Basic Energy Services Inc Sample Contracts

Basic Energy Services, Inc.EMPLOYMENT AGREEMENT (Robby Reeb) (January 12th, 2021)

THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into by and between BASIC ENERGY SERVICES, INC., a Delaware corporation (hereafter “Company”), and Robby Reeb (hereafter “Executive”), on the date or dates indicated on the signature page hereto, but effective for all purposes as of January 11, 2021 (the “Effective Date”). The Company and Executive may sometimes hereafter be referred to singularly as a “Party” or collectively as the “Parties.”

Basic Energy Services, Inc.EMPLOYMENT AGREEMENT (Michael Henry) (November 12th, 2020)

THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into by and between BASIC ENERGY SERVICES, INC., a Delaware corporation (hereafter “Company”), and Michael Henry (hereafter “Executive”), on the date or dates indicated on the signature page hereto, but effective for all purposes as of November 9, 2020 (the “Effective Date”). The Company and Executive may sometimes hereafter be referred to singularly as a “Party” or collectively as the “Parties.”

Basic Energy Services, Inc.FIRST AMENDMENT TO EXCHANGE AGREEMENT (November 5th, 2020)

This FIRST AMENDMENT TO EXCHANGE AGREEMENT (this “Amendment”), is made and entered into as of November 5, 2020, by and between Basic Energy Services, Inc., a Delaware corporation (the “Company”), and Ascribe III Investments LLC, a Delaware limited liability company (the “Noteholder”). Each of the Company and the Noteholder shall be referred to herein as a “Party” and collectively as the “Parties.”

Basic Energy Services, Inc.SECOND LIEN SECURITY AGREEMENT Dated as of October 15, 2020 among BASIC ENERGY SERVICES, INC. and the other Debtors parties hereto in favor of ASCRIBE III INVESTMENTS LLC as Secured Party (October 21st, 2020)

This SECOND LIEN SECURITY AGREEMENT dated as of October 15, 2020 (this “Agreement”), by and among BASIC ENERGY SERVICES, INC., a Delaware corporation (the “Borrower”), the undersigned subsidiaries of the Borrower (the Borrower and such undersigned subsidiaries collectively being the “Debtors” and individually being a “Debtor”), and ASCRIBE III INVESTMENTS LLC, a Delaware limited liability company, as secured party (in such capacity, the “Secured Party”).

Basic Energy Services, Inc.THIRD AMENDMENT TO ABL CREDIT AGREEMENT (October 21st, 2020)

This THIRD AMENDMENT TO ABL CREDIT AGREEMENT (this “Amendment”), is made and entered into as of October 15, 2020, by and among BASIC ENERGY SERVICES, INC., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower party to the Amendment (collectively, the “Guarantors”), the financial institutions party to this Amendment constituting the Required Lenders, and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as administrative agent for the Lenders (in such capacity, “Administrative Agent”), a Swing Line Lender and an L/C Issuer.

Basic Energy Services, Inc.SEPARATION AND RELEASE AGREEMENT David Schorlemer (September 30th, 2020)

This Separation and Release Agreement (this “Agreement”) is by and between Basic Energy Services, Inc. (the “Company”) and David Schorlemer (the “Individual”).

Basic Energy Services, Inc.SECOND SUPPLEMENTAL INDENTURE (August 7th, 2020)

This Second Supplemental Indenture, dated as of April 1, 2020 (this “Supplemental Indenture” or “Subsidiary Guarantee”), is among C&J Well Services, Inc., a Delaware corporation, KVS Transportation, Inc., a California corporation, and Indigo Injection #3, LLC, a Texas limited liability company (each, an “Additional Guarantor” and, collectively, the “Additional Guarantors”), Basic Energy Services, Inc. (together with its successors and assigns, the “Company”), each other then existing Guarantor under the Indenture referred to below, and UMB Bank, N.A., as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Collateral Agent”) under the Indenture referred to below.

Basic Energy Services, Inc.SUPPLEMENT NO. 2 TO SECURITY AGREEMENT (August 7th, 2020)

SUPPLEMENT NO. 2 dated as of April 1, 2020 (this “Supplement”), to the Security Agreement dated as of October 2, 2018 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Security Agreement”), among Basic Energy Services, Inc., a Delaware corporation (the “Issuer”) and its subsidiaries from time to time party thereto (together with the Issuer collectively being the “Debtors”) and UMB Bank, N.A., in its capacity as collateral agent (in such capacity and any successor in such capacity, the “Collateral Agent”) for the benefit of the holders of the Secured Obligations.

Basic Energy Services, Inc.BRIDGE NOTE GUARANTY SUPPLEMENT (August 7th, 2020)

THIS BRIDGE NOTE GUARANTY SUPPLEMENT (this “Supplement”), dated as of April 1, 2020, is entered into among KVS Transportation, Inc., a California corporation (“KVS”) and C&J Well Services, Inc., a Delaware corporation (“C&J”), and Indigo Injection #3, LLC, a Texas limited liability company (“Indigo” and, together with C&J and KVS, the “New Subsidiaries” and each a “New Subsidiary”), under that Senior Secured Promissory Note, dated as of March 9, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Bridge Note”), among BASIC ENERGY SERVICES, INC., a Delaware corporation (the “Obligor”), the Guarantors party thereto and Ascribe III Investments LLC, a Delaware Limited liability company (the “Payee”). Terms defined in the Bridge Note and not defined herein shall have the meanings given to them in the Bridge Note.

Basic Energy Services, Inc.SECOND AMENDMENT TO ABL CREDIT AGREEMENT (June 16th, 2020)

This SECOND AMENDMENT TO ABL CREDIT AGREEMENT (this “Amendment”), is made and entered into as of June 15, 2020, by and among Basic Energy Services, Inc., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower party to the Amendment (collectively, the “Guarantors”), the financial institutions party to this Amendment (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as administrative agent for the Lenders (in such capacity, “Administrative Agent”), a Swing Line Lender and an L/C Issuer.

Basic Energy Services, Inc.PURCHASE AGREEMENT BY AND AMONG ASCRIBE III INVESTMENTS LLC, BASIC ENERGY SERVICES, INC., NEXTIER HOLDING CO. AND C&J WELL SERVICES, INC. Dated as of March 9, 2020 (March 13th, 2020)

This PURCHASE AGREEMENT (this “Agreement”), dated March 9, 2020, is made and entered into by and among Basic Energy Services, Inc., a Delaware corporation (“Buyer”); Ascribe III Investments LLC, a Delaware limited liability company (“Ascribe”); NexTier Holding Co., a Delaware corporation (“Seller”); and C&J Well Services, Inc., a Delaware corporation (the “Company”). Buyer, Ascribe, Seller and the Company are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.”

Basic Energy Services, Inc.EMPLOYMENT AGREEMENT (Sterling Renshaw) (March 11th, 2020)

THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into by and between BASIC ENERGY SERVICES, INC., a Delaware corporation (hereafter “Company”), and Sterling Renshaw (hereafter “Executive”), on the date or dates indicated on the signature page hereto, but effective for all purposes as the “Effective Date” (as defined below). The Company and Executive may sometimes hereafter be referred to singularly as a “Party” or collectively as the “Parties.”

Basic Energy Services, Inc.LIMITED CONSENT AND FIRST AMENDMENT (March 11th, 2020)

This LIMITED CONSENT AND FIRST AMENDMENT TO ABL CREDIT AGREEMENT (this “Amendment”), is made and entered into as of March 9, 2020, by and among Basic Energy Services, Inc., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower party to the Amendment (collectively, the “Guarantors”), the financial institutions party to this Amendment (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as administrative agent for the Lenders (in such capacity, “Administrative Agent”), a Swing Line Lender and an L/C Issuer.

Basic Energy Services, Inc.PURCHASE AGREEMENT BY AND AMONG ASCRIBE III INVESTMENTS LLC, BASIC ENERGY SERVICES, INC., NEXTIER HOLDING CO. AND C&J WELL SERVICES, INC. Dated as of March 9, 2020 (March 11th, 2020)

This PURCHASE AGREEMENT (this “Agreement”), dated March 9, 2020, is made and entered into by and among Basic Energy Services, Inc., a Delaware corporation (“Buyer”); Ascribe III Investments LLC, a Delaware limited liability company (“Ascribe”); NexTier Holding Co., a Delaware corporation (“Seller”); and C&J Well Services, Inc., a Delaware corporation (the “Company”). Buyer, Ascribe, Seller and the Company are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.”

Basic Energy Services, Inc.STOCKHOLDERS AGREEMENT (March 11th, 2020)

This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of March 9, 2020, is entered into by and between BASIC ENERGY SERVICES, INC., a Delaware corporation (the “Company”), and ASCRIBE III INVESTMENTS LLC, a Delaware limited liability company (“Ascribe”).

Basic Energy Services, Inc.EXCHANGE AGREEMENT (March 11th, 2020)

This EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of March 9, 2020, by and between Basic Energy Services, Inc., a Delaware corporation (the “Company”), and Ascribe III Investments LLC, a Delaware limited liability company (the “Noteholder”).

Basic Energy Services, Inc.CONSULTING AGREEMENT (William T. Dame) (February 19th, 2020)

This Consulting Agreement (this “Agreement”) is made and entered into as of February 3, 2020 (the “Effective Date”) by and between Basic Energy Services, Inc. (the “Company”) and William T. Dame (the “Consultant”).

Basic Energy Services, Inc.SEPARATION AND RELEASE AGREEMENT (February 13th, 2020)

This Separation and Release Agreement (this "Agreement") is by and between Basic Energy Services, Inc. (the "Company") and William T. Dame (the "Individual").

Basic Energy Services, Inc.EMPLOYMENT AGREEMENT (Keith Schilling) (December 20th, 2019)

THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into by and between BASIC ENERGY SERVICES, INC., a Delaware corporation (hereafter “Company”), and Keith Schilling (hereafter “Executive”), on the date or dates indicated on the signature page hereto, but effective for all purposes as of January 2, 2020, (the “Effective Date”). The Company and Executive may sometimes hereafter be referred to singularly as a “Party” or collectively as the “Parties.”

Basic Energy Services, Inc.AMENDMENT TO SEPARATION AND RELEASE AGREEMENT (November 1st, 2019)

This Amendment to Separation and Release Agreement (the “Amendment”) is made and entered into by and between Basic Energy Services, Inc., a Delaware corporation (the “Company”), and Thomas Monroe Patterson (the “Individual”), effective as of October 25, 2019 (the “Amendment Effective Date”).

Basic Energy Services, Inc.SUPPLEMENT NO. 1 TO SECURITY AGREEMENT (November 1st, 2019)

SUPPLEMENT NO. 1 dated as of August 22, 2019 (this “Supplement”), to the Security Agreement dated as of October 2, 2018 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Security Agreement”), among Basic Energy Services, Inc., a Delaware corporation (the “Issuer”) and its subsidiaries from time to time party thereto (together with the Issuer collectively being the “Debtors”) and UMB Bank, N.A., in its capacity as collateral agent (in such capacity and any successor in such capacity, the “Collateral Agent”) for the benefit of the holders of the Secured Obligations.

Basic Energy Services, Inc.Contract (November 1st, 2019)

This SUPPLEMENT NO. 1 dated as of July 23, 2019 (this “Supplement”), is delivered in connection with (a) the Security Agreement dated as of October 2, 2018 (as amended, restated or otherwise modified from time to time, the “Security Agreement”), among Basic Energy Services, Inc., a Delaware corporation (the “Borrower”), certain subsidiaries of the Borrower (such subsidiaries together with the Borrower, the “Debtors”) and Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, the “Administrative Agent”) for the benefit of the holders of the Secured Obligations (as defined therein) and (b) the Guaranty dated as of October 2, 2018 (as amended, restated or otherwise modified from time to time, the “Guaranty”) made by the Debtors other than the Borrower (the “Guarantors”) for the benefit of the Administrative Agent and the Lenders.

Basic Energy Services, Inc.FIRST SUPPLEMENTAL INDENTURE (November 1st, 2019)

This First Supplemental Indenture, dated as of August 22, 2019 (this “Supplemental Indenture” or “Subsidiary Guarantee”), is among Agua Libre Midstream LLC, a Delaware limited liability company, Agua Libre Holdco LLC, a Delaware limited liability company, and Agua Libre Asset Co LLC, a Delaware limited liability company (each, an “Additional Guarantor” and, collectively, the “Additional Guarantors”), Basic Energy Services, Inc. (together with its successors and assigns, the “Company”), each other then existing Guarantor under the Indenture referred to below, and UMB Bank, N.A., as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Collateral Agent”) under the Indenture referred to below.

Basic Energy Services, Inc.SEPARATION AND RELEASE AGREEMENT (September 16th, 2019)

This Separation and Release Agreement (this “Agreement”) is by and between Basic Energy Services, Inc. (the “Company”) and Thomas Monroe Patterson (the “Individual”).

Basic Energy Services IncBASIC ENERGY SERVICES, INC. Performance-Based Phantom Share Award Agreement Participant: <<First Name>> <<Last Name>> (May 16th, 2019)

This Performance-Based Phantom Share Award Agreement (this “Agreement”) is made by and between Basic Energy Services, Inc., a Delaware corporation (the “Company”), and [___] (the “Participant”), effective as of [___] (the “Date of Grant”).

Basic Energy Services IncBASIC ENERGY SERVICES, INC. NON-EMPLOYEE DIRECTOR INCENTIVE PLAN Time-Based Restricted Stock Unit Award Agreement Participant: <<First Name>> <<Last Name>> (May 16th, 2019)

This Time-Based Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between Basic Energy Services, Inc., a Delaware corporation (the “Company”), and [___] (the “Participant”), effective as of [____] (the “Date of Grant”).

Basic Energy Services IncBASIC ENERGY SERVICES, INC. Time-Based Phantom Share Award Agreement Participant: <<First Name>> <<Last Name>> (May 16th, 2019)

This Time-Based Phantom Share Award Agreement (this “Agreement”) is made by and between Basic Energy Services, Inc., a Delaware corporation (the “Company”), and [___] (the “Participant”), effective as of [___] (the “Date of Grant”).

Basic Energy Services IncAMENDMENT TO EMPLOYMENT AGREEMENT (December 13th, 2018)

This Amendment to Employment Agreement (the “Amendment”) is made and entered into by and between Basic Energy Services, Inc., a Delaware corporation (hereafter “Company”), and _______________ (hereafter “Executive”), effective as of __________, 2018 (the “Effective Date”).

Basic Energy Services IncAMENDED AND RESTATED EMPLOYMENT AGREEMENT (Brett Taylor) (December 13th, 2018)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into by and between BASIC ENERGY SERVICES, INC., a Delaware corporation (hereafter “Company”), and Brett Taylor (hereafter “Executive”), on the date or dates indicated on the signature page hereto, but effective for all purposes as of December 12, 2018 (the “Effective Date”). The Company and Executive may sometimes hereafter be referred to singularly as a “Party” or collectively as the “Parties.”

Basic Energy Services IncAMENDMENT NO. 3 (November 5th, 2018)

This AMENDMENT NO. 3, dated as of May 15, 2018 (this “Amendment”) is entered into by and among BASIC ENERGY RECEIVABLES, LLC (the “Borrower”), BASIC ENERGY SERVICES, L.P. (the “Servicer”), BASIC ENERGY SERVICES, INC. (“Parent”), the Lenders signatory hereto (each a “Consenting Lender” and collectively, the “Consenting Lenders”), and UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, the “Administrative Agent”).

Basic Energy Services IncABL CREDIT AGREEMENT Dated as of October 2, 2018 among BASIC ENERGY SERVICES, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, UBS SECURITIES LLC, as Syndication Agent, PNC BANK NATIONAL ... (October 9th, 2018)

This ABL CREDIT AGREEMENT (“Agreement”) is entered into as of October 2, 2018 among Basic Energy Services, Inc., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer.

Basic Energy Services IncSECURITY AGREEMENT Dated as of October 2, 2018 among BASIC ENERGY SERVICES, INC. and the other Debtors parties hereto in favor of BANK OF AMERICA, N.A., as Administrative Agent (October 9th, 2018)

This SECURITY AGREEMENT dated as of October 2, 2018 (this “Agreement”), is among BASIC ENERGY SERVICES, INC., a Delaware corporation (the “Borrower”), the undersigned subsidiaries of the Borrower (the Borrower and such undersigned subsidiaries collectively being the “Debtors” and individually being a “Debtor”), and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the benefit of the holders of the Secured Obligations (as defined below).

Basic Energy Services IncSECURITY AGREEMENT Dated as of October 2, 2018 among BASIC ENERGY SERVICES, INC. and the other Debtors parties hereto in favor of UMB BANK, N.A., as Collateral Agent (October 9th, 2018)

This SECURITY AGREEMENT dated as of October 2, 2018 (this “Agreement”), is among BASIC ENERGY SERVICES, INC., a Delaware corporation (the “Issuer”), the undersigned subsidiaries of the Issuer (the Issuer and such undersigned subsidiaries collectively being the “Debtors”), and UMB BANK, N.A. in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the holders of the Secured Obligations (as defined below).

Basic Energy Services IncBASIC ENERGY SERVICES, INC., AND UMB BANK, N.A., as Trustee and Collateral Agent INDENTURE Dated as of October 2, 2018 10.75% Senior Secured Notes due 2023 (October 9th, 2018)

This INDENTURE dated as of October 2, 2018, is among Basic Energy Services, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and UMB Bank, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).

Basic Energy Services IncBasic Energy Services, Inc. $300,000,000 10.75% Senior Secured Notes due 2023 PURCHASE AGREEMENT (September 27th, 2018)