Exhibit 10.1
EXECUTED VERSION
FIRST AMENDMENT TO TEMPORARY LIMITED WAIVER AND CONSENT
This FIRST AMENDMENT TO TEMPORARY LIMITED WAIVER AND
CONSENT (this “Agreement”), is entered into as of September 28, 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, 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:
(a) amending and restating clause (e) of Section 3 thereof in its entirety to read
as follows:
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“(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 16, 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 (x) at any time on or prior to October 3, 2016, $20,000,000, (y) at any time
after October 3, 2016 and 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, $10,000,000 plus an amount to be determined in good
faith and by mutual agreement of the Borrower and the Lenders on or prior to October 3, 2016
representing the professional fees and other fees and costs due or expected to be due in connection
with the RSA and (z) upon execution of the RSA and anytime thereafter, $10,000,000 plus the
excess, if any, of (A) the amount agreed pursuant to clause (y) above minus (B) the amount of such
fees and costs actually paid in connection with the RSA.”
and
(b) amending clause (f) of Section 3 thereof as follows:
(i) deleting the word “and” at the end of clause (viii) thereof;
(ii) replacing the period at the end of clause (ix) thereof with “; and”;
and
(iii) inserting immediately after clause (ix) thereof the following
clause (x):
“(x) (A) the termination of the RSA 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.”
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.
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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]
SIGNATURE PAGE TO
FIRST AMENDMENT TO TEMPORARY LIMITED WAIVER AND CONSENT
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
FIRST 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 TO
FIRST 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
