Attached files
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| EX-10.1 - EXHIBIT 10.1 - BEST ENERGY SERVICES, INC. | ex10_1.htm |
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): February 4, 2010 (February
3, 2010)
BEST
ENERGY SERVICES, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-53260
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02-0789714
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification
Number)
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5433
Westheimer Road; Suite 825
Houston,
Texas
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77056
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(Address
of principal executive offices)
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(Zip
Code)
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(713)
933-2600
(Registrant’s
telephone number,
including
area code)
__________________________________
(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 obligations of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
(a) On
February 3, 2010, Best Energy Services, Inc. (the “Company”), Bob Beeman
Drilling Company, a wholly owned subsidiary of the Company (“BBD”), Best Well
Service, Inc., a wholly owned subsidiary of the Company (“BWS”), and PNC Bank,
National Association, as agent for the lenders (“PNC”), entered into that
certain Waiver and Amendment No. 6 to Revolving Credit, Term Loan and Security
Agreement (the “Sixth Amendment”). The Sixth Amendment amended the
Revolving Credit, Term Loan and Security Agreement dated February 14, 2008
between the Company, BBD, BWS and PNC, as subsequently amended by that certain
Waiver and Amendment No. 1 dated April 15, 2009, that certain Waiver and
Amendment No. 2 dated August 19, 2009, that certain Amendment No. 3 dated
October 20, 2009, that certain Amendment No. 4 dated November 9, 2009 and that
certain Waiver and Amendment No. 5 dated January 13, 2010 (the “Loan Agreement”)
as follows: the amount available under the revolving credit line was temporarily
increased by $2,150,000 from the date of the Sixth Amendment until the earlier
of (i) February 27, 2010 and (ii) the date on which the Company completes an
equity offering that yields net cash proceeds to the Company of at least $2.15
million (a “Successful Equity Offering”), after which time this additional
availability will reduce to zero. In addition, the Sixth Amendment
conditionally waived the existing defaults that had occurred and were continuing
as of the date of the Sixth Amendment. The condition for this waiver
is the completion of a Successful Equity Offering. In the Sixth
Amendment, PNC expressly reserves all of its rights and remedies under the Loan
Agreement, the other documents and agreements entered into in connection with
the Loan Agreement and at law, subject to the conditional waiver described
above. In addition, the Sixth Amendment requires that (i) the Company
complete a Successful Equity Offering no later than February 27, 2010, (ii) no
later than February 5, 2010, the amount of funds deposited into the escrow
account established at PNC in connection with the pending Successful Equity
Offering plus the amount of funds pledged by investors in the pending Successful
Equity Offering pursuant to executed subscription agreements must be not less
than $1,500,000, (iii) no later than February 15, 2010, the amount of funds
deposited into the escrow account established at PNC in connection with the
pending Successful Equity Offering plus the amount of funds pledged by investors
in the pending Successful Equity Offering pursuant to executed subscription
agreements must be not less than $2,400,000 and (iv) the Company deliver to
PNC amendments to PNC’s existing warrants to purchase 750,000 shares
of the Company’s common stock reducing the exercise price thereof to $0.10 per
share (as provided in the Waiver and Amendment No. 5). The foregoing
description of the Sixth Amendment is qualified in its entirety by reference to
the Sixth Amendment, a copy of which is attached to this Current Report as an
exhibit and incorporated herein by reference. In consideration of the
Sixth Amendment, the Company will (i) pay to its lenders a cash fee of $10,000,
payable $5,000 on the date of the Sixth Amendment and $5,000 on February 18,
2010 (or earlier if an event of default occurs), (ii) pay to its lenders a cash
fee of $50,000 if the Company completes a Successful Equity Offering that
generates gross cash proceeds to the Company of at least $3,000,000 (as provided
in the Waiver and Amendment No. 5) and (iii) concurrently with the completion of
a Successful Equity Offering, issue to PNC a warrant to purchase 1,500,000
shares of the Company’s common stock at an exercise price of $0.10 per share (in
replacement of the warrant to purchase 1,250,000 shares of the Company’s common
stock at an exercise price of $0.10 per share as provided in the Waiver and
Amendment No. 5).
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information provided under Item
1.01 is incorporated herein by reference.
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Item 9.01. Financial Statements and
Exhibits
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(a)
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Exhibits
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10.
1
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Waiver
and Amendment No. 6 to Revolving Credit, Term Loan and Security Agreement
dated as of February 3, 2010 by and among Best Energy Services, Inc., Bob
Beeman Drilling Company, Best Well Service, Inc. and PNC Bank, National
Association, as agent for the
lenders.
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SIGNATURE
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.
Dated:
February 4, 2010
| BEST ENERGY SERVICES, INC. | ||
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By:
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/s/ Mark G. Harrington
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Mark
G. Harrington
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Chief
Executive Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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Waiver
and Amendment No. 6 to Revolving Credit, Term Loan and Security Agreement
dated as of February 3, 2010 by and among Best Energy Services, Inc., Bob
Beeman Drilling Company, Best Well Service, Inc. and PNC Bank, National
Association, as agent for the
lenders.
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