Item 1.01 Entry into a Material Definitive
Agreement.
Second Amendment to Exchange Agreement
Basic Energy Services, Inc.
(the “Company”) is party to that certain Exchange Agreement, dated March 9, 2020, and that First Amendment to the Exchange
Agreement dated November 5, 2020, (as amended, the “Exchange Agreement”), with Ascribe III Investments LLC (“Ascribe”).
On March 31, 2021, the Company
entered into that certain Second Amendment to Exchange Agreement (the “Second Amendment”) by and between the Company and Ascribe
to, among other things, compromise the amount of the Make-Whole Reimbursement Obligation (as defined in the Exchange Agreement) to Ascribe
by issuance of $47,500,000 in Additional Notes (as defined below).
The foregoing summary of the
Second Amendment does not purport to be complete and is qualified in its entirety by reference to the Second Amendment, a copy of which
is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Issuance of Additional Notes pursuant to the
Indenture
On March 31, 2021, the Company
issued and sold $47,500,000 aggregate principal amount of 10.75% Senior Secured Notes due 2023 (the “Additional Notes”) pursuant
to the Company’s existing indenture, dated as of October 2, 2018 (as supplemented by the First Supplemental Indenture dated as of
August 22, 2019 (the “First Supplemental Indenture”) and the Second Supplemental Indenture dated as of April 1, 2020, (the
“Second Supplemental Indenture”), the “Indenture”), by and among the Company, the guarantors party thereto, UMB
Bank, N.A., as trustee and collateral agent, in an offering exempt from registration under the Securities Act of 1933, as amended.
The Additional Notes were
sold to Ascribe in full and complete settlement of the Make-Whole Reimbursement Obligation. The Additional Notes have the same terms in
all respects, and were issued under the same indenture, as the $300,000,000 aggregate principal amount of the Company’s 10.75% Senior
Secured Notes due 2023 issued on October 2, 2018, as described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2018 (the “Existing Notes Form 8-K”). The information set forth in Item 1.01 of the
Existing Notes Form 8-K under the heading “Indenture” is incorporated by reference herein.
The foregoing description
of the Indenture does not purport to be complete and is subject to and qualified in its entirety by reference to the complete text of
the Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, copies of which are attached hereto as Exhibits
4.1, 4.3 and 4.4 and are incorporated by reference herein.