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.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K under the heading "Issuance of Additional Notes pursuant to the Indenture" is incorporated by reference herein.





(d)   Exhibits



Exhibit
  No.                                      Exhibit
  4.1        Indenture, dated as of October 2, 2018, by and among Basic Energy
           Services, Inc., the guarantors party thereto and UMB Bank, N.A., as
           trustee and collateral agent (Incorporated by reference to Exhibit 4.1
           to the Company's Current Report on Form 8-K (SEC File No. 001-32693)
           filed on October 5, 2018).
  4.2        Form of 10.75% Senior Secured Note due 2023 (included as Exhibit A in
           Exhibit 4.1).
  4.3        First Supplemental Indenture, dated as of August 22, 2019, by and
           among Agua Libre Midstream LLC, Agua Libre Holdco LLC, Agua Libre Asset
           Co LLC, Basic Energy Services, Inc., the subsidiary guarantors party
           thereto and UMB Bank, N.A., as trustee and collateral agent
           (Incorporated by reference to Exhibit 4.6 to the Company's Quarterly
           Report on Form 10-Q (SEC File No. 001-32693) filed on November 1,
           2019).
  4.4        Second Supplemental Indenture, dated as of April 1, 2020, by and
           among C&J Well Services, Inc., KVS Transportation, Inc, Indigo
           Injection #3, LLC, Basic Energy Services, Inc., the subsidiary
           guarantors party thereto and UMB Bank, N.A., as trustee and collateral
           agent (Incorporated by reference to Exhibit 4.7 to the Company's
           Quarterly Report on Form 10-Q (SEC File No. 001-32693) filed on August
           7, 2020).


  10.1        Second Amendment to Exchange Agreement, dated as of March 31, 2021,
            by and between Basic Energy Services, Inc. and Ascribe III Investments
            LLC (Incorporated by reference to Exhibit 10.51 to the Company's Annual
            Report on Form 10-K (SEC File No. 001-32693) filed on March 31,
            2021).
104         Cover Page Interactive Data File (formatted as Inline XBRL and
            contained in Exhibit 101)

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