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): October 14, 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))

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Item 1.01 Entry into a Material Definitive Agreement.

Second and Third Amendments to ABL Credit Agreement Temporary Limited Waiver

As previously reported, on September 14, 2016 and September 28, 2016, Basic Energy Services, Inc. (“Basic” or the “Company”) and certain of its subsidiaries entered into a Temporary Limited Waiver and First Amendment thereto (as amended, the “ABL Waiver”) with respect to the Amended and Restated Credit Agreement dated as of November 26, 2014, by and among Basic, as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and l/c issuer. On October 14, 2016, Basic entered into the Second Amendment to Temporary Limited Waiver (the “Second ABL Waiver Amendment”), which extends the outside date of the temporary limited waiver period under the ABL Waiver from October 16, 2016 to October 17, 2016. On October 17, 2016, Basic entered into the Third Amendment to Temporary Limited Waiver (the “Third ABL Waiver Amendment”), which further extends the outside date of the temporary limited waiver period under the ABL Waiver from October 17, 2016 to October 24, 2016.

Second Amendment to Term Loan Credit Agreement Temporary Limited Waiver and Consent

As previously reported, on August 31, 2016, September 1, 2016, September 13, 2016 and September 28, 2016, Basic and certain of its subsidiaries entered into Temporary Limited Waiver and Consent agreements and a First Amendment thereto (as amended, the “Term Loan Waiver”) with respect 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 and U.S. Bank National Association, as administrative agent. On October 16, 2016, Basic entered into the Second Amendment to Temporary Limited Waiver and Consent (the “Second Term Loan Waiver Amendment”), which extends the temporary limited waiver period under the Term Loan Waiver to the earliest to occur of (i) the occurrence or existence of any event of default under the Term Loan Agreement, other than certain events of default specified in the Term Loan Waiver, (ii) notice from the administrative agent under the Term Loan Agreement or certain required lenders of the occurrence or existence of any Temporary Limited Waiver Default (as defined in the Term Loan Waiver), (iii) the later of October 24, 2016 or such later date as certain required lenders and Basic may agree in their respective sole discretion or (iv) at any time prior to the execution of a restructuring support agreement by and among the parties to the Term Loan Waiver in connection with the commencement of an insolvency proceeding involving Basic and its affiliates, the unrestricted cash balances and cash equivalents of Basic and its consolidated subsidiaries is less than $6,500,000.

Second Amendment to 2019 Notes Forbearance

As previously reported, on September 14, 2016 and September 28, 2016, Basic and certain of its subsidiaries entered into a Forbearance and First Amendment thereto (as amended, the “Forbearance”) with respect to Basic’s 7.75% Senior Notes due 2019 (the “2019 Notes”), by and 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 the 2019

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Notes. On October 16, 2016, Basic entered into the Second Amendment to Forbearance Agreement (the “Second Forbearance Amendment”), which extends the forbearance period under the Forbearance to the earliest to occur of (i) 11:59 p.m. (New York City time) on October 24, 2016, (ii) the occurrence of any event of default under the Indenture dated as of February 15, 2011, among Basic, the guarantors party thereto and Wilmington Trust, N.A., as successor trustee, other than the event of default specified in the Forbearance, (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 or (iv) if earlier than October 24, 2016, at such time as either the ABL Waiver or the Term Loan Waiver shall expire or terminate in accordance with their respective terms.

Copies of the Second ABL Waiver Amendment, the Third ABL Waiver Amendment, the Second Term Loan Waiver Amendment and the Second Forbearance Amendment are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, hereto and are incorporated herein by reference. The above descriptions of the Second ABL Waiver Amendment, the Third ABL Waiver Amendment, the Second Term Loan Waiver Amendment and the Second Forbearance Amendment are qualified in their entirety by the full text of such exhibits.

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

The descriptions of the Second ABL Waiver Amendment, the Third ABL Waiver Amendment, the Second Term Loan Waiver Amendment and the Second Forbearance Amendment 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 Second Forbearance Amendment in Item 1.01 is incorporated by reference into this Item 3.03.

Item 7.01 Regulation FD Disclosure.

On October 17, 2016, Basic issued a press release announcing entry into the Second ABL Waiver Amendment, the Second Term Loan Waiver Amendment and the Second Forbearance Amendment, as described in Item 1.01. On October 18, 2016, Basic issued a press release announcing entry into the Third ABL Waiver Amendment, as described in Item 1.01. Copies of the press releases are being furnished as Exhibits 99.1 and 99.2, respectively, hereto and are incorporated into this Item 7.01 by reference.    

The information furnished pursuant to Item 7.01, including Exhibits 99.1 and 99.2, 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 (the “Securities Act”), unless specifically identified therein as being incorporated therein by reference.

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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 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	Second Amendment to Temporary Limited Waiver dated as of October 14, 2016, among Basic, the guarantors party thereto, the lenders party thereto and Bank of America, N.A.
	10.2	Third Amendment to Temporary Limited Waiver dated as of October 17, 2016, among Basic, the guarantors party thereto, the lenders party thereto and Bank of America, N.A.
	10.3	Second Amendment to Temporary Limited Waiver and Consent dated as of October 16, 2016, among Basic, the guarantors party thereto, the lenders party thereto and U.S. Bank National Association.
	10.4	Second Amendment to Forbearance Agreement dated as of October 16, 2016, among Basic, the guarantors party thereto and the Holders.
	99.1	Press Release dated October 17, 2016.
	99.2	Press Release dated October 18, 2016.

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SIGNATURES

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

	Basic Energy Services, Inc.
Date: October 18, 2016	By:	/s/ Alan Krenek
		Alan Krenek
		Senior Vice President, Chief Financial Officer,
		Treasurer and Secretary

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EXHIBIT INDEX

(d)	Exhibits
	10.1	Second Amendment to Temporary Limited Waiver dated as of October 14, 2016, among Basic, the guarantors party thereto, the lenders party thereto and Bank of America, N.A.
	10.2	Third Amendment to Temporary Limited Waiver dated as of October 17, 2016, among Basic, the guarantors party thereto, the lenders party thereto and Bank of America, N.A.
	10.3	Second Amendment to Temporary Limited Waiver and Consent dated as of October 16, 2016, among Basic, the guarantors party thereto, the lenders party thereto and U.S. Bank National Association.
	10.4	Second Amendment to Forbearance Agreement dated as of October 16, 2016, among Basic, the guarantors party thereto and the Holders.
	99.1	Press Release dated October 17, 2016.
	99.2	Press Release dated October 18, 2016.

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EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO TEMPORARY LIMITED WAIVER

This SECOND AMENDMENT TO TEMPORARY LIMITED WAIVER (this “Amendment”), is entered into as of October 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 other Lender Parties are parties to that certain Temporary Limited Waiver, dated as of September 14, 2016, as amended by the First Amendment to Temporary Limited Waiver, dated as of September 28, 2016 (as further amended, the “Temporary Limited Waiver”), pursuant to which, among other things, the Lender Parties agreed, upon the terms and subject to the conditions set forth in the Temporary Limited Waiver, to temporarily waive the Anticipated Event of Default (as defined in the Temporary Limited Waiver) during the Temporary Limited Waiver Period (as defined in the Temporary Limited Waiver).

B.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.

C.Borrower has requested that the Lenders party hereto, which constitute the Required Lenders, amend the Temporary Limited Waiver to extend the Temporary Limited Waiver Period.

D.In accordance with Section 20 of the Temporary Limited Waiver and subject to the terms hereof, the Required Lenders and the Loan Parties have agreed to amend the Temporary Limited Waiver to extend 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:

Section 1. Definitions. Unless otherwise defined in this Amendment, capitalized terms used herein shall have the meanings ascribed to them in the Temporary Limited Waiver or the Credit Agreement, as applicable. All references to herein, hereto and words of similar import mean this Amendment.

SECTION 2. Amendment. Each Loan Party and the Lenders party hereto hereby agree, effective as of the Effective Date (defined below), that the Temporary Limited Waiver is amended by amending and restating clause (f) of Section 3 thereof in its entirety to read as follows:

“(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), (iii) the date on which the Noteholder Forbearance (as defined below) has terminated or (iv) the later of (A) October 17, 2016 or (B) such later date as the Required Lenders and the Borrower may agree in their respective sole discretion.”

SECTION 3. Effectiveness. This Amendment 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 Amendment signed by the Agent, the Required Lenders, Borrower and the 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 an extension of the 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 as extended hereby; and

(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 (the “Noteholder Forbearance”) 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 as extended hereby.

SECTION 4. No Other Amendments; Reservation of Rights; No Waiver. Except as expressly modified hereby, all terms, conditions, covenants, representations and warranties contained in the Temporary Limited Waiver shall remain in full force and effect. Section 21 of the Temporary Limited Waiver is incorporated into this Amendment and agreed to, reaffirmed and restated by the Loan Parties as of the Effective Date.

SECTION 5. Governing Law; Consent to Jurisdiction and Venue. This Amendment and the transactions contemplated hereby, and all disputes between the parties under or relating to this Amendment 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 6. Construction. Section 1.02 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof.

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SECTION 7. Counterparts. This Amendment 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 8. Severability. Section 10.12 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof.

SECTION 9. Section Headings. Section headings in this Amendment are included herein for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

SECTION 10. Waiver of Jury Trials. Section 10.15 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof.

SECTION 11. Final Agreement, Etc. Section 10.21 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof.

[Signature pages to follow]

IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the date first written above.

BASIC ENERGY SERVICES, INC.

By:    /s/ Alan Krenek

Name:    Alan Krenek

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

GUARANTORS:

ACID SERVICES, LLC

ADMIRAL WELL SERVICE, INC.

BASIC ENERGY SERVICES GP, LLC

BASIC ESA, INC.

BASIC MARINE SERVICES, INC.

CHAPARRAL SERVICE, INC.

FIRST ENERGY SERVICES COMPANY

GLOBE WELL SERVICE, INC.

JETSTAR ENERGY SERVICES, INC.

JETSTAR HOLDINGS, INC.

JS ACQUISITION LLC

LEBUS OIL FIELD SERVICE CO.

MAVERICK COIL TUBING SERVICES, LLC

MAVERICK SOLUTIONS, LLC

MAVERICK STIMULATION COMPANY, LLC

MAVERICK THRU-TUBING SERVICES, LLC

MCM HOLDINGS, LLC

MSM LEASING, LLC

PERMIAN PLAZA, LLC

PLATINUM PRESSURE SERVICES, INC.

SCH DISPOSAL, L.L.C.

SLEDGE DRILLING CORP.

TAYLOR INDUSTRIES, LLC

THE MAVERICK COMPANIES, LLC

XTERRA FISHING & RENTAL TOOLS CO.

By:    /s/ Alan Krenek

Name:    Alan Krenek

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

BASIC ENERGY SERVICES, L.P.

By: Basic Energy Services GP, LLC, its sole general partner

By:    Basic Energy Services, Inc., its sole member

By:    /s/ Alan Krenek

Name:    Alan Krenek

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

BASIC ENERGY SERVICES LP, LLC

By:    /s/ Jerry Tufly

Name:    Jerry Tufly

Title: Sole Manager and President

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EX-10.2

Exhibit 10.2

THIRD AMENDMENT TO TEMPORARY LIMITED WAIVER

This THIRD AMENDMENT TO TEMPORARY LIMITED WAIVER (this “Amendment”), is entered into as of October 17, 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 other Lender Parties are parties to that certain Temporary Limited Waiver dated as of September 14, 2016, as amended by the First Amendment to Temporary Limited Waiver, dated as of September 28, 2016 and the Second Amendment to Temporary Limited Waiver dated as of October 14, 2016 (as further amended, the “Temporary Limited Waiver”), pursuant to which, among other things, the Lender Parties agreed, upon the terms and subject to the conditions set forth in the Temporary Limited Waiver, to temporarily waive the Anticipated Event of Default (as defined in the Temporary Limited Waiver) during the Temporary Limited Waiver Period (as defined in the Temporary Limited Waiver).

B.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.

C.Borrower has requested that the Lenders party hereto, which constitute the Required Lenders, amend the Temporary Limited Waiver to extend the Temporary Limited Waiver Period.

D.In accordance with Section 20 of the Temporary Limited Waiver and subject to the terms hereof, the Required Lenders and the Loan Parties have agreed to amend the Temporary Limited Waiver to extend 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:

Section 1. Definitions. Unless otherwise defined in this Amendment, capitalized terms used herein shall have the meanings ascribed to them in the Temporary Limited Waiver or the Credit Agreement, as applicable. All references to herein, hereto and words of similar import mean this Amendment.

SECTION 2. Amendment. Each Loan Party and the Lenders party hereto hereby agree, effective as of the Effective Date (defined below), that the Temporary Limited Waiver is amended by amending and restating clause (f) of Section 3 thereof in its entirety to read as follows:

(i)“(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), (iii) the date on which the Noteholder Forbearance (as defined below) has terminated or (iv) the later of (A) October 24, 2016 or (B) such later date as the Required Lenders and the Borrower may agree in their respective sole discretion.”

SECTION 3. Effectiveness. This Amendment 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 Amendment signed by the Agent, the Required Lenders, Borrower and the 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 an extension of the 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 as extended hereby; and

(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 (the “Noteholder Forbearance”) 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 as extended hereby.

SECTION 4. No Other Amendments; Reservation of Rights; No Waiver. Except as expressly modified hereby, all terms, conditions, covenants, representations and warranties contained in the Temporary Limited Waiver shall remain in full force and effect. Section 21 of the Temporary Limited Waiver is incorporated into this Amendment and agreed to, reaffirmed and restated by the Loan Parties as of the Effective Date.

SECTION 5. Governing Law; Consent to Jurisdiction and Venue. This Amendment and the transactions contemplated hereby, and all disputes between the parties under or relating to this Amendment 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.

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SECTION 6. Construction. Section 1.02 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof.

SECTION 7. Counterparts. This Amendment 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 8. Severability. Section 10.12 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof.

SECTION 9. Section Headings. Section headings in this Amendment are included herein for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

SECTION 10. Waiver of Jury Trials. Section 10.15 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof.

SECTION 11. Final Agreement, Etc. Section 10.21 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof.

[Signature pages to follow]

IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the date first written above.

BASIC ENERGY SERVICES, INC.

By:        /s/ Alan Krenek    

Name:    Alan Krenek

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

GUARANTORS:

ACID SERVICES, LLC

ADMIRAL WELL SERVICE, INC.

BASIC ENERGY SERVICES GP, LLC

BASIC ESA, INC.

BASIC MARINE SERVICES, INC.

CHAPARRAL SERVICE, INC.

FIRST ENERGY SERVICES COMPANY

GLOBE WELL SERVICE, INC.

JETSTAR ENERGY SERVICES, INC.

JETSTAR HOLDINGS, INC.

JS ACQUISITION LLC

LEBUS OIL FIELD SERVICE CO.

MAVERICK COIL TUBING SERVICES, LLC

MAVERICK SOLUTIONS, LLC

MAVERICK STIMULATION COMPANY, LLC

MAVERICK THRU-TUBING SERVICES, LLC

MCM HOLDINGS, LLC

MSM LEASING, LLC

PERMIAN PLAZA, LLC

PLATINUM PRESSURE SERVICES, INC.

SCH DISPOSAL, L.L.C.

SLEDGE DRILLING CORP.

TAYLOR INDUSTRIES, LLC

THE MAVERICK COMPANIES, LLC

XTERRA FISHING & RENTAL TOOLS CO.

By:    /s/ Alan Krenek    

Name:    Alan Krenek

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

BASIC ENERGY SERVICES, L.P.

By: Basic Energy Services GP, LLC, its sole general partner

By:    Basic Energy Services, Inc., its sole member

By:    /s/ Alan Krenek    

Name:    Alan Krenek

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

BASIC ENERGY SERVICES LP, LLC

By:    /s/ Jerry Tufly    

Name:    Jerry Tufly

Title: Sole Manager and President

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EX-10.3

Exhibit 10.3

SECOND AMENDMENT TO TEMPORARY LIMITED WAIVER AND CONSENT

This SECOND AMENDMENT TO TEMPORARY LIMITED WAIVER AND CONSENT (this “Agreement”), is entered into as of October 16, 2016, by and among Basic Energy Services, Inc., as Borrower (the “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 other Lender Parties are parties to that certain Temporary Limited Waiver and Consent, dated as of September 13, 2016, as amended by the First Amendment to Temporary Limited Waiver and Consent, dated as of September 28, 2016 (as further amended, the “Temporary Limited Wavier”), pursuant to which, among other things, the Lender Parties agreed, upon the terms and subject to the conditions set forth in the Temporary Limited Waiver, to temporarily waive the Specified Events of Default (as defined in the Temporary Limited Waiver) during the Temporary Limited Waiver Period (as defined in the Temporary Limited Waiver).

B. 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.

C. Borrower has requested that the Lender Parties, which constitute the Required Lenders, amend the Temporary Limited Waiver to extend the Temporary Limited Waiver Period.

D. In accordance with Section 19 of the Temporary Limited Waiver, the Lender Parties as of the date hereof have agreed, to amend the Temporary Limited Waiver to extend 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:

SECTION 1. Definitions. Unless otherwise defined in this Agreement, capitalized terms used herein shall have the meanings ascribed to them in the Temporary Limited Wavier or the Credit Agreement, as applicable. All references to herein, hereto and words of similar import mean this Agreement.

SECTION 2.Amendment. Each Loan Party and the Lender Parties hereby agree, effective as of the date hereof, that the Temporary Limited Waiver is amended by amending and restating clause (e) of Section 3 thereof in its entirety to read as follows:

“(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) October 24, 2016 or (B) such later date as the Required Lenders and the Borrower may agree in their respective sole discretion or (iv) at any time prior to the execution of a restructuring support agreement by and among the parties hereto (the “RSA”) in connection with the commencement of an Insolvency Proceeding involving the Borrower and its affiliates, the unrestricted cash balances and Cash Equivalents of the Borrower and its consolidated Subsidiaries is less than $6,500,000.”

SECTION 3.No Other Amendments; Reservation of Rights; No Waiver. Except as expressly modified hereby, all terms, conditions, covenants, representations and warranties contained in the Temporary Limited Wavier shall remain in full force and effect.

SECTION 4.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 5.Construction. Section 1.02 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof.

SECTION 6.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 7.Severability. Section 10.12 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof.

SECTION 8.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 9.Waiver of Jury Trials. Section 10.15 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof.

SECTION 10.Final Agreement, Etc. Section 10.21 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof.

[Signature pages to follow]

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

BASIC ENERGY SERVICES, INC.

By: /s/ Alan Krenek    

Name: Alan Krenek

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

SIGNATURE PAGE TO    SECOND AMENDMENT TO TEMPORARY LIMITED WAIVER AND CONSENT

GUARANTORS:

ACID SERVICES, LLC

ADMIRAL WELL SERVICE, INC.

BASIC ENERGY SERVICES GP, LLC

BASIC ESA, INC.

BASIC MARINE SERVICES, INC.

CHAPARRAL SERVICE, INC.

FIRST ENERGY SERVICES COMPANY

GLOBE WELL SERVICE, INC.

JETSTAR ENERGY SERVICES, INC.

JETSTAR HOLDINGS, INC.

JS ACQUISITION LLC

LEBUS OIL FIELD SERVICE CO.

MAVERICK COIL TUBING SERVICES, LLC

MAVERICK SOLUTIONS, LLC

MAVERICK STIMULATION COMPANY, LLC

MAVERICK THRU-TUBING SERVICES, LLC

MCM HOLDINGS, LLC

MSM LEASING, LLC

PERMIAN PLAZA, LLC

PLATINUM PRESSURE SERVICES, INC.

SCH DISPOSAL, L.L.C.

SLEDGE DRILLING CORP.

TAYLOR INDUSTRIES, LLC

THE MAVERICK COMPANIES, LLC

XTERRA FISHING & RENTAL TOOLS CO.

By: /s/ Alan Krenek    

Name:    Alan Krenek

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

SIGNATURE PAGE TOSECOND AMENDMENT TO TEMPORARY LIMITED WAIVER AND CONSENT

BASIC ENERGY SERVICES, L.P.

By: Basic Energy Services GP, LLC, its sole general partner

By: Basic Energy Services, Inc., its sole member

By: /s/ Alan Krenek    

Name:    Alan Krenek

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

SIGNATURE PAGE TOSECOND AMENDMENT TO TEMPORARY LIMITED WAIVER AND CONSENT

BASIC ENERGY SERVICES LP, LLC

By: /s/ Jerry Tufly    

Name:    Jerry Tufly

Title:    Sole Manager and President

SIGNATURE PAGE TOSECOND AMENDMENT TO TEMPORARY LIMITED WAIVER AND CONSENT

EX-10.4

Exhibit 10.4

SECOND AMENDMENT TO FORBEARANCE AGREEMENT

This SECOND AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”) dated as of October 16, 2016, 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 undersigned 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 Note Parties and the Holders entered into that certain Forbearance Agreement, dated as of September 14, 2016, as amended by the First Amendment to Forbearance Agreement, dated as of September 28, 2016 (the “Forbearance Agreement”);

WHEREAS, the Note Parties and the Holders desire to amend the Forbearance Agreement as set forth in this Amendment; and

WHEREAS, terms used but not otherwise defined herein or in the Forbearance Agreement 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 acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Amendment to Forbearance Agreement. The last sentence ofSection 1(a) of the Forbearance Agreement is hereby amended and restated as follows:

“As used herein, “Forbearance Termination Date” means the earliest to occur of (a) 11:59 p.m. (New York City time) on October 24, 2016, (b) the occurrence of any Event of Default other than the Interest Default, (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), or (d) if earlier than the date specified in clause (a), at such time as either (x) the Temporary Limited Waiver, entered into as of September 14, 2016, by and among Basic Energy Services, Inc., as Borrower, the guarantors party thereto, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent for the Lenders, Swing Line Lender and L/C Issuer (as the same may be amended or extended), or (y) the Temporary Limited Waiver and Consent, dated as of September 13, 2016, by and among Basic Energy Services, Inc., the guarantors party thereto, the financial institutions party thereto, as lenders, and U.S. Bank National Association, as administrative agent (as the same may be amended or extended) shall expire or terminate in accordance with its terms (as the same may be amended or extended).”

Section 2. Counterparts. This Amendment 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 Amendment by electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

1

Exhibit 10.4

Section 3. Governing Law. THIS AMENDMENT 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 4. Effectiveness. The Forbearance Agreement is and shall remain in full force and effect as of the date hereof except as modified by this Amendment. Notwithstanding anything in Section 13 of the Forbearance Agreement to the contrary, this Amendment shall be effective as to each party hereto upon the execution of this Amendment by or on behalf of each Note Party and Holders constituting 55% of the outstanding 2019 Notes as of the date hereof.

Section 5. Relationship of Parties; No Third Party Beneficiaries. Nothing in this Amendment shall be construed to alter the existing debtor-creditor relationship between the Note Parties and the Holders. This Amendment 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 Amendment.

Section 6. Entire Agreement; Modification of Agreement; Verbal Agreements Not Binding. This Amendment and the Forbearance Agreement constitute 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 Amendment and the Forbearance 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 7. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Section 8. Joinder of Additional Holders. During the Forbearance Period (as defined in the Forbearance Agreement and amended herein) other beneficial holders may become Holders by executing a joinder to the Forbearance Agreement, as amended, the form of which shall be mutually agreeable to the Issuer and the Holders.

Section 9. Severability. If any provision of this Amendment is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of the Forbearance Agreement, as amended, will remain in full force and effect, and any provision of this Amendment 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 Amendment 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.

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

NOTE PARTIES

BASIC ENERGY SERVICES, INC.

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

[Signature Page to the Second Amendment to the Forbearance Agreement]

Exhibit 10.4

BASIC ENERGY SERVICES LP, LLC

By: /s/ Jerry Tufly
Name: Jerry TuflyTitle: 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 KrenekTitle: Senior Vice President, Chief Financial Officer,     Treasurer and Secretary

EX-99.1

Exhibit 99.1 Press Release Basic Energy Services Announces Substantial Progress Made In Discussions With Creditors RECEIVES EXTENSIONS OF FORBEARANCE AGREEMENT AND WAIVERS TO FINALIZE DELEVERAGING TRANSACTION WITH SECURED LENDERS AND UNSECURED BONDHOLDERS FORT WORTH, Texas, Oct. 17, 2016 /PRNewswire/ -- Basic Energy Services, Inc. (NYSE: BAS) ("Basic" or the "Company") 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 made substantial progress towards finalizing the terms of a deleveraging transaction. To enable all parties to finish documenting the terms of such transaction, the Company, its Secured Lenders, and certain of its unsecured bondholders have agreed to further extend the previously announced forbearance agreement and waivers as detailed below. On September 28, 2016, the Company entered into an agreement with holders of over 81% of the 7.75% senior notes due 2019 (the "2019 Notes") to extend the previously announced forbearance agreement. Under the forbearance extension, such unsecured noteholders agreed to forbear from exercising their rights and remedies in connection with the interest payment default, including the right to accelerate any indebtedness, through October 16, 2016 (the "Forbearance Extension Period"). Additionally, the Company's Secured Lenders 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. During the Forbearance Extension Period, the Company and its creditors have made significant progress in their negotiations regarding a deleveraging transaction. To provide the Company with additional time to finalize the documentation of the deleveraging transaction, the Company has reached an agreement with holders of over 81% of the 2019 Notes to further extend the Forbearance Extension Period by eight days, through October 24, 2016, subject to certain terms and conditions (including the extension of the Forbearance Extension Period by the Company's secured term loan lenders and secured asset-based revolver lenders) (the "Additional Extension Period"). The Company's secured term loan lenders have also agreed to provide an extension of their temporary waiver through the Additional Extension Period. Furthermore, the Company has received a one-day extension of the temporary waiver with its secured asset-based revolver lenders and is seeking an additional extension of the temporary waiver through October 24, 2016. The October 15, 2016 interest payment on the 7.75% senior notes due 2022 has not been paid. The indenture pursuant to which these notes

Exhibit 99.1 were issued provides a grace period of 30 days before this non-payment constitutes an event of default thereunder. Roe Patterson, Basic's President and Chief Executive Officer, reiterated, "We are very pleased with the progress we have made to date in our restructuring discussions with Basic's creditors. We believe that we are close to finalizing the terms of a financial restructuring plan that will leave the Company well capitalized and positioned for strong growth." The Company continues to have, and expects to have, adequate liquidity to continue its efficient and uninterrupted operations in the ordinary course and to meet 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 over 3,500 employees in more than 100 service points throughout the major oil and gas producing regions in Texas,Louisiana, Oklahoma, New Mexico, Arkansas, Kansas, California, 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, including statements regarding the status of the negotiations and our liquidity. 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, (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, and (vii) the course of our negotiations with our creditors. 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, 2015and 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.

Exhibit 99.1 Contacts: Alan Krenek, Chief Financial Officer Basic Energy Services, Inc. 817-334-4100 Jack Lascar Dennard ▪ Lascar Associates 713-529-6600

EX-99.2

Exhibit 99.2 _____________________________________________________________________________________ Press Release Basic Energy Services Receives Extension Of Waiver From Asset-Based Lenders FORT WORTH, Texas, Oct. 18, 2016 /PRNewswire/ -- Basic Energy Services, Inc. (NYSE: BAS) ("Basic" or the "Company") today announced that the Company has successfully obtained an extension of its temporary waiver from Basic's secured asset-based revolver (the "ABL Facility") lenders. As previously announced on October 17, 2016, the Company was seeking an additional extension of its temporary waiver of certain existing and future defaults under the ABL Facility in order to finalize the terms of a deleveraging transaction with its creditors. Basic has now received an additional seven day extension of the temporary waiver, through October 24, 2016, subject to certain terms and conditions. The Company continues to have, and expects to have, adequate liquidity to continue its efficient and uninterrupted operations in the ordinary course and to meet 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 over 3,500 employees in more than 100 service points throughout the major oil and gas producing regions in Texas, Louisiana, Oklahoma, New Mexico, Arkansas, Kansas, California 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, including statements regarding the status of the negotiations and our liquidity. 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, (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, and (vii) the course of our negotiations

Exhibit 99.2 with our creditors. 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. Contacts: Alan Krenek, Chief Financial Officer Basic Energy Services, Inc. 817-334-4100 Jack Lascar Dennard ▪ Lascar Associates 713-529-6600