally assigns all of such Debtor’s right, title, and interest in and to such Collateral to the Administrative Agent, for the benefit of the holders of the Secured Obligations, to secure the payment and performance of the Secured Obligations to the full extent that such a collateral assignment is possible under the relevant Law.

Section 2.02.Avoidance Limitation.  Notwithstanding ‎Section 2.01 above, the amount of any Debtor’s Secured Obligations that are secured by its rights in Collateral subject to a Lien in favor of the Administrative Agent hereunder or under any other Security Document shall be limited to the extent, if any, required so that the Liens it has granted under this Agreement shall not be subject to avoidance under Section 548 of the Bankruptcy Code of the United States or to being set aside or annulled under any applicable Law relating to fraud on creditors.  In determining the limitations, if any, on the amount of any Debtor’s Secured Obligations that are subject to the Lien on such Debtor’s Collateral hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation or contribution which such Debtor may have under the Guaranty, any other agreement or applicable Law shall be taken into account.

Section 2.03.Debtors Remain Liable.  Anything herein to the contrary notwithstanding:  (a) each Debtor shall remain liable under the Contracts included in the Collateral to the extent set forth therein to perform such Debtor’s obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by the Administrative Agent of any rights hereunder shall not release any Debtor from any obligations under the Contracts included in the Collateral; and (c) the Administrative Agent shall not have any obligation under the Contracts included in the Collateral by reason of this Agreement, nor shall the Administrative Agent be obligated to perform or fulfill any of the obligations of any Debtor thereunder, including any obligation to make any inquiry as to the nature or sufficiency of any payment any Debtor may be entitled to receive thereunder, to present or file any claim, or to take any action to collect or enforce any claim for payment thereunder.

Article 3
Representations and Warranties

To induce the Lenders to make Loans to the Borrower under the Credit Agreement, each Debtor hereby represents and warrants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, that:

Section 3.01.Title; No Other Liens.  Except for the security interests granted to the Administrative Agent for the benefit of the holders of the Secured Obligations pursuant to this Agreement and the other Permitted Liens, such Debtor owns each item of the Collateral free and clear of any and all Liens or claims of others.  No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such (a) as have been filed in favor of the Administrative Agent, for the ratable benefit of the holders of the Secured Obligations, pursuant to this Agreement, and (b) as are permitted by the Credit Agreement.

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Section 3.02.Perfected First Priority Liens.  The security interests granted pursuant to this Agreement (a) upon completion of the filing of a financing statement with respect to each Debtor describing the Collateral in the office located in the jurisdiction listed on Schedule 3.3(a) opposite such Debtor, the recording in the United States Patent and Trademark Office of the Trademark Security Agreement Supplement and the Patent Security Agreement Supplement and in the United States Copyright Office of the Copyright Security Agreement Supplement, as applicable, and the taking of all applicable actions in respect of perfection contemplated by Sections ‎4.05,  ‎4.06,  ‎4.07,  ‎4.10 and ‎4.11 in respect of Collateral (in which a security interest cannot be perfected by the filing of a financing statement or such recordings in the United States Patent and Trademark Office or the United States Copyright Office), will constitute valid perfected security interests in all of the Collateral subject to Article 9 of the UCC in favor of the Administrative Agent, for the benefit of the holders of the Secured Obligations, as collateral security for such Debtor’s Obligations, enforceable in accordance with the terms hereof and the UCC against all creditors of such Debtor and any Persons purporting to purchase any Collateral from such Debtor and (b) are prior to all other Liens on the Collateral except for Permitted Prior Liens (and subject to the limitations on perfection and method of perfection provided in ‎Article 5).

Section 3.03.Debtor’s Legal Name; Jurisdiction of Organization; Chief Executive Office.  On the date of this Agreement, each Debtor’s exact legal name is set forth on the signature page hereof, and from and after an amendment or modification thereto, on a written notification delivered to the Administrative Agent pursuant to ‎Section 4.04.  On the date hereof, such Debtor’s jurisdiction of organization, type of organization, identification number from the jurisdiction of organization (if any), and the location of such Debtor’s chief executive office or sole place of business or principal residence, as the case may be, are specified on Schedule 3.3(a).

Section 3.04.Certain Collateral.  None of the Collateral constitutes, or is the Proceeds of, farm products and none of the Collateral has been purchased for, or will be used by any Debtor primarily for personal, family or household purposes.  Except as set forth on Schedule 3.4 or otherwise notified to the Administrative Agent pursuant to Sections ‎4.09,  ‎4.10 or ‎4.11, respectively:

(a)none of the account debtors or other persons obligated on any of the Collateral of such Debtor is a Governmental Authority subject to the Federal Assignment of Claims Act or like federal or state statute or rule in respect of such Collateral of the type described in ‎Section 4.11(a);

(b)such Debtor holds no commercial tort claims;

(c)such Debtor holds no interest in, title to or power to transfer, any Patents, Trademarks or Copyrights;

(d)such Debtor holds no interest in, title to or power to transfer any Intellectual Property that is registered or for which an application has been filed in the United States Patent and Trademark Office or the United States Copyright Office;

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(e)such Debtor owns no vessels or aircraft.

Section 3.05.Investment Property, Chattel Paper, and Instruments.  (a) Each Debtor is the legal and beneficial owner of the Pledged Equity as set forth on Schedule 3.5(a).  The Pledged Equity has been duly authorized and validly issued, is fully paid and non-assessable and is not subject to the rights of any person to acquire such Pledged Equity, and none of the Pledged Equity constitutes margin stock (within the meaning of Regulation U issued by the FRB).  Except as set forth on Schedule 3.5(a), on the date hereof, the Pledged Equity constitutes all of the issued and outstanding shares of stock or other equity interests of each of the respective issuers thereof and no such issuer has any obligation to issue any additional shares of stock or other equity interests or rights or options thereto.

(b)Except for filings contemplated by this Agreement and as may be required in connection with any disposition of any portion of the Pledged Equity by laws affecting the offering and sale of securities generally, no consent of any Person and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority is required in connection with (i) the execution, delivery, performance, validity or enforceability of this Agreement, (ii) the perfection or maintenance of the security interest created hereby (including the first or second priority nature thereof), or (iii) the exercise by the Administrative Agent of the rights provided for in this Agreement.

(c)Each of the Instruments and Chattel Paper pledged by such Debtor hereunder constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable 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.  Schedule 3.5(c) lists all of the Instruments issued to or held by each Debtor as of the Closing Date.

(d)Such Debtor is the record and beneficial owner of, and has good title to the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and other Permitted Liens.

Section 3.06.Receivables.  (a) No amount payable to such Debtor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the Administrative Agent to the extent required by ‎Article 5.

(b)The amounts represented by such Debtor to the Secured Parties from time to time as owing to such Debtor in respect of the Receivables will at such times be accurate in all material respects.

Section 3.07.Intellectual Property.  (a) Schedule 3.7 lists all Intellectual Property necessary for the conduct of such Debtor’s business as currently conducted that is owned by such Debtor in its own name on the date hereof.

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(b)On the date hereof, all material Intellectual Property of such Debtor described on Schedule 3.7 is valid, subsisting, unexpired and enforceable, has not been abandoned and does not infringe the intellectual property rights of any other Person in any material respect.

(c)Except as set forth in Schedule 3.7, on the date hereof, none of such Intellectual Property is the subject of any licensing or franchise agreement pursuant to which such Debtor is the licensor or franchisor.

(d)No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of, or such Debtor’s rights in, any such Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect.

Section 3.08.Certificates of Title.  Each Debtor will take commercially reasonable action to ensure that the certificates of titlefor all items of Titled Equipment owned by all Debtors in respect of which applicable Law requires the issuance of a certificate of title for such Titled Equipmentshall (a) indicate the correct legal name of the Debtor that is the owner of the Titled Equipment covered thereby, (b) indicate the Administrative Agent as a lienholder, and (c) be in the possession of the Administrative Agent or its designee.  Schedule 3.8 lists each item of Titled Equipment owned by a Debtor as of the Closing Date which is located in a state where applicable Law requires the issuance of a certificate of title for such item of Titled Equipment, the net book value and such Debtors’ internally identifying asset number assigned to each such item of Titled Equipment and, to the extent available on the Closing Date, the owner, jurisdiction of registration, make, model and serial or vehicle identification number of each item of such Titled Equipment.  

Section 3.09.Bank Accounts.  Schedule 3.9 lists all Deposit Accounts, Securities Accounts, commodities accounts and other bank accounts maintained by or for the benefit of any Debtor as of the Closing Date with any bank or financial institution together with, to the best of each Debtor’s knowledge after diligent inquiry, the approximate outstanding balance in such Deposit Account, Securities Account and other bank account as of the date hereof and indentifying the type or nature of such accounts and whether any such account is exclusively used for payroll, payroll taxes or employee benefits.

Section 3.10.Location of Collateral.  All tangible items of Collateral, other than Equipment which is located at customer job sites, being used by employees in the ordinary course of business or being refurbished or repaired, shall at all times be kept by the Debtors at the business locations set forth in Schedule 3.10 or such other locations inside the United States as the Borrower may specify in a notice to the Administrative Agent, except that Debtors may (a) make Dispositions of Collateral in accordance with ‎Section 4.10(b) hereof and ‎Section 7.05 of the Credit Agreement; and (b) move Collateral to another location in the United States, upon ten (10) Business Days prior written notice to the Administrative Agent.  Schedule 3.10 lists the name of each such

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Debtor, each business location, whether such business location is owned or leased by the Debtor and a desrciption of the Collateral kept at such business location.

Article 4
Covenants and Agreements

Each Debtor covenants and agrees with the Administrative Agent and the holders of the Secured Obligations that, from and after the date of this Agreement until this Agreement terminates in accordance with ‎Section 7.13(a):

Section 4.01.Covenants in Credit Agreement.  Such Debtor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Debtor or any of its Subsidiaries.

Section 4.02.Maintenance of Insurance.  Such Debtor will comply with the provisions of the Credit Agreement governing the maintenance of insurance for any of its assets constituting Collateral.  All policies representing liability insurance of the Debtors shall name the Administrative Agent as additional insured in a form reasonably satisfactory to the Administrative Agent and the holders of the Secured Obligations and all policies representing casualty insurance of the Debtors insuring Collateral shall name the Administrative Agent as loss payee in a form reasonably satisfactory to the Administrative Agent and the holders of the Secured Obligations.

Section 4.03.Maintenance of Perfected Security Interest; Further Documentation; Filing Authorization; Further Assurances; Power of Attorney.  (a) Such Debtor shall maintain the security interest created by this Agreement as a perfected first priority security interest prior to all other Liens other than Permitted Prior Liens (and subject to the limitations on perfection and method of perfection provided in ‎Article 5) and shall defend such security interest against the claims and demands of all Persons whomsoever.

(b)Such Debtor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the assets and property of such Debtor and such other reports in connection with the Collateral as the Administrative Agent or the holders of the Secured Obligations may reasonably request, all in reasonable detail.

(c)Subject in each case to ‎Article 5, each Debtor further agrees to take any other action reasonably requested by the Administrative Agent or the holders of the Secured Obligations to insure the attachment, perfection and priority of, and the ability of the Administrative Agent to enforce, the security interest in any and all of the Collateral including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that any Debtor’s signature thereon is required therefor; (ii) causing the Administrative Agent’s name to be noted as secured party on any certificate of title for a

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titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the security interest in such Collateral; (iii) complying with any provision of any statute, regulation or treaty of the United States or any other country as to any Collateral if compliance with such provision is a condition to the attachment, perfection or priority of, or the ability of the Administrative Agent to enforce, the security interest in such Collateral; and (iv) taking all actions required by the UCC or by other law, as applicable in any relevant Uniform Commercial Code jurisdiction, or by other law as applicable in any foreign jurisdiction.

(d)Each Debtor hereby irrevocably authorizes the Administrative Agent, at the direction of the holders of the Secured Obligations, or its designee at any time and from time to time to file in any jurisdiction in which the Uniform Commercial Code has been adopted any initial financing statements and amendments thereto that (i) indicate the Collateral (A) as all assets of each Debtor or words of similar effect, or (B) as being of an equal or lesser scope or with greater detail, and (ii) contain any other information required by the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment.  Each Debtor agrees to furnish any such information to the Administrative Agent promptly upon request.  Each Debtor also ratifies its authorization for the Administrative Agent or its designee to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof and in respect of this Agreement.

(e)During the existence of an Event of Default,

(i)At the Administrative Agent’s request or at the request of Required Lenders (as defined in the Credit Agreement), each Debtor shall take any actions reasonably requested by the Administrative Agent or the Required Lenders with respect to such Event of Default, including diligently endeavoring to cure any material defect existing or claimed with respect to any Collateral, and taking all reasonably necessary and desirable steps for the defense of any legal proceedings affecting any Collateral, including the employment of counsel, the prosecution or defense of litigation, and the release or discharge of all adverse claims;

(ii)The Administrative Agent, whether or not named as a party to any legal proceedings, is authorized to take any additional steps as the Administrative Agent or the Required Lenders deem necessary or desirable for the defense of any such legal proceedings or the protection of the validity or priority of this Agreement and the liens, security interests, and assignments created hereunder, including the employment of independent counsel, the prosecution or defense of litigation, the compromise or discharge of any adverse claims made with respect to any Collateral and the payment or removal of prior liens or security interests, and the reasonable expenses of the Administrative Agent in taking such action shall be paid by the Debtors; and

(iii)Each Debtor agrees that, if such Debtor fails to perform under this Agreement or any other Loan Document, the Administrative Agent may, but shall not be obligated to, perform such Debtor’s obligations under this Agreement or

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such other Loan Document, and any reasonable expenses incurred by the Administrative Agent in performing such Debtor’s obligations shall be paid by such Debtor.  Any such performance by the Administrative Agent may be made by the Administrative Agent in reasonable reliance on any statement, invoice, or claim, without inquiry into the validity or accuracy thereof.  The amount and nature of any expense of the Administrative Agent hereunder shall be conclusively established by a certificate of any officer of the Administrative Agent absent manifest error.

(f)Each Debtor hereby irrevocably constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent) as such Debtor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this clause ‎(f).  The Administrative Agent, or the Administrative Agent’s designee, may, without notice and in either its or a Debtor’s name, but at the cost and expense of Debtors:

(i)Endorse a Debtor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into the Administrative Agent’s possession or control; and

(ii)During an Event of Default, (A) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (B) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (C) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as the Administrative Agent, at the direction of the Required Lenders, deems advisable; (D) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (E) prepare, file and sign a Debtor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (F) receive, open and dispose of mail addressed to a Debtor; (G) endorse any Chattel Paper, Document, Instrument, bill of lading, or other document or agreement relating to any Accounts, Equipment or other Collateral; (H) use a Debtor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (I) use information contained in any data processing, electronic or information systems relating to Collateral; (J) make and adjust claims under insurance policies; (K) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Debtor is a beneficiary; and (L) take all other actions as Administrative Agent deems appropriate to fulfill any Debtor’s obligations under the Loan Documents.

Section 4.04.Changes in Name, etc.  Such Debtor will not, except upon 10 days’ prior written notice to the Administrative Agent (or such shorter period as may be agreed to by the Administrative Agent, at the direction of the Required Lenders, in their sole discretion) and the taking of all actions and the execution of all documents reasonably requested by the Administrative Agent or the Required Lenders to maintain the validity,

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perfection and priority of the security interests provided for herein: (a) change its type of organization, jurisdiction of organization or other legal structure from that referred to in ‎Section 3.03, (b) change its organizational number if it has one, or (c)change its name.

Section 4.05.Delivery of Instruments, Chattel Paper, and Documents.  If any amount payable under or in connection with any of the Collateral is or becomes evidenced by any Instrument or Chattel Paper, such Instrument or Chattel Paper shall, to the extent required by ‎Article 5, be immediately delivered to the Administrative Agent, duly indorsed in a manner reasonably satisfactory to the Administrative Agent and the Required Lenders, to be held as Collateral pursuant to this Agreement.  If any goods are or become covered by a negotiable Document, such Document shall, to the extent required by ‎Article 5, be immediately delivered to the Administrative Agent to be held as Collateral pursuant to this Agreement.

Section 4.06.Investment Property.  With respect to Investment Property (other than Excluded Stock) and Pledged Equity:

(a)If any Debtor shall at any time hold or acquire any Pledged Equity which consists of certificated securities, whether as a stock split, stock dividend, or other distribution with respect to Pledged Equity, or otherwise, such Debtor shall promptly, and in any event within thirty (30) days after receipt thereof, deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent or the Required Lenders may from time to time specify.  If any Pledged Equity now owned or hereafter acquired by any Debtor consists of uncertificated securities and is issued to such Debtor or its nominee directly by the issuer thereof, such Debtor shall immediately notify the Administrative Agent thereof, and shall take any actions reasonably requested by the Administrative Agent or the Required Lenders to enable the Administrative Agent to obtain “control” (within the meaning of Section 8-106 of the UCC) with respect thereto.  If any Pledged Equity, whether certificated securities or uncertificated securities, or other Investment Property (including Securities Accounts and commodities accounts) now or hereafter acquired by any Debtor is held or acquired by such Debtor or its nominee through a securities intermediary or commodity intermediary, such Debtor shall immediately notify the Administrative Agent thereof and shall take any actions reasonably requested by the Administrative Agent or the Required Lenders to enable the Administrative Agent to obtain “control” (within the meaning of Section 8-106 and/or Section 9-106 of the UCC, as applicable) with respect thereto, including the execution of Control Agreements reasonably acceptable to the Administrative Agent and the Required Lenders.  To the extent that the Administrative Agent has the right pursuant to the foregoing to give entitlement orders or instructions or directions to any issuer, securities intermediary or commodity intermediary or to withhold its consent to the exercise of any withdrawal or dealing rights by any Debtor, the Administrative Agent agrees with each Debtor that the Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Debtor, unless an Event of Default has occurred and is continuing.

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(b)So long as no Event of Default has occurred and is continuing, each Debtor shall be entitled:

(i)to exercise, in a manner not inconsistent with the terms hereof, the voting power with respect to the Pledged Equity of such Debtor, and for that purpose the Administrative Agent shall (if any Pledged Equity shall be registered in the name of the Administrative Agent or its nominee), at the direction of the Required Lenders, execute or cause to be executed from time to time, at the expense of the Borrower, such proxies or other instruments in favor of such Debtor or its nominee, in such form and for such purposes as shall be reasonably requested by such Debtor, to enable it to exercise such voting power with respect to the Pledged Equity; and

(ii)except as otherwise provided herein or in the Credit Agreement, to receive and retain for its own account any and all payments, proceeds, dividends, distributions, property, assets, or rights to the extent such are permitted pursuant to the terms of the Credit Agreement, other than (x) stock or liquidating dividends or (y) other dividends or other amounts payable under or in connection with any recapitalization, restructuring, or other non-ordinary course event (the dividends and amounts in this clause (y) being “Extraordinary Payments”), paid, issued or distributed from time to time in respect of the Pledged Equity.  During the continuation of an Event of Default, if any Extraordinary Payment is paid or payable, then such sum shall be paid by each such Debtor to the Administrative Agent promptly, and in any event within ten (10) Business Days after receipt thereof, to be held by the Administrative Agent, for the benefit of the holders of the Secured Obligations, as additional collateral hereunder.

(c)Upon the occurrence and during the continuance of any Event of Default, all rights of each Debtor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to ‎Section 4.06(b) and to receive the payments, proceeds, dividends, distributions, property, assets, or rights that the Debtor would otherwise be authorized to receive and retain pursuant to ‎Section 4.06(b) shall cease, and thereupon the Administrative Agent, at the direction of the Required Lenders, shall be entitled to exercise all voting power with respect to the Pledged Equity and to receive and retain, as additional collateral hereunder, any and all payments, proceeds, dividends, distributions, property, assets, or rights at any time declared or paid upon any of the Pledged Equity during such an Event of Default and otherwise to act with respect to the Pledged Equity as outright owner thereof.  In the event that the Administrative Agent, at the direction of the Required Lenders, exercises its rights under this Section 4.06(c), it shall concurrently deliver notice thereof to each Debtor.

(d)All payments, proceeds, dividends, distributions, property, assets, instruments or rights that are received by each Debtor contrary to the provisions of this ‎Section 4.06 shall be received and held in trust for the benefit of the Administrative Agent, for the benefit of the holders of the Secured Obligations, shall be segregated by each Debtor from other funds of such Debtor and shall be forthwith paid over to the

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Administrative Agent as Pledged Equity in the same form as so received (with any necessary endorsement).

(e)If such Debtor is an issuer of Pledged Equity, such Debtor agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Equity issued by it and will comply with such terms insofar as such terms are applicable to it and (ii) it will comply with instructions received by it pursuant to the terms of ‎Section 4.06(f) with respect to the Pledged Equity issued by it.  In addition, if any such Debtor is a partnership or a limited liability company, such Debtor (i) confirms that none of the terms of any equity interest issued by it provides that such equity interest is a “security” within the meaning of the UCC, (ii) agrees that it will take no action to cause or permit any such equity interest to become a security, (iii) agrees that it will not issue any certificate representing any such equity interest and (iv) agrees that if, notwithstanding the foregoing, any such equity interest shall be or become a security, such Debtor will (and the Debtor that holds such equity interest hereby instructs such issuing Debtor to) comply with reasonable instructions originated by the Administrative Agent or the Required Lenders without further consent by such Debtor.

(f)Each Debtor hereby authorizes and instructs each issuer of any Pledged Equity pledged by such Debtor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Debtor, and each Debtor agrees that each such issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity directly to the Administrative Agent for the benefit of the holders of the Secured Obligations.

Section 4.07.Deposit Accounts.  (a) For each Deposit Account listed on Schedule 3.9 that has a balance of $100,000 or more as of the date hereof (other than an account exclusively used for payroll, payroll taxes or employee benefits), the Debtor maintaining such Deposit Account will take any actions requested by the Administrative Agent or the Required Lenders to enable the Administrative Agent to obtain “control” (within the meaning of Section 9-104 of the UCC) with respect thereto (subject to the Intercreditor Agreement), including the execution of Control Agreements reasonably acceptable to the Administrative Agent and the Required Lenders.

(b)For each Deposit Account created by a Debtor after the date hereof, the Debtor creating and maintaining such Deposit Account shall provide 10 days written notice (or such lesser period as the Administrative Agent, at the direction of the Required Lenders, may agree) to the Administrative Agent prior to the creation of such Deposit Account and, if at the time of its creation, such Deposit Account (other than with respect to an account exclusively used for payroll, payroll taxes or employee benefits) has a balance of $100,000 or more, take any actions requested by the Administrative Agent or the Required Lenders to enable the Administrative Agent to obtain “control” (within the meaning of Section 9-104 of the UCC) with respect thereto (subject to the Intercreditor

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Agreement), including the execution of Control Agreements reasonably acceptable to the Administrative Agent and the Required Lenders.

(c)Notwithstanding the foregoing, (i) if the collective balance of any Deposit Accounts (other than accounts exclusively used for payroll, payroll taxes or employee benefits) not subject to the Administrative Agent’s “control” at any time equals or exceeds $250,000, then the Debtors maintaining such Deposit Accounts shall take such action as is necessary to enable the Administrative Agent to obtain “control” with respect to such Deposit Accounts (subject to the Intercreditor Agreement), including the execution of Control Agreements reasonably acceptable to the Administrative Agent and the Required Lenders, such that, after giving effect thereto, the collective balance of all such Deposit Accounts not subject to the Administrative Agent’s “control” is less than $250,000 and (ii) the Administrative Agent agrees with each Debtor that the Administrative Agent will not give any instructions to a depositary bank directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from any Debtor, unless an Event of Default is in effect.

(d)The Debtors shall maintain Dominion Accounts pursuant to lockbox or other arrangements acceptable to the Administrative Agent, the Required Lenders and the ABL Agent.  The Debtors shall obtain an agreement (in form and substance satisfactory to the Administrative Agent, the Required Lenders and the ABL Agent) from each lockbox servicer and Dominion Account bank, establishing the Administrative Agent’s and the ABL Agent’s control over and Lien in the lockbox or Dominion Account (subject to the Intercreditor Agreement), which may be exercised by the Administrative Agent subject to the terms of the Intercreditor Agreement.  The Administrative Agent and the Lenders assume no responsibility to the Debtors for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any Payment Items accepted by any bank.

(e)The Debtors shall request in writing and otherwise take all necessary steps to ensure that all payments relating to the Term Loan Priority Collateral are made directly to a Deposit Account.  If any Debtor receives cash or Payment Items with respect to any Term Loan Priority Collateral, it shall hold same in trust for the Administrative Agent, for the benefit of the holders of the Secured Obligations, and promptly (not later than the next Business Day) deposit same into a Deposit Account.

Section 4.08.Modifications of Receivables, Chattel Paper, Instruments and Payment Intangibles; Administration of Accounts.  (a) No Debtor will, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed): (i) compromise or grant any extension of the time of payment of any of the Collateral consisting of Receivables, Chattel Paper, Instruments or payment intangibles, (ii) settle the same for less than the full amount thereof, (iii) release, wholly or partly, any obligor liable for the payment thereof or (iv) allow any credit or discount whatsoever thereon; provided, that so long as no Event of Default has occurred and is continuing, this ‎Section 4.08 shall not restrict any extensions, credits, discounts, compromises or settlements granted or made by any Debtor in the ordinary course of

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such Debtor’s business and consistent with such prudent practices used in industries that are the same as or similar to those in which such Debtor is engaged.

(b)Each Debtor shall keep accurate and complete records of all Accounts, including all payments and collections thereon, and shall submit to the Administrative Agent sales, collection, reconciliation and other reports to the extent provided to the ABL Agent.  The Borrower shall also provide to the Administrative Agent, concurrently with the delivery of each Borrowing Base Certificate, such other information and reports promptly after delivering the same to the ABL Agent.

(c)If an Account of a Debtor includes a charge for any Taxes, the Administrative Agent is authorized, at the direction of the Required Lenders, to pay the amount thereof to the proper taxing authority for the account of such Debtor and, if not collected from the relevant account debtor, to charge Debtor therefor; provided,  however, that neither the Administrative Agent nor the Lenders shall be liable for any Taxes that may be due from the Debtor or with respect to any Collateral.

(d)Whether or not a Default or Event of Default exists, the Administrative Agent shall have the right at any time, in the name of the Administrative Agent, any designee of the Administrative Agent or any Debtor, to verify the validity, amount or any other matter relating to any Accounts of the Debtors by mail, telephone or otherwise.  The Debtors shall cooperate fully with the Administrative Agent in an effort to facilitate and promptly conclude any such verification process.

Section 4.09.Intellectual Property.  With respect to Intellectual Property:

(a)Such Debtor (either itself or through licensees) will (i) continue to use each Trademark necessary to the conduct of its business in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) use such Trademark with the appropriate notice of registration and substantially all other notices and legends required by applicable Laws, (iii) not knowingly adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such mark pursuant to this Agreement, and (iv) not (and not knowingly permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark necessary to the conduct of its business may become invalidated or impaired in any way;

(b)Such Debtor (either itself or through licensees) will not do any act, or omit to do any act, whereby any Patent necessary for the conduct of its business may become forfeited, abandoned or dedicated to the public;

(c)Such Debtor (either itself or through licensees) (i) will employ each Copyright necessary for the conduct of its business and (ii) will not (and will not knowingly permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material portion of such Copyrights may become invalidated or

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otherwise impaired.  Such Debtor will not (either itself or through licensees) do any act whereby any material portion of such Copyrights may fall into the public domain;

(d)Such Debtor (either itself or through licensees) will not do any act that knowingly uses any Intellectual Property necessary for the conduct of its business to materially infringe the intellectual property rights of any other Person;

(e)Such Debtor will notify the Administrative Agent and the Lenders immediately if it knows, or has reason to know, that any application or registration relating to any Intellectual Property necessary for the conduct of its business may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office) regarding such Debtor’s ownership of, or the validity of, any such Intellectual Property or such Debtor’s right to register the same or to own and maintain the same;

(f)Whenever such Debtor, either by itself or through any agent, employee, licensee or designee, shall file or acquire a registration of any Intellectual Property or an application for the registration therefor with the United States Patent and Trademark Office, the United States Copyright Office or any similar Governmental Authority of the United States, any State thereof or any other country, such Debtor shall report such filing or acquisition to the Administrative Agent within 30 days after the date on which such filing or acquisition occurs, and any such Intellectual Property shall automatically constitute Collateral and shall be subject to the security interest created by this Agreement.  Upon request of the Administrative Agent or the Required Lenders, such Debtor shall promptly execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Administrative Agent or the Required Lenders may reasonably request to evidence the security interest granted hereunder to the Administrative Agent for the benefit of the holders of the Secured Obligations in any Copyright, Patent or Trademark necessary for the conduct of its business and the goodwill and general intangibles of such Debtor relating thereto or represented thereby;

(g)Such Debtor will take commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office and the United States Copyright Office, to maintain and pursue each application relating to any Intellectual Property necessary for the conduct of its business (and to obtain the relevant registration) and to maintain each registration of such Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability; and

(h)In the event that any Intellectual Property necessary for the conduct of its business is infringed, misappropriated or diluted by a third party, such Debtor shall (i)take such actions as such Debtor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) if such Intellectual Property is of material economic value, promptly notify the Administrative Agent after it learns thereof and take such actions as such Debtor shall reasonably deem appropriate under the

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circumstances, including filing suit for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for infringement, misappropriation or dilution.

Section 4.10.Equipment.  (a) Each Debtor shall keep accurate and complete records of its Equipment, including kind, quality, quantity, cost, acquisitions and dispositions thereof, and shall submit to the Administrative Agent, on such periodic basis as the Administrative Agent or the Required Lenders may request, a current schedule thereof, in form satisfactory to the Administrative Agent and the Required Lenders.  Promptly upon request, the Debtors shall deliver to the Administrative Agent evidence of their ownership or interests in any Equipment.

(b)No Debtor shall sell, lease or otherwise dispose of any Equipment without prior notice to the Administrative Agent, other than leases in the ordinary course of business and sales of Equipment, the gross proceeds of which do not exceed $1,000,000 in any calendar year.

(c)The Equipment of each Debtor is in good operating condition and repair, and all necessary replacements and repairs have been made so that the value and operating efficiency of the Equipment is preserved at all times, in each case except for (i) reasonable wear and tear and (ii) Equipment that is being repaired or replaced in the ordinary course of business.  Each Debtor shall ensure that the Equipment is mechanically and structurally sound, and capable of performing the functions for which it was designed, in accordance with manufacturer specifications.  No Debtor shall permit any Equipment to become affixed to, or located at, real property leased by such Debtor if the aggregate amount of payments due by such Debtor during any fiscal year pursuant to the term of such lease exceeds $100,000, unless the Debtor shall have delivered prior written notice thereof to the Administrative Agent and shall use commercially reasonable efforts to cause the landlord of such real property to deliver to the Administrative Agent a lien waiver in form reasonably acceptable to the Administrative Agent and the Required Lenders.  With respect to any real property leased by any Debtor upon which any Equipment is affixed or located as of the date hereof, if the terms of the lease for such real property provide for aggregate payments by such Debtor during any fiscal year in excess of $100,000, such Debtor shall use commercially reasonably efforts to cause the landlord of such real property to deliver to the Administrative Agent a lien waiver in a form reasonably acceptable to the Administrative Agent and the Required Lenders (which will not require the expenditure of any consent fee, other than reimbursement of costs, to the landlord).

(d)Subject to Section 5.05, with respect to any item of Titled Equipment now or hereafter owned by a Debtor and with respect to which perfection must be effected by a means other than the filing of an appropriate financing statement under the applicable Uniform Commercial Code, such Debtor agrees to take such action (or cause its Subsidiaries to take such action), including endorsing certificates of title or executing applications for transfer of title, as is reasonably required by the Administrative Agent or the Required Lenders to enable the Administrative Agent to properly perfect and protect its Lien on such Titled Equipment and to transfer the same.

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Section 4.11.Actions With Respect to Certain Collateral.  (a) If any of the account debtors or other Persons obligated on any of the Receivables, Chattel Paper, Instruments or payment intangibles with a value in excess of $500,000, or on any Contract with a value in excess of $500,000 in any twelve month period, is or becomes a governmental authority subject to the Federal Assignment of Claims Act or like federal or state statute or rule in respect of such Collateral, Debtor shall promptly (i) notify the Administrative Agent in a writing signed by such Debtor that such account debtor or other Person obligated on such Collateral is a Governmental Authority subject to the Federal Assignment of Claims Act or like federal or state statute or rule and (ii) take all actions reasonably required by the Administrative Agent or the Required Lenders to insure the attachment, perfection or priority of, or the ability of the Administrative Agent to enforce, the security interest in such Collateral.

(b)If any Debtor shall at any time hold or acquire a commercial tort claim with a value in excess of $500,000, such Debtor shall promptly notify the Administrative Agent in a writing signed by such Debtor of the brief details thereof and grant to the Administrative Agent in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders. 

(c)If any Debtor shall at any time hold or acquire any vessel, aircraft, aircraft engines, or aircraft propellers, such Debtor shall promptly notify the Administrative Agent in a writing signed by such Debtor, and shall take all actions reasonably requested by the Administrative Agent or the Required Lenders to insure the attachment, perfection and priority of, and the ability of the Administrative Agent to enforce, a security interest therein. 

(d)If any goods that constitute Collateral with a value in excess of $250,000 are at any time in the possession of a bailee, the applicable Debtor or Debtors shall promptly notify the Administrative Agent thereof and, if requested by the Administrative Agent or the Required Lenders, shall promptly use all commercially reasonable efforts to obtain a landlord’s agreement from such bailee, or a similar agreement in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

Article 5
Limitation on Perfection of Security Interest

Section 5.01.Chattel Paper and Instruments.  The perfection of the security interest granted in ‎Article 2 above in, respectively, Chattel Paper (whether tangible or electronic) and Instruments will, prior to the occurrence of an Event of Default (and after the occurrence of an Event of Default unless the Administrative Agent or Required Lenders have required that further actions are taken with respect to the perfection thereof), be effected solely by filing an appropriate financing statement under the applicable Uniform Commercial Code so long as (a) with respect to all Chattel Paper and Instruments, the aggregate face amount of all such Chattel Paper and Instruments does not exceed $500,000 and (b) with respect to any individual Chattel Paper or Instrument, the face amount thereof does not exceed $500,000.  Notwithstanding the foregoing, if no

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Event of Default exists, then upon the request of any Debtor the Administrative Agent shall deliver any Chattel Paper or Instrument in its possession to that Debtor if that Debtor requires possession in order to collect such Chattel Paper or Instrument.  In the event that the aggregate face amount of such Chattel Paper and Instruments exceeds $500,000 individually or in the aggregate, the Debtors shall provide prompt written notice thereof to the Administrative Agent.

Section 5.02.Documents.  The perfection of the security interest granted in ‎Article 2 above in Documents will, prior to the occurrence of an Event of Default (and after the occurrence of an Event of Default unless the Administrative Agent or Required Lenders have required that further actions are taken with respect to the perfection thereof), be effected solely by filing an appropriate financing statement under the applicable Uniform Commercial Code so long as (a) the aggregate value of the goods covered by all such Documents does not exceed $500,000 and (b) the value of the goods covered by any individual Document does not exceed $500,000.  In the event that the value of goods covered by such Documents exceeds $500,000 individually or in the aggregate, the Debtors shall provide prompt written notice thereof to the Administrative Agent.

Section 5.03.Letter of Credit Rights.  The perfection of the security interest granted in ‎Article 2 above in Letter-of-Credit Rights will be required only with respect to (a) solely following the occurrence of an Event of Default and request by the Administrative Agent or Required Lenders, any individual Letter-of-Credit Right the face amount of which exceeds $2,500,000 and (b) any Letter-of-Credit-Rights constituting Supporting Obligations.  In the event that the face amount of any individual Letter-of-Credit Right exceeds $2,500,000 or that any Letter-of-Credit-Rights constitute Supporting Obligations, the Debtors shall provide prompt written notice thereof to the Administrative Agent.

Section 5.04.Fixtures.  The perfection of the security interest granted in ‎Article 2 above in Fixtures will, prior to the occurrence of an Event of Default (and after the occurrence of an Event of Default unless the Administrative Agent or Required Lenders have required that further actions are taken with respect to the perfection thereof), be effected by, at the option of the Administrative Agent at the direction of the Required Lenders, either (1) filing an appropriate financing statement with the appropriate Secretary of State under the applicable Uniform Commercial Code or (2) filing a Mortgage constituting an appropriate Fixture filing in the real property records of the applicable jurisdiction.

Section 5.05.Titled Equipment.  The perfection of the security interest granted in Article 2 above in Titled Equipment will be required only with respect to any Titled Equipment that has a net book value on the date hereof or, if acquired after the date hereof, the date of acquisition greater than or equal to $0.  Furthermore, if at the end of any calendar quarter, commencing with the end of the calendar quarter ending on September 30, 2016, the security interest in any Titled Equipment has not been perfected, then within 60 days after the end of such calendar quarter, the Borrower shall cause the security interest in such items of Titled Equipment to be perfected.

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Article 6
Remedial Provisions

During the existence of an Event of Default, the Administrative Agent may, subject to the Intercreditor Agreement, at the Administrative Agent’s option at the direction of the Required Lenders, exercise one or more of the remedies specified elsewhere in this Agreement or the following remedies:

Section 6.01.General Interim Remedies.  (a) To the extent permitted by Law, the Administrative Agent may exercise all the rights and remedies of a secured party under the UCC.

(b)The Administrative Agent may prosecute actions in equity or at law for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted or for the enforcement of any other appropriate legal or equitable remedy.

(c)The Administrative Agent may require any Debtor to promptly assemble any tangible Collateral of such Debtor and make it available to the Administrative Agent at a place to be designated by the Administrative Agent or the Required Lenders.  The Administrative Agent or its designee may occupy any premises owned or leased by any Debtor where the Collateral is assembled for a reasonable period in order to effectuate the Administrative Agent’s rights and remedies hereunder or under law, without obligation to any Debtor with respect to such occupation.

Section 6.02.Receivables, Chattel Paper, Instruments and Payment Intangibles.  Without limiting any other rights of the Administrative Agent under the Loan Documents, during the existence of an Event of Default, the Administrative Agent may, at the direction of the Required Lenders, establish Collateral Accounts (including additional Dominion Accounts) for the purpose of collecting the payments due to the Debtors under any Contracts or otherwise with respect to the Receivables, Chattel Paper, Instruments and/or payment intangibles and holding the proceeds thereof, and may, or may direct the Debtors to, instruct all makers and/or all obligors with respect thereto to make all payments with respect to such Collateral directly to the Administrative Agent, for the benefit of the holders of the Secured Obligations, for deposit into such Collateral Account.  After such direction to the Debtors, all payments, whether of principal, interest, or other amounts, under any Contracts or otherwise with respect to the Receivables, Chattel Paper, Instruments and/or payment intangibles shall be directed to such Collateral Accounts until such direction is revoked in writing by the Administrative Agent at the direction of the Required Lenders.  All such payments which may from time to time come into the possession of any Debtor shall be held in trust for the Administrative Agent for the benefit of the holders of the Secured Obligations, segregated from the other funds of such Debtor, and delivered to the Administrative Agent immediately in the form received with any necessary endorsement for deposit into such Collateral Account, such delivery in no event to be later than one Business Day after receipt thereof by the applicable Debtor.  Each Debtor agrees to execute any documents reasonably requested by the Administrative Agent or the Required Lenders to create any Collateral Account

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and pledge it to the Administrative Agent for the benefit of the holders of the Secured Obligations.  In connection with the foregoing, the Administrative Agent shall have the right, at the direction of the Required Lenders, at any time during the existence of an Event of Default to take any of the following actions, in the Administrative Agent’s own name or in the name of the applicable Debtor: compromise or extend the time for payment of any payments due with respect to any Instrument or Chattel Paper upon such terms as the Administrative Agent or the Required Lenders may reasonably determine; endorse the name of the applicable Debtor, on checks, instruments, or other evidences of payment with respect to any such Collateral; make written or verbal requests for verification of amount owing on any such Collateral from the maker thereof or obligor thereunder; open mail addressed to such Debtor which the Administrative Agent or the Required Lenders reasonably believe relates to any such Collateral, and, to the extent of checks or other payments with respect to any such Collateral, dispose of same in accordance with this Agreement; take action in the Administrative Agent’s name or the applicable Debtor’s name, to enforce collection; and take all other action necessary to carry out this Agreement and give effect to the Administrative Agent’s rights hereunder.  Costs and expenses incurred by the Administrative Agent in collection and enforcement of amounts owed under any Contracts or otherwise with respect to the Receivables, Chattel Paper, Instruments and/or payment intangibles, including attorneys’ fees and out-of-pocket expenses, shall be reimbursed by the applicable Debtor to the Administrative Agent on demand.  If at any time no Event of Default exists, then upon request of the Borrower the Administrative Agent shall promptly revoke any instructions to account debtors to make payment to the Collateral Accounts and shall pay the amounts in the Collateral Accounts to the Debtors as their interests may appear.

Section 6.03.Contracts.  During the existence of an Event of Default, the Administrative Agent may, at the direction of the Required Lenders, exercise one or more of the following remedies with respect to the Contracts that constitute Collateral:

(a)(i) take any action permitted under ‎Section 6.02 and (ii) in the place and stead of the applicable Debtor, exercise any other rights of such Debtor under the Contracts in accordance with the terms thereof.  Without limitation of the foregoing, each Debtor agrees that under the foregoing circumstances, the Administrative Agent, at the direction of the Required Lenders, may give notices, consents and demands and make elections under the Contracts, modify or waive the terms of the Contracts and enforce the Contracts, in each case, to the same extent and on the same terms as such Debtor might have done in accordance with the terms of such Contracts and applicable Law.  It is understood and agreed that notwithstanding the exercise of such rights and/or the taking or such actions by the Administrative Agent, such Debtor shall remain liable for performance of its obligations under the Contracts; and

(b)upon receipt by the Administrative Agent of notice from any counterparty to any Contract of such Person’s intent to terminate such Contract, the Administrative Agent shall, at the direction of the Required Lenders, be entitled to (i) cure or cause to be cured the condition giving rise to such Person’s right of termination of such Contract, or (ii) acquire and assume (or assign and cause the assumption by a third party of) the rights and obligations of the applicable Debtor under such Contract.

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Section 6.04.Pledged Equity.  (a) Each Debtor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Equity, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof.  Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner.  The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Equity for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do so.

(b)Each Debtor agrees to use its commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Equity pursuant to this ‎Section 6.04 valid and binding and in compliance with any and all other applicable Laws; provided that, notwithstanding the foregoing, each Debtor agrees to use its best efforts to obtain all Affiliate consents and approvals and cause to be done all such other acts by any Affiliate as may be necessary to make such sale or sales of all or any portion of the Pledged Equity pursuant to this ‎Section 6.04 valid and binding and in compliance with any and all other applicable Laws.  Each Debtor further agrees that a breach of any of the covenants contained in this ‎Section 6.04 will cause irreparable injury to the Administrative Agent and the holders of the Secured Obligations, that the Administrative Agent and the holders of the Secured Obligations have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this ‎Section 6.04 shall be specifically enforceable against such Debtor, and such Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred.

Section 6.05.Foreclosure.  (a) The Administrative Agent, at the direction of the Required Lenders, may foreclose on the Collateral in any manner permitted by the courts of or in the State of New York or the jurisdiction in which any Collateral is located.  If the Administrative Agent should institute a suit for the collection of the Secured Obligations and for the foreclosure of this Agreement, the Administrative Agent may, at the direction of the Required Lender, at any time before the entry of a final judgment dismiss the same, and take any other action permitted by this Agreement.

(b)To the extent permitted by law, the Administrative Agent, at the direction of the Required Lenders, may exercise all the foreclosure rights and remedies of a secured party under the UCC.  In connection therewith, the Administrative Agent may, at the direction of the Required Lenders, sell any Collateral at public or private sale, at the office of the Administrative Agent or elsewhere, for cash or credit and upon such other terms as the Administrative Agent and the Required Lenders deem commercially

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reasonable.  The Administrative Agent may, at the direction of the Required Lenders, sell any Collateral at one or more sales, and the security interest granted hereunder shall remain in effect as to the unsold portion of the Collateral.  Each Debtor agrees that to the extent permitted by law such sales may be made without notice.  If notice is required by law, each Debtor hereby deems ten days advance notice of the time and place of any public or private sale reasonable notification, recognizing that if any portion of the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, shorter notice may be reasonable.  The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  The Administrative Agent may, at the direction of the Required Lenders, adjourn any sale by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was adjourned.  In the event that any sale hereunder is not completed or is defective in the opinion of the Administrative Agent or the Required Lenders, the Administrative Agent shall have the right, at the direction of the Required Lenders, to cause subsequent sales to be made hereunder.  Any statements of fact or other recitals made in any bill of sale, assignment, or other document representing any sale hereunder, including statements relating to the occurrence of an Event of Default, acceleration of the Secured Obligations, notice of the sale, the time, place, and terms of the sale, and other actions taken by the Administrative Agent in relation to the sale may be conclusively relied upon by the purchaser at any sale hereunder.  The Administrative Agent may delegate to any agent the performance of any acts in connection with any sale hereunder, including the sending of notices and the conduct of the sale.

Section 6.06.Application of Proceeds.  (a) Unless otherwise specified herein, any cash proceeds received by the Administrative Agent from the sale of, collection of, or other realization upon any part of the Collateral or any other amounts received by the Administrative Agent hereunder may be, at the reasonable discretion of the Administrative Agent and the Required Lenders (i) held by the Administrative Agent in one or more Collateral Accounts as cash collateral for the Secured Obligations or (ii) subject to the terms of the Intercreditor Agreement applied to the Secured Obligations.

(b)Amounts applied to the Secured Obligations shall be applied in the following order:

First, to the payment of the costs and expenses of exercising the Administrative Agent’s rights hereunder, whether expressly provided for herein or otherwise; and

Second, to the payment of the Secured Obligations in the order set forth in Section 8.03 of the Credit Agreement.

Any surplus cash collateral or cash proceeds held by the Administrative Agent after payment in full of the Secured Obligations and the termination of any commitments of the Lenders to any Debtor shall be paid over to such Debtor or to whomever may be lawfully entitled to receive such surplus.

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Section 6.07.Waiver of Certain Rights.  To the full extent each Debtor may do so, such Debtor shall not insist upon, plead, claim, or take advantage of any law providing for any appraisement, valuation, stay, extension, or redemption, and such Debtor hereby waives and releases the same, and all rights to a marshaling of the assets of such Debtor, including the Collateral of such Debtor, or to a sale in inverse order of alienation in the event of foreclosure of the liens and security interests hereby created.  Such Debtor shall not assert any right under any law pertaining to the marshaling of assets, sale in inverse order of alienation, the administration of estates of decedents or other matters whatever to defeat, reduce, or affect the right of the Administrative Agent under the terms of this Agreement.

Section 6.08.Remedies Cumulative.  The Administrative Agent’s remedies under this Agreement and the Loan Documents to which any Debtor is a party shall be cumulative, and no delay in enforcing this Agreement and the Loan Documents to which any Debtor is a party shall act as a waiver of the Administrative Agent’s rights hereunder.

Section 6.09.Reinstatement.  The obligations of each Debtor under this Agreement shall continue to be effective or automatically be reinstated, as the case may be, if at any time payment of any of the Secured Obligations is rescinded or otherwise must be restored or returned by the Administrative Agent upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Debtor or any other obligor or otherwise, all as though such payment had not been made.

Article 7
Miscellaneous

Section 7.01.Amendments.  None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 10.01 of the Credit Agreement.

Section 7.02.Notices.  All notices, requests and demands to or upon the Administrative Agent hereunder shall be in writing and effected in the manner provided for in Section 10.02 of the Credit Agreement.  All notices, requests and demands hereunder to any Debtor shall be in writing and given to it at its address or telecopy number set forth in Schedule 3.3(b) attached hereto or at such other address in the United States as may be specified by such Debtor in a written notice delivered to the Administrative Agent in accordance with Section 10.02 of the Credit Agreement.

Section 7.03.No Waiver by Course of Conduct; Cumulative Remedies; No Duty.  No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent, any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  A waiver by the Administrative Agent of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Administrative Agent would otherwise have on any future occasion.  The rights and remedies provided herein and in the other Loan Documents are cumulative, may be exercised singly or

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concurrently and are not exclusive of any other rights or remedies provided by law.  The powers conferred on the Administrative Agent under this Agreement are solely to protect the Administrative Agent’s rights under this Agreement and shall not impose any duty upon it to exercise any such powers.  Except as elsewhere provided hereunder, the Administrative Agent shall have no duty as to any of the Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to the Collateral.

Section 7.04.Enforcement Expenses; Indemnification.  (a) Each Debtor agrees to pay, or reimburse the Administrative Agent and each holder of the Secured Obligations for, all costs and expenses incurred in connection with the enforcement, attempted enforcement, exercise, or preservation of any rights or remedies under this Agreement or the other Loan Documents to which such Debtor is a party (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all attorney fees.

(b)Each Debtor agrees to pay, and to indemnify and hold the Administrative Agent and each holder of the Secured Obligations harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.

(c)Each Debtor agrees to pay, and to indemnify and hold the Administrative Agent, each holder of the Secured Obligations, and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) harmless from, any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including the fees, charges and disbursements of any counsel for any Indemnitee) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with the execution, delivery, enforcement, performance or administration of any Guaranty, this Agreement, or any Loan Document to which such Debtor is a party, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee;  provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(d)All amounts due under this ‎Section 7.04 shall be payable upon demand therefor.  The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Section 7.05.Successors and Assigns.  This Agreement shall be binding upon the successors and assigns of each Debtor and shall inure to the benefit of the Administrative Agent and the holders of the Secured Obligations and their successors and

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assigns; provided that no Debtor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent.

Section 7.06.Set-Off.  Each Debtor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time upon the occurrence and during the continuance of any Event of Default, without prior notice to such Debtor or any other Loan Party, any such notice being waived by such Debtor to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Debtor against any and all Obligations owing to such Lender under the Credit Agreement, any Guaranty, or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand for payment and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness.  Any such set-off shall be subject to the notice requirements of Section 10.08 of the Credit Agreement; provided,  however, that the failure to give such notice shall not affect the validity of such set-off and application.

Section 7.07.Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 7.08.Severability.  If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 7.09.Section Headings.  The Section headings used in this Agreement are included for convenience of reference only and shall not affect the interpretation of this Agreement.

Section 7.10.Integration.  This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter.

Section 7.11.GOVERNING LAW ETC.

(a)GOVERNING LAW.  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

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WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

(b)SUBMISSION TO JURISDICTION.  EACH DEBTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)WAIVER OF VENUE.  EACH DEBTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH ‎(b) OF THIS SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN ‎SECTION 7.02.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

(e)WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR

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RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 7.12.Additional Debtors.  Each Subsidiary of the Borrower that is required to become a party to this Agreement after the date hereof pursuant to Section 6.12 of the Credit Agreement shall become a Debtor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an instrument in the form of Annex I hereto.

Section 7.13.Termination; Releases.  (a)This Agreement and the security interest created hereby shall terminate upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations), at which time the Administrative Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents which the Debtors shall reasonably request from time to time to evidence such termination, shall deliver to the Debtors or the Debtors’s designee all Collateral then in its possession, and shall authorized Borrower to remove the Administrative Agent as an additional insured or loss payee under the Debtor’s insurance policies.  Any execution and delivery of termination statements or documents pursuant to this ‎Section 7.13(a) shall be without recourse to or warranty by the Administrative Agent.

(b)Any Debtor other than the Borrower shall automatically be released from its obligations hereunder and the security interest granted hereby in the Collateral of such Debtor shall be automatically released in the event that such Debtor ceases to be a Subsidiary of the Borrower as a result of the sale or transfer of all of the Equity Interests of such Debtor or its parent company to a Person other than a Loan Party or a Subsidiary of a Loan Party in a transaction permitted by the Credit Agreement; provided that, to the extent required by the Credit Agreement, the Required Lenders or, if required by the terms of the Credit Agreement, such other requisite number of Lenders, shall have consented to such sale, transfer or other disposition and the terms of such consent did not provide otherwise.  If any of the Collateral shall be sold, transferred or otherwise disposed of by any Debtor in a transaction permitted by the Credit Agreement the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided,  however, that such security interest will continue to attach to all proceeds of such sales or other dispositions.  In connection with any of the foregoing, the Administrative Agent shall deliver to the Debtors any Collateral

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then in its possession and shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents that the Debtors shall reasonably request from time to time to evidence such termination.  Any execution and delivery of termination statements or documents pursuant to this ‎Section 7.13(b) shall be without recourse to or warranty by the Administrative Agent.

(c)[Reserved].

(d)Each Debtor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Administrative Agent subject to such Debtor’s rights under Section 9-509(d)(2) of the UCC.

Section 7.14.Intercreditor Agreement.  Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Administrative Agent pursuant to this Agreement, and the exercise of any right or remedy by the Administrative Agent hereunder, are subject in all respects to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.

[Signature pages follow.]

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EXECUTED as of the date first above written.

U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent
By:	/s/James A. Hanley
	Name:James A. Hanley
	Title: Vice President

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 SERVICES, 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/Alan Krenek
	Name:Alan Krenek
	Title: Senior Vice President, Chief Financial Officer, Treasurer and Secretary

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

BASIC ENERGY SERVICES, L.P. By:BASIC ENERGY SERVICES GP, LLC, its General Partner By:BASIC ENERGY SERVICES, INC., its Sole Member
By:	/s/Alan Krenek
	Name:Alan Krenek
	Title:Senior Vice President, Chief Financial Officer, Treasurer and Secretary

TAYLOR INDUSTRIES, LLC
By:	/s/Alan Krenek
	Name: Alan Krenek
	Title:Senior Vice President, Chief Financial Officer, Treasurer and Secretary