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): September 13, 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.

As previously reported, (i) on August 31, 2016, Basic Energy Services, Inc. (“Basic” or the “Company”) and certain of its subsidiaries entered into the Temporary Limited Waiver and Consent (the “First Limited Waiver”) to the Term Loan Credit Agreement dated as of February 17, 2016 (the “Term Loan Agreement”), by and among Basic, as borrower, the lenders party thereto (the “Term Loan Lenders”) and U.S. Bank National Association, as administrative agent for the Term Loan Lenders (the “Term Loan Administrative Agent”) and (ii) on September 1, 2016, Basic and certain of its subsidiaries entered into the Temporary Limited Waiver and Consent (the “Second Limited Waiver”) to the Term Loan Agreement. Pursuant to the First Limited Waiver, the Term Loan Lenders temporarily waived the event of default under the Term Loan Agreement requiring Basic to cause not less than 95% of the term loan priority collateral to become subject to a perfected, first priority lien in favor of the Term Loan Administrative Agent for the benefit of the secured parties to the Term Loan Agreement on or prior to August 31, 2016 (the “Collateral Coverage Event of Default”). Pursuant to the Second Limited Waiver, the Term Loan Lenders temporarily waived the event of default under the Term Loan Agreement requiring Basic and its consolidated subsidiaries to maintain unrestricted cash balances and cash equivalents of not less than $50,000,000 as of any date (the “Liquidity Event of Default”).

Term Loan Credit Agreement Temporary Limited Waiver

On September 13, 2016, Basic and certain of its subsidiaries entered into the Temporary Limited Waiver and Consent (the “Third Limited Waiver”) to the Term Loan Agreement. Pursuant to the Third Limited Waiver, among other provisions, the Term Loan Lenders (i) extended the temporary waiver of the Collateral Coverage Event of Default and the Liquidity Event of Default, (ii) temporarily waived the event of default (the “Anticipated Event of Default”) pursuant to Section 8.01(e) of the Term Loan Agreement that would otherwise occur on September 14, 2016 at the expiration of the Company’s grace period with respect to the Company’s failure to make an interest payment (the “2019 Notes Interest Payment”) on August 15, 2016 under Basic’s 7.75% Senior Notes due 2019 (the “2019 Notes”) and (iii) consented to Basic’s execution and delivery of the Control Agreement (as defined below) and the depositing of the Pledged Cash (as defined below) with Bank of America, N.A. to secure the Credit Card Program and acknowledge that such actions shall not constitute a default or event of default under the Term Loan Agreement or any related loan document.

The Third Limited Waiver becomes effective beginning on the date that certain conditions defined therein have been satisfied and ending on the earliest to occur of (i) the occurrence or existence of any event of default under the Term Loan Agreement, other than the Collateral Coverage Event of Default, the Liquidity Event of Default and the Anticipated Event of Default, (ii) notice from the Term Loan Administrative Agent or the Required Lenders (as defined in the Third Limited Waiver) of the occurrence or existence of any Temporary Limited Waiver Default (as defined in the Third Limited Waiver), (iii) the later of September 28, 2016 or such later date as the Required Lenders and Basic may agree in their respective sole discretion or (iv) as of any date the unrestricted cash balances and cash equivalents of Basic and its consolidated subsidiaries is less than $33,500,000.

In consideration for the Term Loan Lenders agreeing to the temporary limited waivers and consent set forth in the Third Limited Waiver, Basic will pay the interest on the principal amount of all outstanding obligations under the Term Loan Agreement at a fluctuating rate per annum equal to the default rate under the Term Loan Agreement, so long as the Collateral Coverage Event of Default, the Liquidity Event of Default, the Anticipated Event of Default or any other event of default is continuing. In addition, so long as the Collateral Coverage Event of Default, the Liquidity Event of Default, the Anticipated Event of Default or any other event of default is continuing, (i) Basic is not permitted to take any action under any loan document that is conditioned upon there being no default or event of default existing at the time of such action and (ii) neither the Term Loan Administrative Agent nor any Term Loan Lender is required to facilitate or otherwise permit any action under any loan document that is conditioned upon there being no default or event of default existing at the time of such action.

A copy of the Third Limited Waiver is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The above description of the Third Limited Waiver is qualified in its entirety by the full text of such exhibit.

ABL Credit Agreement Temporary Limited Waiver

On September 14, 2016, Basic and certain of its subsidiaries entered into the Temporary Limited Waiver (the “ABL Limited Waiver”) to the Amended and Restated Credit Agreement dated as of November 26, 2014 (as subsequently amended,

the “ABL Agreement”), by and among Basic, as borrower, the lenders party thereto (the “ABL Lenders”) and Bank of America, N.A., as administrative agent for the ABL Lenders (the “ABL Administrative Agent”), swing line lender and l/c issuer.

Pursuant to the ABL Limited Waiver, among other provisions, the ABL Lenders temporarily waived the Anticipated Event of Default. The ABL Limited Waiver becomes effective beginning on the date that certain conditions defined therein have been satisfied and ending on the earliest to occur of (i) the occurrence or existence of any event of default under the ABL Agreement, other than the Anticipated Event of Default, (ii) notice from the ABL Administrative Agent or the Required Lenders (as defined in the ABL Limited Waiver) of the occurrence or existence of any Temporary Limited Waiver Default (as defined in the ABL Limited Waiver) or (iii) the later of September 28, 2016 or such later date as the Required Lenders and Basic may agree in their respective sole discretion.

In consideration for the ABL Lenders agreeing to the temporary limited waivers set forth in the ABL Limited Waiver, Basic will pay letter of credit fees at a fluctuating rate per annum equal to the default rate under the ABL Agreement, so long as the Anticipated Event of Default or any other event of default is continuing. In addition, so long as the Anticipated Event of Default or any other event of default is continuing, (i) Basic is not permitted to take any action under any loan document that is conditioned upon there being no default or event of default existing at the time of such action and (ii) neither the ABL Administrative Agent nor any ABL Lender is required to facilitate or otherwise permit any action under any loan document that is conditioned upon there being no default or event of default existing at the time of such action.

Also under the ABL Limited Waiver, pursuant to the Treasury Management Services Security and Control Agreement (the “Control Agreement”) between Basic and Bank of America, N.A., so long as not less than $2,000,000 (the “Pledged Cash”) is maintained as security for the program created in part under the Commercial Prepaid Card Purchase Agreement between Basic and Bank of America, N.A. dated on or around March 14, 2006 (the “Credit Card Program”), (i) the Lenders agree that certain restrictions or penalties will not be imposed thereunder; and (ii) the Credit Card Program will not be terminated as a result of the institution of a proceeding under any debtor relief law, other than under certain limited circumstances.

A copy of the ABL Limited Waiver is filed as Exhibit 10.2 hereto and is incorporated herein by reference. The above description of the ABL Limited Waiver is qualified in its entirety by the full text of such exhibit.

2019 Senior Notes Forbearance

On September 14, 2016, Basic entered into the Forbearance (the “Forbearance”) among Basic, certain guarantors party thereto, and certain beneficial owners and/or investment advisors or managers of discretionary accounts for the holders or beneficial owners (the “Holders”) of 81% of the aggregate principal amount of the 2019 Notes. The 2019 Notes were issued pursuant to the Indenture, dated as of February 15, 2011 (as subsequently amended, modified or supplemented, the “Indenture”), among Basic, the guarantors party thereto and Wilmington Trust, N.A., as successor trustee (the “Trustee”).

Pursuant to the Forbearance, among other provisions, each Holder agrees that during the “Forbearance Period,” subject to certain conditions precedent and continuing conditions, it will not enforce, or otherwise take any action to direct enforcement of, any of the rights and remedies available to the Holders or the Trustee under the Indenture or the 2019 Notes or otherwise, including, without limitation, any action to accelerate, or join in any request for acceleration of, the 2019 Notes under the Indenture or the 2019 Notes, solely with respect to the 2019 Notes Interest Payment. As defined in the Forbearance, the “Forbearance Period” begins on September 14, 2016 and ends on the earliest to occur of (i) 11:59 p.m. (New York City time) on September 28, 2016, (ii) the occurrence of any event of default under the Indenture, other than the Anticipated Event of Default and (iii) five calendar days following Basic’s receipt of bona fide notice from any Holder of any breach of the conditions or agreements set forth in the Forbearance. Also pursuant to the Forbearance, each Holder agrees that, during the Forbearance Period, it will not sell, pledge, hypothecate or otherwise transfer any 2019 Notes, except under limited circumstances.

A copy of the Forbearance is filed as Exhibit 10.3 hereto and is incorporated herein by reference. The above description of the Forbearance is qualified in its entirety by the full text of such exhibit.

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 Third Limited Waiver, the ABL Limited Waiver and the Forbearance set forth above in Item 1.01 are incorporated by reference into this Item 2.03.

Item 3.03 Material Modification to Rights of Security Holders.

The description of the Forbearance set forth above in Item 1.01 is incorporated by reference into this Item 3.03.

Item 7.01 Regulation FD Disclosure.

On September 14, 2016, Basic issued a press release announcing entry into the Third Limited Waiver, the ABL Limited Waiver and the Forbearance, as described above in Item 1.01. A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.

The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing of Basic’s under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things, the risk factors discussed in this Current Report and in our most recent Annual Report on Form 10-K and other factors, most of which are beyond our control. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “plan,” “expect,” “indicate” and similar expressions are intended to identify forward-looking statements. All statements other than statements of current or historical fact contained in this Current Report are forward-looking statements. Although we believe that the forward-looking statements contained in this Current Report are based upon reasonable assumptions, the forward-looking events and circumstances discussed in this Current Report may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
	10.1	Temporary Limited Waiver dated as of September 13, 2016, among Basic, the guarantors party thereto, the Term Loan Lenders and U.S. Bank National Association.
	10.2	Temporary Limited Waiver dated as of September 14, 2016, among Basic, the guarantors party thereto, the ABL Lenders and Bank of America, N.A.
	10.3	Forbearance dated as of September 14, 2016, among Basic, the guarantors party thereto and the Holders.
	99.1	Press Release dated September 14, 2016.

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: September 15, 2016	By:	/s/ Alan Krenek
		Alan Krenek
		Senior Vice President, Chief Financial Officer,
		Treasurer and Secretary

EXHIBIT INDEX

(d)	Exhibits
	10.1	Temporary Limited Waiver dated as of September 13, 2016, among Basic, the guarantors party thereto, the Term Loan Lenders and U.S. Bank National Association.
	10.2	Temporary Limited Waiver dated as of September 14, 2016, among Basic, the guarantors party thereto, the ABL Lenders and Bank of America, N.A.
	10.3	Forbearance dated as of September 14, 2016, among Basic, the guarantors party thereto and the Holders.
	99.1	Press Release dated September 14, 2016.

EX-10.1

Exhibit 10.1 TEMPORARY LIMITED WAIVER AND CONSENT This TEMPORARY LIMITED WAIVER AND CONSENT (this “Agreement”) is entered into as of September 13, 2016, by and among Basic Energy Services, Inc., as Borrower, the guarantors party hereto (together with Borrower, the “Loan Parties”), the financial institutions party hereto as Lenders under the Credit Agreement (as hereinafter defined), and U.S. Bank National Association, as Administrative Agent for the Lenders (in such capacity, “Agent” and collectively with the Lenders, the “Lender Parties”). RECITALS A. Borrower, the other Loan Parties, Agent and the Lenders (including the Lenders party hereto) are parties to that certain Credit Agreement, dated as of February 17, 2016 (as has been amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which, among other things, the Lenders agreed, upon the terms and subject to the conditions set forth in the Credit Agreement, to make certain loans to Borrower. B. Borrower, the other Loan Parties, the Agent and the Lenders party hereto entered into (i) the Temporary Limited Waiver and Consent on August 31, 2016 (the “Collateral Coverage Waiver”) pursuant to which, among other things, such Lenders and the Agent waived, on the terms and subject to the conditions set forth in the Collateral Coverage Waiver, the Borrower’s failure to cause not less than 95% of the Term Loan Priority Collateral (measured exclusive of any proceeds of the Loans held in the Escrow Account) to become subject to a perfected, first priority Lien in favor of the Agent for the benefit of the Secured Parties (prior to all other Liens other than Liens permitted pursuant to Section 7.01 of the Credit Agreement) on or prior to August 31, 2016 (the “Collateral Coverage Default”) and (ii) the Temporary Limited Waiver and Consent on September 1, 2016 (the “Liquidity Waiver” and, together with the Collateral Coverage Waiver, the “Existing Waivers”) pursuant to which, among other things, such Lenders and the Agent waived, on the terms and subject to the conditions set forth in the Liquidity Waiver, any failure of the Borrower and its consolidated Subsidiaries to maintain unrestricted cash balances and Cash Equivalents of at least $50,000,000 (the “Liquidity Event of Default” and, together with the Collateral Coverage Event of Default, the “Waived Events of Default”). C. Borrower previously disclosed to the Agent and the Lenders that it has failed to make the interest payment that was due and payable on August 15, 2016 with respect to the Borrower’s 2019 Senior Notes, such 2019 Senior Notes having an aggregate principal amount of more than $15,000,000 (the “Missed Interest Payment”). D. The Missed Interest Payment will become an “Event of Default” (as defined in the 2019 Senior Note Documents) on September 14, 2016, which will result in an Event of Default pursuant to Section 8.01(e) of the Credit Agreement (the “Anticipated Event of Default” and together with the Waived Events of Default, the “Specified Events of Default”). E. Borrower has requested that Agent and the Lender Parties (i) temporarily extend the temporary waiver of the Waived Events of Default provided for in the Liquidity

2 Waiver and Collateral Coverage Waiver and (ii) temporarily waive during the Temporary Limited Waiver Period (as defined below) the Anticipated Event of Default. F. Borrower has, on or prior to the date hereof, entered into a Treasury Management Services Security and Control Agreement (the “Control Agreement”) by and among Borrower, Bank of America, N.A., as secured party, and Bank of America, N.A., as depository, pursuant to which Borrower has deposited $2,000,000 (the “Pledged Cash”) into the account specified therein as security exclusively for the obligations under that certain Bank of America Corporate Purchasing Card Agreement, between Bank of America, N.A. and Basic Energy Services L.P., dated on or around July 21, 2005 and that certain Commercial Prepaid Card Purchase Agreement between Bank of America, N.A., and the Borrower dated on or around March 14, 2006 (each as amended, supplemented or modified from time to time, collectively, the “Credit Card Program”). G. Upon the terms and subject to the conditions set forth in this Agreement, the Lenders party hereto, which constitute Required Lenders as of the Effective Date (as defined below) have agreed, except as expressly set forth herein, to (i) temporarily extend the temporary waiver of the Waived Events of Default, (ii) temporarily waive the Anticipated Event of Default, in each case, during the Temporary Limited Waiver Period (as defined below) and (iii) consent to the Borrower’s execution and delivery of the Control Agreement and the depositing of the Pledged Cash with Bank of America, N.A. to secure the Credit Card Program and acknowledge that such actions shall not constitute a Default or Event of Default under the Credit Agreement or any other Loan Document (the actions set forth in this clause (iii), the “Specified Credit Card Program Consent”). NOW, THEREFORE, in consideration of the foregoing, the terms, covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. Definitions. Unless otherwise defined in this Agreement, capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement. All references to herein, hereto and words of similar import mean this Agreement. SECTION 2. Confirmation by Loan Parties of Obligations and the Specified Events of Default. Each Loan Party acknowledges and agrees that, as of the Effective Date, the aggregate outstanding principal balance of the Loans under the Credit Agreement is $164,587,500.00, exclusive of interest, fees, expenses and other amounts that are chargeable or otherwise reimbursable under the Credit Agreement and the other Loan Documents, all of which the Loan Parties hereby acknowledge and agree are outstanding and payable in accordance with the Loan Documents. Each Loan Party further acknowledges and agrees that (x) in addition to any other rights and remedies that the Lender Parties may have under the Loan Documents, at law, in equity or otherwise, in the absence of the Existing Waivers (with respect to the Waived Events of Default only) and the Temporary Limited Waiver, any of the Specified Events of Default would permit the Lender Parties to accelerate all or any portion of the Obligations in accordance with Section 8.02 of the Credit Agreement and (y) with respect to the Specified Events of Default, this

3 Agreement constitutes a notice of the occurrence of any Default as required by Section 6.03(a) of the Credit Agreement. SECTION 3. Consent to Credit Card Program; Temporary Limited Waiver; Temporary Limited Waiver of Default Rights and Remedies. (a) In reliance upon the representations, warranties and covenants of the Loan Parties contained in this Agreement, and upon the terms and subject to the conditions of this Agreement, effective as of the Effective Date, each of the Lender Parties hereby (i) agrees to the Specified Credit Card Program Consent and (ii) waives the Specified Events of Default until the Temporary Limited Waiver Period ends in accordance with the terms hereof; provided that nothing herein shall be deemed to permit the Borrower or any Subsidiary to take any action under any Loan Document that is conditioned upon there being no Default or Event of Default existing at the time of such action (such waiver, subject to the limitations set forth in this proviso, the “Temporary Limited Waiver”). In addition, each of the Lender Parties acknowledges and agrees that during the Temporary Limited Waiver Period no right exists to (and none of the Agent, any Lender or any other Person shall) exercise any right or remedy pursuant to Section 8.02 of the Credit Agreement or pursuant to any other provision of any Loan Document (other than as set forth in the immediately preceding sentence), in each case, arising on account of any Specified Event of Default. (b) In connection with the Existing Waivers, the Required Lenders requested and the Borrower agreed to pay, effective from and including August 31, 2016 and in accordance with Section 2.08(d) of the Credit Agreement, interest on the principal amount of all outstanding obligations under the Credit Agreement at a fluctuating rate per annum equal to the Default Rate. Notwithstanding the Temporary Limited Waiver and in consideration of the granting thereof, the Borrower hereby reaffirms its obligation in accordance with Section 2.08(d) of the Credit Agreement to pay the interest on the principal amount of all outstanding obligations under the Credit Agreement at a fluctuating rate per annum equal to the Default Rate so long as any Specified Event of Default or any other Event of Default is continuing. In addition, the Borrower and each other Loan Party acknowledges and agrees that, so long as any Specified Event of Default or any other Event of Default is continuing, (i) it is not permitted to and it will not take any action under any Loan Document that is conditioned upon there being no Default or Event of Default existing at the time of such action and (ii) neither the Agent nor any Lender is required to facilitate or otherwise permit any action under any Loan Document that is conditioned upon there being no Default or Event of Default existing at the time of such action. (c) Borrower acknowledges and agrees that the Temporary Limited Waiver is a one-time waiver and is limited to the extent specifically set forth above. Except for the Specified Events of Default during the Temporary Limited Waiver Period as described in this Section 3, each Loan Party acknowledges and agrees that the Temporary Limited Waiver shall not waive (or be deemed to be or constitute a waiver of) any covenant, term or provision in the Credit Agreement or any other Loan Document (or any breach thereof or any Default or Event of Default) or hinder, restrict or otherwise modify any of the rights and remedies of any of the Lender Parties in respect of any present or future Default or Event of Default (whether or not related to the Specified Events of Default) under the Credit Agreement or any other Loan Document, at law, in equity or otherwise.

4 (d) Immediately upon the Temporary Limited Waiver Period ending in accordance with the terms hereof, the agreements set forth in Section 3(a) (other than the Specified Credit Card Program Consent) shall be void ab initio. (e) As used herein, the term “Temporary Limited Waiver Period” shall mean the period beginning on the Effective Date and ending on the earliest to occur of (the occurrence of an event described in clause (i), (ii), (iii) or (iv) below, a “Termination Event”): (i) the occurrence or existence of any Event of Default (other than the Specified Events of Default), (ii) notice from the Agent or the Required Lenders of the occurrence or existence of any Temporary Limited Waiver Default (as defined below), (iii) the later of (A) September 28, 2016 or (B) such later date as the Required Lenders and the Borrower may agree in their respective sole discretion or (iv) as of any date the unrestricted cash balances and Cash Equivalents of the Borrower and its consolidated Subsidiaries is less than $33,500,000. (f) As used herein, the term “Temporary Limited Waiver Default” shall mean the occurrence or existence of any of the following: (i) any representation or warranty contained in this Agreement shall be incorrect in any material respect as of the Effective Date, provided that if any such representation or warranty is qualified by or subject to a materiality qualification, such representation or warranty shall be incorrect in any respect; (ii) any Loan Party breaches any provision of this Agreement; (iii) the initiation of any action by, or any other legal challenge of, any Loan Party or any Affiliate thereof to invalidate or limit the enforceability of any provision of this Agreement or any other Loan Document; (iv) the failure of the Borrower to enter into a waiver (the “ABL Waiver Agreement”) with the Required Lenders under (and as defined in) the ABL Credit Agreement that is acceptable to the Required Lenders in their sole discretion (it being understood and agreed that in order to be acceptable such waiver, at a minimum, must (A) not provide for (i) the cash collateralization of any letter of credit issued under the ABL Credit Agreement or (ii) the payment of any fee or other amount (other than the reimbursement of reasonable legal expenses or the payment of letter of credit fees at the default rate in accordance with the terms of the ABL Credit Agreement as in effect on the date hereof) to any lender, agent, issuing bank, arranger or similar party under the ABL Credit Agreement and (B) terminate by its terms not earlier than September 28, 2016) prior to 5:00 p.m. New York City time on September 14, 2016 (it being understood that the draft approved by counsel to the Lender Parties on the date hereof is acceptable to the Required Lenders); (v) the failure of the Borrower to enter into a forbearance agreement (the “2019 Senior Notes Forbearance Agreement”) in respect of the Missed Interest Payment with the holders of at least 50% of the aggregate principal amount of the 2019 Senior Notes then outstanding that is acceptable to the Required Lenders in their sole discretion (it being understood and agreed that in order to be

5 acceptable such forbearance agreement, at a minimum, must (A) not provide for the payment of any fee or other amount (other than the reimbursement of expenses as provided for in such forbearance agreement) to any holder of the 2019 Senior Notes and (B) terminate by its terms not earlier than September 28, 2016) prior to 5:00 p.m. New York City time on September 14, 2016 (it being understood that the draft approved by counsel to the Lender Parties on the date hereof is acceptable to the Required Lenders); (vi) (A) the delivery of an “acceleration notice” under (and as defined in) the 2019 Senior Notes Documents by the trustee under the 2019 Senior Notes Documents or the holders of at least 25% of the aggregate principal amount of the 2019 Senior Notes then outstanding or (B) the acceleration of the 2019 Senior Notes or any other exercise of remedies with respect thereto; (vii) (A) the termination of the ABL Waiver Agreement for any reason or (B) any amendment or modification thereto that is adverse to the interests of any Lender Party without the prior written consent of the Required Lenders; (viii) (A) the termination of the 2019 Senior Notes Forbearance Agreement for any reason or (B) any amendment or modification thereto that is adverse to the interests of any Lender Party without the prior written consent of the Required Lenders; and (ix) on or after the date hereof, the cash collateralization of any letter of credit issued under the ABL Credit Agreement. (g) Upon the occurrence of a Termination Event, the Temporary Limited Waiver Period shall immediately end without the requirement of any demand, presentment, protest, notice or other action of any kind, all of which Borrower and the other Loan Parties each waives, and the Lender Parties shall be entitled to exercise all rights and remedies available under the Loan Documents and/or applicable law in respect of any Specified Event of Default that has occurred and is continuing. (h) Any agreement by the Lender Parties to extend the Temporary Limited Waiver Period, if any, must be set forth in writing and signed by a duly authorized signatory of each of the Agent and the Required Lenders. (i) The Borrower and the other Loan Parties each acknowledge that the Lender Parties have not made any assurances concerning (i) any possibility of an extension of the Temporary Limited Waiver Period, (ii) the manner in which or whether any Specified Event of Default may be resolved or (iii) any additional forbearance, waiver, restructuring or other accommodations. (j) The parties hereto agree that the running of all statutes of limitation and the doctrine of laches applicable to all claims or causes of action that any Lender Party may be entitled to take or bring in order to enforce its rights and remedies against Borrower or any other Loan Party are, to the fullest extent permitted by law, tolled and suspended during the Temporary Limited Waiver Period.

6 SECTION 4. Representations of the Loan Parties. To induce Agent and the other Lender Parties to execute and deliver this Agreement, each Loan Party represents, on a several and not joint basis, to the Lender Parties as of the Effective Date that: (a) the execution, delivery and performance by such Loan Party of this Agreement has been duly authorized by all necessary corporate or other organizational action, and this Agreement is the legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms; (b) neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby by such Loan Party will contravene the terms of such Loan Party’s Organization Documents; conflict with or result in any breach or contravention of, or require any payment to be made under, any Contractual Obligation to which such Loan Party is a party or affecting such Loan Party or the properties of such Loan Party or any of its Subsidiaries except for conflicts, breaches or contraventions that could not reasonably be expected to result in a Material Adverse Effect; violate any Law or any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject; or result in the creation or imposition of any Lien on any property of such Loan Party; (c) other than the Missed Interest Payment and any Specified Event of Default, no Default or Event of Default or Temporary Limited Waiver Default has occurred or is continuing; (d) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement (other than the representation and warranty contained in Section 5.07 of the Credit Agreement, solely as it relates to the Missed Interest Payment or any Specified Event of Default) and the other Loan Documents are true and correct in all material respects on and as of the Effective Date with the same effect as though made on as and as of such Date, except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date, provided that if any such representation or warranty referenced in this clause (d) is qualified by or subject to a “material adverse effect” or similar term or qualification, such representation or warranty shall be true and correct in all respects; (e) the execution, delivery and performance of this Agreement are within the limited liability company, limited partnership, or corporate power and authority of such Loan Party and have been duly authorized by appropriate limited liability company, limited partnership or corporate action and proceedings; (f) there are no governmental or other third party authorizations, approvals, actions, notices or filings required in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, are required by the Loan Documents, or in the case of any authorization, approval, action, notice or filing from or with a Person other than a Governmental Authority, the failure to have

7 could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (g) the Liens under the Loan Documents are valid, subsisting and perfected and secure the Obligations with the priority required by the Loan Documents. SECTION 5. Ratification of Liability. Borrower and the other Loan Parties, as debtors, grantors, pledgors, guarantors, assignors, or in other similar capacities in which such parties grant liens or security interests in their properties or otherwise act as accommodation parties or guarantors, as the case may be, under the Loan Documents, hereby ratify and reaffirm all of their payment and performance obligations and obligations to indemnify, contingent or otherwise, under each of such Loan Documents to which it is a party, and ratify and reaffirm their grants of liens on or security interests in their properties (including the Collateral) pursuant to such Loan Documents to which they are a party, respectively, as security for the Obligations under or with respect to the Credit Agreement, and confirms and agrees that such liens and security interests hereafter secure all of the Obligations, including, without limitation, all additional Obligations hereafter arising or incurred pursuant to or in connection with this Agreement, the Credit Agreement or any other Loan Document. Borrower and the other Loan Parties further agree and reaffirm that the Loan Documents to which they are parties now apply to all Obligations as defined in the Credit Agreement (including, without limitation, all additional Obligations hereafter arising or incurred pursuant to or in connection with this Agreement, the Credit Agreement or any other Loan Document). Each such party (i) further acknowledges receipt of a copy of this Agreement, (ii) consents to the terms and conditions of same, and (iii) agrees and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and confirmed. SECTION 6. Reference To And Effect Upon The Credit Agreement. (a) Borrower and the other Loan Parties hereby confirm that this Agreement and the other Loan Documents are in full force and effect as of the Effective Date, and that neither Borrower nor any other Loan Party has any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any of the Obligations, the Credit Agreement or any other Loan Document. (b) Except as expressly set forth herein or in the Credit Agreement, the execution, delivery and effectiveness of this Agreement shall not directly or indirectly (i) create any obligation to continue to defer any enforcement action after the occurrence of any Default or Event of Default (including, without limitation, any Temporary Limited Waiver Default), (ii) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement or any other Loan Documents nor constitute a novation of any of the Loan Documents or of the Obligations under the Credit Agreement or other Loan Documents, (iii) impair, limit, prejudice, amend, modify or operate as a waiver of (A) any terms, conditions, obligations, covenants or agreements of the Credit Agreement or any other Loan Documents or any other document or agreement related thereto, all of which are ratified and affirmed in all respects and shall continue in full force and effect, or (B) any right, power or remedy of any Lender Party, whether such right, power or remedy exists now or in the future, (iv) constitute a consent to any merger or other transaction or to any sale, restructuring or refinancing transaction

8 or (v) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each Lender Party reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents and applicable law. (c) From and after the Effective Date, the term “Loan Documents” in the Credit Agreement and the other Loan Documents shall include, without limitation, this Agreement. (d) This Agreement shall not be deemed or construed to be a satisfaction, reinstatement, novation, amendment or release of the Credit Agreement or any other Loan Document, all of which remain in full force and effect. SECTION 7. Costs And Expenses, Etc. Section 10.04 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof. SECTION 8. Governing Law; Consent to Jurisdiction and Venue. This Agreement and the transactions contemplated hereby, and all disputes between the parties under or relating to this Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed in accordance with and governed by the laws (including statutes of limitation) 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 10.14 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof. SECTION 9. Construction. Section 1.02 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof. SECTION 10. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. SECTION 11. Severability. Section 10.12 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof. SECTION 12. Further Assurances. Borrower and each other Loan Party agrees to take all further actions and execute all further documents as Agent or the Required Lenders may from time to time reasonably request to carry out the transactions contemplated by this Agreement and all other agreements executed and delivered in connection herewith. SECTION 13. Section Headings. Section headings in this Agreement are included herein 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. SECTION 14. Notices. All notices, requests, and demands to or upon the respective parties hereto shall be given in accordance with the Credit Agreement. SECTION 15. Effectiveness. This Agreement shall become effective at the time (the “Effective Date”) that the following conditions precedent have been satisfied:

9 (a) the Agent shall have received duly executed signature pages for this Agreement signed by the Agent, the Required Lenders, Borrower and other Loan Parties; (b) the representations and warranties in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Effective Date (other than the representation and warranty contained in Section 5.07 of the Credit Agreement, solely as it relates to the Missed Interest Payment and any Specified Events of Default), provided that if any such representation or warranty is qualified by or subject to a materiality qualification, such representation or warranty shall be true and correct in all respects; and (c) other than the Missed Interest Payment and any Specified Event of Default, no Default, Event of Default or Temporary Limited Waiver Default shall have occurred and be continuing as of the Effective Date. SECTION 16. Waiver of Jury Trials. Section 10.15 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof. SECTION 17. Assignments; No Third Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of Borrower, the other Loan Parties, the Lender Parties and their respective successors and assigns; provided, that none of the parties hereto or any other Lender shall be permitted to delegate any of their respective duties or assign any of their respective rights and remedies hereunder except in accordance with Section 10.06 of the Credit Agreement without the prior written consent of the Required Lenders and the Agent in their sole discretion. No Person other than the parties hereto shall have any rights hereunder or be entitled to rely on this Agreement and all third-party beneficiary rights are hereby expressly disclaimed. SECTION 18. Final Agreement, Etc. Section 10.21 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof. SECTION 19. Amendments. This Agreement may not be amended, and no provision hereof may be waived, except by an instrument signed by the Required Lenders and the Loan Parties. [Signature pages to follow]

SIGNATURE PAGE TO TEMPORARY LIMITED WAIVER IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first written above. BASIC ENERGY SERVICES, INC. By: Name: Alan Krenek Title: Senior Vice President, Chief Financial Officer, Treasurer and Secretary

SIGNATURE PAGE TO TEMPORARY LIMITED WAIVER 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: 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: Name: Alan Krenek Title: Senior Vice President, Chief Financial Officer, Treasurer and Secretary

EX-10.2

Exhibit 10.2 TEMPORARY LIMITED WAIVER This TEMPORARY LIMITED WAIVER (this “Agreement”) is entered into as of September 14, 2016, by and among Basic Energy Services, Inc., as Borrower (the “Borrower”), the guarantors party hereto (together with Borrower, the “Loan Parties”), the Lenders party hereto, and Bank of America, N.A. (“BofA”), as Administrative Agent for the Lenders (in such capacity, “Agent” and collectively with the Lenders, the “Lender Parties”), Swing Line Lender and L/C Issuer. RECITALS A. Borrower, the other Loan Parties, Agent and the Lenders (including the Lenders party hereto) are parties to that certain Amended and Restated Credit Agreement, dated as of November 26, 2014 (as has been amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which, among other things, the Lenders agreed, upon the terms and subject to the conditions set forth in the Credit Agreement, to make loans and other extensions of credit, including the issuance of letters of credit, to Borrower. B. Borrower has previously disclosed to the Agent and the Lenders that it has failed to make the interest payment that was due and payable on August 15, 2016 with respect to the Borrower’s 2019 Senior Notes, such 2019 Senior Notes having an aggregate principal amount of more than $15,000,000 (the “Missed Interest Payment”). C. The Missed Interest Payment will become an “Event of Default” (as defined in the 2019 Senior Note Documents) on September 14, 2016, which will result in an Event of Default pursuant to Section 8.01(e) of the Credit Agreement (the “Anticipated Event of Default”). D. Borrower has requested that Agent and the Lenders temporarily waive during the Temporary Limited Waiver Period (as defined below) the Anticipated Event of Default. E. Borrower has, on or prior to the date hereof, entered into a Treasury Management Services Security and Control Agreement (the “Control Agreement”) by and among Borrower, BofA as secured party, and BofA, as depository, pursuant to which Borrower has deposited $2,000,000 (the “Pledged Cash”) into the account specified therein as security exclusively for the obligations under that certain Bank of America Corporate Purchasing Card Agreement, between BofA and Basic Energy Services L.P., dated on or around July 21, 2005 and that certain Commercial Prepaid Card Purchase Agreement between BofA and the Borrower dated on or around March 14, 2006 (each as amended, supplemented or modified from time to time, collectively, the “Credit Card Program”). F. Upon the terms and subject to the conditions set forth in this Agreement, the Lenders party hereto, which constitute Required Lenders as of the Effective Date have agreed, except as expressly set forth herein, to temporarily waive the Anticipated Event of Default during the Temporary Limited Waiver Period. NOW, THEREFORE, in consideration of the foregoing, the terms, covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

2 SECTION 1. Definitions. Unless otherwise defined in this Agreement, capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement. All references to herein, hereto and words of similar import mean this Agreement. SECTION 2. Confirmation by Loan Parties of Obligations and Anticipated Event of Default. (a) Each Loan Party acknowledges and agrees that, as of the Effective Date, the aggregate outstanding principal balance of the Loans under the Credit Agreement is $0.00 and the aggregate outstanding face amount of all Letters of Credit which have been issued under the Credit Agreement is $51,062,139, exclusive of interest, fees, expenses and other amounts that are chargeable or otherwise reimbursable under the Credit Agreement and the other Loan Documents, all of which the Loan Parties hereby acknowledge and agree are outstanding and payable in accordance with the Loan Documents. (b) Each Loan Party further acknowledges and agrees that (x) in addition to any other rights and remedies that the Lender Parties may have under the Loan Documents, at law, in equity or otherwise, in the absence of the Temporary Limited Waiver (as defined below), the Anticipated Event of Default would permit the Lender Parties to require that the Borrower Cash Collateralize the L/C Obligations in accordance with Section 8.02 of the Credit Agreement, (y) solely with respect to the Anticipated Event of Default, this Agreement constitutes a notice of the occurrence of a Default as required by Section 6.03(a) of the Credit Agreement, and (z) the commitment of any Lender to make Loans and the obligation of any L/C Issuer to make L/C Credit Extensions have in each case been terminated. SECTION 3. Temporary Limited Waiver; Temporary Limited Waiver Default Rights and Remedies. (a) In reliance upon the representations, warranties and covenants of the Loan Parties contained in this Agreement, and upon the terms and subject to the conditions of this Agreement, effective as of the Effective Date, each of the Lender Parties hereby waives the Anticipated Event of Default until the Temporary Limited Waiver Period ends in accordance with the terms hereof; provided that nothing herein shall (i) constitute a waiver of the Required Lenders’ right to request, pursuant to Section 2.03(h) of the Credit Agreement, that Letter of Credit Fees be calculated based on the Default Rate or (ii) be deemed to permit Borrower or any Subsidiary to take any action under any Loan Document that is conditioned upon there being no Default or Event of Default existing at the time of such action (such waiver, subject to the limitations set forth in the foregoing clauses (i) and (ii), the “Temporary Limited Waiver”). In addition, each of the Lender Parties acknowledges and agrees that during the Temporary Limited Waiver Period no right exists to (and none of the Agent, any Lender or any other Person shall) exercise any right or remedy pursuant to Section 8.02 of the Credit Agreement or pursuant to any other provision of any Loan Document (other than as set forth in the immediately preceding sentence), in each case, arising on account of the Anticipated Event of Default. (b) In accordance with Section 2.03(h) of the Credit Agreement, the Required Lenders hereby request, effective from and including the Effective Date, the Borrower to pay Letter of Credit Fees with respect to the outstanding Letters of Credit under the Credit

3 Agreement at the Default Rate. Notwithstanding the Temporary Limited Waiver and in consideration of the granting thereof, the Borrower hereby agrees to pay Letter of Credit Fees with respect to the outstanding Letters of Credit under the Credit Agreement at the Default Rate in accordance with Section 2.03(h) so long as, without giving effect to the Temporary Limited Waiver, any Anticipated Event of Default or any other Event of Default exists. (c) Borrower and each other Loan Party acknowledges and agrees that, so long as, without giving effect to the Temporary Limited Waiver, the Anticipated Event of Default or any other Event of Default exists, (i) it is not permitted to and it will not take any action under any Loan Document that is conditioned upon there being no Default or Event of Default existing at the time of such action and (ii) neither the Agent nor any Lender is required to facilitate or otherwise permit any action under any Loan Document that is conditioned upon there being no Default or Event of Default existing at the time of such action. (d) Borrower acknowledges and agrees that the Temporary Limited Waiver is a one-time waiver and is limited to the extent specifically set forth above. Except for the Anticipated Event of Default during the Temporary Limited Waiver Period as described in this Section 3, each Loan Party acknowledges and agrees that the Temporary Limited Waiver shall not waive (or be deemed to be or constitute a waiver of) any covenant, term or provision in the Credit Agreement or any other Loan Document (or any breach thereof or any Default or Event of Default) or hinder, restrict or otherwise modify any of the rights and remedies of any of the Lender Parties in respect of any present or future Default or Event of Default (whether or not related to the Anticipated Event of Default) under the Credit Agreement or any other Loan Document, at law, in equity or otherwise. (e) Immediately upon the Temporary Limited Waiver Period ending in accordance with the terms hereof, the agreements set forth in Section 3(a) shall be void ab initio. (f) As used herein, the term “Temporary Limited Waiver Period” shall mean the period beginning on the Effective Date and ending on the earliest to occur of (the occurrence of an event described in clause (i), (ii) or (iii) below , a “Termination Event”): (i) the occurrence or existence of any Event of Default (other than the Anticipated Event of Default), (ii) notice from the Agent or the Required Lenders of the occurrence or existence of any Temporary Limited Waiver Default (as defined below) or (iii) the later of (A) September 28, 2016 or (B) such later date as the Required Lenders and the Borrower may agree in their respective sole discretion. (g) As used herein, the term “Temporary Limited Waiver Default” shall mean the occurrence or existence of any of the following: (i) any representation or warranty contained in this Agreement shall be incorrect in any material respect as of the Effective Date, provided that if any such representation or warranty is qualified by or subject to a materiality qualification, such representation or warranty shall be incorrect in any respect; (ii) any Loan Party breaches any provision of this Agreement in any material respect;

4 (iii) the initiation of any action by, or any other legal challenge of, any Loan Party or any Affiliate thereof to invalidate or limit the enforceability of any provision of this Agreement or any other Loan Document; and (iv) (A) the delivery of an “acceleration notice” under (and as defined in) the 2019 Senior Notes Documents by the trustee under the 2019 Senior Notes Documents or the holders of at least 25% of the aggregate principal amount of the 2019 Senior Notes then outstanding or (B) the acceleration of the 2019 Senior Notes or any other exercise of remedies with respect thereto. (h) Upon the occurrence of a Termination Event, the Temporary Limited Waiver Period shall immediately end without the requirement of any demand, presentment, protest, notice or other action of any kind, all of which Borrower and the other Loan Parties each waives, and the Lender Parties shall be entitled to exercise all rights and remedies available under the Loan Documents and/or applicable law in respect of any Anticipated Event of Default that has occurred and is continuing. (i) Any agreement by the Lender Parties to extend the Temporary Limited Waiver Period, if any, must be set forth in writing and signed by a duly authorized signatory of each of the Agent and the Required Lenders. (j) Borrower and the other Loan Parties each acknowledge that the Lender Parties have not made any assurances concerning (i) any possibility of an extension of the Temporary Limited Waiver Period, (ii) the manner in which or whether any Anticipated Event of Default may be resolved or (iii) any additional forbearance, waiver, restructuring or other accommodations. (k) The parties hereto agree that the running of all statutes of limitation and the doctrine of laches applicable to all claims or causes of action that any Lender Party may be entitled to take or bring in order to enforce its rights and remedies against Borrower or any other Loan Party are, to the fullest extent permitted by law, tolled and suspended during the Temporary Limited Waiver Period. SECTION 4. Credit Card Program. In connection with Borrower’s execution and delivery of the Control Agreement and the depositing of the Pledged Cash (i) the Agent hereby agrees that, so long as the Pledged Cash shall be maintained as security for the Credit Card Program in the amount of not less than $2,000,000 (or such lesser amount as may be agreed by BofA), no Bank Product Reserve or any other Availability Reserve shall be imposed under the Credit Agreement in respect of the Credit Card Program and (ii) BofA hereby agrees that so long as the Pledged Cash is maintained as security for the Credit Card Program in the amount of not less than $2,000,000 (or such lesser amount as may be agreed by BofA) it shall not terminate the Credit Card Program as a result of the institution by or against any Loan Party of a proceeding under any Debtor Relief Law; provided that, unless a cash management order or other applicable order has been entered in form and substance reasonably acceptable to BofA, BofA reserves its right temporarily to suspend the Credit Card Program at any time after the date that is one week after the Borrower’s filing of an Insolvency Proceeding and continuing until such an order has been entered; and (iii) each of the Lenders party hereto consents to the Borrower’s execution and

5 delivery of the Control Agreement and the depositing of the Pledged Cash with BofA to secure the Credit Card Program and agrees that such actions shall not constitute a Default or Event of Default under the Credit Agreement or any other Loan Document. SECTION 5. Representations of the Loan Parties. To induce Agent and the other Lender Parties to execute and deliver this Agreement, each Loan Party represents, on a several and not joint basis, to the Lender Parties as of the Effective Date that: (a) the execution, delivery and performance by such Loan Party of this Agreement has been duly authorized by all necessary corporate or other organizational action, and this Agreement is the legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms; (b) neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby by such Loan Party will contravene the terms of such Loan Party’s Organization Documents; conflict with or result in any breach or contravention of, or require any payment to be made under, any Contractual Obligation to which such Loan Party is a party or affecting such Loan Party or the properties of such Loan Party or any of its Subsidiaries except for conflicts, breaches or contraventions that could not reasonably be expected to result in a Material Adverse Effect; violate any Law or any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject; or result in the creation or imposition of any Lien on any property of such Loan Party; (c) Other than the Missed Interest Payment and the Anticipated Event of Default, no Default, Event of Default or Temporary Limited Waiver Default has occurred or is continuing; (d) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement (other than the representation and warranty contained in Section 5.07 of the Credit Agreement, solely as it relates to the Missed Interest Payment or the Anticipated Event of Default) and the other Loan Documents are true and correct in all material respects on and as of the Effective Date with the same effect as though made on as and as of such Date, except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date, provided that if any such representation or warranty referenced in this clause (d) is qualified by or subject to a “material adverse effect” or similar term or qualification, such representation or warranty shall be true and correct in all respects; (e) the execution, delivery and performance of this Agreement are within the limited liability company, limited partnership, or corporate power and authority of such Loan Party and have been duly authorized by appropriate limited liability company, limited partnership or corporate action and proceedings; (f) there are no governmental or other third party authorizations, approvals, actions, notices or filings required in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for the authorizations, approvals, actions,

6 notices and filings which have been duly obtained, taken, given or made and are in full force and effect, are required by the Loan Documents, or in the case of any authorization, approval, action, notice or filing from or with a Person other than a Governmental Authority, the failure to have could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (g) the Liens under the Loan Documents are valid, subsisting and perfected and secure the Obligations with the priority required by the Loan Documents. SECTION 6. Ratification of Liability. Borrower and the other Loan Parties, as debtors, grantors, pledgors, guarantors, assignors, or in other similar capacities in which such parties grant liens or security interests in their properties or otherwise act as accommodation parties or guarantors, as the case may be, under the Loan Documents, hereby ratify and reaffirm all of their payment and performance obligations and obligations to indemnify, contingent or otherwise, under each of such Loan Documents to which it is a party, and ratify and reaffirm their grants of liens on or security interests in their properties (including the Collateral) pursuant to such Loan Documents to which they are a party, respectively, as security for the Obligations under or with respect to the Credit Agreement, and confirm and agree that such liens and security interests hereafter secure all of the Obligations, including, without limitation, all additional Obligations hereafter arising or incurred pursuant to or in connection with this Agreement, the Credit Agreement or any other Loan Document. Borrower and the other Loan Parties further agree and reaffirm that the Loan Documents to which they are parties now apply to all Obligations as defined in the Credit Agreement (including, without limitation, all additional Obligations hereafter arising or incurred pursuant to or in connection with this Agreement, the Credit Agreement or any other Loan Document). Each such party (i) further acknowledges receipt of a copy of this Agreement, (ii) consents to the terms and conditions of same, and (iii) agrees and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and confirmed. SECTION 7. Reference To And Effect Upon The Credit Agreement. (a) Borrower and the other Loan Parties hereby confirm that this Agreement and the other Loan Documents are in full force and effect as of the Effective Date, and that neither Borrower nor any other Loan Party has any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any of the Obligations, the Credit Agreement or any other Loan Document. (b) Except as expressly set forth herein or in the Credit Agreement, the execution, delivery and effectiveness of this Agreement shall not directly or indirectly (i) create any obligation to continue to defer any enforcement action after the occurrence of any Default or Event of Default (including, without limitation, any Temporary Limited Waiver Default), (ii) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement or any other Loan Documents nor constitute a novation of any of the Loan Documents or of the Obligations under the Credit Agreement or other Loan Documents, (iii) impair, limit, prejudice, amend, modify or operate as a waiver of (A) any terms, conditions, obligations, covenants or agreements of the Credit Agreement or any other Loan Documents or any other document or agreement related thereto, all of which are ratified and affirmed in all

7 respects and shall continue in full force and effect, or (B) any right, power or remedy of any Lender Party, whether such right, power or remedy exists now or in the future, (iv) constitute a consent to any merger or other transaction or to any sale, restructuring or refinancing transaction or (v) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each Lender Party reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents and applicable law. (c) From and after the Effective Date, the term “Loan Documents” in the Credit Agreement and the other Loan Documents shall include, without limitation, this Agreement. (d) This Agreement shall not be deemed or construed to be a satisfaction, reinstatement, novation, amendment or release of the Credit Agreement or any other Loan Document, all of which remain in full force and effect. SECTION 8. Costs And Expenses, Etc. Section 10.04 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof. SECTION 9. Governing Law; Consent to Jurisdiction and Venue. This Agreement and the transactions contemplated hereby, and all disputes between the parties under or relating to this Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed in accordance with and governed by the laws (including statutes of limitation) 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 10.14 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof. SECTION 10. Construction. Section 1.02 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof. SECTION 11. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. SECTION 12. Severability. Section 10.12 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof. SECTION 13. Further Assurances. Borrower and each other Loan Party agrees to take all further actions and execute all further documents as Agent or the Required Lenders may from time to time reasonably request to carry out the transactions contemplated by this Agreement and all other agreements executed and delivered in connection herewith. SECTION 14. Section Headings. Section headings in this Agreement are included herein 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. SECTION 15. Notices. All notices, requests, and demands to or upon the respective parties hereto shall be given in accordance with the Credit Agreement.

8 SECTION 16. Effectiveness. This Agreement shall become effective at the time (the “Effective Date”) that the following conditions precedent have been satisfied: (a) the Agent shall have received duly executed signature pages for this Agreement signed by the Agent, the Required Lenders, Borrower and other Loan Parties; (b) the Agent shall have received evidence reasonably satisfactory to it that the Term Loan Agent and the “Required Lenders” (as defined in the Term Loan Agreement) have agreed to a temporary limited waiver of the Anticipated Event of Default and any other anticipated Events of Default under the Term Loan Agreement as to which Borrower has given notice during the period corresponding to the Temporary Limited Waiver Period. (c) the Agent shall have received evidence reasonably satisfactory to it that the holders of at least 51% of the 2019 Senior Notes have agreed to forbear from accelerating the maturity of the 2019 Notes as a result of the Anticipated Event of Default during the period corresponding to the Temporary Limited Waiver Period. (d) the representations and warranties in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Effective Date (other than the representation and warranty contained in Section 5.07 of the Credit Agreement, solely as it relates to the Missed Interest Payment and the Anticipated Event of Default), provided that if any such representation or warranty is qualified by or subject to a materiality qualification, such representation or warranty shall be true and correct in all respects; and (e) other than the Missed Interest Payment and the Anticipated Event of Default , no Default, Event of Default or Temporary Limited Waiver Default shall have occurred and be continuing as of the Effective Date. SECTION 17. Waiver of Jury Trials. Section 10.15 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof. SECTION 18. Assignments; No Third Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of Borrower, the other Loan Parties, the Lender Parties and their respective successors and assigns; provided, that none of the parties hereto or any other Lender shall be permitted to delegate any of their respective duties or assign any of their respective rights and remedies hereunder except in accordance with Section 10.06 of the Credit Agreement without the prior written consent of the Required Lenders and the Agent in their sole discretion. No Person other than the parties hereto shall have any rights hereunder or be entitled to rely on this Agreement and all third-party beneficiary rights are hereby expressly disclaimed. SECTION 19. Final Agreement, Etc. Section 10.21 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof. SECTION 20. Amendments. This Agreement may not be amended, and no provision hereof may be waived, except by an instrument signed by the Required Lenders and the Loan Parties. SECTION 21. RELEASE. EACH OF THE LOAN PARTIES (IN ITS OWN RIGHT AND ON BEHALF OF ITS SUCCESSORS AND ASSIGNS) HEREBY EXPRESSLY AND

9 UNCONDITIONALLY ACKNOWLEDGES AND AGREES THAT IT HAS NO SETOFFS, COUNTERCLAIMS, ADJUSTMENTS, RECOUPMENTS, DEFENSES, CLAIMS, CAUSES OF ACTION, ACTIONS OR DAMAGES OF ANY CHARACTER OR NATURE, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, ACTUAL OR PUNITIVE, FORESEEN OR UNFORESEEN, DIRECT, OR INDIRECT, IN EACH CASE WHICH ARISE OUT OF OR ARE RELATED TO THE OBLIGATIONS OR ANY OF THE LOAN DOCUMENTS (EACH, A “RELEASED CLAIM”), AGAINST ANY OF THE LENDER PARTIES, ANY OF THEIR AFFILIATES OR ANY OF THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, ATTORNEYS OR REPRESENTATIVES OR ANY OF THEIR RESPECTIVE SUCCESSORS OR ASSIGNS (COLLECTIVELY, THE “LENDER-RELATED PARTIES”); PROVIDED THAT, IN EACH CASE, SUCH RELEASED CLAIM IS BASED ON FACTS, EVENTS, OR CONDITIONS, WHETHER KNOWN OR UNKNOWN, EXISTING ON OR PRIOR TO THE EFFECTIVE DATE. IN PARTIAL CONSIDERATION FOR THE AGREEMENT OF AGENT AND REQUIRED LENDERS TO ENTER INTO THIS AGREEMENT, EACH OF THE LOAN PARTIES HEREBY KNOWINGLY AND UNCONDITIONALLY WAIVES AND FULLY AND FINALLY RELEASES AND FOREVER DISCHARGES ALL LENDER-RELATED PARTIES FROM, AND COVENANTS NOT TO SUE THE LENDER-RELATED PARTIES FOR, ANY AND ALL RELEASED CLAIMS, WHICH ANY LOAN PARTY OWNS AND HOLDS AS OF THE EFFECTIVE DATE, OR HAS AT ANY TIME PRIOR TO THE EFFECTIVE DATE OWNED OR HELD, SUCH WAIVER, RELEASE AND DISCHARGE BEING MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE CIRCUMSTANCES AND EFFECTS OF SUCH WAIVER, RELEASE AND DISCHARGE AND AFTER HAVING CONSULTED LEGAL COUNSEL OF ITS OWN CHOOSING WITH RESPECT THERETO. THIS SECTION IS IN ADDITION TO ANY OTHER RELEASE OF ANY OF THE LENDER-RELATED PARTIES BY ANY OF THE LOAN PARTIES AND SHALL NOT IN ANY WAY LIMIT ANY OTHER RELEASE, COVENANT NOT TO SUE, OR WAIVER BY ANY OF THE LOAN PARTIES IN FAVOR OF ANY OF THE LENDER-RELATED PARTIES. [Signature pages to follow]

SIGNATURE PAGE TO TEMPORARY LIMITED WAIVER IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first written above. BASIC ENERGY SERVICES, INC. By: Name: Alan Krenek Title: Senior Vice President, Chief Financial Officer, Treasurer and Secretary

SIGNATURE PAGE TO TEMPORARY LIMITED WAIVER 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: Name: Alan Krenek Title: Senior Vice President, Chief Financial Officer, Treasurer and Secretary

SIGNATURE PAGE TO TEMPORARY LIMITED WAIVER BASIC ENERGY SERVICES, L.P. By: Basic Energy Services GP, LLC, its sole general partner By: Basic Energy Services, Inc., its sole member By: Name: Alan Krenek Title: Senior Vice President, Chief Financial Officer, Treasurer and Secretary

SIGNATURE PAGE TO TEMPORARY LIMITED WAIVER BASIC ENERGY SERVICES LP, LLC By: Name: Jerry Tufly Title: Sole Manager and President

EX-10.3

Exhibit 10.3 FORBEARANCE FORBEARANCE, dated as of September 14, 2016 (this “Agreement”), by and among Basic Energy Services, Inc., a Delaware corporation (the “Issuer”), each of the undersigned entities listed as guarantors (the “Guarantors” and, together with the Issuer, the “Note Parties”), and each of the under- signed beneficial owners and/or investment advisors or managers of discretionary accounts for the holders or beneficial owners of the 2019 Notes (as defined below) (collectively, the “Holders”). WHEREAS, the Issuer is the issuer under that certain Indenture, dated as of February 15, 2011, among the Issuer, the Guarantors and Wilmington Trust, N.A., as successor trustee (the “Trustee”) to Wells Fargo Bank, N.A. (as amended, modified or supplemented prior to the date hereof, the “2019 Indenture” and, the notes issued thereunder, the “2019 Notes”); WHEREAS, the Issuer failed to make the interest payment due on August 15, 2016 on the 2019 Notes (as required pursuant to the 2019 Indenture), and the failure to pay interest on any of the 2019 Notes within 30 days after the same has become due and payable, constitutes an Event of Default under the 2019 Indenture (such default, together with any related default in depositing such funds for re- mittance of payment, the “Interest Default”); WHEREAS, upon the occurrence of an Event of Default, the Trustee or the holders of at least twenty-five percent (25%) of the outstanding principal amount of the 2019 Notes may accelerate the maturity of the 2019 Notes, declare all amounts under the 2019 Notes and the 2019 Indenture immediate- ly due and payable, and exercise all other rights and remedies available under the 2019 Indenture; WHEREAS, the Holders collectively hold a majority of the aggregate principal amount of the 2019 Notes outstanding, and have formed an ad hoc committee for the purposes of entering into restructuring discussions with the Note Parties; WHEREAS, the Note Parties have requested that the Holders, and the Holders have agreed to, subject to the terms and conditions set forth herein, temporarily forbear from making an “accel- eration declaration” with respect to the Interest Default; and WHEREAS, terms used but not otherwise defined herein shall have the meanings given to them in the 2019 Indenture. NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowl- edged, the parties hereto, intending to be legally bound hereby, agree as follows: Section 1. Forbearance. (a) Subject to the satisfaction of the conditions precedent set forth in Section 3 below and the continued satisfaction of the conditions set forth in Section 4 below, respectively, as of the date hereof, each Holder hereby agrees that during the period beginning on the date hereof and ending on the Forbearance Termination Date (the “Forbearance Period”), it will not enforce, or otherwise take any action to direct enforcement of, any of the rights and remedies available to the Holders or the Trustee under the 2019 Indenture or the 2019 Notes or otherwise, including, without limitation, any action to accelerate, or join in any request for acceleration of, the 2019 Notes (“Remedial Action”) under the 2019 Indenture or the 2019 Notes, solely with respect to the Interest Default (such forbearance, the “Forbearance”). As used herein, “Forbearance Termination Date” means the earliest to occur of (a) 11:59 p.m. (New York City time) on September 28, 2016, (b) the occurrence of any Event of Default other than

2 the Interest Default and (c) five (5) calendar days following the Issuer’s receipt of bona fide notice from any Holder of any breach by any Note Party of any of the conditions or agreements provided in this Agreement (which breach remains uncured during such period). (b) Subject to the satisfaction of the conditions precedent set forth in Section 3 below, as of the date hereof, each Holder hereby agrees that, during the Forbearance Period, it will not sell, pledge, hypothecate or otherwise transfer any 2019 Notes, except to (i) a purchaser or other entity who agrees in writing with the transferor (with a copy to and for the benefit of the Note Parties) prior to such transfer to be bound by all of the terms of this Agreement as if a party hereto with respect to the relevant 2019 Notes being transferred to such purchaser or (ii) a party who is already a signatory hereto. (c) This Agreement shall in no way be construed to preclude any Holder from acquiring additional 2019 Notes to the extent permitted by applicable law. However, such Holder shall, automatically and without further action, remain subject to this Agreement with respect to any 2019 Notes so acquired. The foregoing forbearances shall not be construed to impair the ability of the Holders or the Trustee to exercise any rights or remedies under the 2019 Indenture or take any Remedial Action (x) at any time after the Forbearance Period or (y) during the Forbearance Period, for Defaults or Events of Default other than the Interest Default, and, except as provided herein, nothing shall restrict, impair or otherwise affect the exercise of the Holders’ rights under this Agreement, the 2019 Indenture or the 2019 Notes. (d) With respect to the Forbearance, each Holder’s agreements, as provided herein, shall immediately terminate without requirement for any notice, demand or presentment of any kind on the Forbearance Termination Date, and the Note Parties at that time shall be obligated to comply with and perform all terms, conditions and provisions of the 2019 Indenture and the 2019 Notes without giving effect to the Forbearance, and the Trustee and the Holders may at any time thereafter proceed to exercise any and all of their rights and remedies, including, without limitation, their rights and remedies in connection with the Interest Default and any other Defaults or Events of Default under the 2019 Indenture or rights under this Agreement, to the extent continuing. (e) The Holders hereby request that the Trustee not take, and direct the Trustee not to take any Remedial Action with respect to the Interest Default during the Forbearance Period. In the event that the Trustee takes any action to declare all of the 2019 Notes immediately due and payable pursuant to Section 6.02 of the 2019 Indenture during the Forbearance Period solely due to the Interest Default, the Holders agree to rescind and cancel such acceleration to the fullest extent permitted under the 2019 Indenture. Section 2. Representations and Warranties. By its execution of this Agreement, each Note Party hereby represents and warrants to the Holders that: (a) Each Note Party has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of each Note Party enforceable against it in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); and (b) Neither the execution, delivery or performance by any Note Party of this Agreement, nor compliance by it with the terms and provisions thereof, (i) will contravene any provision of applicable law, (ii) will conflict with or result in any breach of any of the terms, covenants, conditions

3 or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of any Note Party or any of its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, in each case to which any Note Party or any of its Subsidiaries is a party or by which it or any its property or assets is bound or to which it may be subject, or (iii) will violate any provision of the certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent constitutional, organizational and/or formation documents), as applicable, of any Note Party. Section 3. Conditions Precedent. The effectiveness of this Agreement and the ob- ligations of the Holders hereunder is subject to the satisfaction, or waiver by the Holders, of the following conditions: (a) Counterparts. The execution of this Agreement by each Note Party and Holders constituting 75% of the outstanding 2019 Notes as of the date hereof. (b) No Default. No Default or Event of Default other than the Interest Default shall have occurred and be continuing as of the date the condition set forth in Section 3(a) is satisfied. Section 4. Forbearance Continuing Conditions. The continued satisfaction of each of the following shall be a condition to the Forbearance: (a) No voluntary petition for relief under the Bankruptcy Code is filed by any Note Party; (b) No involuntary petition for relief under the Bankruptcy Code is filed against the Issuer or any Note Party that is a Significant Subsidiary; and (c) The Issuer shall duly and punctually pay the fees and expenses of the Holders’ legal advisor, Fried, Frank, Harris, Shriver & Jacobson LLP (“Fried Frank”), and financial advisor, GLC Advisors, Co. (“GLC”), pursuant to, and consistent in all material respects with the terms of, that certain fee reimbursement letter, dated May 9, 2016, by and between the Issuer and Fried Frank and that certain fee reimbursement letter, dated April 19, 2016, by and between the Issuer and GLC, respectively. Section 5. Representation of the Holders. Each Holder severally (but not jointly) represents that, as of the date hereof, it is the beneficial owner and/or investment advisor or manager of discretionary accounts for the holders or beneficial owners of the aggregate principal amount of the 2019 Notes set forth on the signature page hereof beneath its name. Section 6. Confidentiality. Each of the Note Parties shall not disclose to any per- son or entity the Holders’ holdings set forth on their respective signature pages to this Agreement or oth- erwise disclose the Holders’ holdings information (collectively, the “Holder Information”) except: (1) in any legal proceeding relating to this Agreement; provided that the relevant Note Party shall use their rea- sonable best efforts to maintain the confidentiality of such Holder Information in the context of any such proceeding; (2) to the extent required by law; and (3) in response to a subpoena, discovery request, or a request from a government agency, regulatory authority or securities exchange for information regarding Holder Information or the information contained therein; provided, however, that each of the Note Parties will, to the extent permitted by applicable law or regulation, provide any such Holder with prompt written notice of any such request or requirement so that such Holder may seek, at such Holder’s expense, a pro- tective order or other appropriate remedy and each Note Party will fully cooperate with such Holder’s efforts to obtain same. Notwithstanding anything to the contrary in this Section 6, the Note Parties may:

4 (i) disclose the aggregate principal amount of Notes held by the Holders executing this Agreement, taken as a whole; and (ii) provide the Trustee with an executed copy of this Agreement that includes the indi- vidual signature pages of each of the Holders; provided, that the Note Parties first obtain the Trustee’s written consent not to disclose to any person or entity any information relating to the individual holdings of each Holder, such written consent to be on substantially the same terms as set forth in this paragraph. Section 7. Effect on the 2019 Indenture. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Holders under the 2019 Indenture or the 2019 Notes, and shall not, except as expressly set forth herein, alter, modify, amend or in any way affect any of the terms, conditions, obli- gations, covenants or agreements contained in the 2019 Indenture or the 2019 Notes or any other provi- sion of the 2019 Indenture or the 2019 Notes, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Section 8. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Agreement by electronic transmission shall be effective as delivery of a manually executed counterpart hereof. Section 9. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES. Section 10. Headings. The headings of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. Section 11. Acknowledgments. Each Note Party hereby expressly acknowledges the terms of this Agreement and reaffirms, as of the date hereof after giving effect to this Agreement, the covenants and agreements contained in the 2019 Indenture and the 2019 Notes, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Agreement and the transactions contemplated hereby. Section 12. Relationship of Parties; No Third Party Beneficiaries. Nothing in this Agreement shall be construed to alter the existing debtor-creditor relationship between the Note Parties and the Holders. This Agreement is not intended, nor shall it be construed, to create a partnership or joint venture relationship between or among any of the parties hereto. No person other than a party hereto is intended to be a beneficiary hereof and no person other than a party hereto shall be authorized to rely upon or enforce the contents of this Agreement. Section 13. Entire Agreement; Modification of Agreement; Verbal Agreements Not Binding. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and thereof, and supersedes all other discussions, promises, representations, warranties, agreements and understandings between the parties with respect thereto. This Agreement may not be modified, altered or amended except by an agreement in writing signed by a duly authorized representative of all the parties hereto. Section 14. Non-Waiver of Default. Neither this Agreement nor any forbearance hereunder shall be deemed a waiver of or consent to the Interest Default or to any Default or Event of Default or any other term or provision of the 2019 Indenture.

5 Section 15. No Novation, etc. This Agreement is not intended to be, nor shall it be construed to create, a novation or accord and satisfaction, and the 2019 Notes and the 2019 Indenture shall remain in full force and effect. Section 16. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Section 17. Joinder of Additional Holders. During the Forbearance Period other beneficial holders may become Holders by executing a joinder to this Agreement, the form of which shall be mutually agreeable to the Issuer and the Holders. Section 18. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect, and any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable, in each case, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon any such determination of invalidity, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. [Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly exe- cuted as of the date first written above. NOTE PARTIES BASIC ENERGY SERVICES, INC. By: /s/ Alan Krenek Name: Alan Krenek Title: Senior Vice President, Chief Financial Officer, Treasurer and Secretary 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 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 sole general partner By: /s/ Alan Krenek Name: Alan Krenek Title: Senior Vice President, Chief Financial Officer, Treasurer and Secretary

EX-99.1

Exhibit 99.1 Contacts: Alan Krenek, Chief Financial Officer Basic Energy Services, Inc. 817-334-4100 Jack Lascar Dennard ▪ Lascar Associates 713-529-6600 BASIC ENERGY SERVICES ENTERS INTO FORBEARANCE AGREEMENT AND OBTAINS WAIVERS TO CONTINUE DELEVERAGING NEGOTIATIONS WITH SECURED LENDERS AND UNSECURED BONDHOLDERS FORT WORTH, Texas – September 14, 2016 – Basic Energy Services, Inc. (NYSE: BAS) (“Basic” or the “Company”) and certain subsidiaries today announced that the Company, its secured term loan lenders and secured asset-based revolver lenders (collectively, the “Secured Lenders”), and certain of its unsecured bondholders have taken steps to enable the continuation of negotiations regarding a deleveraging transaction. Specifically, the Company has entered into a forbearance agreement with over 81% of the holders of the 7.75% senior notes due 2019 (the “2019 Notes”) with respect to the previously announced 30-day grace period related to an $18.4 million payment of interest under the 2019 Notes. The Company has elected not to make the interest payment upon the expiration of the 30-day grace period. Under the forbearance agreement, the unsecured noteholders have agreed to forbear from exercising their rights and remedies, including the right to accelerate any indebtedness, through September 28, 2016 in connection with the interest payment default. Additionally, the Company’s Secured Lenders have agreed to provide temporary waivers of certain existing and future defaults under the Term Loan and ABL Facility related, in part, to the missed interest payment. The forbearance and temporary waivers will provide the Company with additional flexibility to continue discussions with all its creditors with the objective of improving Basic’s long-term capital structure. Roe Patterson, Basic’s President and Chief Executive Officer, stated, “I would like to express our appreciation to our Secured Lenders and unsecured bondholders for their continued support and cooperation. The forbearance agreement and temporary waivers will provide additional time to reach a mutually acceptable financial restructuring plan that provides Basic with a sustainable capital structure that supports the Company’s long-term business plan and results in long-term value generation for the benefit of our employees, customers, vendors, and all other stakeholders.” NEWS RELEASE FOR IMMEDIATE RELEASE

2 The Company continues to believe that it has ample liquidity at this time to continue efficient and uninterrupted operations in the ordinary course and anticipates meeting all of its obligations to suppliers, customers, and employees. About Basic Energy Services Basic Energy Services provides well site services essential to maintaining production from the oil and gas wells within its operating area. The Company employs more than 3,400 employees in more than 100 service points throughout the major oil and gas producing regions in Texas, Louisiana, Oklahoma, New Mexico, Arkansas, Kansas, and the Rocky Mountain and Appalachian regions. Additional information on Basic Energy Services is available on the Company’s website at www.basicenergyservices.com. Safe Harbor Statement This release includes forward-looking statements and projections, made in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Basic has made every reasonable effort to ensure that the information and assumptions on which these statements and projections are based are current, reasonable, and complete. However, a variety of factors could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this release, including (i) changes in demand for our services and any related material impact on our pricing and utilizations rates, (ii) Basic's ability to execute, manage and integrate acquisitions successfully, (iii) changes in our expenses, including labor or fuel costs and financing costs, (iv) continued volatility of oil or natural gas prices, and any related changes in expenditures by our customers, (v) competition within our industry, and (vi) Basic’s ability to comply with its financial and other covenants and metrics in its debt agreements, as well as any cross-default provisions. Additional important risk factors that could cause actual results to differ materially from expectations are disclosed in Item 1A of Basic’s Form 10-K for the year ended December 31, 2015 and subsequent Form 10-Qs filed with the SEC. While Basic makes these statements and projections in good faith, neither Basic nor its management can guarantee that anticipated future results will be achieved. Basic assumes no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by Basic, whether as a result of new information, future events, or otherwise.