Second Supplemental Indenture

SECOND SUPPLEMENTAL INDENTURE

to

INDENTURE

Dated as of April 12, 2006

among

BASIC ENERGY SERVICES, INC.

as Issuer,

The GUARANTORS named therein

and

THE BANK OF NEW YORK TRUST COMPANY, N.A.

as Trustee

7.125% Senior Notes due 2016, Series A
7.125% Senior Notes due 2016, Series B

SECOND SUPPLEMENTAL INDENTURE

     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 26, 2007 and effective as of March 7, 2007, among JS Acquisition LLC, a Delaware limited liability company (“JS Acquisition”), Acid Services, LLC, a Kansas limited liability company (“Acid Services”), JetStar Energy Services, Inc., a Texas corporation (“JetStar Energy”), and JetStar Holdings, Inc., a Delaware corporation (“JetStar Holdings,” and together with JS Acquisition, Acid Services and JetStar Energy, the “New Guarantors”), each an indirect subsidiary of Basic Energy Services, Inc. (or its successor), a Delaware corporation (the “Issuer”), the Guarantors (the “Existing Guarantors”) under the Indenture referred to below, and The Bank of New York Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H :

     WHEREAS the Issuer has heretofore executed and delivered to the Trustee an Indenture (as such may be amended from time to time, the “Indenture”), dated as of April 12, 2006 providing for the issuance of its 7.125% Senior Notes due 2016 (the “Notes”);

     WHEREAS under certain circumstances the Issuer is required to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall unconditionally guarantee all of the Issuer’s obligations under the Notes pursuant to a Note Guarantee on the terms and conditions set forth herein; and

     WHEREAS pursuant to Section 8.01 of the Indenture, the Trustee, the Issuer and the Existing Guarantor are authorized to execute and deliver this Supplemental Indenture;

     NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Issuer, the Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

     1. Definitions. (a) Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

     (b) For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

     2. Agreement to Guarantee. Each of the New Guarantors hereby agrees, jointly and severally with all other Existing Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture.

From and after the date hereof, each of the New Guarantors shall be a Guarantor for all purposes under the Indenture and the Notes.

     3. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.

     4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     5. Trustee Makes No Representation. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Issuer.

     6. Multiple Counterparts. The parties may sign multiple counterparts of this Supplemental Indenture. Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement.

     7. Headings. The headings of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

[Signatures on following pages]

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date and year first above written.

		BASIC ENERGY SERVICES, INC.
		By: Name: Title:		/s/ Kenneth V. Huseman   Kenneth V. Huseman President and Chief Executive Officer
		NEW GUARANTORS:
		JS ACQUISITION LLC
		By: Name: Title:		/s/ Kenneth V. Huseman   Kenneth V. Huseman President
		ACID SERVICES, LLC
		By:/s/		Kenneth V. Huseman
		Name: Title:		Kenneth V. Huseman President
		JETSTAR ENERGY SERVICES, INC.
		By:		/s/ Kenneth V. Huseman
		Name: Title:		Kenneth V. Huseman President
		JETSTAR HOLDINGS, INC.
		By:		/s/ Kenneth V. Huseman
		Name: Title:		Kenneth V. Huseman President

		EXISTING GUARANTORS:
		BASIC ENERGY SERVICES GP, LLC
		By:		BASIC ENERGY SERVICES, INC.,
				its sole Member
		BASIC ENERGY SERVICES, L.P.
		By:		BASIC ENERGY SERVICES GP, LLC,
				its General Partner
			By:	BASIC ENERGY SERVICES, INC.,
				its sole Member
		BASIC ESA, INC.
		BASIC MARINE SERVICES, INC.
		ENERGY AIR DRILLING SERVICE CO, INC.
		FESCO ALASKA, INC.
		FIRST ENERGY SERVICES COMPANY
		H.B. & R., INC.
		LEBUS OIL FIELD SERVICE CO.
		OILWELL FRACTURING SERVICES, INC.
		R&R HOT OIL SERVICE, INC.
		WESTERN OIL WELL SERVICE CO.
		GLOBE WELL SERVICE, INC.
		SCH DISPOSAL, L.L.C.
		By:		/s/ Kenneth V. Huseman
		Name		: Kenneth V. Huseman
		Title:		President

		BASIC ENERGY SERVICES LP, LLC
		By: Name: Title:		/s/ Jerry Tufly   Jerry Tufly President

		THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
		By: Name: Title:		/s/ Brian Echausse   Brian Echausse Trust Officer