Attached files
file | filename |
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8-K - FORM 8-K - BASIC ENERGY SERVICES, INC. | h82813e8vk.htm |
EX-99.1 - EX-99.1 - BASIC ENERGY SERVICES, INC. | h82813exv99w1.htm |
Exhibit 10.1
[Execution Version]
AMENDMENT NO. 1 TO CREDIT AGREEMENT
This Amendment No. 1 to Credit Agreement, dated as of June 7, 2011, (this
Amendment), is entered into by BASIC ENERGY SERVICES, INC., a Delaware corporation (the
Borrower), the lenders party to the Credit Agreement described below, and BANK OF
AMERICA, N.A., as Administrative Agent (in such capacity, the Administrative Agent), a
Swing Line Lender and L/C Issuer.
INTRODUCTION
Reference is made to the Credit Agreement dated as of February 15, 2011 (as modified from time
to time, the Credit Agreement), among the Borrower, the lenders from time to time party
thereto (collectively, the Lenders and individually, a Lender), and the
Administrative Agent.
The Borrower has notified the Administrative Agent and the Lenders that the Borrower wishes to
acquire all of the outstanding equity of (i) Maverick Stimulation Company, LLC, (ii)
Maverick Coil Tubing Services, LLC, (iii) MCM Holdings, LLC, (iv) Maverick Thru-Tubing, LLC, (v)
The Maverick Companies, (vi) Maverick Solutions, LLC and (vii) MSM Leasing, LLC pursuant to a
letter of intent dated as of June 1, 2011 and a form of Purchase and Sale Agreement as contemplated
therein (the Proposed Acquisition).
In connection with the Proposed Acquisition, the Borrower has requested, and the Lenders and
the Administrative Agent have agreed, to make certain amendments to, and waive certain requirements
of, the Credit Agreement as set forth herein.
THEREFORE, in connection with the foregoing and for other good and valuable consideration, the
Borrower, the Lenders, and the Administrative Agent hereby agree as follows:
Section 1. Definitions; References. Unless otherwise defined in this Amendment, each
term used in this Amendment that is defined in the Credit Agreement has the meaning assigned to
such term in the Credit Agreement.
Section 2. Amendment of Credit Agreement.
(a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following
definition after the definition of Pro Forma Basis:
Proposed Acquisition means the acquisition by the Borrower of all of the
outstanding equity of Maverick Stimulation Company, LLC, (ii) Maverick Coil Tubing Services,
LLC, (iii) MCM Holdings, LLC, (iv) Maverick Thru-Tubing, LLC, (v) The Maverick Companies,
(vi) Maverick Solutions, LLC and (vii) MSM Leasing, LLC pursuant to a letter of intent dated
as of June 1, 2011 and a form of Purchase and Sale Agreement as contemplated therein.
(b) Section 2.14(a) of the Credit Agreement is hereby amended by deleting such
clause (a) in its entirety and replacing it with the following:
(a) Request for Increase. Provided there exists no Default, upon notice to the
Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time
to time, request an increase in the Aggregate Commitments to an amount up to but not
exceeding (giving effect to all such increases) $300,000,000; provided that (i) any
such request for an increase shall be in a minimum amount of $15,000,000, and (ii) the
Borrower may make a maximum of four (4) such requests. At the time of sending such notice,
the Borrower (in consultation with the Administrative Agent) shall specify the time period
within which each Lender is requested to respond (which shall in no event be less than ten
Business Days from the date of delivery of such notice to the Lenders).
(c) Section 2.14(c) of the Credit Agreement is hereby amended by deleting such
clause (c) in its entirety and replacing it with the following:
(c) Notification by Administrative Agent; Additional Lenders. The Administrative
Agent shall notify the Borrower and each Lender of the Lenders responses to each request
made hereunder. Subject to the approval of the Administrative Agent, the L/C Issuer and the
Swing Line Lenders (which approvals shall not be unreasonably withheld), the Borrower may
also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement
in form and substance satisfactory to the Administrative Agent and its counsel, which
invitation may be made concurrently with the notice required by Section 2.14(a).
(d) Section 7.02 of the Credit Agreement is hereby amended by deleting the word and
at the end of clause (k) thereof, replacing the period at the end of clause (l)
thereof with ; and, and inserting the following clause (m) at the end of such Section
7.02:
(m) unsecured Indebtedness in an aggregate principal amount not to exceed $250,000,000
issued by the Borrower or any of its Subsidiaries on a single issuance date and any
refinancings, refundings, renewals or extensions thereof; provided that (i) the
proceeds of such Indebtedness are utilized (A) if the Proposed Acquisition is consummated,
for the purpose of financing the Proposed Acquisition, paying fees and expenses incurred
with respect thereto, and for general corporate purposes or (B) if the Proposed Acquisition
is not consummated, for the purpose of refinancing existing Indebtedness of the Borrower and
its Subsidiaries and for general corporate purposes, (ii) immediately prior to and after
giving effect to the issuance of such Indebtedness, there would be no Default under this
Agreement, (iii) such Indebtedness scheduled maturity is no earlier than twelve (12) months
after the Maturity Date, (iv) such Indebtedness does not require any scheduled repayments,
defeasance or redemption (or sinking fund therefor) of any principal amount thereof prior to
maturity, (v) no indenture or other agreement governing such Indebtedness contains (A)
maintenance financial covenants or (B) covenants or events of default that are more
restrictive in any material respect on the Borrower or any of its Subsidiaries than those
contained in the 2019 Senior Notes Documents, and (vi) with respect to any refinancings,
refundings, renewals or extensions thereof; (x) the amount of such Indebtedness is not
increased at the time of such
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refinancing, refunding, renewal, or extension except by an amount equal to a reasonable
premium or other reasonable amount paid, and fees and expenses reasonably incurred, in
connection with such refinancing, refunding, renewal, or extension and (y) the terms of such
refinancing, refunding, renewing, or extending Indebtedness satisfy the requirements of this
Section 7.02(m);
(e) Section 7.09 of the Credit Agreement is hereby amended by deleting such Section in
its entirety and replacing it with the following:
7.09 Burdensome Agreements. Enter into or permit to exist any Contractual Obligation
(other than this Agreement or any other Loan Document) that (a) limits the ability (i) of
any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise
transfer property to or invest in the Borrower or any Guarantor, except for any agreement in
effect (A) on the date hereof and set forth on Schedule 7.09 or (B) at the time any
Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered
into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (ii) of
any Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or any
Subsidiary to create, incur, assume or suffer to exist Liens on its property to secure the
Obligations; provided, however, that this clause (iii) shall not prohibit
any negative pledge incurred or provided in favor of any holder of Indebtedness permitted
under Section 7.02(f) solely to the extent any such negative pledge relates to the
property financed by or the subject of such Indebtedness; or (b) requires the grant of a
Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations.
(f) Section 7.12 of the Credit Agreement is hereby amended by deleting such Section in
its entirety and replacing it with the following:
7.12 Capital Expenditures. Make or become legally obligated to make (without
duplication) any Capital Expenditure, except for Capital Expenditures in the ordinary course
of business not exceeding, in the aggregate for the Borrower and it Subsidiaries during each
fiscal year, $130,000,000; provided, however, that so long as no Default has
occurred and is continuing or would result from such expenditure, (a) up to 50% of any
unused amount set forth above, if not expended in the fiscal year for which it is permitted
above, may be carried over for expenditure in the next following fiscal year (such amount,
the CapEx Rollover Amount); and provided, further, if a CapEx
Rollover Amount is so carried over, it will be deemed used in the immediately succeeding
fiscal year before the amount set forth opposite for such fiscal year above and (b) for any
fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such
fiscal year pursuant to this Section 7.12 (including as a result of the application
of any CapEx Rollover Amount) may be increased by an amount not to exceed $25,000,000 of the
scheduled amount permitted for the immediately succeeding fiscal year (the CapEx
Pull-Forward Amount), provided that the actual CapEx Pull-Forward Amount in
respect of any such fiscal year shall reduce, on a dollar-for-dollar basis, the amount of
Capital Expenditures that are permitted to be made in the immediately succeeding fiscal
year.
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(g) Section 7.15 of the Credit Agreement is hereby amended by deleting such Section in
its entirety and replacing it with the following:
7.15 Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise
satisfy prior to the scheduled maturity thereof in any manner, or make any payment in
violation of any subordination terms of, any Indebtedness, except (a) the prepayment of the
Credit Extensions in accordance with the terms of this Agreement, (b) regularly scheduled
payments of Indebtedness set forth on Schedule 7.02, (c) refinancings, refundings,
extensions or renewals of Indebtedness to the extent such refinancing, refunding, extension
or renewal is permitted by Sections 7.02(d), 7.02(g) or 7.02(m), and
(d) the conversion to or exchange for Equity Interests of convertible or exchangeable debt
securities permitted under Sections 7.02(d), 7.02(g) and 7.02(m),
and customary payments in cash in lieu of fractional shares in connection therewith.
Section 3. Waiver. In addition to the foregoing amendments, the Borrower has
requested that the Administrative Agent and the Lenders waive certain requirements set forth in the
Credit Agreement with respect to the Proposed Acquisition. The Administrative Agent and the
Lenders hereby waive the maximum pro forma Consolidated Leverage Ratio requirement set forth in
clause (c)(i) of the definition of Permitted Acquisition in the Credit Agreement solely
with respect to the Proposed Acquisition, and acknowledge and agree that the Proposed Acquisition
shall constitute a Permitted Acquisition so long as the other requirements set forth in the
definition of Permitted Acquisition are satisfied. This waiver is limited to the extent described
herein and shall not be construed to be a waiver of any other terms of the Credit Agreement or any
other Loan Document.
Section 4. Representations and Warranties. The Borrower represents and warrants that
(a) the execution, delivery, and performance of this Amendment by each Loan Party are within the
corporate or equivalent power and authority of such Loan Party and have been duly authorized by all
necessary corporate or other organizational action, (b) this Amendment, and the Credit Agreement as
amended hereby, constitute legal, valid, and binding obligations of each Loan Party, enforceable
against each Loan Party in accordance with their terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws of
general applicability affecting the enforcement of creditors rights and the application of general
principles of equity (regardless of whether such enforceability is considered in a proceeding in
equity or law); (c) the representations and warranties of the Borrower and each other Loan Party
contained in each Loan Document are true and correct as of the date of this Amendment, except to
the extent that such representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct as of such earlier date; (d) no Default or Event of Default
exists under the Loan Documents; and (e) the Liens under the Security Documents are valid and
subsisting.
Section 5. Effect on Credit Documents. Except as amended herein, the Credit Agreement
and all other Loan Documents remain in full force and effect as originally executed. Nothing
herein shall act as a waiver of any of the Administrative Agents or any Lenders rights under the
Loan Documents as amended, including the waiver of any default or event of default, however
denominated. The Borrower acknowledges and agrees that this Amendment shall in no manner impair or
affect the validity or enforceability of the Credit Agreement. This Amendment
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is a Loan Document for the purposes of the provisions of the other Loan Documents. Without
limiting the foregoing, any breach of representations, warranties, and covenants under this
Amendment may be a default or event of default under the other Loan Documents.
Section 6. Effectiveness. This Amendment shall become effective, and the Credit
Agreement shall be amended as provided for herein, upon the satisfaction of the following
conditions:
(a) the Administrative Agent (or its counsel) shall have received (i) counterparts hereof duly
executed and delivered by a duly authorized officer of the Borrower, each Guarantor, and by the
Lenders whose consent is required to effect the amendments and waiver contemplated hereby; and
(b) the Administrative Agent shall have received, or shall concurrently receive (i) for the
account of each Lender that has delivered an executed counterpart of this Amendment to the
Administrative Agent (or its counsel) by 12:00 p.m. (Central time) on June 6, 2011, a consent fee
equal to 12.5 basis points on the amount of such executing Lenders Commitment then in effect and
(ii) for the account of the applicable Person, payment of all other fees payable in connection with
this Amendment.
Section 7. Reaffirmation of Guaranty. By its signature hereto, each Guarantor
represents and warrants that such Guarantor has no defense to the enforcement of the Guaranty, and
that according to its terms the Guaranty will continue in full force and effect to guaranty the
Borrowers obligations under the Credit Agreement and the other amounts described in the Guaranty
following the execution of this Amendment.
Section 8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Section 9. Miscellaneous. The miscellaneous provisions set forth in Article X
of the Credit Agreement apply to this Amendment. This Amendment may be signed in any number of
counterparts, each of which shall be an original, and may be executed and delivered by telecopier
or other electronic imaging means.
Section 10. ENTIRE AGREEMENT. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT
THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES.
[Signature pages follows.]
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EXECUTED as of the first date above written.
BASIC ENERGY SERVICES, INC. |
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By: | /s/ Kenneth V. Huseman | |||
Kenneth V. Huseman | ||||
President and Chief Executive Officer | ||||
Signature Page to Amendment No. 1 to Credit Agreement
BASIC ENERGY SERVICES GP, LLC ACID SERVICES, LLC ADMIRAL WELL SERVICE, INC. BASIC MARINE SERVICES, INC. CHAPARRAL SERVICE, INC. JETSTAR ENERGY SERVICES, INC. JETSTAR HOLDINGS, INC. JS ACQUISITION LLC PERMIAN PLAZA, LLC PLATINUM PRESSURE SERVICES, INC. SLEDGE DRILLING CORP. WILDHORSE SERVICES, INC. XTERRA FISHING & RENTAL TOOLS CO. |
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By: | /s/ Kenneth V. Huseman | |||
Kenneth V. Huseman | ||||
President and Chief Executive Officer | ||||
BASIC ENERGY SERVICES LP, LLC, as a Guarantor |
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By: | /s/ Jerry Tufly | |||
Jerry Tufly | ||||
Sole Manager | ||||
Signature
Page to Amendment No. 1 to Credit Agreement
BASIC ENERGY SERVICES, L.P. |
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By: | BASIC ENERGY SERVICES GP, | |||
LLC, its General Partner | ||||
By: | BASIC ENERGY SERVICES, | |||
INC., its Sole Member | ||||
By: | /s/ Kenneth V. Huseman | |||
Kenneth V. Huseman | ||||
President | ||||
BASIC ESA, INC. FIRST ENERGY SERVICES COMPANY GLOBE WELL SERVICE, INC. HENNESSEY RENTAL TOOLS, INC. LEBUS OIL FIELD SERVICE CO. OILWELL FRACTURING SERVICES, INC. SCH DISPOSAL, L.L.C. |
||||
By: | /s/ Kenneth V. Huseman | |||
Kenneth V. Huseman | ||||
President | ||||
TAYLOR INDUSTRIES, LLC |
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By: | /s/ Kenneth V. Huseman | |||
Kenneth V. Huseman | ||||
Chief Executive Officer |
Signature
Page to Amendment No. 1 to Credit Agreement
BANK OF AMERICA, N.A., as Administrative Agent |
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By: | /s/ Michelle D. Diggs | |||
Name: | Michelle D. Diggs | |||
Title: | Agency Management Officer |
Signature
Page to Amendment No. 1 to Credit Agreement
BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender |
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By: | /s/ Julie Castano | |||
Name: | Julie Castano | |||
Title: | Vice President |
Signature
Page to Amendment No. 1 to Credit Agreement
CAPITAL ONE, NATIONAL
ASSOCIATION, as a Lender, L/C Issuer and Swing Line Lender |
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By: | /s/ Bobby Hamilton | |||
Name: | Bobby Hamilton | |||
Title: | Vice President |
Signature Page to Amendment No. 1 to Credit Agreement
WELLS FARGO BANK, NATIONAL ASSOCIATION |
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By: | /s/ Donald W. Herrick, Jr. | |||
Name: | Donald W. Herrick, Jr. | |||
Title: | Director | |||
Signature Page to Amendment No. 1 to Credit Agreement
AMEGY BANK, N.A. |
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By: | /s/ G. Scott Collins | |||
Name: | G. Scott Collins | |||
Title: | Vice President | |||
Signature Page to Amendment No. 1 to Credit Agreement
COMERICA BANK |
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By: | /s/ Gary Culbertson | |||
Name: | Gary Culbertson | |||
Title: | Vice President | |||
Signature Page to Amendment No. 1 to Credit Agreement