Attached files
file | filename |
---|---|
8-K - FORM 8-K - BASIC ENERGY SERVICES, INC. | h84086e8vk.htm |
EX-10.3 - EX-10.3 - BASIC ENERGY SERVICES, INC. | h84086exv10w3.htm |
EX-10.2 - EX-10.2 - BASIC ENERGY SERVICES, INC. | h84086exv10w2.htm |
Exhibit 10.1
SEVENTH SUPPLEMENTAL INDENTURE
to
INDENTURE
Dated as of April 12, 2006
among
BASIC ENERGY SERVICES, INC.
as Issuer,
The GUARANTORS named therein
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
7.125% Senior Notes due 2016, Series A
7.125% Senior Notes due 2016, Series B
7.125% Senior Notes due 2016, Series B
SEVENTH SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of August 5, 2011,
among Maverick Stimulation Company, LLC, a Colorado limited liability company (Maverick
Stimulation), Maverick Coil Tubing Services, LLC, a Colorado limited liability company
(Maverick Coil Tubing), MCM Holdings, LLC, a Colorado limited liability company
(MCM), Maverick Thru-Tubing Services, LLC, a Colorado limited liability company
(Maverick Thru-Tubing), The Maverick Companies, LLC, a Colorado limited liability company
(Maverick Companies), Maverick Solutions, LLC, a Colorado limited liability company
(Maverick Solutions), MSM Leasing, LLC, a Colorado limited liability company (together
with Maverick Stimulation, Maverick Coil Tubing, MCM, Maverick Thru-Tubing, Maverick Companies and
Maverick Solutions, collectively, the New Guarantors), each an indirect subsidiary of
Basic Energy Services, Inc. (or its successor), a Delaware corporation (the Issuer), the
Guarantors (the Existing Guarantors) under the Indenture referred to below, and The Bank
of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), as
trustee under the Indenture referred to below (the Trustee).
W I T N E S S E T H :
WHEREAS the Issuer has heretofore executed and delivered to the Trustee an Indenture (as such
may be amended from time to time, the Indenture), dated as of April 12, 2006 providing
for the issuance of its 7.125% Senior Notes due 2016 (the Notes);
WHEREAS under certain circumstances the Issuer is required to cause the New Guarantors to
execute and deliver to the Trustee a supplemental indenture pursuant to which each New Guarantor
shall unconditionally guarantee all of the Issuers obligations under the Notes pursuant to a Note
Guarantee on the terms and conditions set forth herein; and
WHEREAS pursuant to Section 8.01 of the Indenture, the Trustee, the Issuer and the Existing
Guarantors are authorized to execute and deliver this Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Issuer, the
Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit
of the Holders as follows:
1. Definitions. (a) Capitalized terms used herein without definition have the
meanings assigned to them in the Indenture.
(b) For all purposes of this Supplemental Indenture, except as otherwise herein expressly
provided or unless the context otherwise requires: (i) the terms and expressions used herein shall
have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the
words herein, hereof and hereby and
other words of similar import used in this Supplemental Indenture refer to this Supplemental
Indenture as a whole and not to any particular section hereof.
2. Agreement to Guarantee. Each New Guarantor hereby agrees, jointly and severally
with all Existing Guarantors, to guarantee the Issuers obligations under the Notes on the terms
and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other
applicable provisions of the Indenture. From and after the date hereof, each New Guarantor will be
a Guarantor for all purposes under the Indenture and the Notes.
3. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as
expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or
hereafter authenticated and delivered shall be bound hereby.
4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
5. Trustee Makes No Representation. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for
or in respect of the recitals contained herein, all of which are made solely by the Issuer.
6. Multiple Counterparts. The parties may sign multiple counterparts of this
Supplemental Indenture. Each signed counterpart shall be deemed an original, but all of them
together represent one and the same agreement.
7. Headings. The headings of this Supplemental Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof, and shall in no way modify
or restrict any of the terms or provisions hereof.
[Signatures on following pages]
2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date and year first above written.
BASIC ENERGY SERVICES, INC. | ||||
By: | /s/ Kenneth V. Huseman | |||
Name: | Kenneth V. Huseman | |||
Title: | President | |||
NEW GUARANTOR: | ||||
MAVERICK STIMULATION COMPANY, LLC | ||||
By: | /s/ Kenneth V. Huseman | |||
Name: | Kenneth V. Huseman | |||
Title: | President | |||
MAVERICK COIL TUBING SERVICES, LLC | ||||
By: | /s/ Kenneth V. Huseman | |||
Name: | Kenneth V. Huseman | |||
Title: | President | |||
MCM HOLDINGS, LLC | ||||
By: | /s/ Kenneth V. Huseman | |||
Name: | Kenneth V. Huseman | |||
Title: | President | |||
MAVERICK THRU-TUBING SERVICES, LLC | ||||
By: | /s/ Kenneth V. Huseman | |||
Name: | Kenneth V. Huseman | |||
Title: | President |
Signature Page to Seventh Supplemental Indenture
THE MAVERICK COMPANIES, LLC | ||||
By: | /s/ Kenneth V. Huseman | |||
Name: | Kenneth V. Huseman | |||
Title: | President | |||
MAVERICK SOLUTIONS, LLC | ||||
By: | /s/ Kenneth V. Huseman | |||
Name: | Kenneth V. Huseman | |||
Title: | President | |||
MSM LEASING, LLC | ||||
By: | /s/ Kenneth V. Huseman | |||
Name: | Kenneth V. Huseman | |||
Title: | President |
Signature Page to Seventh Supplemental Indenture
EXISTING GUARANTORS: | ||||
ACID SERVICES, LLC | ||||
ADMIRAL WELL SERVICE, INC. | ||||
BASIC ENERGY SERVICES GP, LLC | ||||
By: BASIC ENERGY SERVICES, | ||||
INC., its sole Member | ||||
BASIC ENERGY SERVICES, L.P. | ||||
By: BASIC ENERGY SERVICES GP, | ||||
LLC, its General Partner | ||||
By: BASIC ENERGY SERVICES, | ||||
INC., its sole Member | ||||
BASIC ESA, INC. | ||||
BASIC MARINE SERVICES, INC. | ||||
CHAPARRAL SERVICE, INC. | ||||
FIRST ENERGY SERVICES COMPANY | ||||
GLOBE WELL SERVICE, INC. | ||||
HENNESSEY RENTAL TOOLS, INC. | ||||
JETSTAR ENERGY SERVICES, INC. | ||||
JETSTAR HOLDINGS, INC. | ||||
JS ACQUISITION LLC | ||||
LEBUS OIL FIELD SERVICE CO. | ||||
OILWELL FRACTURING SERVICES, INC. | ||||
PERMIAN PLAZA, LLC | ||||
PLATINUM PRESSURE SERVICES, INC. | ||||
SCH DISPOSAL, L.L.C. | ||||
SLEDGE DRILLING CORP. | ||||
WILDHORSE SERVICES, INC. | ||||
XTERRA FISHING & RENTAL TOOLS CO. | ||||
By: | /s/ Kenneth V. Huseman | |||
Name: | Kenneth V. Huseman | |||
Title: | President |
Signature Page to Seventh Supplemental Indenture
TAYLOR INDUSTRIES, LLC | ||||
By: | /s/ Kenneth V. Huseman | |||
Name: | Kenneth V. Huseman | |||
Title: | Chief Executive Officer |
Signature Page to Seventh Supplemental Indenture
BASIC ENERGY SERVICES LP, LLC | ||||
By: | /s/ Jerry Tufly | |||
Name: | Jerry Tufly | |||
Title: | President |
Signature Page to Seventh Supplemental Indenture
THE BANK OF NEW YORK | ||||
MELLON TRUST COMPANY, N.A., as Trustee | ||||
By: | /s/ Julie Hoffman-Ramos | |||
Name: | Julie Hoffman-Ramos | |||
Title: | Vice President |
Signature Page to Seventh Supplemental Indenture