SUPPLEMENT NO. 1 TO SECURITY AGREEMENT

Exhibit 10.3

SUPPLEMENT NO. 1 TO SECURITY AGREEMENT

     This SUPPLEMENT NO. 1 dated as of August 5, 2011 (this “Supplement”), is delivered in connection with (a) the Security Agreement dated as of February 15, 2011 (as amended, restated or otherwise modified from time to time, the “Security Agreement”), among Basic Energy Services, Inc., a Delaware corporation (the “Borrower”), certain subsidiaries of the Borrower (such subsidiaries together with the Borrower, the “Debtors”) and Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, the “Administrative Agent”) for the benefit of the holders of the Secured Obligations (as defined therein) and (b) the Guaranty dated as of February 15, 2011 (as amended, restated or otherwise modified from time to time, the “Guaranty”) made by the Debtors other than the Borrower (the “Guarantors”) for the benefit of the Administrative Agent and the Lenders.

     A Reference is made to the Credit Agreement dated as of February 15, 2011 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”), the Administrative Agent and others. Pursuant to the Guaranty, the Guarantors have agreed to guarantee, among other things, the full payment and performance of all of the Borrower’s obligations under the Credit Agreement.

     B. The Debtors have entered into the Security Agreement and the Guarantors have entered into the Guaranty as a condition precedent to the effectiveness of the Credit Agreement. Section 7.12 of the Security Agreement and Section 19 of the Guaranty provide that additional Subsidiaries of the Borrower may become Debtors under the Security Agreement and Guarantors under the Guaranty by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiaries (each such undersigned Subsidiary individually being a “New Debtor”, and collectively, the “New Debtors”) are executing this Supplement in accordance with the requirements of the Credit Agreement to become Debtors under the Security Agreement and Guarantors under the Guaranty.

     C. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement, the Guaranty, and the Credit Agreement.

     Accordingly, the Administrative Agent and the New Debtors agree as follows:

     SECTION 1. In accordance with Section 7.12 of the Security Agreement, each New Debtor by its signature below becomes a Debtor under the Security Agreement with the same force and effect as if originally named therein as a Debtor, and each New Debtor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Debtor thereunder and (b) represents and warrants that the representations and warranties made by it as a Debtor thereunder are true and correct in all material respects on and as of the date hereof. The Schedules to the Security Agreement are hereby supplemented by the Schedules attached hereto with respect to the New Debtors. In furtherance of the foregoing, each New Debtor, as security for the payment and performance in full of the Secured Obligations (as defined in the Security Agreement), does hereby create and grant to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a security interest in and lien on all of such New Debtor’s

right, title and interest in and to the Collateral of such New Debtor. Each reference to a “Debtor” in the Security Agreement shall be deemed to include the New Debtors.

     SECTION 2. In accordance with Section 19 of the Guaranty, each New Debtor by its signature below becomes a Guarantor under the Guaranty with the same force and effect as if originally named therein as a Guarantor, and each New Debtor hereby (a) agrees to all the terms and provisions of the Guaranty applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof. Each reference to a “Guarantor” in the Guaranty shall be deemed to include the New Debtors.

     SECTION 3. Each New Debtor represents and warrants to the Administrative Agent that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

     SECTION 4. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

     SECTION 5. Except as expressly supplemented hereby, the Security Agreement and the Guaranty shall remain in full force and effect.

     SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAW 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 7. All communications and notices to a New Debtor under the Security Agreement or the Guaranty shall be in writing and given as provided in Section 7.2 of the Security Agreement to the address for such New Debtor set forth under its signature below.

     SECTION 8. Each New Debtor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent.

[Signature pages follow.]

     IN WITNESS WHEREOF, the New Debtors and the Administrative Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

		Maverick Stimulation Company, LLC
		Maverick Coil Tubing Services, LLC
		MCM Holdings, LLC
		Maverick Thru-Tubing, LLC
		The Maverick Companies, LLC
		Maverick Solutions, LLC
		MSM Leasing, LLC
		By:		/s/ Alan Krenek
		Name:		Alan Krenek
		Title:		Senior Vice President, CFO and Treasurer
		Address:		500 W. Illinios Ste 100
				Midland, TX 79701

Signature Page to Supplement No. 1 to Security Agreement

SCHEDULE 3.3

ORGANIZATION & LOCATION INFORMATION

		Jurisdiction &						Chief Executive Office,
		Type of		Organizational				Sole Place of Business, or
Debtor		Organization		ID#				Principal Residence
Maverick Coil Tubing Services, LLC		Colorado limited liability company			20001207071			88 Inverness Circle East, Suite G101 Englewood, Colorado 80112
Maverick Solutions, LLC		Colorado limited liability company			20031245775			88 Inverness Circle East, Suite G101 Englewood, Colorado 80112
Maverick Stimulation Company, LLC		Colorado limited liability company			19961105940			88 Inverness Circle East, Suite G101 Englewood, Colorado 80112
Maverick Thru-Tubing Services, LLC		Colorado limited liability company			20091658924			88 Inverness Circle East, Suite G101 Englewood, Colorado 80112
MCM Holdings, LLC		Colorado limited liability company			20011090566			88 Inverness Circle East, Suite G101 Englewood, Colorado 80112
MSM Leasing, LLC		Colorado limited liability company			20091399908			88 Inverness Circle East, Suite G101 Englewood, Colorado 80112
The Maverick Companies, LLC		Colorado limited liability company			20061298717			88 Inverness Circle East, Suite G101 Englewood, Colorado 80112

Schedule 3.3 to Supplement No. 1 to Security Agreement

SCHEDULE 3.4

CERTAIN COLLATERAL

PATENTS:

     Pending

	1.		Patent Pending: Apparatus and Methods for Producing Chlorine Dioxide      First Named Inventor: Kristian E. Grimland      Company: Maverick Stimulation Company, LLC      Serial Number: 12/719,372      Filed: March 8, 2010      Docket #: 5626/11(a)
	2.		Patent Pending: Anolyte Solution for Preventing Biofouling in Oil/Gas Field Equipment      Company: Maverick Solutions, LLC      Serial Number: 60/887,467      Filed: January 31, 2007      Docket #:5626/5
	Patent
	3.		Patent: Multiple Tub Mobile Blender      Inventors: Kristian E. Grimland and Timothy L. Anderson      Company: Maverick Stimulation Company, LLC      Patent No.: US 6,193,402 B1      Date of Patent: February 27, 2001      Assignment: Assigned to Maverick Stimulation Company, LLC      On October 2, 1998
	4.		Patent: Multiple Tub Mobile Blender and Method of Blending       Inventors: Kristian E. Grimland and Timothy L. Anderson       Company: Maverick Stimulation Company, LLC       Patent No.: US 6,286,986 B2       Date of Patent: September 11, 2001
TRADEMARKS:
	1.		Trademark: “Maverick Stimulation Company, LLC” and design      Registered Date: July 27, 1999      Reg No. 2,264,193
	2.		Trademark: “MAVTRACK” and design      Registered Date: April 1, 2003      Reg. No. 2,702,941

Schedule 3.4 to Supplement No. 1 to Security Agreement

			3.		Trademark: “THE MAVERICK COMPANIES” (and Design)
							Registered Date: May 20, 2008
							Reg. No. 3,429,297
			4.		Trademark: “MAVERICK COIL TUBING SERVICES, LLC”
							(and design)
							Registered Date: July 15, 2008
							Reg. No. 3,465,148
			5.		Trademark: “MAV”
							Registered Date: July 20, 1999
							Reg No. 2,262,206
			6.		Trademark: “MAVERICK SOLUTIONS, LLC” (in Class 7)
							Registered Date: February 26, 2008
							Reg. No. 3,387,858
			7.		Trademark: “MAVERICK SOLUTIONS, LLC” (in Class 40)
							Registered Date: February 26, 2008
							Reg. No. 3,387,857

Schedule 3.4 to Supplement No. 1 to Security Agreement

SCHEDULE 3.5(A)

PLEDGED EQUITY

Number &

Certificate

Type of

Percentage

Pledgor

Pledged Entity

#

Shares

of Shares

Basic Energy Services, L.P.

Maverick Coil Tubing Services, LLC

*

membership interests

100%

Basic Energy Services, L.P.

Maverick Solutions, LLC

*

membership interests

100%

Basic Energy Services, L.P.

Maverick Stimulation Company, LLC

*

membership interests

100%

Basic Energy Services, L.P.

Maverick Thru-Tubing Services, LLC

*

membership interests

100%

Basic Energy Services, L.P.

MCM Holdings, LLC

*

membership interests

100%

Basic Energy Services, L.P.

MSM Leasing, LLC

*

membership interests

100%

Basic Energy Services, L.P.

The Maverick Companies, LLC

*

membership interests

100%

Schedule 3.5(a) to Supplement No. 1 to Security Agreement

SCHEDULE 3.5(C)

PLEDGED INSTRUMENTS

None.

Schedule 3.5(c) to Supplement No. 1 to Security Agreement

SCHEDULE 3.7

INTELLECTUAL PROPERTY

Copyrights:    None.

Patents:

Pending
1.		Patent Pending: Apparatus and Methods for Producing Chlorine Dioxide
				First Named Inventor: Kristian E. Grimland
				Company: Maverick Stimulation Company, LLC
				Serial Number: 12/719,372
				Filed: March 8, 2010
				Docket #: 5626/11(a)
2.		Patent Pending: Anolyte Solution for Preventing Biofouling in Oil/Gas Field Equipment
				Company: Maverick Solutions, LLC
				Serial Number: 60/887,467
				Filed: January 31, 2007
				Docket #:5626/5
Patent
3.		Patent: Multiple Tub Mobile Blender
				Inventors: Kristian E. Grimland and Timothy L. Anderson
				Company: Maverick Stimulation Company, LLC
				Patent No.: US 6,193,402 B1
				Date of Patent: February 27, 2001
				Assignment: Assigned to Maverick Stimulation Company, LLC
				On October 2, 1998
4.		Patent: Multiple Tub Mobile Blender and Method of Blending
				Inventors: Kristian E. Grimland and Timothy L. Anderson
				Company: Maverick Stimulation Company, LLC
				Patent No.: US 6,286,986 B2
				Date of Patent: September 11, 2001

Schedule 3.7 to Supplement No. 1 to Security Agreement

Trademarks:

	1.		Trademark: “Maverick Stimulation Company, LLC” and design
			Registered Date: July 27, 1999
			Reg No. 2,264,193
			Company: Maverick Stimulation Company, LLC
	2.		Trademark: “MAVTRACK” and design
			Registered Date: April 1, 2003
			Reg. No. 2,702,941
			Company: Maverick Stimulation Company, LLC
	3.		Trademark: “THE MAVERICK COMPANIES” (and Design)
			Registered Date: May 20, 2008
			Reg. No. 3,429,297
			Company: Maverick Stimulation Company, LLC
	4.		Trademark: “MAVERICK COIL TUBING SERVICES, LLC”
			(and design)
			Registered Date: July 15, 2008
			Reg. No. 3,465,148
			Company: Maverick Stimulation Company, LLC
	5.		Trademark: “MAV”
			Registered Date: July 20, 1999
			Reg No. 2,262,206
			Company: Maverick Stimulation Company, LLC
	6.		Trademark: “MAVERICK SOLUTIONS, LLC” (in Class 7)
			Registered Date: February 26, 2008
			Reg. No. 3,387,858
			Company: Maverick Solutions, LLC
	7.		Trademark: “MAVERICK SOLUTIONS, LLC” (in Class 40)
			Registered Date: February 26, 2008
			Reg. No. 3,387,857
			Company: Maverick Solutions, LLC

Schedule 3.7 to Supplement No. 1 to Security Agreement

SCHEDULE 3.8

LOCATION OF RIGS

None.

Schedule 3.8 to Supplement No. 1 to Security Agreement

SCHEDULE 3.9

BANK ACCOUNTS

None.

Schedule 3.9 to Supplement No. 1 to Security Agreement