Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - BASIC ENERGY SERVICES, INC. | basprojectsierravf91416.htm |
| EX-10.3 - EXHIBIT 10.3 - BASIC ENERGY SERVICES, INC. | a103bes2019notesforbeara.htm |
| EX-10.1 - EXHIBIT 10.1 - BASIC ENERGY SERVICES, INC. | a101termloanwaivercrossd.htm |
| 8-K - 8-K - BASIC ENERGY SERVICES, INC. | a8-k2016x09x14.htm |
Exhibit 10.2
TEMPORARY LIMITED WAIVER
This TEMPORARY LIMITED WAIVER (this “Agreement”) is entered into as of
September 14, 2016, by and among Basic Energy Services, Inc., as Borrower (the “Borrower”),
the guarantors party hereto (together with Borrower, the “Loan Parties”), the Lenders party
hereto, and Bank of America, N.A. (“BofA”), as Administrative Agent for the Lenders (in such
capacity, “Agent” and collectively with the Lenders, the “Lender Parties”), Swing Line Lender
and L/C Issuer.
RECITALS
A. Borrower, the other Loan Parties, Agent and the Lenders (including the
Lenders party hereto) are parties to that certain Amended and Restated Credit Agreement, dated
as of November 26, 2014 (as has been amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), pursuant to which, among other things, the Lenders
agreed, upon the terms and subject to the conditions set forth in the Credit Agreement, to make
loans and other extensions of credit, including the issuance of letters of credit, to Borrower.
B. Borrower has previously disclosed to the Agent and the Lenders that it has
failed to make the interest payment that was due and payable on August 15, 2016 with respect to
the Borrower’s 2019 Senior Notes, such 2019 Senior Notes having an aggregate principal
amount of more than $15,000,000 (the “Missed Interest Payment”).
C. The Missed Interest Payment will become an “Event of Default” (as defined in
the 2019 Senior Note Documents) on September 14, 2016, which will result in an Event of
Default pursuant to Section 8.01(e) of the Credit Agreement (the “Anticipated Event of Default”).
D. Borrower has requested that Agent and the Lenders temporarily waive during
the Temporary Limited Waiver Period (as defined below) the Anticipated Event of Default.
E. Borrower has, on or prior to the date hereof, entered into a Treasury
Management Services Security and Control Agreement (the “Control Agreement”) by and
among Borrower, BofA as secured party, and BofA, as depository, pursuant to which Borrower
has deposited $2,000,000 (the “Pledged Cash”) into the account specified therein as security
exclusively for the obligations under that certain Bank of America Corporate Purchasing Card
Agreement, between BofA and Basic Energy Services L.P., dated on or around July 21, 2005 and
that certain Commercial Prepaid Card Purchase Agreement between BofA and the Borrower
dated on or around March 14, 2006 (each as amended, supplemented or modified from time to
time, collectively, the “Credit Card Program”).
F. Upon the terms and subject to the conditions set forth in this Agreement, the
Lenders party hereto, which constitute Required Lenders as of the Effective Date have agreed,
except as expressly set forth herein, to temporarily waive the Anticipated Event of Default
during the Temporary Limited Waiver Period.
NOW, THEREFORE, in consideration of the foregoing, the terms, covenants and
conditions contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
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SECTION 1. Definitions. Unless otherwise defined in this Agreement, capitalized terms used
herein shall have the meanings ascribed to them in the Credit Agreement. All references to
herein, hereto and words of similar import mean this Agreement.
SECTION 2. Confirmation by Loan Parties of Obligations and Anticipated Event of
Default.
(a) Each Loan Party acknowledges and agrees that, as of the Effective Date,
the aggregate outstanding principal balance of the Loans under the Credit Agreement is $0.00
and the aggregate outstanding face amount of all Letters of Credit which have been issued under
the Credit Agreement is $51,062,139, exclusive of interest, fees, expenses and other amounts that
are chargeable or otherwise reimbursable under the Credit Agreement and the other Loan
Documents, all of which the Loan Parties hereby acknowledge and agree are outstanding and
payable in accordance with the Loan Documents.
(b) Each Loan Party further acknowledges and agrees that (x) in addition to
any other rights and remedies that the Lender Parties may have under the Loan Documents, at
law, in equity or otherwise, in the absence of the Temporary Limited Waiver (as defined below),
the Anticipated Event of Default would permit the Lender Parties to require that the Borrower
Cash Collateralize the L/C Obligations in accordance with Section 8.02 of the Credit Agreement,
(y) solely with respect to the Anticipated Event of Default, this Agreement constitutes a notice of
the occurrence of a Default as required by Section 6.03(a) of the Credit Agreement, and (z) the
commitment of any Lender to make Loans and the obligation of any L/C Issuer to make L/C
Credit Extensions have in each case been terminated.
SECTION 3. Temporary Limited Waiver; Temporary Limited Waiver Default Rights and
Remedies.
(a) In reliance upon the representations, warranties and covenants of the Loan
Parties contained in this Agreement, and upon the terms and subject to the conditions of this
Agreement, effective as of the Effective Date, each of the Lender Parties hereby waives the
Anticipated Event of Default until the Temporary Limited Waiver Period ends in accordance
with the terms hereof; provided that nothing herein shall (i) constitute a waiver of the Required
Lenders’ right to request, pursuant to Section 2.03(h) of the Credit Agreement, that Letter of
Credit Fees be calculated based on the Default Rate or (ii) be deemed to permit Borrower or any
Subsidiary to take any action under any Loan Document that is conditioned upon there being no
Default or Event of Default existing at the time of such action (such waiver, subject to the
limitations set forth in the foregoing clauses (i) and (ii), the “Temporary Limited Waiver”). In
addition, each of the Lender Parties acknowledges and agrees that during the Temporary Limited
Waiver Period no right exists to (and none of the Agent, any Lender or any other Person shall)
exercise any right or remedy pursuant to Section 8.02 of the Credit Agreement or pursuant to any
other provision of any Loan Document (other than as set forth in the immediately preceding
sentence), in each case, arising on account of the Anticipated Event of Default.
(b) In accordance with Section 2.03(h) of the Credit Agreement, the Required
Lenders hereby request, effective from and including the Effective Date, the Borrower to pay
Letter of Credit Fees with respect to the outstanding Letters of Credit under the Credit
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Agreement at the Default Rate. Notwithstanding the Temporary Limited Waiver and in
consideration of the granting thereof, the Borrower hereby agrees to pay Letter of Credit Fees
with respect to the outstanding Letters of Credit under the Credit Agreement at the Default Rate
in accordance with Section 2.03(h) so long as, without giving effect to the Temporary Limited
Waiver, any Anticipated Event of Default or any other Event of Default exists.
(c) Borrower and each other Loan Party acknowledges and agrees that, so
long as, without giving effect to the Temporary Limited Waiver, the Anticipated Event of
Default or any other Event of Default exists, (i) it is not permitted to and it will not take any
action under any Loan Document that is conditioned upon there being no Default or Event of
Default existing at the time of such action and (ii) neither the Agent nor any Lender is required to
facilitate or otherwise permit any action under any Loan Document that is conditioned upon
there being no Default or Event of Default existing at the time of such action.
(d) Borrower acknowledges and agrees that the Temporary Limited Waiver is
a one-time waiver and is limited to the extent specifically set forth above. Except for the
Anticipated Event of Default during the Temporary Limited Waiver Period as described in this
Section 3, each Loan Party acknowledges and agrees that the Temporary Limited Waiver shall
not waive (or be deemed to be or constitute a waiver of) any covenant, term or provision in the
Credit Agreement or any other Loan Document (or any breach thereof or any Default or Event of
Default) or hinder, restrict or otherwise modify any of the rights and remedies of any of the
Lender Parties in respect of any present or future Default or Event of Default (whether or not
related to the Anticipated Event of Default) under the Credit Agreement or any other Loan
Document, at law, in equity or otherwise.
(e) Immediately upon the Temporary Limited Waiver Period ending in
accordance with the terms hereof, the agreements set forth in Section 3(a) shall be void ab initio.
(f) As used herein, the term “Temporary Limited Waiver Period” shall mean
the period beginning on the Effective Date and ending on the earliest to occur of (the occurrence
of an event described in clause (i), (ii) or (iii) below , a “Termination Event”): (i) the occurrence
or existence of any Event of Default (other than the Anticipated Event of Default), (ii) notice
from the Agent or the Required Lenders of the occurrence or existence of any Temporary
Limited Waiver Default (as defined below) or (iii) the later of (A) September 28, 2016 or (B)
such later date as the Required Lenders and the Borrower may agree in their respective sole
discretion.
(g) As used herein, the term “Temporary Limited Waiver Default” shall mean
the occurrence or existence of any of the following:
(i) any representation or warranty contained in this Agreement
shall be incorrect in any material respect as of the Effective Date, provided that if any
such representation or warranty is qualified by or subject to a materiality
qualification, such representation or warranty shall be incorrect in any respect;
(ii) any Loan Party breaches any provision of this Agreement in
any material respect;
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(iii) the initiation of any action by, or any other legal challenge of,
any Loan Party or any Affiliate thereof to invalidate or limit the enforceability of any
provision of this Agreement or any other Loan Document; and
(iv) (A) the delivery of an “acceleration notice” under (and as
defined in) the 2019 Senior Notes Documents by the trustee under the 2019 Senior
Notes Documents or the holders of at least 25% of the aggregate principal amount of
the 2019 Senior Notes then outstanding or (B) the acceleration of the 2019 Senior
Notes or any other exercise of remedies with respect thereto.
(h) Upon the occurrence of a Termination Event, the Temporary Limited
Waiver Period shall immediately end without the requirement of any demand, presentment,
protest, notice or other action of any kind, all of which Borrower and the other Loan Parties each
waives, and the Lender Parties shall be entitled to exercise all rights and remedies available
under the Loan Documents and/or applicable law in respect of any Anticipated Event of Default
that has occurred and is continuing.
(i) Any agreement by the Lender Parties to extend the Temporary Limited
Waiver Period, if any, must be set forth in writing and signed by a duly authorized signatory of
each of the Agent and the Required Lenders.
(j) Borrower and the other Loan Parties each acknowledge that the Lender
Parties have not made any assurances concerning (i) any possibility of an extension of the
Temporary Limited Waiver Period, (ii) the manner in which or whether any Anticipated Event of
Default may be resolved or (iii) any additional forbearance, waiver, restructuring or other
accommodations.
(k) The parties hereto agree that the running of all statutes of limitation and
the doctrine of laches applicable to all claims or causes of action that any Lender Party may be
entitled to take or bring in order to enforce its rights and remedies against Borrower or any other
Loan Party are, to the fullest extent permitted by law, tolled and suspended during the
Temporary Limited Waiver Period.
SECTION 4. Credit Card Program. In connection with Borrower’s execution and delivery of
the Control Agreement and the depositing of the Pledged Cash (i) the Agent hereby agrees that,
so long as the Pledged Cash shall be maintained as security for the Credit Card Program in the
amount of not less than $2,000,000 (or such lesser amount as may be agreed by BofA), no Bank
Product Reserve or any other Availability Reserve shall be imposed under the Credit Agreement
in respect of the Credit Card Program and (ii) BofA hereby agrees that so long as the Pledged
Cash is maintained as security for the Credit Card Program in the amount of not less than
$2,000,000 (or such lesser amount as may be agreed by BofA) it shall not terminate the Credit
Card Program as a result of the institution by or against any Loan Party of a proceeding under
any Debtor Relief Law; provided that, unless a cash management order or other applicable order
has been entered in form and substance reasonably acceptable to BofA, BofA reserves its right
temporarily to suspend the Credit Card Program at any time after the date that is one week after
the Borrower’s filing of an Insolvency Proceeding and continuing until such an order has been
entered; and (iii) each of the Lenders party hereto consents to the Borrower’s execution and
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delivery of the Control Agreement and the depositing of the Pledged Cash with BofA to secure
the Credit Card Program and agrees that such actions shall not constitute a Default or Event of
Default under the Credit Agreement or any other Loan Document.
SECTION 5. Representations of the Loan Parties. To induce Agent and the other Lender
Parties to execute and deliver this Agreement, each Loan Party represents, on a several and not
joint basis, to the Lender Parties as of the Effective Date that:
(a) the execution, delivery and performance by such Loan Party of this
Agreement has been duly authorized by all necessary corporate or other organizational action,
and this Agreement is the legal, valid and binding obligation of such Loan Party enforceable
against such Loan Party in accordance with its terms;
(b) neither the execution, delivery and performance of this Agreement nor the
consummation of the transactions contemplated hereby by such Loan Party will contravene the
terms of such Loan Party’s Organization Documents; conflict with or result in any breach or
contravention of, or require any payment to be made under, any Contractual Obligation to which
such Loan Party is a party or affecting such Loan Party or the properties of such Loan Party or
any of its Subsidiaries except for conflicts, breaches or contraventions that could not reasonably
be expected to result in a Material Adverse Effect; violate any Law or any order, injunction, writ
or decree of any Governmental Authority or any arbitral award to which such Loan Party or its
property is subject; or result in the creation or imposition of any Lien on any property of such
Loan Party;
(c) Other than the Missed Interest Payment and the Anticipated Event of
Default, no Default, Event of Default or Temporary Limited Waiver Default has occurred or is
continuing;
(d) after giving effect to this Agreement, the representations and warranties
contained in the Credit Agreement (other than the representation and warranty contained in
Section 5.07 of the Credit Agreement, solely as it relates to the Missed Interest Payment or the
Anticipated Event of Default) and the other Loan Documents are true and correct in all material
respects on and as of the Effective Date with the same effect as though made on as and as of such
Date, except to the extent that any such representation or warranty expressly relates solely to an
earlier date, in which case such representation or warranty is true and correct in all material
respects as of such earlier date, provided that if any such representation or warranty referenced in
this clause (d) is qualified by or subject to a “material adverse effect” or similar term or
qualification, such representation or warranty shall be true and correct in all respects;
(e) the execution, delivery and performance of this Agreement are within the
limited liability company, limited partnership, or corporate power and authority of such Loan
Party and have been duly authorized by appropriate limited liability company, limited
partnership or corporate action and proceedings;
(f) there are no governmental or other third party authorizations, approvals,
actions, notices or filings required in connection with the execution, delivery, performance,
validity or enforceability of this Agreement, except for the authorizations, approvals, actions,
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notices and filings which have been duly obtained, taken, given or made and are in full force and
effect, are required by the Loan Documents, or in the case of any authorization, approval, action,
notice or filing from or with a Person other than a Governmental Authority, the failure to have
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect; and
(g) the Liens under the Loan Documents are valid, subsisting and perfected
and secure the Obligations with the priority required by the Loan Documents.
SECTION 6. Ratification of Liability. Borrower and the other Loan Parties, as debtors,
grantors, pledgors, guarantors, assignors, or in other similar capacities in which such parties
grant liens or security interests in their properties or otherwise act as accommodation parties or
guarantors, as the case may be, under the Loan Documents, hereby ratify and reaffirm all of their
payment and performance obligations and obligations to indemnify, contingent or otherwise,
under each of such Loan Documents to which it is a party, and ratify and reaffirm their grants of
liens on or security interests in their properties (including the Collateral) pursuant to such Loan
Documents to which they are a party, respectively, as security for the Obligations under or with
respect to the Credit Agreement, and confirm and agree that such liens and security interests
hereafter secure all of the Obligations, including, without limitation, all additional Obligations
hereafter arising or incurred pursuant to or in connection with this Agreement, the Credit
Agreement or any other Loan Document. Borrower and the other Loan Parties further agree and
reaffirm that the Loan Documents to which they are parties now apply to all Obligations as
defined in the Credit Agreement (including, without limitation, all additional Obligations
hereafter arising or incurred pursuant to or in connection with this Agreement, the Credit
Agreement or any other Loan Document). Each such party (i) further acknowledges receipt of a
copy of this Agreement, (ii) consents to the terms and conditions of same, and (iii) agrees and
acknowledges that each of the Loan Documents remains in full force and effect and is hereby
ratified and confirmed.
SECTION 7. Reference To And Effect Upon The Credit Agreement.
(a) Borrower and the other Loan Parties hereby confirm that this Agreement
and the other Loan Documents are in full force and effect as of the Effective Date, and that
neither Borrower nor any other Loan Party has any right of setoff, recoupment or other offset or
any defense, claim or counterclaim with respect to any of the Obligations, the Credit Agreement
or any other Loan Document.
(b) Except as expressly set forth herein or in the Credit Agreement, the
execution, delivery and effectiveness of this Agreement shall not directly or indirectly (i) create
any obligation to continue to defer any enforcement action after the occurrence of any Default or
Event of Default (including, without limitation, any Temporary Limited Waiver Default),
(ii) constitute a consent or waiver of any past, present or future violations of any provisions of
the Credit Agreement or any other Loan Documents nor constitute a novation of any of the Loan
Documents or of the Obligations under the Credit Agreement or other Loan Documents, (iii)
impair, limit, prejudice, amend, modify or operate as a waiver of (A) any terms, conditions,
obligations, covenants or agreements of the Credit Agreement or any other Loan Documents or
any other document or agreement related thereto, all of which are ratified and affirmed in all
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respects and shall continue in full force and effect, or (B) any right, power or remedy of any
Lender Party, whether such right, power or remedy exists now or in the future, (iv) constitute a
consent to any merger or other transaction or to any sale, restructuring or refinancing transaction
or (v) constitute a course of dealing or other basis for altering any Obligations or any other
contract or instrument. Except as expressly set forth herein, each Lender Party reserves all of its
rights, powers, and remedies under the Credit Agreement, the other Loan Documents and
applicable law.
(c) From and after the Effective Date, the term “Loan Documents” in the
Credit Agreement and the other Loan Documents shall include, without limitation, this
Agreement.
(d) This Agreement shall not be deemed or construed to be a satisfaction,
reinstatement, novation, amendment or release of the Credit Agreement or any other Loan
Document, all of which remain in full force and effect.
SECTION 8. Costs And Expenses, Etc. Section 10.04 of the Credit Agreement is incorporated
herein, mutatis mutandis, as if a part hereof.
SECTION 9. Governing Law; Consent to Jurisdiction and Venue. This Agreement and the
transactions contemplated hereby, and all disputes between the parties under or relating to this
Agreement or the facts and circumstances leading to its execution, whether in contract, tort or
otherwise, shall be construed in accordance with and governed by the laws (including statutes of
limitation) 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 10.14 of the Credit
Agreement is incorporated herein, mutatis mutandis, as if a part hereof.
SECTION 10. Construction. Section 1.02 of the Credit Agreement is incorporated herein,
mutatis mutandis, as if a part hereof.
SECTION 11. Counterparts. This Agreement may be executed in counterparts (and by
different parties hereto in different counterparts), each of which shall constitute an original, but
all of which when taken together shall constitute a single contract.
SECTION 12. Severability. Section 10.12 of the Credit Agreement is incorporated herein,
mutatis mutandis, as if a part hereof.
SECTION 13. Further Assurances. Borrower and each other Loan Party agrees to take all
further actions and execute all further documents as Agent or the Required Lenders may from
time to time reasonably request to carry out the transactions contemplated by this Agreement and
all other agreements executed and delivered in connection herewith.
SECTION 14. Section Headings. Section headings in this Agreement are included herein for
convenience of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this Agreement.
SECTION 15. Notices. All notices, requests, and demands to or upon the respective parties
hereto shall be given in accordance with the Credit Agreement.
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SECTION 16. Effectiveness. This Agreement shall become effective at the time (the “Effective
Date”) that the following conditions precedent have been satisfied:
(a) the Agent shall have received duly executed signature pages for this
Agreement signed by the Agent, the Required Lenders, Borrower and other Loan Parties;
(b) the Agent shall have received evidence reasonably satisfactory to it that
the Term Loan Agent and the “Required Lenders” (as defined in the Term Loan Agreement)
have agreed to a temporary limited waiver of the Anticipated Event of Default and any other
anticipated Events of Default under the Term Loan Agreement as to which Borrower has given
notice during the period corresponding to the Temporary Limited Waiver Period.
(c) the Agent shall have received evidence reasonably satisfactory to it that
the holders of at least 51% of the 2019 Senior Notes have agreed to forbear from accelerating the
maturity of the 2019 Notes as a result of the Anticipated Event of Default during the period
corresponding to the Temporary Limited Waiver Period.
(d) the representations and warranties in this Agreement and the other Loan
Documents shall be true and correct in all material respects on and as of the Effective Date (other
than the representation and warranty contained in Section 5.07 of the Credit Agreement, solely as
it relates to the Missed Interest Payment and the Anticipated Event of Default), provided that if
any such representation or warranty is qualified by or subject to a materiality qualification, such
representation or warranty shall be true and correct in all respects; and
(e) other than the Missed Interest Payment and the Anticipated Event of
Default , no Default, Event of Default or Temporary Limited Waiver Default shall have occurred
and be continuing as of the Effective Date.
SECTION 17. Waiver of Jury Trials. Section 10.15 of the Credit Agreement is incorporated
herein, mutatis mutandis, as if a part hereof.
SECTION 18. Assignments; No Third Party Beneficiaries. This Agreement shall be binding
upon and inure to the benefit of Borrower, the other Loan Parties, the Lender Parties and their
respective successors and assigns; provided, that none of the parties hereto or any other Lender
shall be permitted to delegate any of their respective duties or assign any of their respective
rights and remedies hereunder except in accordance with Section 10.06 of the Credit Agreement
without the prior written consent of the Required Lenders and the Agent in their sole discretion.
No Person other than the parties hereto shall have any rights hereunder or be entitled to rely on
this Agreement and all third-party beneficiary rights are hereby expressly disclaimed.
SECTION 19. Final Agreement, Etc. Section 10.21 of the Credit Agreement is incorporated
herein, mutatis mutandis, as if a part hereof.
SECTION 20. Amendments. This Agreement may not be amended, and no provision hereof
may be waived, except by an instrument signed by the Required Lenders and the Loan Parties.
SECTION 21. RELEASE. EACH OF THE LOAN PARTIES (IN ITS OWN RIGHT AND
ON BEHALF OF ITS SUCCESSORS AND ASSIGNS) HEREBY EXPRESSLY AND
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UNCONDITIONALLY ACKNOWLEDGES AND AGREES THAT IT HAS NO
SETOFFS, COUNTERCLAIMS, ADJUSTMENTS, RECOUPMENTS, DEFENSES,
CLAIMS, CAUSES OF ACTION, ACTIONS OR DAMAGES OF ANY CHARACTER
OR NATURE, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED,
UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED,
LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN,
ACTUAL OR PUNITIVE, FORESEEN OR UNFORESEEN, DIRECT, OR INDIRECT,
IN EACH CASE WHICH ARISE OUT OF OR ARE RELATED TO THE
OBLIGATIONS OR ANY OF THE LOAN DOCUMENTS (EACH, A “RELEASED
CLAIM”), AGAINST ANY OF THE LENDER PARTIES, ANY OF THEIR AFFILIATES
OR ANY OF THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, ATTORNEYS
OR REPRESENTATIVES OR ANY OF THEIR RESPECTIVE SUCCESSORS OR
ASSIGNS (COLLECTIVELY, THE “LENDER-RELATED PARTIES”); PROVIDED
THAT, IN EACH CASE, SUCH RELEASED CLAIM IS BASED ON FACTS, EVENTS,
OR CONDITIONS, WHETHER KNOWN OR UNKNOWN, EXISTING ON OR PRIOR
TO THE EFFECTIVE DATE. IN PARTIAL CONSIDERATION FOR THE
AGREEMENT OF AGENT AND REQUIRED LENDERS TO ENTER INTO THIS
AGREEMENT, EACH OF THE LOAN PARTIES HEREBY KNOWINGLY AND
UNCONDITIONALLY WAIVES AND FULLY AND FINALLY RELEASES AND
FOREVER DISCHARGES ALL LENDER-RELATED PARTIES FROM, AND
COVENANTS NOT TO SUE THE LENDER-RELATED PARTIES FOR, ANY AND ALL
RELEASED CLAIMS, WHICH ANY LOAN PARTY OWNS AND HOLDS AS OF THE
EFFECTIVE DATE, OR HAS AT ANY TIME PRIOR TO THE EFFECTIVE DATE
OWNED OR HELD, SUCH WAIVER, RELEASE AND DISCHARGE BEING MADE
WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE CIRCUMSTANCES
AND EFFECTS OF SUCH WAIVER, RELEASE AND DISCHARGE AND AFTER
HAVING CONSULTED LEGAL COUNSEL OF ITS OWN CHOOSING WITH
RESPECT THERETO. THIS SECTION IS IN ADDITION TO ANY OTHER RELEASE
OF ANY OF THE LENDER-RELATED PARTIES BY ANY OF THE LOAN PARTIES
AND SHALL NOT IN ANY WAY LIMIT ANY OTHER RELEASE, COVENANT NOT
TO SUE, OR WAIVER BY ANY OF THE LOAN PARTIES IN FAVOR OF ANY OF
THE LENDER-RELATED PARTIES.
[Signature pages to follow]
SIGNATURE PAGE TO
TEMPORARY LIMITED WAIVER
IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto as of the date first written above.
BASIC ENERGY SERVICES, INC.
By:
Name: Alan Krenek
Title: Senior Vice President, Chief Financial
Officer, Treasurer and Secretary
SIGNATURE PAGE TO
TEMPORARY LIMITED WAIVER
GUARANTORS:
ACID SERVICES, LLC
ADMIRAL WELL SERVICE, INC.
BASIC ENERGY SERVICES GP, LLC
BASIC ESA, INC.
BASIC MARINE SERVICES, INC.
CHAPARRAL SERVICE, INC.
FIRST ENERGY SERVICES COMPANY
GLOBE WELL SERVICE, INC.
JETSTAR ENERGY SERVICES, INC.
JETSTAR HOLDINGS, INC.
JS ACQUISITION LLC
LEBUS OIL FIELD SERVICE CO.
MAVERICK COIL TUBING SERVICES, LLC
MAVERICK SOLUTIONS, LLC
MAVERICK STIMULATION COMPANY,
LLC
MAVERICK THRU-TUBING SERVICES, LLC
MCM HOLDINGS, LLC
MSM LEASING, LLC
PERMIAN PLAZA, LLC
PLATINUM PRESSURE SERVICES, INC.
SCH DISPOSAL, L.L.C.
SLEDGE DRILLING CORP.
TAYLOR INDUSTRIES, LLC
THE MAVERICK COMPANIES, LLC
XTERRA FISHING & RENTAL TOOLS CO.
By:
Name: Alan Krenek
Title: Senior Vice President, Chief Financial
Officer, Treasurer and Secretary
SIGNATURE PAGE TO
TEMPORARY LIMITED WAIVER
BASIC ENERGY SERVICES, L.P.
By: Basic Energy Services GP, LLC, its sole
general partner
By: Basic Energy Services, Inc., its sole member
By:
Name: Alan Krenek
Title: Senior Vice President, Chief Financial
Officer, Treasurer and Secretary
SIGNATURE PAGE TO
TEMPORARY LIMITED WAIVER
BASIC ENERGY SERVICES LP, LLC
By:
Name: Jerry Tufly
Title: Sole Manager and President