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): May 10, 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.

On May 10, 2016, Basic Energy Services, Inc. (“Basic”) entered into Amendment No. 3 (“Amendment No. 3”) to Term Loan Credit Agreement (the “Term Loan Agreement”) with a syndicate of lenders and U.S. Bank National Association, as administrative agent for the lenders. Pursuant to Amendment No. 3, among other things, (i) the obligation of each delayed draw term loan lender to fund its delayed draw term loan under the Term Loan Agreement is now subject to satisfaction of certain conditions precedent on or prior to October 31, 2016, a date which is extended from April 29, 2016 as originally set forth in the Term Loan Agreement, (ii) the delayed draw availability period and the delayed draw commitment termination date were extended to reference October 31, 2016 and (iii) the term prohibiting Basic from soliciting alternative debt financing arrangements was extended to reference October 31, 2016. A copy of Amendment No. 3 is filed hereto as Exhibit 10.3 and is incorporated herein by reference. The above description of Amendment No. 3 is qualified in its entirety by the full text of Exhibit No. 3.

Basic previously entered into two immaterial amendments to the Term Loan Agreement, which are filed hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
	10.1	Amendment No. 1 to Term Loan Credit Agreement dated as of March 28, 2016, among Basic as Borrower, U.S. Bank National Association, as administrative agent and the Lenders Party thereto.
	10.2	Amendment No. 2 to Term Loan Credit Agreement dated as of April 27, 2016, among Basic as Borrower, U.S. Bank National Association, as administrative agent and the Lenders Party thereto.
	10.3	Amendment No. 3 to Term Loan Credit Agreement dated as of May 10, 2016, among Basic as Borrower, U.S. Bank National Association, as administrative agent and the Lenders Party thereto.

SIGNATURES

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

	Basic Energy Services, Inc.
Date: May 10, 2016	By:	/s/ Alan Krenek
		Alan Krenek
		Senior Vice President, Chief Financial Officer,
		Treasurer and Secretary

EXHIBIT INDEX

(d)	Exhibits
	10.1	Amendment No. 1 to Term Loan Credit Agreement dated as of March 28, 2016, among Basic as Borrower, U.S. Bank National Association, as administrative agent and the Lenders Party thereto.
	10.2	Amendment No. 2 to Term Loan Credit Agreement dated as of April 27, 2016, among Basic as Borrower, U.S. Bank National Association, as administrative agent and the Lenders Party thereto.
	10.3	Amendment No. 3 to Term Loan Credit Agreement dated as of May 10, 2016, among Basic as Borrower, U.S. Bank National Association, as administrative agent and the Lenders Party thereto.

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENT

This Amendment No. 1 to Term Loan Credit Agreement (this “Amendment”), is dated as of March 28, 2016 (the “First Amendment Effective Date”) and is entered into byBASIC 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 U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”).

INTRODUCTION

A.    Reference is made to the Term Loan Credit Agreement dated as of February 17, 2016 (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 to extend the period of time in which the Borrower may satisfy the Real Estate Collateral Requirement.

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. Section 6.12(g) of the Credit Agreement is hereby amended in its entirety to read as follows:

(g)    With respect to any Mortgage delivered covering any of the Material Real Property or Salt Water Disposal Assets identified in Schedule 5.08, satisfy the Real Estate Collateral Requirement within 60 days of the delivery of such Mortgage, except that the Borrower will not be required to deliver a title policy with respect to (i) any Salt Water Disposal Asset that is determined by the Title Company to be uninsurable due to the nature of the Borrower’s interest in such Salt Water Disposal Asset or (ii) any Salt Water Disposal Asset for which the issuance of a title policy requires documentation from a third party that has been requested but has not been delivered after the Borrower has used commercially reasonable efforts (without the expenditure of funds) to obtain such documentation.

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 the 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; and (d) no Default or Event of Default exists under the Loan Documents after giving effect to this Amendment.

Section 4.Effect on Credit Documents. Except as amended hereby, 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. The effectiveness of this Amendment is subject to the Administrative Agent’s receipt of counterparts of this Amendment (which may be by electronic transmission) executed by the Borrower, the Guarantors, the Administrative Agent and the Required Lenders.

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

Section 8.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 9.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.

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

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.

TAYLOR INDUSTRIES, LLC

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, 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

BASIC ENERGY SERVICES LP, LLC

By: /s/Jerry Tufly        

Name:    Jerry Tufly

Title:    Sole Manager and President

ADMINISTRATIVE AGENT AND LENDERS:

U.S. BANK NATIONAL ASSOCIATION,

as Administrative Agent

By: /s/James A. Hanley        

Name: James A. Hanley

Title: Vice President

WEST STREET ENERGY PARTNERS, L.P., as a Lender

By: Broad Street Energy Advisors, L.L.C., its General Partner

By: /s/Ken Pontarelli        

Name: Ken Pontarelli    

Title: Vice President

BALIUS CAYMAN L.P., as a Lender

By: Broad Street Energy Advisors, L.L.C., its General Partner

By: /s/Ken Pontarelli        

Name: Ken Pontarelli

Title: Vice President

RIVERSTONE VI BASIC HOLDINGS, L.P., as a Lender

By: RIVERSTONE ENERGY PARTNERS VI, L.P., its general partner

By: RIVERSTONE ENERGY GP VI, LLC,
its general partner

By: /s/Thomas J. Walker        

Name: Thomas J. Walker

Title: Managing Director

EX-10.2

Exhibit 10.2

AMENDMENT NO. 2 TO TERM LOAN CREDIT AGREEMENT

This Amendment No. 2 to Term Loan Credit Agreement (this “Amendment”), is dated as of April 27, 2016 (the “Second Amendment Effective Date”) and is entered into byBASIC 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 U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”).

INTRODUCTION

A.    Reference is made to the Term Loan Credit Agreement dated as of February 17, 2016 (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 to extend the period of time in which the Borrower may satisfy the Real Estate Collateral Requirement.

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. Section 6.12(g) of the Credit Agreement is hereby amended in its entirety to read as follows:

(g)    With respect to any Mortgage delivered covering any of the Material Real Property or Salt Water Disposal Assets identified in Schedule 5.08, satisfy the Real Estate Collateral Requirement within 90 days of the delivery of such Mortgage, except that the Borrower will not be required to deliver a title policy with respect to (i) any Salt Water Disposal Asset that is uninsurable due to the nature of the Borrower’s interest in such Salt Water Disposal Asset or (ii) any Salt Water Disposal Asset for which the issuance of a title policy requires documentation from a third party that has been requested but has not been delivered after the Borrower has used commercially reasonable efforts (without the expenditure of funds) to obtain such documentation.

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; and (d) no Default or Event of Default exists under the Loan Documents after giving effect to this Amendment.

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. The effectiveness of this Amendment is subject to the Administrative Agent’s receipt of counterparts of this Amendment (which may be by electronic transmission) executed by the Borrower, the Guarantors, the Administrative Agent and the Required Lenders.

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

Section 8.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 9.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.

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

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.

TAYLOR INDUSTRIES, LLC

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, 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

BASIC ENERGY SERVICES LP, LLC

By: /s/Jerry Tufly        

Name:    Jerry Tufly

Title:    Sole Manager and President

ADMINISTRATIVE AGENT AND LENDERS:

U.S. BANK NATIONAL ASSOCIATION,

as Administrative Agent

By: /s/James A. Hanley        

Name: James A. Hanley

Title: Vice President

WEST STREET ENERGY PARTNERS, L.P., as a Lender

By: Broad Street Energy Advisors, L.L.C., its General Partner

By: /s/Charlie Gailliot        

Name: Charlie Gailliot

Title: Vice President

BALIUS CAYMAN L.P., as a Lender

By: Broad Street Energy Advisors, L.L.C., its General Partner

By: /s/Charlie Gailliot        

Name: Charlie Gailliot

Title: Vice President

RIVERSTONE VI BASIC HOLDINGS, L.P., as a Lender

By: RIVERSTONE ENERGY PARTNERS VI, L.P., its general partner

By: RIVERSTONE ENERGY GP VI, LLC,
its general partner

By: /s/ N. John Lancaster        

Name: N. John Lancaster

Title: Partner

EX-10.3

Exhibit 10.3

Execution Version

AMENDMENT NO. 3 TO TERM LOAN CREDIT AGREEMENT

This Amendment No. 3 to Term Loan Credit Agreement (this “Amendment”), is dated as of May 10, 2016 and is entered into byBASIC 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 U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”).

INTRODUCTION

A.    Reference is made to the Term Loan Credit Agreement dated as of February 17, 2016 (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 to extend the period of time in which the Borrower may borrow the Delayed Draw Term Loans.

C.    The Administrative Agent and the 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 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.    The definition of “Delayed Draw Availability Period” in Article I of the Credit Agreement is hereby amended by deleting “April 29, 2016” and inserting in lieu thereof “October 31, 2016”.

B.    The definition of “Delayed Draw Commitment Termination Date” in Article I of the Credit Agreement is hereby amended by deleting “April 29, 2016” and inserting in lieu thereof “October 31, 2016”.

C.    Section 2.09(b) of the Credit Agreement is hereby amended by deleting from clause (y) of the first sentence thereof “April 29, 2016” and inserting in lieu thereof “October 31, 2016”.

D.    Section 4.03 of the Credit Agreement is hereby amended by deleting from the fourth line thereof “April 29, 2016” and inserting in lieu thereof “October 31, 2016”.

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; and (d) no Default or Event of Default exists under the Loan Documents before or after giving effect to this Amendment.

Section 4.Effect on Credit Documents. Except as amended hereby, 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. The effectiveness of this Amendment is subject to the Administrative Agent’s receipt of counterparts of this Amendment (which may be by electronic transmission) executed by the Borrower, the Guarantors, the Administrative Agent and each Lender party to the Credit Agreement as of the date of execution of this Amendment.

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

Section 8.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 9.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.

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

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.

TAYLOR INDUSTRIES, LLC

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, 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

BASIC ENERGY SERVICES LP, LLC

By: /s/Jerry Tufly        

Name:    Jerry Tufly

Title:    Sole Manager and President

ADMINISTRATIVE AGENT AND LENDERS:

U.S. BANK NATIONAL ASSOCIATION,

as Administrative Agent

By: /s/James A. Hanley        

Name: James A. Hanley

Title: Vice President

WEST STREET ENERGY PARTNERS, L.P., as a Lender

By: Broad Street Energy Advisors, L.L.C., its General Partner

By: /s/Charlie Gailliot        

Name: Charlie Gailliot

Title: Vice President

BALIUS CAYMAN L.P., as a Lender

By: Broad Street Energy Advisors, L.L.C., its General Partner

By: /s/Charlie Gailliot        

Name: Charlie Gailliot

Title: Vice President

SHELTER INVESTMENTS, LLC

By: Goldman, Sachs & Co., for and on its behalf

By: /s/Kenneth Pontarelli        

Name: Kenneth Pontarelli

Title: Managing Director

BROAD STREET LONDON PARTNERS #1, L.P.

By: Goldman, Sachs & Co., Duly Authorized

By: /s/William Y. Eng        

Name: William Y. Eng

Title: Attorney-in-Fact

BROAD STREET LONDON PARTNERS #2, L.P.

By: Goldman, Sachs & Co., Duly Authorized

By: /s/William Y. Eng        

Name: William Y. Eng

Title: Attorney-in-Fact

RIVERSTONE VI BASIC HOLDINGS, L.P., as a Lender

By: RIVERSTONE ENERGY PARTNERS VI, L.P., its general partner

By: RIVERSTONE ENERGY GP VI, LLC,
its general partner

By: /s/N. John Lancaaster        

Name: N. John Lancaster

Title: Partner