0001047469-05-021528 Sample Contracts

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 3, 2003, Amended and Restated as of December 21, 2004, among BASIC ENERGY SERVICES, L.P., a Delaware limited partnership, FIRST ENERGY SERVICES COMPANY, a Delaware corporation, H.B. &...
Credit Agreement • August 12th, 2005 • Basic Energy Services Inc • Oil & gas field services, nec • New York

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of October 3, 2003, amended and restated as of November 17, 2003 and as further amended and restated as of December 21, 2004, among BASIC ENERGY SERVICES, L.P., a Delaware limited partnership ("Basic"), FIRST ENERGY SERVICES COMPANY, a Delaware corporation ("Fesco"), H.B.& R., INC., a Montana corporation ("HBR"), and FESCO ALASKA, INC., an Alaska corporation ("Fesco AK" and collectively with Basic, Fesco and HBR, the "Borrowers"), BASIC ENERGY SERVICES, INC., a Delaware corporation ("Holdings"), BASIC ENERGY SERVICES GP, LLC ("GP"), BASIC ENERGY SERVICES LP, LLC ("LP"), and THE OTHER GUARANTORS PARTY HERETO, as the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, UBS SECURITIES LLC, as lead arranger (in such capacity, "Arranger") and as syndication agent (in such capacity, "Syndication Agent"), UBS LOAN FINANCE LLC, as

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EMPLOYMENT AGREEMENT
Employment Agreement • August 12th, 2005 • Basic Energy Services Inc • Oil & gas field services, nec • Texas

This Employment Agreement, including the attached Exhibit A (together, the "Agreement"), is entered into between Basic Energy Services, L.P., a Delaware limited liability company (the "Company"), and Charles W. Swift ("Employee") effective as of May 1, 2003 (the "Effective Date").

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 12th, 2005 • Basic Energy Services Inc • Oil & gas field services, nec • Texas

THIS ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into as of the 14th day of August, 2003, by and between BASIC ENERGY SERVICES, L.P., a Delaware limited partnership (the "Purchaser"), PARKER WINDHAM, LTD., a Texas limited partnership, ("Parker Windham"), PWI, INC., a Texas corporation ("PWI"), PWI RENTALS, L.P., a Texas limited partnership ("PWI Rentals"), PWI CONSTRUCTION, L.P., a Texas limited partnership ("PWI Construction"), PWI DISPOSAL, L.P., a Texas limited partnership ("PWI Disposal") and MORRIS B. WINDHAM and PAIGE WINDHAM, individuals residing in the State of Texas (the "Owners"). Parker Windham, PWI, PWI Rentals, PWI Construction and PWI Disposal are sometimes referred to herein individually as a "Seller" and collective as the "Sellers."

EMPLOYMENT AGREEMENT (Alan Krenek)
Employment Agreement • August 12th, 2005 • Basic Energy Services Inc • Oil & gas field services, nec • Texas

This Employment Agreement, including the attached Exhibit A (together, the "Agreement"), is entered into between Basic Energy Services, Inc., a Delaware corporation (the "Company"), and Alan Krenek ("Employee") effective as of January 26, 2005 (the "Effective Date").

STOCK PURCHASE AGREEMENT Among The Sellers Named Herein FESCO Holdings, Inc., as the Company and BES Holding Co., a Delaware corporation, as Buyer For the Purchase of All of the Outstanding Capital Stock of the Company September 18, 2003
Stock Purchase Agreement • August 12th, 2005 • Basic Energy Services Inc • Oil & gas field services, nec • Delaware

THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of September 18, 2003, by and among FESCO Holdings, Inc., a Delaware corporation (the "Company"), each of the "Sellers" named on Exhibit A hereto (each a "Seller" and collectively the "Sellers") and BES Holding Co., a Delaware corporation ("Buyer").

SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
Stockholders' Agreement • August 12th, 2005 • Basic Energy Services Inc • Oil & gas field services, nec • Delaware

This SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT (this "Agreement"), entered into as of April 2, 2004, is by and among Basic Energy Services, Inc. (formerly named BES Holding Co.), a Delaware corporation (the "Company"), DLJMB Funding III, Inc., a Delaware corporation, DLJ ESC II, L.P., a Delaware limited partnership, and their Affiliates who are stockholders of the Company and party hereto (the "DLJ Parties"), Southwest Royalties Holdings, Inc., a Delaware corporation, Southwest Partners II, L.P., a Delaware limited partnership, Southwest Partners III, L.P., a Delaware limited partnership (individually, a "Southwest Party" and collectively, the "Southwest Parties"), First Reserve Fund VIII, LP, a Delaware limited partnership, ("First Reserve"), Randy Spaur (a natural person), Peter O. Kane (a natural person), Michael D. Schmid (a natural person), Jay R. Anderson (a natural person), William L. Hubbell (a natural person), Sterling Trust FBO William L. Hubbell, Donald C. Busha Re

EMPLOYMENT AGREEMENT
Employment Agreement • August 12th, 2005 • Basic Energy Services Inc • Oil & gas field services, nec • Texas

THIS EMPLOYMENT AGREEMENT (the "Agreement"), is made and entered into effective as of March 1, 2004 (the "Effective Date"), by and between BES HOLDING CO., a Delaware corporation (hereafter "Company"), and KENNETH V. HUSEMAN (hereafter "Executive"), an individual and resident of Texas. The Company and Executive may sometimes hereafter be referred to singularly as a "Party" or collectively as the "Parties."

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