Attached files
file | filename |
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8-K - FORM 8-K - BASIC ENERGY SERVICES, INC. | h84086e8vk.htm |
EX-10.1 - EX-10.1 - BASIC ENERGY SERVICES, INC. | h84086exv10w1.htm |
EX-10.2 - EX-10.2 - BASIC ENERGY SERVICES, INC. | h84086exv10w2.htm |
Exhibit 10.3
SUPPLEMENT NO. 1 TO SECURITY AGREEMENT
This SUPPLEMENT NO. 1 dated as of August 5, 2011 (this Supplement), is delivered in
connection with (a) the Security Agreement dated as of February 15, 2011 (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 February 15, 2011 (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.
A Reference is made to the Credit Agreement dated as of February 15, 2011 (as amended,
restated or otherwise modified from time to time, the Credit Agreement), among the
Borrower, the lenders from time to time party thereto (the Lenders), the Administrative
Agent and others. Pursuant to the Guaranty, the Guarantors have agreed to guarantee, among other
things, the full payment and performance of all of the Borrowers obligations under the Credit
Agreement.
B. The Debtors have entered into the Security Agreement and the Guarantors have entered into
the Guaranty as a condition precedent to the effectiveness of the Credit Agreement. Section
7.12 of the Security Agreement and Section 19 of the Guaranty provide that additional
Subsidiaries of the Borrower may become Debtors under the Security Agreement and Guarantors under
the Guaranty by execution and delivery of an instrument in the form of this Supplement. The
undersigned Subsidiaries (each such undersigned Subsidiary individually being a New
Debtor, and collectively, the New Debtors) are executing this Supplement in
accordance with the requirements of the Credit Agreement to become Debtors under the Security
Agreement and Guarantors under the Guaranty.
C. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Security Agreement, the Guaranty, and the Credit Agreement.
Accordingly, the Administrative Agent and the New Debtors agree as follows:
SECTION 1. In accordance with Section 7.12 of the Security Agreement, each New Debtor
by its signature below becomes a Debtor under the Security Agreement with the same force and effect
as if originally named therein as a Debtor, and each New Debtor hereby (a) agrees to all the terms
and provisions of the Security Agreement applicable to it as a Debtor thereunder and (b) represents
and warrants that the representations and warranties made by it as a Debtor thereunder are true and
correct in all material respects on and as of the date hereof. The Schedules to the Security
Agreement are hereby supplemented by the Schedules attached hereto with respect to the New Debtors.
In furtherance of the foregoing, each New Debtor, as security for the payment and performance in
full of the Secured Obligations (as defined in the Security Agreement), does hereby create and
grant to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a
security interest in and lien on all of such New Debtors
right, title and interest in and to the Collateral of such New Debtor. Each reference to a
Debtor in the Security Agreement shall be deemed to include the New Debtors.
SECTION 2. In accordance with Section 19 of the Guaranty, each New Debtor by its
signature below becomes a Guarantor under the Guaranty with the same force and effect as if
originally named therein as a Guarantor, and each New Debtor hereby (a) agrees to all the terms and
provisions of the Guaranty applicable to it as a Guarantor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Guarantor thereunder are true and
correct on and as of the date hereof. Each reference to a Guarantor in the Guaranty shall be
deemed to include the New Debtors.
SECTION 3. Each New Debtor represents and warrants to the Administrative Agent that this
Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid
and binding obligation, enforceable against it in accordance with its terms.
SECTION 4. This Supplement may be executed by one or more of the parties to this Supplement on
any number of separate counterparts (including by telecopy), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.
SECTION 5. Except as expressly supplemented hereby, the Security Agreement and the Guaranty
shall remain in full force and effect.
SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED IN ACCORDANCE
WITH, THE LAW 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 7. All communications and notices to a New Debtor under the Security Agreement or the
Guaranty shall be in writing and given as provided in Section 7.2 of the Security Agreement
to the address for such New Debtor set forth under its signature below.
SECTION 8. Each New Debtor agrees to reimburse the Administrative Agent for its reasonable
out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other
charges and disbursements of counsel for the Administrative Agent.
[Signature pages follow.]
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IN WITNESS WHEREOF, the New Debtors and the Administrative Agent have duly executed this
Supplement to the Security Agreement as of the day and year first above written.
Maverick Stimulation Company, LLC | ||||
Maverick Coil Tubing Services, LLC | ||||
MCM Holdings, LLC | ||||
Maverick Thru-Tubing, LLC | ||||
The Maverick Companies, LLC | ||||
Maverick Solutions, LLC | ||||
MSM Leasing, LLC | ||||
By: | /s/ Alan Krenek | |||
Name: | Alan Krenek | |||
Title: | Senior Vice President, CFO and Treasurer | |||
Address: | 500 W. Illinios Ste 100 | |||
Midland, TX 79701 |
BANK OF AMERICA, N.A., as Administrative Agent | ||||
By: | /s/ Michelle Diggs | |||
Michelle Diggs | ||||
Agency Management Officer | ||||
901 Main Street | ||||
Mail Code: TX1-492-14-11 | ||||
Dallas, TX 75202 |
Signature Page to Supplement No. 1 to Security Agreement
SCHEDULE 3.3
ORGANIZATION & LOCATION INFORMATION
Jurisdiction & | Chief Executive Office, | |||||||
Type of | Organizational | Sole Place of Business, or | ||||||
Debtor | Organization | ID# | Principal Residence | |||||
Maverick Coil Tubing
Services, LLC
|
Colorado limited liability company | 20001207071 | 88 Inverness Circle East, Suite G101 Englewood, Colorado 80112 |
|||||
Maverick Solutions, LLC
|
Colorado limited liability company | 20031245775 | 88 Inverness Circle East, Suite G101 Englewood, Colorado 80112 |
|||||
Maverick Stimulation
Company, LLC
|
Colorado limited liability company | 19961105940 | 88 Inverness Circle East, Suite G101 Englewood, Colorado 80112 |
|||||
Maverick Thru-Tubing
Services, LLC
|
Colorado limited liability company | 20091658924 | 88 Inverness Circle East, Suite G101 Englewood, Colorado 80112 |
|||||
MCM Holdings, LLC
|
Colorado limited liability company | 20011090566 | 88 Inverness Circle East, Suite G101 Englewood, Colorado 80112 |
|||||
MSM Leasing, LLC
|
Colorado limited liability company | 20091399908 | 88 Inverness Circle East, Suite G101 Englewood, Colorado 80112 |
|||||
The Maverick
Companies, LLC
|
Colorado limited liability company | 20061298717 | 88 Inverness Circle East, Suite G101 Englewood, Colorado 80112 |
Schedule 3.3 to Supplement No. 1 to Security Agreement
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SCHEDULE 3.4
CERTAIN COLLATERAL
PATENTS:
Pending
1. | Patent Pending: Apparatus and Methods for Producing Chlorine Dioxide First Named Inventor: Kristian E. Grimland Company: Maverick Stimulation Company, LLC Serial Number: 12/719,372 Filed: March 8, 2010 Docket #: 5626/11(a) |
||
2. | Patent Pending: Anolyte Solution for Preventing Biofouling in Oil/Gas Field Equipment Company: Maverick Solutions, LLC Serial Number: 60/887,467 Filed: January 31, 2007 Docket #:5626/5 |
||
Patent | |||
3. | Patent: Multiple Tub Mobile Blender Inventors: Kristian E. Grimland and Timothy L. Anderson Company: Maverick Stimulation Company, LLC Patent No.: US 6,193,402 B1 Date of Patent: February 27, 2001 Assignment: Assigned to Maverick Stimulation Company, LLC On October 2, 1998 |
||
4. | Patent: Multiple Tub Mobile Blender and Method of Blending Inventors: Kristian E. Grimland and Timothy L. Anderson Company: Maverick Stimulation Company, LLC Patent No.: US 6,286,986 B2 Date of Patent: September 11, 2001 |
||
TRADEMARKS: | |||
1. | Trademark: Maverick Stimulation Company, LLC and design Registered Date: July 27, 1999 Reg No. 2,264,193 |
||
2. | Trademark: MAVTRACK and design Registered Date: April 1, 2003 Reg. No. 2,702,941 |
Schedule 3.4 to Supplement No. 1 to Security Agreement
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3. | Trademark: THE MAVERICK COMPANIES (and Design) | ||||||
Registered Date: May 20, 2008 | |||||||
Reg. No. 3,429,297 | |||||||
4. | Trademark: MAVERICK COIL TUBING SERVICES, LLC | ||||||
(and design) | |||||||
Registered Date: July 15, 2008 | |||||||
Reg. No. 3,465,148 | |||||||
5. | Trademark: MAV | ||||||
Registered Date: July 20, 1999 | |||||||
Reg No. 2,262,206 | |||||||
6. | Trademark: MAVERICK SOLUTIONS, LLC (in Class 7) | ||||||
Registered Date: February 26, 2008 | |||||||
Reg. No. 3,387,858 | |||||||
7. | Trademark: MAVERICK SOLUTIONS, LLC (in Class 40) | ||||||
Registered Date: February 26, 2008 | |||||||
Reg. No. 3,387,857 |
Schedule 3.4 to Supplement No. 1 to Security Agreement
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SCHEDULE 3.5(A)
PLEDGED EQUITY
Number & | ||||||||||||||||
Certificate | Type of | Percentage | ||||||||||||||
Pledgor | Pledged Entity | # | Shares | of Shares | ||||||||||||
Basic Energy Services, L.P. |
Maverick Coil Tubing Services, LLC | * | membership interests | 100% | ||||||||||||
Basic Energy Services, L.P. |
Maverick Solutions, LLC | * | membership interests | 100% | ||||||||||||
Basic Energy Services, L.P. |
Maverick Stimulation Company, LLC | * | membership interests | 100% | ||||||||||||
Basic Energy Services, L.P. |
Maverick Thru-Tubing Services, LLC | * | membership interests | 100% | ||||||||||||
Basic Energy Services, L.P. |
MCM Holdings, LLC | * | membership interests | 100% | ||||||||||||
Basic Energy Services, L.P. |
MSM Leasing, LLC | * | membership interests | 100% | ||||||||||||
Basic Energy Services, L.P. |
The Maverick Companies, LLC | * | membership interests | 100% |
* | The membership interest in each of the entities are not currently represented by certificates issued to the membership interest owner. |
Schedule 3.5(a) to Supplement No. 1 to Security Agreement
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SCHEDULE 3.5(C)
PLEDGED INSTRUMENTS
None.
Schedule 3.5(c) to Supplement No. 1 to Security Agreement
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SCHEDULE 3.7
INTELLECTUAL PROPERTY
Copyrights: None.
Patents:
Pending |
||||
1. | Patent Pending: Apparatus and Methods for Producing Chlorine Dioxide | |||
First Named Inventor: Kristian E. Grimland | ||||
Company: Maverick Stimulation Company, LLC | ||||
Serial Number: 12/719,372 | ||||
Filed: March 8, 2010 | ||||
Docket #: 5626/11(a) | ||||
2. | Patent Pending: Anolyte Solution for Preventing Biofouling in Oil/Gas Field Equipment | |||
Company: Maverick Solutions, LLC | ||||
Serial Number: 60/887,467 | ||||
Filed: January 31, 2007 | ||||
Docket #:5626/5 | ||||
Patent |
||||
3. | Patent: Multiple Tub Mobile Blender | |||
Inventors: Kristian E. Grimland and Timothy L. Anderson | ||||
Company: Maverick Stimulation Company, LLC | ||||
Patent No.: US 6,193,402 B1 | ||||
Date of Patent: February 27, 2001 | ||||
Assignment: Assigned to Maverick Stimulation Company, LLC | ||||
On October 2, 1998 | ||||
4. | Patent: Multiple Tub Mobile Blender and Method of Blending | |||
Inventors: Kristian E. Grimland and Timothy L. Anderson | ||||
Company: Maverick Stimulation Company, LLC | ||||
Patent No.: US 6,286,986 B2 | ||||
Date of Patent: September 11, 2001 |
Schedule 3.7 to Supplement No. 1 to Security Agreement
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Trademarks:
1. | Trademark: Maverick Stimulation Company, LLC and design | ||
Registered Date: July 27, 1999 | |||
Reg No. 2,264,193 | |||
Company: Maverick Stimulation Company, LLC | |||
2. | Trademark: MAVTRACK and design | ||
Registered Date: April 1, 2003 | |||
Reg. No. 2,702,941 | |||
Company: Maverick Stimulation Company, LLC | |||
3. | Trademark: THE MAVERICK COMPANIES (and Design) | ||
Registered Date: May 20, 2008 | |||
Reg. No. 3,429,297 | |||
Company: Maverick Stimulation Company, LLC | |||
4. | Trademark: MAVERICK COIL TUBING SERVICES, LLC | ||
(and design) | |||
Registered Date: July 15, 2008 | |||
Reg. No. 3,465,148 | |||
Company: Maverick Stimulation Company, LLC | |||
5. | Trademark: MAV | ||
Registered Date: July 20, 1999 | |||
Reg No. 2,262,206 | |||
Company: Maverick Stimulation Company, LLC | |||
6. | Trademark: MAVERICK SOLUTIONS, LLC (in Class 7) | ||
Registered Date: February 26, 2008 | |||
Reg. No. 3,387,858 | |||
Company: Maverick Solutions, LLC | |||
7. | Trademark: MAVERICK SOLUTIONS, LLC (in Class 40) | ||
Registered Date: February 26, 2008 | |||
Reg. No. 3,387,857 | |||
Company: Maverick Solutions, LLC |
Schedule 3.7 to Supplement No. 1 to Security Agreement
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SCHEDULE 3.8
LOCATION OF RIGS
None.
Schedule 3.8 to Supplement No. 1 to Security Agreement
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SCHEDULE 3.9
BANK ACCOUNTS
None.
Schedule 3.9 to Supplement No. 1 to Security Agreement
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