ASSET PURCHASE AGREEMENT

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Exhibit 10.9

ASSET PURCHASE AGREEMENT

        THIS ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into as of the 14th day of August, 2003, by and between BASIC ENERGY SERVICES, L.P., a Delaware limited partnership (the "Purchaser"), PARKER WINDHAM, LTD. , a Texas limited partnership, ("Parker Windham"), PWI, INC. , a Texas corporation ("PWI"), PWI RENTALS, L.P. , a Texas limited partnership ("PWI Rentals"), PWI CONSTRUCTION, L.P. , a Texas limited partnership ("PWI Construction"), PWI DISPOSAL, L.P. , a Texas limited partnership ("PWI Disposal") and MORRIS B. WINDHAM and PAIGE WINDHAM, individuals residing in the State of Texas (the "Owners"). Parker Windham, PWI, PWI Rentals, PWI Construction and PWI Disposal are sometimes referred to herein individually as a "Seller" and collective as the "Sellers."

RECITALS:

        A.    The Sellers own and operate an oil and gas field trucking business, an oil and gas field construction business, an oil and gas field equipment rental business, an oil and gas field extraction, hauling and disposal business and a pressure testing and sale and storage business, all of which are based in Beaumont, Texas with additional facilities at Dayton, Ganado, Refugio, Groesbeck, Van Vleck, Bryan and Hallettsville, Texas (collectively, the "Businesses");

        B.    The Purchaser desires to purchase and acquire, and the Sellers are willing to sell and transfer, all of the properties and assets comprising the Businesses except for the Excluded Assets (as hereinafter defined);

        C.    The Owners, Parker Windham, Ltd. and PWI, Inc. each own the real estate described on Exhibit A hereto and the improvements thereon, all of which are used by the Sellers in the Businesses (the "Real Property") that the Owners, Parker Windham, Ltd. and PWI, Inc. desire to sell and the Purchaser desires to purchase the Real Property pursuant to separate Real Property Purchase and Sale Agreements (the "Real Estate Purchase Agreements") substantially in the form of that attached hereto as Exhibit A-1 ; and

        D.    The Owners are the sole owners of the Sellers.

        NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

ARTICLE I

PURCHASE AND SALE

        1.01      Transfer of Assets.     At the Closing, which shall occur on the Closing Date (both terms as defined in Section 6.01 hereof), and subject to the terms and conditions of this Agreement, the Sellers will grant, sell, convey, assign and deliver to the Purchaser, and the Purchaser will pay for and accept from the Sellers, all of the following assets, effective as of 12:01 a.m., Beaumont, Texas time on the Closing Date:

(a)

All of the assets, properties, equipment, inventories and rights of the Sellers of every kind, character and description, whether tangible or intangible, save and except the Excluded Assets (hereinafter defined), all such items being sold hereunder being hereinafter collectively referred to as the "Assets." The Sellers are not selling and the Assets will not include any deposits, prepayments, bank accounts, cash, accounts receivable, unbilled work in process, prepaid insurance, bonds or other financial assets of Sellers not used in the Businesses as of the Closing Date, or any other assets specifically

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defined herein as being excluded from the sale and purchase, all of which are hereinafter collectively referred to as the "Excluded Assets".

(b)

Without limiting the foregoing, the Assets shall include the following assets, properties and rights of the Sellers:

(i)

the transport tractors, vacuum trucks, winch trucks, trailers, pump trucks, storage tanks, frac tanks, backhoes, dozers, forklifts, light plants, pumps, light vehicles, miscellaneous support trucks and tractors and other equipment described on Exhibit B hereto, together with all tools and accessories located on and used in connection with the same;

(ii)

all spare oil and gas field servicing components, tools, fittings and accessories, replacements parts and operating supplies, inventories, all shop equipment, tools, accessories and shop supply inventories, all office equipment and improvements owned by Sellers (the Assets described under Section 1.01(b) (i) and (ii) are sometimes referred to as the "Tangible Personalty");

(iii)

all licenses, permits, easements and other authorizations or grants owned by or in favor of the Sellers which are in any way used or useful in the ownership and operation of the Assets and the Businesses;

(iv)

all of the Sellers' rights under the contracts, commitments and agreements which are described on Exhibit C attached hereto and made a part hereof for all purposes (the "Contracts");

(v)

any usable and salable raw materials and supplies of the Sellers as of the Closing (the "Inventory");

(vi)

all technologies, methods, formulations, data bases, patents, trademarks (including any trademark on the name "Turbo Tank" or the design of such tank), trade secrets, know-how and other intellectual property used in the Businesses;

(vii)

all existing and assignable guaranties and warranties (express or implied), if any, issued in connection with the purchase, lease, construction, alteration, and/or repair of any real or personal property included within the Assets;

(viii)

all information, files, records, data, plans and recorded information, including supplier lists and customer lists, relating to the ownership and operation of the Businesses, provided that the Sellers shall be entitled to keep, retain and utilize copies of all corporate, accounting and tax records maintained by the Sellers;

(ix)

all right, title and interest of the Sellers in and to the names "Parker Windham, Ltd.", "PWI, Inc.," "PWI Rentals, L.P.", "PWI Construction, L.P", "PWI Disposal, L.P.", "Turbo Tank" and any other trade names used by the Sellers in the operation of the Businesses;

(x)

the Real Property;

(xi)

all goodwill of the Sellers; and

(xii)

any and all other assets of the Sellers other than the Excluded Assets.

        1.02      Purchase Price.     At the Closing, in accordance with the terms and conditions of this Agreement and in reliance on the representations, warranties and covenants of the Sellers and the Owners, the Purchaser shall purchase the Assets from the Sellers for a total purchase price (the "Purchase Price") not to exceed Twenty-Six Million Five Hundred Thousand and No/100 Dollars ($26,500,000.00), plus (i) One Million One Hundred Fifty-Four Thousand Eighty-Five and 34/100

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($1,154,085.34) to reimburse Sellers for the expansion capital expenditures made by the Sellers between February 15, 2003 and June 27, 2003, which are identified on Annex 1 hereto and (ii) such amount as is required to reimburse Sellers for any other expansion capital expenditures made by them between June 28, 2003 and the Closing Date, with Purchaser's knowledge and approval (collectively, the "Expansion Capital Reimbursement Amount"). The amount by which the Purchase Price will be increased pursuant to the provisions of (i) and (ii) above will be decreased by an amount equal to 1/60 ^th of the purchase price paid by Sellers for such equipment times the number of full months such equipment is owned by Sellers prior to Closing. The Purchaser shall pay the Sellers in immediately available funds at the Closing, the sum of Twenty-Four Million and No/100 Dollars ($24,000,000.00), plus the Expansion Capital Reimbursement Amount (as adjusted) and less (a) Five Hundred Thousand and No/100 Dollars ($500,000.00) to be placed in escrow as provided in Section 1.03 below (the Escrowed Funds), (b) the amounts allocated to the Non-Competition Agreements to be executed by the Sellers, (c) the amounts payable to the Owners, Parker Windham, Ltd. and PWI, Inc. under the Real Property Purchase Agreements ($200,000.00) and (d) the amounts, if any, paid by Purchaser to creditors of Sellers pursuant to Sellers' instructions. The amount payable by Purchaser at Closing will also be adjusted for any prorations of taxes, rents, lease payments, assumed vacation obligations and other obligations requiring proration under the terms of this Agreement. The Sellers and the Purchaser agree that they will, as a condition to Closing allocate the Purchase Price among the Assets, which allocation will be binding on them for federal income tax and all other purposes incident to this Agreement. In addition, Purchaser agrees to pay Owners up to an additional Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) (the "Earn-Out Amount") pursuant to the terms of a Contingent Earn-Out Agreement substantially in the form attached hereto as Exhibit D , with appropriate insertions. The Contingent Earn-Out Agreement will be expressly subject to a Subordination Agreement (the "Subordination Agreement") between the Owners and General Electric Capital Corporation and LaSalle Business Credit LLC (the "Senior Lenders") to which Purchaser's payments to the Owners under the Contingent Earn-Out Agreement will be subordinated to the Senior Lender.

        1.03      Escrowed Funds.     At the Closing, Sellers, Purchaser and the Escrow Agent (as defined in the Escrow Agreement) shall enter into an escrow agreement that is substantially identical in form and substance to that attached hereto as Exhibit E (the "Escrow Agreement"), pursuant to which Purchaser shall deposit a portion of the Purchase Price (the "Escrowed Funds") equal to the sum of Five Hundred Thousand and No/100 Dollars ($500,000.00) (the "Escrow Account"), to serve as a source of security for the payment of any claims asserted by Purchaser within one hundred twenty (120) days from the Closing Date (hereinafter defined) against Sellers for the breach of any of their representations, warranties and/or covenants under this Agreement and the instruments and documents executed by Sellers at Closing pursuant hereto (the "Settlement Period"). The establishment of the Escrow Account and any exercise of recourse thereon by Purchaser shall not operate or be deemed to operate to limit or restrict any other legal or equitable rights or remedies available to Purchaser for any such breach by Sellers. The Escrow Account shall be administered as set forth in Article VII of this Agreement and as otherwise provided in the Escrow Agreement.

        1.04      Assumed Contractual Liabilities.     At the Closing, the Purchaser shall assume and agree to pay, discharge or perform, as appropriate, all liabilities and obligations of the Sellers arising following the Closing Date under only those Contracts specifically described on attached Exhibit C ; provided the Sellers obtain and deliver at or before Closing any requisite consents to assignment to and assumption of such Contracts by the Purchaser (collectively, the "Assumed Contractual Liabilities").

        1.05      Liabilities Not Assumed.     Except for the Assumed Contractual Liabilities and the Assumed Environmental Liabilities (hereinafter defined), the Purchaser does not assume or agree hereunder to pay, perform or discharge any debt, obligation, tax or liability, known or unknown, contingent or otherwise, of the Sellers of any kind or nature whatsoever. Without limiting the foregoing, in no event

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shall the Purchaser assume or incur any liability or obligation under this Agreement or otherwise in respect of any of the following:

(a)

any claim for injury to person or property, regardless of when made or asserted, which arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by the Sellers or alleged to have been made by the Sellers, or, except for the Assumed Environmental Liabilities, which is imposed or asserted to be imposed by operation of law, in connection with any service performed or product sold or leased by or on behalf of the Sellers or arising from any actions or inactions of the Sellers or any events occurring prior to the Closing Date;

(b)

any federal, state or local income or other tax payable with respect to the Businesses, Assets, properties or operations of the Sellers or any member of any affiliated group of which the Sellers' are a member or incident to or arising as a consequence of the negotiation or consummation by the Sellers of this Agreement and the transaction contemplated hereby, save and except: (i) any applicable property taxes for the calendar year 2003 which will be prorated by the parties as of the Closing Date with an appropriate credit to the Purchaser at the Closing, and (ii) any sales or transfer taxes resulting from the consummation of this transaction, which will be the responsibility of the Purchaser;

(c)

except for the Assumed Environmental Liabilities, any liability or obligation arising prior to the Closing Date under any law, ordinance or governmental or regulatory rule or regulation, whether federal, state or local, to which the Sellers or Sellers' business operations, assets or properties are subject relating to pollution or protection of the environment;

(d)

any liability or obligation arising prior to or as a result of the Closing to any employees, agents or independent contractors of the Sellers, whether or not employed by the Purchaser after the Closing Date, or under any benefit arrangement with respect thereto, including any obligations of the Sellers under any defined benefit plan, employee benefit plan or severance plan; and

(e)

any liability or obligation of the Sellers incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby, including fees and expenses of counsel, accountants and other professionals.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLERS
AND THE OWNERS

        The Sellers and the Owners hereby, jointly and severally, represent, warrant and covenant to and with the Purchaser as follows:

        2.01      Existence and Good Standing; No Subsidiaries.     Parker Windham, PWI Rentals, PWI Construction and PWI Disposal are each limited partnerships organized, validly existing and in good standing under the laws of the State of Texas. PWI is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas. Each Seller has all requisite power and authority to carry on the Businesses now being conducted by such Seller. Each Seller is in good standing and is duly qualified to do business in all jurisdictions where the character of its properties or assets or the nature of its activities makes such qualification necessary. No Seller has any subsidiaries. The Owners are residents of the State of Texas.

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        2.02      Authority; Enforceability.     The Sellers each have full power, authority and legal right to enter into this Agreement and to consummate the transactions provided for herein. The Owners are each above the age of eighteen (18) years and have the legal capacity and requisite power and authority to enter into and perform their obligations under this Agreement. All actions on the part of each of the Sellers and the Owners necessary to consummate the transaction contemplated by this Agreement and the Real Estate Purchase Agreements have been duly taken as required by applicable law and any applicable agreements. This Agreement has been, and the other agreements, documents and instruments required to be delivered by the Sellers or the Owners in accordance with the provisions hereof (including, specifically, the Real Property Purchase Agreements) have been or will be, duly executed and delivered by the Sellers and the Owners and constitute (or will at Closing constitute) the valid and binding obligations of each of the Sellers and each of the Owners, enforceable against each of the Sellers and the Owners in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to or limiting creditors' rights or by legal principles of general applicability governing the availability of equitable remedies.

        2.03      Absence of Violation or Conflicts.     The execution, delivery and performance of the transactions contemplated by this Agreement and the Real Property Purchase Agreements by the Sellers and the Owners do not and will not (a) violate, conflict with or result in the breach of any term, condition or provision of, or require the consent of any other person under, (i) any law, ordinance or governmental rule or regulation known to the Sellers or the Owners and to which the Sellers or the Owners, the Assets or the Businesses are subject, (ii) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is known to the Sellers or the Owners and which is applicable to any of the Sellers or the Owners, the Assets or the Businesses, (iii) the governing documents of or any securities issued by the Sellers, or (iv) any mortgage, indenture or other instrument, document or understanding, oral or written, to which any of the Sellers or the Owners are a party, by which any of the Sellers or the Owners may have rights or by which any of the Assets or the Businesses may be bound or affected, and (b) give any party with rights thereunder the right to terminate, modify, accelerate or otherwise change the existing rights or obligations of the Sellers thereunder. Except for certain consents to assignment to be obtained on a post-Closing basis, as set forth in Section 2.13, no authorization, approval or consent of, and no registration or filing with any governmental or regulatory official, body or authority is required in connection with the execution, delivery or performance of this Agreement by the Sellers or the Owners.

        2.04      Title to Assets.     The Sellers have (or will have at Closing) good, indefeasible and marketable title to all of their properties and assets which are included in the Assets, specifically including, without limitation, the Real Property, the Tangible Personalty and the Inventory, free and clear of all mortgages, liens, pledges, security interests, charges, claims, rights of first refusals, options, restrictions or conditions to transfer or assignment, liabilities, obligations and other encumbrances and defects of title of any nature whatsoever (collectively referred to as "Encumbrances"), except for liens for current ad valorem or similar taxes which are not yet due and payable (collectively, the "Permitted Encumbrances"). Each of the Sellers has the absolute right to sell the Assets to the Purchaser, and upon the consummation of the transaction contemplated hereby, the Purchaser will have good and marketable title to the Assets, free and clear of any encumbrances.

        2.05      Contracts.     All Contracts (including lease agreements) to be assumed by the Purchaser at the Closing are described on attached Exhibit C and the Sellers and the Owners have provided or made available to the Purchaser true, correct and complete copies of all such Contracts, including any amendments or supplements thereto. To the best of the Sellers' and the Owners' knowledge, after reasonable investigation, neither the Sellers or the Owners are in default (nor is there any event which with notice or lapse of time or both would constitute a default) under any such Contract. Except as contemplated by Section 2.13, no consents or approvals of any person other than the Sellers and the

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Owners are necessary to sell, assign, convey, transfer and deliver any and all rights and interest in and to the Contracts to the Purchaser. There are no agreements with third parties, either written or verbal, that are material or necessary to the operation of the Businesses other than the Contracts.

        2.06      Condition of the Assets.     To the best of the Sellers' and the Owners' knowledge after reasonable investigation, the equipment and other tangible property comprising any portion of the Assets are structurally sound and in good repair and operating condition, normal wear and tear excluded. Except for the Excluded Assets, the Assets constitute all property, assets and contractual rights necessary for the conduct of the Businesses as presently conducted. All of the Assets conform to all applicable laws governing their use. No notice of any violation of any law, statute, ordinance regulation has been received by the Sellers or the Owners, nor, to the knowledge of any of the Sellers, is there any basis for any of the foregoing.

        2.07      Trade Secrets and Customer Lists.     The Sellers have the right to use, free and clear of any claims or rights of others, all trade secrets, customer lists and proprietary information required for the conduct of the Businesses. The Sellers are not using or in any way making use of any confidential information or trade secrets of any third party, including, without limitation, any past or present employee of either of the Sellers.

        2.08      Suppliers and Customers.     The Sellers and the Owners have no knowledge that any of the Sellers' suppliers or customers expect or intend to materially reduce their business with the Businesses.

        2.09      Compliance with Law; Authorizations.     To the best of Sellers' and Owners' knowledge after reasonable investigation, the Sellers have complied with each (and are not in violation of any), law, ordinance or governmental or regulatory rule or regulation, whether federal, state, local or foreign, known to the Sellers and to which the Sellers and Sellers' Businesses, operations, assets and properties are subject ("Regulations"). The Sellers own, hold, possess or lawfully uses in the operation of the Assets and the Businesses all licenses, permits, patents, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are known to the Sellers or the Owners and which are in any manner necessary for such ownership and use by the Sellers, free and clear of all liens, charges, restrictions and Encumbrances and, to the best of the Sellers' and the Owners' knowledge after reasonable investigation, in compliance with all Regulations. To the best of the Sellers' and the Owners' knowledge after reasonable investigation, the Sellers are not in material default, nor have they received any notice of any claim of default, with respect to any such Authorization.

        2.10      Litigation.     Except for litigation which has been initiated by Sellers in an attempt to collect accounts receivable owed to Sellers (all of which litigation, together with the claims underlying the same will be retained by Sellers) and except as disclosed on Schedule 2.10 , no litigation, including any arbitration, investigation or other proceeding of or before any court, arbitrator or governmental or regulatory official, body or authority, is pending in which the Sellers are a party and in which the Sellers or the Owners have been served with process or otherwise notified or, to the knowledge of the Sellers or the Owners after reasonable investigation, threatened against the Sellers or the Owners which relate to the Assets, the Businesses or the transactions contemplated by this Agreement, nor do the Sellers or the Owners know of any reasonably likely basis for any such litigation, arbitration, investigation or proceeding, the result of which could materially adversely affect the Assets, the Businesses or the transaction contemplated hereby. The Sellers and the Owners are neither a party to nor subject to the provisions of any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which may materially adversely affect the Sellers, the Assets, the Businesses or the transactions contemplated hereby.

        2.11      Environmental Matters.     

        (a)   To the best knowledge of the Sellers and the Owners after reasonable investigation, the Assets are in compliance with all federal, state and local laws and regulations relating to pollution

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or protection of the environment (collectively, "Environmental Laws"), including, without limitation, Environmental Laws governing emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes into the environment. To the best knowledge of the Sellers and the Owners after reasonable investigation, the Sellers have obtained all permits, licenses and other authorizations that are required under Environmental Laws with respect to the operation of the Assets and the conduct of the Businesses and is in compliance therewith.

        (b)   There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice or demand letter, notice of violation, investigation or proceeding pending in which any of the Sellers is a party and in which any of the Sellers has been served with process or otherwise notified or, to the knowledge of any of the Sellers or the Owners, threatened against the Sellers based upon any violation or alleged violation of any Environmental Laws.

        (c)   The Sellers and Owners will, at least ten (10) days prior to the Closing Date, deliver to Purchaser Phase I Environmental Assessments covering the Real Properties and the leased real properties at Beaumont, Dayton, Ganado, Refugio, Groesbeck, Van Vleck, and Hallettsville, Texas, all of which properties are utilized by Sellers in the operation of their Businesses. The Sellers and the Owners agree to cooperate reasonably with the Purchaser in connection with the Purchaser's application for the transfer, renewal or issuance of any permits, licenses, approvals or other authorizations or to satisfy any regulatory requirements involving the transfer of the Businesses to the Purchaser.

        2.12      Tax and Other Returns and Reports.     Neither the Sellers or the Owners have received any notice of assessment or proposed assessment in connection with any of the Assets or the Businesses and, to the knowledge of the Sellers or the Owners, there are no pending tax examinations or tax claims asserted against any of the Assets or the Businesses. There are no tax liens (other than any lien for current ad valorem taxes not yet due and payable) on any of the Assets or the Businesses.

        2.13      Consents.     Except for governmental consents routinely obtained on a post closing basis, the Sellers or the Owners are not aware of any consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority or any other person on the part of the Sellers which is required in connection with the completion of the transactions contemplated by this Agreement and the operation by the Purchaser of the Businesses in the manner in which they are currently conducted. The Sellers and the Owners agree that they will utilize their best efforts to obtain any governmental consents within thirty (30) days following Closing. If the Sellers and the Owners, notwithstanding such best efforts, shall fail to obtain such consents within that time period, the Purchaser, at its option, may reassign the applicable leases, contracts or other rights for which consent was not obtained to the Sellers, whereupon the Sellers will immediately refund to the Purchaser that portion of the Purchase Price allocated thereto on the allocation schedule required under Section 1.02 above or such other amount as the parties may agree upon to the Purchaser. No such reassignment and reimbursement will in any way operate to negate, diminish or alter the obligations of the Owners or the Sellers under their respective Non-Competition Agreements (hereinafter defined).

        2.14      Financial Matters.     

        (a)     Financial Statements .    Each Seller has previously furnished to the Purchaser internally prepared Balance Sheets of such Seller for the period ended May 31, 2003, together with internally prepared Statements of Income for the twelve month periods ended December 31, 2001 and December 31, 2002 and for the pe