AMENDMENT AND CONSENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

EXECUTION VERSION

AMENDMENT AND CONSENT NO. 1 TO FOURTH AMENDED AND RESTATED
CREDIT AGREEMENT

          AMENDMENT AND CONSENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “ Amendment ”) dated as of May 4, 2009, among BASIC ENERGY SERVICES, INC., a Delaware corporation (the “ Borrower ”), the Subsidiary Guarantors party hereto, the Lenders party hereto, UBS LOAN FINANCE LLC, as swingline lender (in such capacity, the “ Swingline Lender ”), UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, the “ Issuing Bank ”), as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lenders and as collateral agent (in such capacity, the “ Collateral Agent ”) for the Secured Parties, the Issuing Bank and the Swingline Lender, and UBS Securities LLC, as sole lead arranger.

PRELIMINARY STATEMENTS

          (1) WHEREAS, Borrower is party to that certain Fourth Amended and Restated Credit Agreement dated as of February 6, 2007 (as amended, amended and restated, supplemented or otherwise modified up to the date hereof, the “ Credit Agreement ”; capitalized terms used herein but not defined shall be used herein as defined in the Credit Agreement) among the Subsidiary Guarantors, the Lenders, the other financial institutions party thereto, the Issuing Bank, the Swingline Lender, the Administrative Agent and the Collateral Agent;

          (2) WHEREAS, Borrower has requested and certain Revolving Lenders (the “ Extending Lenders ”) have agreed to classify their Revolving Commitments as Tranche B Revolving Commitments resulting in the extension of the maturity date for such Revolving Commitments;

          (3) WHEREAS, the other Revolving Lenders (other than the Extending Lenders) will be deemed to have Tranche A Revolving Commitments;

          (4) WHEREAS, Borrower has requested that the Lenders agree to amend the Credit Agreement as set forth herein;

          (5) WHEREAS, the Lenders party hereto have agreed, subject to the terms and conditions hereinafter set forth, to amend the Credit Agreement in certain respects as set forth below;

          (6) WHEREAS, Borrower desires to organize two new Subsidiaries, Basic Energy Services International, LLC (“ BES International ”) and Basic Energy Services de Mexico, S. de R. L. (“ BES Mexico ”), for the purpose of conducting operations in Mexico as further described herein;

          (7) WHEREAS, the Lenders party hereto have consented, subject to the terms and conditions hereinafter set forth, to the creation of BES International and BES Mexico.

          NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and receipt of all of which is hereby acknowledged, the parties hereto hereby agree as follows:

          SECTION 1. Amendments to the Credit Agreement . The Credit Agreement is, effective as of the Amendment No. 1 to ARCA Effective Date (as defined herein) and subject to the satisfaction of the conditions precedent set forth in Section 3 , hereby amended as follows:

          (a)  Section 1.01 is amended as follows:

               (i) The following definitions shall be added in appropriate alphabetical order to read as follows:

“ Amendment No. 1 to ARCA ” means Amendment No. 1 to this Agreement, dated as of May 4, 2009, among Borrower, the Subsidiary Guarantors, the Lenders party thereto, the Issuing Bank, the Swingline Lender, the Administrative Agent and the Collateral Agent.

“ Amendment No. 1 to ARCA Effective Date ” shall mean the date that Amendment No. 1 to ARCA becomes effective in accordance with Section 3 of Amendment No. 1 to ARCA.

“ Defaulting Lender ” shall mean any Revolving Lender, as reasonably determined by the Administrative Agent, that (a) has failed to fund any portion of its Loans or participations in Letters of Credit or Swingline Loans required to be funded by it hereunder within three Business Days of the date required to be funded by it hereunder, (b) has notified the Administrative Agent, the Issuing Bank, the Swingline Lender, any Lender and/or Borrower in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit, where such intention not to comply under such other agreement is not the subject of a good faith dispute, (c) has failed, within three Business Days after request by the Administrative Agent, to comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans, (d) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, or (e) in the case of a Revolving Lender that has a Commitment, LC Exposure or Swingline Exposure outstanding at such time, shall take, or is the Subsidiary of any person that has taken, any action or be (or is) the subject of any action or proceeding of a type described in Section 8.01(g) or (h) (or any comparable proceeding initiated by a regulatory authority having jurisdiction over such Revolving Lender or such person).

“ London Business Day ” shall mean any day on which banks are generally open for dealings in dollar deposits in the London interbank market.

“ Tranche A Revolving Commitment ” shall mean, with respect to each Tranche A Revolving Lender, the commitment, if any, of such Revolving Lender to make Tranche A Revolving Loans hereunder up to the amount set forth on Schedule I to the Lender Addendum executed and delivered by such Revolving Lender, in the Assignment and Acceptance pursuant to which such Revolving Lender assumed its Tranche A Revolving Commitment or in Schedule 1 to the Confidential Lender Authorization executed and delivered by such Revolving Lender, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Revolving Lender pursuant to Section 11.04 .

“ Tranche A Revolving Exposure ” shall mean, with respect to any Tranche A Revolving Lender at any time, the aggregate principal amount at such time of all outstanding Tranche A Revolving Loans of such Revolving Lender, plus the aggregate amount at such time of such Revolving Lender’s LC Exposure, plus the aggregate amount at such time of such Revolving Lender’s Swingline Exposure.

“ Tranche A Revolving Facility ” shall mean, at any time, the aggregate amount of the Tranche A Revolving Lenders’ Tranche A Revolving Commitments.

“ Tranche A Revolving Lender ” shall mean a Revolving Lender with a Tranche A Revolving Commitment.

“ Tranche A Revolving Loan ” shall mean a loan made by a Tranche A Revolving Lender to Borrower pursuant to Section 2.01 .

“Tranche A Revolving Maturity Date” shall mean December 15, 2010 or, if such day is not a Business Day, the immediately preceding Business Day.

“ Tranche B Revolving Commitment ” shall mean, with respect to each Tranche B Revolving Lender, the commitment, if any, of such Revolving Lender to make Tranche B Revolving Loans hereunder up to the amount set forth on Schedule I to the Lender Addendum executed and delivered by such Revolving Lender, in the Assignment and Acceptance pursuant to which such Revolving Lender assumed its Tranche B Revolving Commitment, in Schedule 1 to the Confidential Lender Authorization executed and delivered by such Revolving Lender or in an Increase Joinder pursuant to Section 2.22 , as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 11.04 or in an Increase Joinder pursuant to Section 2.22 .

“ Tranche B Revolving Exposure ” shall mean, with respect to any Tranche B Revolving Lender at any time, the aggregate principal amount at such time of all outstanding Tranche B Revolving Loans of such Revolving Lender, plus the aggregate amount at such time of such Revolving Lender’s LC Exposure, plus the aggregate amount at such time of such Revolving Lender’s Swingline Exposure.

“ Tranche B Revolving Facility ” shall mean, at any time, the aggregate amount of the Tranche B Revolving Lenders’ Tranche B Revolving Commitments.

“ Tranche B Revolving Lender ” shall mean a Revolving Lender with a Tranche B Revolving Commitment (including any Tranche B Incremental Revolving Lender).

“ Tranche B Revolving Loan ” shall mean a loan made by a Tranche B Revolving Lender to Borrower pursuant to Section 2.01 .

“Tranche B Revolving Maturity Date” shall mean January 31, 2012 or, if such day is not a Business Day, the immediately preceding Business Day.

“ Tranche B Usage ” has the meaning set forth in the definition of “Letter of Credit Expiration Date.”

               (ii) The definition of “ Alternate Base Rate ” is amended by:

     (A) deleting the phrase “rate per annum” and replacing it with the phrase “fluctuating rate per annum”,

     (B) deleting the word “greater” and replacing it with the word “greatest” in the first sentence of such definition,

     (C) deleting the word “and” at the end of clause (a) and inserting “,”, and

     (D) inserting, at the end of the first sentence of such definition, the phrase “and (c) the Adjusted LIBOR Rate for an Interest Period of one-month beginning on such day (or if such day is not a Business Day, on the immediately preceding Business Day) plus 100 basis points”.

               (iii) The definition of “ Applicable Fee ” is amended and restated in its entirety to read as follows:

““ Applicable Fee ” shall mean, for any day, with respect to (i) any Tranche A Revolving Commitment, the applicable percentage set forth in Annex I under the caption “Tranche A Applicable Fee” and (ii) any Tranche B Revolving Commitment, 1.00% per annum.”

               (iv) The definition of “ Applicable Margin ” is amended and restated in its entirety to read as follows:

““ Applicable Margin ” shall mean, for any day, with respect to (i) any Tranche A Revolving Loan, the applicable percentage set forth under the heading “Tranche A Revolving Commitments” of Annex I under the caption “Tranche A Revolving Loans” and (ii) any Tranche B Revolving Loan, (A) from the Amendment No. 1 to ARCA Effective Date until the six month anniversary of the Amendment No. 1 to ARCA Effective Date, the applicable percentage set forth under Level B2 un-

der the heading “Tranche B Revolving Commitments” of Annex I and (B) thereafter, the applicable percentage set forth under the heading “Tranche B Revolving Commitments” of Annex I under the caption “Tranche B Revolving Loans”.”

               (v) The definition of “ Letter of Credit Expiration Date ” is amended and restated in its entirety to read as follows:

““ Letter of Credit Expiration Date ” shall mean the date which is fifteen Business Days prior to the Tranche A Revolving Maturity Date; provided that the Letter of Credit Expiration Date with respect to any Letter of Credit will be the date which is fifteen Business Days prior to the Tranche B Revolving Maturity Date if (i) the date of issuance of such Letter of Credit is following the Tranche A Revolving Maturity Date or (ii) on the date of issuance of such Letter of Credit, the sum of (x) the face amount of such Letter of Credit plus (y) the aggregate LC Exposure in respect of all other Letters of Credit with expiration dates after the date which is fifteen Business Days prior to the Tranche A Revolving Maturity Date plus (z) the aggregate outstanding principal amount of Tranche B Revolving Loans (the sum of clauses (x) , (y) and (z) , the “ Tranche B Usage ”) does not exceed the aggregate amount of Tranche B Revolving Commitments on the date of issuance.”;

               (vi) The definition of “ LIBOR Rate ” is amended by:

          (A) inserting the word “London” before the two instances of the word “Business” in such definition,

          (B) inserting, between the first sentence and second sentence, the following sentence “Notwithstanding the foregoing, for purposes of clause (c) of the definition of Alternate Base Rate, the rates referred to above shall be the rates as of 11:00 a.m., London, England time, on the date of determination (rather than the second London Business Day preceding the date of determination).”, and

          (C) deleting the phrase “Page 3750 on the Telerate System Incorporated Service” and replacing it with the phrase “Reuters Screen LIBOR01 Page”.

               (vii) The definition of “ Non-Cash Interest Expense ” is amended by deleting the phrase “Revolving Maturity Date” and replacing it with the phrase “Tranche B Revolving Maturity Date”;

               (viii) The definition of “ Revolving Availability Period ” is amended and restated in its entirety to read as follows:

““ Revolving Availability Period ” shall mean (i) with respect to the Tranche A Revolving Facility, the period from and including the Closing Date to but excluding the earlier of the Business Day preceding the Tranche A Revolving Maturity Date and the date of termination of the Tranche A Revolving Commitments and (ii) with respect to the Tranche B Revolving Facility, the period from and including the Amendment No. 1 to ARCA Effective Date to but excluding the earlier of

the Business Day preceding the Tranche B Revolving Maturity Date and the date of termination of the Tranche B Revolving Commitments.”;

               (ix) The definition of “ Revolving Commitment ” is amended and restated in its entirety to read as follows:

““ Revolving Commitment ” shall mean the Tranche A Revolving Commitments and the Tranche B Revolving Commitments.”;

               (x) The definition of “ Revolving Exposure ” is amended and restated in its entirety to read as follows:

““ Revolving Exposure ” shall mean (i) with respect to any Tranche A Revolving Lender, the Tranche A Revolving Exposure and (ii) with respect to any Tranche B Revolving Lender, the Tranche B Revolving Exposure.”;

               (xi) The definition of “ Revolving Lender ” is amended and restated in its entirety to read as follows:

““ Revolving Lenders ” shall mean the Tranche A Revolving Lenders and the Tranche B Revolving Lenders.”;

               (xii) The definition of “ Revolving Loan ” is amended and restated in its entirety to read as follows:

““ Revolving Loans ” shall mean the Tranche A Revolving Loans and the Tranche B Revolving Loans.”;

               (xiii) The definition of “ Revolving Maturity Date ” is amended and restated in its entirety to read as follows:

““ Revolving Maturity Date ” shall mean, as applicable, (i) with respect to the Tranche A Revolving Facility, the Tranche A Revolving Maturity Date and (ii) with respect to the Tranche B Revolving Facility, the Tranche B Revolving Maturity Date.”;

          (b)  Section 2.01 is amended and restated in its entirety to read as follows:

“ Section 2.01 Commitments . Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each (i) Tranche A Revolving Lender agrees, severally and not jointly, to make loans (each a “ Tranche A Revolving Loan ”) to Borrower, at any time and from time to time on or after the Fourth Amendment and Restatement Effective Date until the earlier of the Business Day preceding the Tranche A Revolving Maturity Date and the termination of the Tranche A Revolving Commitment of such Revolving Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Tranche A Revolving Commitment and (ii) Tranche B Revolving

Lender agrees, severally and not jointly, to make loans (each a “ Tranche B Revolving Loan ”) to Borrower, at any time and from time to time on or after the Amendment No. 1 to ARCA Effective Date until the earlier of the Business Day preceding the Tranche B Revolving Maturity Date and the termination of the Tranche B Revolving Commitment of such Revolving Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Revolving Lender’s Revolving Exposure exceeding such Revolving Lender’s Tranche B Revolving Commitment. Within the limits set forth in this Section 2.01 and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow Revolving Loans. No Borrowing may be made if after giving effect to such Borrowing Tranche B Usage would exceed the Tranche B Revolving Commitments.”

          (c)  Section 2.02(a) is amended by inserting, after the word “Commitments” in the first sentence of such Section, the following:

“(for the avoidance of doubt, all Borrowings prior to the Tranche A Revolving Maturity Date shall be made, and deemed to be made, ratably between the Tranche A Revolving Facility and Tranche B Revolving Facility)”;

          (d)  Section 2.02 is amended by inserting the following clauses (f) and (g) at the end thereof:

“(f) Any “Revolving Loans” outstanding on the Amendment No. 1 to ARCA Effective Date shall be continued as Revolving Loans hereunder; provided that after giving effect to Amendment No. 1 to ARCA, (x) each Tranche A Revolving Lender will be deemed to be holding such Loans as “Tranche A Revolving Loans” and (y) each Tranche B Revolving Lender will be deemed to be holding such Loans as “Tranche B Revolving Loans.”

(g) Following the Amendment No. 1 to ARCA Effective Date, with the consent of Borrower any Tranche A Revolving Lender may elect to have all (but not less than all) its Tranche A Revolving Commitment deemed to be a Tranche B Revolving Commitment on any date (each date, a “ Designation Date ”) prior to the Tranche A Revolving Maturity Date; provided that such Revolving Lender shall have provided written notice to Borrower and the Administrative Agent at least 10 Business Days’ prior to such Designation Date (or such shorter period as the Administrative Agent may agree in its discretion). Following a Designation Date, any Revolving Loans held by such Revolving Lender will be deemed to be “Tranche B Revolving Loans.”

(e) Section 2.04(a) is amended and restated in its entirety to read as follows:

“(a) Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Tranche A Revolving Lender, the then unpaid principal amount of each Tranche A Revolving Loan of such Lender on the Tranche A Revolving Maturity Date, (ii) to the Administrative Agent for the account of each

Tranche B Revolving Lender, the then unpaid principal amount of each Tranche B Revolving Loan of such Lender on the Tranche B Revolving Maturity Date and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Tranche B Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested.”

(f) Section 2.05(a) is amended and restated in its entirety to read as follows:

“(a) Commitment Fee . Borrower shall pay to the Administrative Agent a commitment fee (a “ Commitment Fee ”) (i) for the account of each Tranche A Revolving Lender, ratably in proportion to their Tranche A Revolving Commitments, equal to the Applicable Fee per annum for Tranche A Revolving Commitments on the average daily unused amount of each Tranche A Revolving Commitment of such Lender during the period from and including the Closing Date to but excluding the date on which such Tranche A Revolving Commitment terminates and (ii) for the account of each Tranche B Revolving Lender, ratably in proportion to their Tranche B Revolving Commitments, equal to (x) during the period prior to and excluding the Amendment No. 1 to ARCA Effective Date, the Applicable Fee per annum for Tranche A Revolving Commitments and (y) during the period from and including the Amendment No. 1 to ARCA Effective Date to but excluding the date on which such Tranche B Revolving Commitment terminates, the Applicable Fee per annum for Tranche B Revolving Commitments, in each case, on the average daily unused amount of each Tranche B Revolving Commitment of such Lender. Accrued Commitment Fees shall be payable in arrears on (i) the last day of March, June, September and December of each year, (ii) with respect to Tranche A Revolving Commitments, the Tranche A Revolving Maturity Date and (iii) with respect to Tranche B Revolving Commitments, the Tranche B Revolving Maturity Date, in each case commencing on the first such date to occur after the date hereof. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing Commitment Fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose).”;

(g) Section 2.05(c) is amended and restated in its entirety to read as follows:

“(c) LC and Fronting Fees . Borrower shall pay (i) to the Administrative Agent a participation fee (“ LC Participation Fee ”) for the account of each (A) Tranche A Revolving Lender with respect to its participations in Letters of Credit, which shall accrue at a rate equal to the Applicable Margin for Tranche A Revolving Loans from time to time used to determine the interest rate on Eurodollar Re-

volving Loans pursuant to Section 2.06 on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Tranche A Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (B) Tranche B Revolving Lender with respect to its participations in Letters of Credit, which shall accrue at a rate equal to the Applicable Margin for Tranche B Revolving Loans from time to time used to determine the interest rate on Eurodollar Revolving Loans pursuant to Section 2.06 on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Tranche B Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the Issuing Bank a fronting fee (“ Fronting Fee ”), which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Closing Date to but excluding the later of the date of termination of the Tranche B Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. LC Participation Fees and Fronting Fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the dates on which (x) the Tranche A Revolving Commitments terminate and (y) the Tranche B Revolving Commitments terminate and any such fees accruing after the date on which the Tranche B Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All LC Participation Fees and Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).”;

(h) Section 2.06 is amended as follows:

               (i)  Section 2.06(d) is amended by deleting the phrase “Revolving Commitments” and replacing it with the phrase “Tranche A Revolving Commitments or Tranche B Revolving Commitments, as applicable,”

               (ii)  Section 2.06(d) is amended by deleting the phrase “Revolving Availability Period” and replacing it with the phrase “applicable Revolving Availability Period”;

          (i)  Section 2.07(a) is amended and restated in its entirety to read as follows:

“(a) The Original Revolving Commitments terminated on the Fourth Amendment and Restatement Effective Date. The Tranche A Revolving Commitments

shall automatically terminate on the Tranche A Revolving Maturity Date. The Tranche B Revolving Commitments and the Swingline Commitment shall automatically terminate on the Tranche B Revolving Maturity Date and the LC Commitment shall automatically terminate on the date that is fifteen Business Days prior to the Tranche B Revolving Maturity Date.”;

          (j)  Section 2.11 is amended by deleting clauses (i) and (ii) of such section and replacing them with the following clauses:

“(i) any Eurodollar Revolving Borrowing requested to be made on the first day of such Interest Period shall be made as an ABR Revolving Loan, (ii) any Borrowing that were to have been converted on the first day of such Interest Period to a Eurodollar Revolving Borrowing shall be continued as an ABR Revolving Loan and (iii) any outstanding Eurodollar Revolving Borrowing shall be converted, on the last day of the then-current Interest Period, to an ABR Revolving Loan.”;

          (k)  Section 2.14(e) is deleted in its entirety;

          (l)  Section 2.17(a) is amended by deleting the phrase “during the Revolving Availability Period” and replacing it with the phrase “until the Tranche B Revolving Maturity Date”;

          (m)  Section 2.18(a) is amended by deleting the phrase “during the Revolving Availability Period” and replacing it with the phrase “until the Tranche B Revolving Maturity Date”;

          (n)  Section 2.18(b)(iii) is amended by deleting the phrase “15 days prior to the Revolving Maturity Date” and replacing it with the phrase “of the Letter of Credit Expiration Date”;

          (o)  Section 2.18(d) is amended by inserting, immediately following the last sentence of such Section, the following:

“For the avoidance of doubt, upon the Tranche A Revolving Maturity Date, the aggregate amount of participations in Letters of Credit held by Tranche A Revolving Lenders shall be deemed to be reallocated to the Tranche B Revolving Lenders so that participation of the Tranche B Revolving Lenders in outstanding Letters of Credit shall be in proportion to their respective Tranche B Revolving Commitments; provided , however , there shall be no such reallocation of participations in Letters to Credit to Tranche B Revolving Lenders in the event the maturity of the Loans has been accelerated on or prior to the Tranche A Revolving Maturity Date.”;

          (p)  Section 2.18(h) is amended by deleting the phrase “but excluding the date that Borrower reimburses such LC Disbursement, at the rate per annum set forth in Section 2.06(c) ” and replacing it with the phrase “and including the date that Borrower is required to reimburse such LC Disbursement under the first paragraph of Section 2.18(e) , at the interest rate then in effect for ABR Revolving Loans, and thereafter, at the rate per annum determined pur-

suant to Section 2.06(c) until (but excluding) the date that Borrower reimburses such LC Disbursement”;

          (q)  Section 2.18(k) is amended by deleting the second sentence and replacing it with the sentences “Any Revolving Lender designated as an issuing bank pursuant to this paragraph (k) shall have all the rights and obligations of the Issuing Bank under the Loan Documents with respect to Letters of Credit issued or to be issued by it, and all references in the Loan Documents to the term “Issuing Bank” shall, with respect to such Letters of Credit, be deemed to refer to such Revolving Lender in its capacity as the Issuing Bank, as the context shall require. The Administrative Agent shall notify the Lenders of any such additional Issuing Bank. If at any time there is more than one Issuing Bank hereunder, Borrower may, in its discret