New ABL Credit Agreement

On the Effective Date, the Company entered into a Second Amended
and Restated ABL Credit Agreement among the Company, as borrower,
Bank of America, N.A., as administrative agent for the lenders (the
ABL Administrative Agent), a collateral management agent, the swing
line lender and an l/c issuer, Wells Fargo Bank, National
Association, as a collateral management agent and syndication agent
(in such capacities, the Agents), and the financial institutions
party thereto, as lenders (the ABL Credit Agreement). The ABL
Credit Agreement provides for a $75 million revolving credit loan
facility with a $65 million letter of credit sublimit and $10
million swing line sublimit. All capitalized terms not defined
herein shall have the meaning assigned to them in the ABL Credit
Agreement.

The ABL Credit Agreement requires the Company to repay to the
lenders the aggregate principal amount of all revolving credit
loans on the Effective Date. The Company may voluntarily prepay
loans under the ABL Credit Agreement, subject to customary notice
requirements and minimum prepayment amounts. The Company must
prepay loans under the ABL Credit Agreement if, for any reason, the
aggregate outstanding amount of all loans and letter of credit
obligations at any time exceed the Borrowing Base at such time. In
this event, the Company must immediately prepay revolving credit
loans, swing line loans and letter of credit borrowings in an
aggregate amount equal to the excess.

Loans under the ABL Credit Agreement bear interest, at the Companys
option, at a rate equal to either (i) the London interbank offered
rate (the Eurodollar Rate) plus a rate of 2.5% to 4.5% depending on
the Consolidated Leverage Ratio at the time of the determination or
(ii) a base rate equal to the highest of (a) the federal funds
rate, plus 0.50%, (b) the prime rate then in effect publicly
announced by Bank of America and (c) the Eurodollar Rate plus 1.0%,
the highest is then is added to a rate ranging from 1.5% to 3.5%
depending on the Consolidated Leverage Ratio at the time of the
determination.

The ABL Credit Agreement contains customary affirmative covenants,
including covenants regarding the payment of taxes and other
obligations, maintenance of insurance, reporting requirements and
compliance with applicable laws and regulations, and negative
covenants, including covenants limiting the ability of the Company
and its subsidiaries to, among other things, incur debt, grant
liens, make investments, make certain restricted payments, transact
with affiliates and sell assets. The ABL Credit Agreement further
requires that Basic maintain a Consolidated Fixed Charge Coverage
Ratio (as defined in the ABL Credit Agreement) of not less than
1.00 to 1.00 for any time period during which a Financial Covenant
Trigger Period (as defined in the ABL Credit Agreement) is in
effect.

The ABL Credit Agreement contains customary events of default that
include, among other things, payment defaults, cross defaults with
certain other indebtedness, violation of covenants, inaccuracy of
representations and warranties in any material respect, change in
control of the Company, judgment defaults, and bankruptcy and
insolvency events. If an event of default exists, the lenders may
require the immediate payment of all outstanding loans, and may
exercise certain other rights and remedies provided for under the
ABL Credit Agreement, the other loan documents and applicable law.
The acceleration of such obligations is automatic upon the
occurrence of a bankruptcy event of default.

The foregoing description of the ABL Credit Agreement is not
complete and is qualified by reference to the complete document,
which is filed as Exhibit 10.1 hereto and is incorporated herein by
reference.

New Term Loan Credit Agreement

On the Effective Date, the Company entered into an Amended and
Restated Term Loan Credit Agreement (the Term Loan Agreement) with
a syndicate of lenders and U.S. Bank National Association, as
administrative agent for the lenders (the Term Loan Administrative
Agent), which amended and restated its existing term loan credit
agreement dated as of February 17, 2016. All capitalized terms not
defined herein shall have the meaning assigned to them in the Term
Loan Agreement.

Under the Term Loan Agreement, on the Effective Date, (i) the
outstanding principal amount of Pre-Petition Term Loans of each
Pre-Petition Term Lender were exchanged for loans under the Term
Loan Agreement in an amount equal to such Pre-Petition Term Lenders
aggregate outstanding principal amount of Pre-Petition Term Loans
as of the Effective Date, as determined immediately prior to such
exchange and (ii) all accrued and unpaid interest on such
Pre-Petition Term Loans as of the Effective Date are deemed to be
accrued and unpaid interest on the Loans. Following such exchange,
the aggregate outstanding principal amount of the loans under the
Term Loan Agreement was $164,175,000.

Loans under the Term Loan Agreement bear interest at a rate per
annum equal to 13.50% and are payable quarterly. In addition, Basic
will be responsible for the applicable lenders fees and Term Loan
Administrative Agent fees.

The Term Loan Agreement contains various covenants that, subject to
agreed upon exceptions, limit Basics ability and the ability of
certain of Basics subsidiaries to:

If an event of default occurs under the Term Loan Agreement, then
the administrative agent may, with the consent of the Required
Lenders, or shall, at the direction of, the Required Lenders (i)
declare any outstanding loans under the Term Loan Agreement to be
immediately due and payable and (ii) exercise on behalf of itself
and the lenders all rights and remedies available to it and the
lenders under the Loan Documents or applicable law or equity.

The foregoing description of the Term Loan Agreement is not
complete and is qualified by reference to the complete document,
which is filed as Exhibit 10.2 hereto and is incorporated herein by
reference.

Intercreditor Agreement

On the Effective Date, in connection with the ABL Credit Agreement
and the Term Loan Agreement, the Company entered into an
Intercreditor Agreement (the Intercreditor Agreement), with the ABL
Administrative Agent, the Term Loan Administrative Agent and the
guarantors party thereto. All capitalized terms not defined herein
shall have the meaning assigned to them in the Intercreditor
Agreement.

The Intercreditor Agreement establishes various inter-lender terms,
including, without limitation, priority of liens, permitted actions
by each party, application of proceeds, exercise of remedies in the
case of a default, releases of Liens and limitations on the
amendment of the ABL Credit Agreement and the Term Loan Agreement
without the consent of the other party.

The foregoing description of the Intercreditor Agreement is not
complete and is qualified by reference to the complete document,
which is filed as Exhibit 10.3 hereto and is incorporated herein by
reference.

Third Amended and Restated Security Agreement

On the Effective Date, Basic entered into a Third Amended and
Restated Security Agreement (the ABL Security Agreement) with
certain of its subsidiaries and the ABL Administrative Agent. All
capitalized terms not defined herein shall have the meaning
assigned to them in the ABL Security Agreement.

Under the ABL Security Agreement, the ABL Administrative Agent was
granted security interests in certain collateral, including: (a)
all Accounts; (b) all Specified ABL Facility Priority Collateral;
(c) all Deposit Accounts, Securities Accounts and Commodity
Accounts (excluding accounts that contain only Proceeds of the Term
Loan Priority Collateral or proceeds of the Term Loan and the Term
Loan Proceeds Collateral Account); (d) all accessions to,
substitutions for and replacements of the foregoing; and (d) all
Proceeds of the foregoing.

The foregoing description of the ABL Security Agreement is not
complete and is qualified by reference to the complete document,
which is filed as Exhibit 10.4 hereto and is incorporated herein by
reference.

Term Loan Security Agreement

On the Effective Date, Basic entered into an Amended and Restated
Security Agreement with certain of its subsidiaries and the Term
Loan Administrative Agent (the Term Loan Security Agreement). All
capitalized terms not defined herein shall have the meaning
assigned to them in the Term Loan Security Agreement.

The Collateral under the Term Loan Security Agreement includes (as
defined therein): (a) all Chattel Paper, all Collateral Accounts,
all commercial tort claims, all Contracts, all Deposit Accounts,
all Documents, all Equipment, all Fixtures, all General
Intangibles, all Instruments, all Intellectual Property, all
Inventory, all Investment Property (including without limitation
the Pledged Equity and all Securities Accounts), all Letter of
Credit Rights, all Liquid Assets, all Receivables, all Records, and
all Supporting Obligations; (b) any and all additions, accessions
and improvements to, all substitutions and replacements for and all
products of or derived from the foregoing; and (c) all Proceeds of
the foregoing.

Under mortgages and deeds of trust, the Company and certain of its
subsidiaries previously granted to the Term Loan Administrative
Agent liens on a substantial portion of their real properties to
secure the Companys obligations under the Term Loan Agreement of
the Company in effect at the time of the filing of the Chapter 11
Cases. These liens continue to secure the obligations of Basic
under the Term Loan Agreement. The Company has also agreed to
provide to the Term Loan Administrative Agent liens on additional
real properties, subject to the terms and conditions of the Term
Loan Agreement

The foregoing description of the Term Loan Security Agreement is
not complete and is qualified by reference to the complete
document, which is filed as Exhibit 10.5 hereto and is incorporated
herein by reference.

Registration Rights Agreement

On the Effective Date, the Company and certain holders party to the
backstop agreement with the Company or their affiliates (the
Stockholders) of the newly issued shares of common stock, par value
$0.01, of the Company (the New Common Shares) executed a
registration rights agreement, dated as of the Effective Date (the
Registration Rights Agreement). Capitalized terms used, but not
defined herein shall have the meanings set forth in the
Registration Rights Agreement.

to the Registration Rights Agreement, among other things,
Stockholders who collectively have beneficial ownership of at least
5% of the New Common Shares originally issued under the Prepackaged
Plan (such Stockholders, the Demand Holders and each a Demand
Holder), calculated on a fully diluted basis assuming the exercise
of all Warrants, will have the right to request the Company to file
with the Securities and Exchange Commission (the SEC), a
registration statement on Form S-1 or S-3 of all or any portion of
the Registrable Securities held by such Demand Holder.
Notwithstanding the foregoing,>the Company shall be required to
conduct no more than two Registrations on Form S-1 for each Large
Demand Holder and no more than three for Small Demand Holders in
the aggregate; and an unlimited number of Registrations on Form S-3
for all Holders. Any Demand Holder may request that any offering
conducted under Registration on Form S-1 or a Registration on Form
S-3 be underwritten.

The foregoing description of the Registration Rights Agreement is
not complete and is qualified by reference to the complete
document, which was filed as Exhibit 10.1 to the Companys
Registration Statement on Form 8-A12B with the SEC on December 23,
2016, and is incorporated herein by reference.

Warrant Agreement

On the Effective Date, the Company entered into a warrant agreement
(the Warrant Agreement) with American Stock Transfer Trust Company,
LLC, as warrant agent (the Warrant Agent). to the terms of the
Prepackaged Plan, the Company will issue warrants (the Warrants,
and holders thereof Warrantholders), which in the aggregate, are
exercisable to purchase up to approximately 2,066,627 New Common
Shares. Capitalized terms not defined herein shall have the
meanings ascribed to them in the Warrant Agreement.

In accordance with the Prepackaged Plan, the Company will issue
Warrants to the holders of the Existing Equity Interests (as
defined in the Prepackaged Plan), totaling approximately 2,066,627
Warrants outstanding, exercisable until December 23, 2023, to
purchase up to an aggregate of approximately 2,066,627 New Common
Shares at an initial exercise price of $55.25 per share, subject to
adjustment as provided in the Warrant Agreement. All unexercised
Warrants shall expire, and the rights of the Warrantholder to
purchase New Common Shares shall terminate on December 23, 2023 at
5:00 p.m., New York City time, which is the seventh anniversary of
the Effective Date.

Warrantholders are not entitled, by virtue of holding Warrants, any
rights of a Stockholder, including, but not limited to, the right
to vote, to receive dividends or other distributions, to exercise
any preemptive right or, except as otherwise provided in the
Warrant Agreement, to receive notice as Stockholders in respect of
the meetings of Stockholders or for the election of directors of
the Company or any other matter unless, until and only to the
extent such Warrantholder becomes a holder of record of New Common
Shares issued upon settlement of Warrants.

The number of New Common Shares for which a Warrant is exercisable,
and the exercise price per share of such Warrant are subject to
adjustment from time to time to the Warrant Agreement upon the
occurrence of certain events, including, but not limited to, the
issuance of a stock dividend to all holders of New Common Shares, a
subdivision, a combination or other reclassification of the New
Common Shares.

Upon the occurrence of a merger, consolidation, recapitalization,
reclassification, reorganization or business combination with
another entity, each Warrantholder will, subject to certain
exceptions, have the right to receive, upon exercise of a Warrant,
an amount of securities, cash or other property received in
connection with such event with respect to or in exchange for the
number of New Common Shares for which such Warrant is exercisable
immediately prior to such event; provided that in some cases, as
set out in the Warrant Agreement, the Company may distribute cash
only.

The Warrants generally only permit Warrantholders to exercise the
Warrants for a cash payment or a cashless exercise, unless the New
Common Shares are not listed on a national securities exchange as
of the applicable exercise date. A Warrantholder may elect to pay
cash to purchase the shares underlying the Warrant at the
then-applicable exercise price. If a Warrantholder elects to have a
cashless exercise, the Company will reduce the number of New Common
Shares issuable to the exercise of the Warrants, without any cash
payment therefor.

The foregoing description of the Warrant Agreement is not complete
and is qualified by reference to the complete document, which was
filed as Exhibit 4.1 to the Companys Registration Statement on Form
8-A12G with the SEC on December 23, 2016 and is incorporated herein
by reference.

Management Incentive Plan

On the Effective Date, to the operation of the Prepackaged Plan,
the Basic Energy Services, Inc. Management Incentive Plan (the MIP)
became effective.

The board of directors of the Company (the Board) or the
Compensation Committee of the Board (the Committee) will administer
the MIP. The Committee has broad authority under the MIP to, among
other things: (i) select participants; (ii) prescribe the
restrictions, terms and conditions of all awards; (iii) determine
the types of awards that participants are to receive and the number
of shares that are to be subject to such awards; and (iv) establish
the terms and conditions of awards, including the price (if any) to
be paid for the shares or the award.

Persons eligible to receive awards under the MIP include employees
of the Company or any of its affiliates. The types of awards that
may be granted under the MIP include stock options, stock
appreciation rights, restricted stock, performance awards and other
forms of awards granted or denominated in New Common Shares.

The maximum number of New Common Shares that may be issued or
transferred to awards under the MIP is 3,237,671. If any stock
option or other stock-based award granted under the MIP is
cancelled, expired, forfeited, or otherwise terminated without
delivery of the New Common Shares for any reason, then the New
Common Shares retained by or returned to the Company will not be
deemed to have been delivered, as applicable and will be available
for future awards under the MIP.

>As is customary in management incentive plans of this nature,
each share limit and the number and kind of shares available under
the MIP and any outstanding awards, as well as the exercise or
purchase prices of awards, and performance targets under certain
types of performance-based awards, are subject to adjustment in the
event of certain recapitalization, reclassification, stock
dividend, extraordinary dividend, stock split, reverse stock split
or other distribution with respect to the New Common Shares or any
merger, reorganization, consolidation, combination, spin-off or
other similar corporate change or any other change affecting the
New Common Shares.

The foregoing description of the MIP is not complete and is
qualified by reference to the complete document, which was filed as
Exhibit 10.1 to the Company’s Registration statement on Form S-8
with the SEC on December 23, 2016.

>Item 1.02. Termination of a Material Definitive Agreement

Equity Interests

On the Effective Date, by operation of the Prepackaged Plan, all
agreements, instruments, and other documents evidencing, relating
to or connected with any equity interests of the Company, including
the outstanding shares of the Companys common stock, par value
$0.01 per share, issued and outstanding immediately prior to the
Effective Date (the Old Common Shares), and any rights of any
holder in respect thereof, were deemed cancelled, discharged and of
no force or effect.

Debt Securities

On the Effective Date, by operation of the Prepackaged Plan, all
outstanding obligations under the following notes issued by the
Company (collectively, the Unsecured Notes) and the indentures
governing such obligations were cancelled, except to the limited
extent expressly set forth in the Prepackaged Plan:

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

The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities

On the Effective Date, the Company issued (i) 14,925,000 New Common
Shares to holders of the Unsecured Notes, (ii) 75,001 New Common
Shares to existing stockholders of Basic as of the Effective Date
and (iii) 10,825,620 New Common Shares for the deemed conversion of
convertible notes issuable in connection with a rights offering
contemplated by the Prepackaged Plan and completed thereto (the
Rights Offering). to the Prepackaged Plan, Basic previously
intended to issue 9% PIK interest unsecured notes due 2019 in the
aggregate principal amount of $131,250,000 (the New Convertible
Notes) on the Effective Date, which would have been mandatorily
convertible into New Common Shares upon the earliest to occur of:
(i) 36 months following the Effective Date; (ii) if, on any date
(the Conversion Trigger Date) following the Effective Date, the
closing price per New Common Share during each of the preceding
consecutive 30 trading days has been greater than or equal to 150%
of the Plan Value (as defined in the Prepackaged Plan), the later
of the Conversion Trigger Date and the second anniversary of the
Effective Date; and (iii) the election to effect the conversion by
a vote of the holders of a majority of the New Convertible Notes.
However, the Prepackaged Plan provided that if no later than 5 p.m.
Prevailing Eastern Time on December 13, 2016, Basic

was provided with an irrevocable notice (such notice, a Conversion
Notice) from parties that collectively would be entitled to receive
a majority of the New Convertible Notes (such parties, the
Requisite Note Conversion Holders) of such holders intent to
exercise certain conversion rights with respect to the New
Convertible Notes, such New Convertible Notes would be deemed
converted to New Common Shares of the reorganized Basic on the
Effective Date. On December 13, 2016, the Requisite Note Conversion
Holders provided Basic with a Conversion Notice, which was accepted
by Basic. Accordingly, the New Convertible Notes were deemed to
have been converted to New Common Shares on the Effective Date, and
any party that would have been entitled to receive New Convertible
Notes, in lieu of receiving such New Convertible Notes, instead
received a number of New Common Shares equal to the number of New
Common Shares such party would have received if the New Convertible
Notes were converted to New Common Shares on the Effective Date.

On the Effective Date, the Company reserved an additional (i)
approximately 2,066,627 New Common Shares for issuance upon the
potential exercise of the Warrants and (ii) 3,237,671 New Common
Shares for issuance under the MIP. On a fully diluted basis, after
the deemed conversion of the New Convertibles Notes and assuming
the issuance or exercise of all interests expected to be issued on
or after the Effective Date to the Prepackaged Plan (including the
Warrants and all awards authorized under the MIP), the Company
would have an aggregate of 31,129,919 New Common Shares issued and
outstanding.

The Company relied on Section 1145(a)(1) of the Bankruptcy Code as
an exemption from the registration requirements of the Securities
Act of 1933, as amended (the Securities Act) for the issuance of
the New Common Shares and the Warrants issued to holders of the Old
Common Shares or holders of Unsecured Notes, and the rights and the
New Common Shares issued upon the deemed conversion of the New
Convertible Notes issuable in the Rights Offering, other than
1,494,421 New Common Shares issuable to certain backstop parties in
the Rights Offering, which New Common Shares were issued to the
exemption from registration under Section 4(a)(2) of the Securities
Act. Section 1145(a)(1) of the Bankruptcy Code exempts the offer
and sale of securities under a plan of reorganization from
registration under Section 5 of the Securities Act and state laws
if three principal requirements are satisfied:

>>>>>the securities must be issued under a plan of
reorganization by the debtor, its successor under a plan, or an
affiliate participating in a joint plan of reorganization with the
debtor;

>>>>>the recipients of the securities must hold a
claim against, an interest in, or a claim for administrative
expense in the case concerning the debtor or such affiliate; and

>>>>>the securities must be issued either (a) in
exchange for the recipients claim against, interest in or claim for
administrative expense in the case concerning the debtor or such
affiliate or (b) principally in such exchange and partly for cash
or property.

Item 3.03. Material Modification to the Rights of Securities
Holders

As provided in the Prepackaged Plan, all notes, stock, agreements,
instruments, certificates, and other documents evidencing any claim
against or interest in the Debtors were cancelled on the Effective
Date, and the obligations of the Debtors thereunder or in any way
related thereto were fully released. The securities to be cancelled
on the Effective Date include all of the Old Common Shares and the
Unsecured Notes. For further information, see Items 1.01, 1.02,
3.02, 5.01 and 5.03 of this Report, which are incorporated herein
by reference.

Item 5.01. Changes in Control of Registrant

As disclosed elsewhere in this Current Report on Form 8-K, on the
Effective Date, all of the Old Common Shares were cancelled, and
the Company issued New Common Shares to the Prepackaged Plan.

As a result of the distributions of the New Common Shares and the
Warrants and the cancellation of the Old Common Shares to the
Prepackaged Plan, (i) holders of the Unsecured Notes received 57.8%
of the outstanding New Common Shares, (ii) participants in the
Rights Offering received 41.9% of the outstanding New Common
Shares, and (iii) holders of the Old Common Shares received 0.3% of
the outstanding New Common Shares along with the Warrants (each
subject to dilution by awards issued or issuable under the MIP on
or after the Effective Date and New Common Shares issuable upon
exercise of the Warrants).

As disclosed in Item 5.02 below, to the Prepackaged Plan, the terms
of the current members of the Board will terminate, and on the
Effective Date the Board has six members designated in accordance
with the Prepackaged Plan, five of whom will be new to the Board. A
seventh member of the Board is expected to be designated in
accordance with the Prepackaged Plan after the Effective Date.

Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

The description of the MIP set forth in Item 1.01 is incorporated
herein by reference.

Departure of Directors

As of the Effective Date, the following directors have been deemed
to have resigned from the Board in connection with the Companys
emergence from the Chapter 11 Cases and to the Prepackaged Plan:
William Chiles, Robert Fulton, Antonio Garza, Jr., James DAgostino,
Jr., Kenneth Huseman, Thomas Moore, Jr., Steven Webster and
Sylvester Johnson, IV.

Prior to the departure of these directors, Mr. Webster served as
Chairman of the Board; Mr. Moore served as the Chairman of the
Audit Committee and sat on the Nominating and Governance Committee;
Mr. Johnson served as Chairman of the Nominating and Governance
Committee; Mr. Chiles served as the Chairman of the Compensation
Committee and sat on the Audit Committee; Mr. DAgostino sat on the
Audit Committee and the Compensation Committee; Mr. Fulton sat on
the Nominating and Corporate Governance Committee; and Mr. Garza
sat on the Compensation Committee.

Appointment of Directors

On the Effective Date, the Board consists of six initial members.
to the Prepackaged Plan, T.M. Roe Patterson, the Companys President
and Chief Executive Officer, has continued as a director along with
five directors designated under the Prepackaged Plan.

On the Effective Date, to the Prepackaged Plan, the Companys Board
consists of Timothy H. Day (serving as Chairman of the Board),
Julio Quintana, John Jackson, Samuel E. Langford and James D. Kern.
On the Effective Date, each of the six designated directors were
also assigned to the following classes of directors in accordance
with the Restated Bylaws of the Company: Class I (initial term
expiring in 2017)- Messrs. Patterson and Quintana; Class II
(initial term expiring in 2018) – Messrs. Day and Jackson; and
Class III (initial term expiring in 2019) – Messrs. Kern and
Langford.

On the Effective Date, the Board appointed Messrs. Day, Jackson and
Kern to serve on the Companys Audit Committee, with Mr. Jackson
serving as Chairman of the Audit Committee. On the Effective Date,
the Board appointed Messrs. Day, Jackson and Quintana will serve on
the Companys Compensation Committee, with Mr. Day serving as
Chairman of the Compensation Committee. Messrs. Jackson, Kern and
Quintana will serve on the Companys Nominating and Corporate
Governance Committee, with Mr. Quintana serving as Chairman of the
Nominating and Corporate Governance Committee.

Time-Based Restricted Stock Unit and Option Awards

On the Effective Date, the Compensation Committee approved grants
of (1) time-based restricted stock unit awards (the RSUs) and (ii)
time-based stock option awards (the Options and together with the
RSUs the Awards) to Basics executive officers, under the MIP based
on managements recommendation and in accordance with the
Prepackaged Plan. These Awards will vest annually in three equal
installments, with one-third vesting immediately, one-third on the
first anniversary of the Effective Date and one-third on the second
anniversary the Effective Date. These Awards comprise approximately
one half of the total long-term incentive compensation for each of
Basics executive officers, including Basics named executive
officers, contemplated by the Prepackaged Plan and the MIP. The
remaining approximate one half of the total long-term incentive
compensation to such executive officers is expected to be awarded
to the Prepackaged Plan under grants of performance-based
restricted stock units and options, which grants are expected to be
awarded within approximately 90 days of the Effective Date.

Once earned, the Awards will be forfeited by the grantee (a) if the
grantees employment with Basic is terminated by Basic, unless
without cause, before the Awards are vested or (b) if the grantee
terminates his employment with Basic before the Awards are vested
for any reason other than (i) Good Reason or (ii) the death or
Disability of the grantee, as such terms are defined in the award
agreement. The grantee will vest in all rights to the Awards on the
earliest of (i) the dates set forth above; (ii) termination by
Basic without Cause; (iii) the death or Disability of the grantee;
or (iv) resignation for Good Reason.

Following the vesting date of the RSUs, the Company will deliver to
the grantee the number of New Common Shares equal to the aggregate
of RSUs that vest as of such date. The Company, however, in its
sole discretion will have the option to settle the RSUs in cash,
subject to applicable withholding taxes. Each RSU has dividend
equivalent rights, which dividend equivalent rights may be
accumulated and deemed reinvested in additional RSUs or may be
accumulated in cash, as determined by the Committee in its
discretion.

Subject to the agreement, the grantee may exercise all or any part
of the vested Options at any time prior to the earliest of the
following events:

The exercise price of the Options issued on the Effective Date will
be the average of the high and the low trading prices of the New
Common Shares as reported on the New York Stock Exchange on the
first trading day after the Effective Date. The purchase price for
all Options will be the applicable exercise price multiplied by the
number of New Common Shares with respect to the Options being
exercised. The purchase price may be paid by cash or check; a
brokered cashless exercise; a net exercise by reducing the number
of New Common Shares otherwise deliverable upon the exercise; or
surrendered to the Company for transfer and valued by the Company
at the fair market value on the date of exercise.

The foregoing descriptions of the Awards in this Item 5.02 are
qualified in their entirety by reference to the full text of the
Form of Time-Based Restricted Stock Unit Award Agreement and the
Form of Time-Based Stock Option Award Agreement, which are filed as
Exhibits 10.9 and 10.10, respectively, hereto and are incorporated
herein by reference.

The number of RSUs and Options issuable to each of Basics executive
officers under the applicable award agreements is set forth below:

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year

On the Effective Date, to the terms of the Prepackaged Plan, the
Company filed the Second Amended and Restated Certificate of
Incorporation (the Certificate of Incorporation) with the office of
the Secretary of State of Delaware. Also on the Effective Date, and
to the terms of the Prepackaged Plan, the Company adopted the
Second Amended and Restated Bylaws (the Bylaws). Descriptions of
the material provisions of the Certificate of Incorporation and the
Bylaws are contained in the Companys Registration Statement on Form
8-A filed with the SEC on December 23, 2016, which description is
incorporated by reference herein.

>Item 7.01 Regulation FD Disclosure

On the Effective Date, the Company issued a press release
announcing its emergence from the Chapter 11 Cases. A copy of the
press release is being furnished as Exhibit 99.1 hereto and is
incorporated herein by reference.

The information furnished to Item 7.01, including Exhibit 99.1,
shall not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, is not subject to the
liabilities of that section and is not deemed incorporated by
reference in any filing by the Company under the Securities Act
unless specifically.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.