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                                  United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported)
                                DECEMBER 16, 2005


                          BLACK WARRIOR WIRELINE CORP.
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             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                   <C>                                  <C>
DELAWARE                                              0-18754                              11-2904094
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(State or other jurisdiction                          (Commission File Number)             (IRS Employer
of incorporation)                                                                    Identification No.)
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                 100 ROSECREST LANE, COLUMBUS, MISSISSIPPI 39701
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                    (Address of principal executive offices)


       Registrant's telephone number, including area code: (662) 329-1047


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          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act
     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act

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SECTION 1.        REGISTRANT'S BUSINESS AND OPERATIONS.

ITEM 1.01.        ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         Bobcat Acquisition. On December 16, 2005, we completed the purchase,
pursuant to a purchase agreement dated that date (the "Purchase Agreement") of
the outstanding equity of Bobcat Pressure Control, Inc. and Bobby Joe Cudd
Company. Prior to entering into the Purchase Agreement, there was no material
relationship among the parties. The terms and conditions of the Purchase
Agreement appear in Section 2, Item 2.01 below and are incorporated into this
Item by reference.


         Second Amended and Restated Credit Agreement with GECC. On December 16,
2005, we entered into a Second Amended and Restated Credit Agreement (the
"Amended and Restated Credit Agreement") with General Electric Capital
Corporation, as lender and agent for lenders ("GECC"), providing for a term loan
and revolving and capital expenditure credit facilities in an aggregate amount
of $50.0 million. Prior to entering into the Amended and Restated Credit
Agreement, there was no material relationship among the parties other than the
Amended and Restated Credit Agreement between GECC and us dated November 14,
2004. The terms and conditions of the Amended and Restated Credit Agreement
appear in Section 2, Item 2.03 below and are incorporated into this Item by
reference.


         Second Lien Credit Agreement with GECC. On December 16, 2005, we
entered into a Second Lien Credit Agreement (the "Second Lien Credit Agreement")
with GECC, providing for a term loan in the amount of $25.0 million. Prior to
entering into the Second Lien Credit Agreement, there was no material
relationship among the parties other than the Amended and Restated Credit
Agreement between GECC and us dated November 14, 2004. The terms and conditions
of the Amended and Restated Credit Agreement appear in Section 2, Item 2.03
below and are incorporated into this Item by reference.


         Amendment to Extended and Restated Employment Agreement with William L.
Jenkins. In connection with and as a condition to entering into the Amended and
Restated Credit Agreement and the Second Lien Credit Agreement with GECC, we
entered into an amendment to the employment agreement between our company and
our President, William L. Jenkins. The amendment was entered into as a result of
the "Change of Control" (as defined in Mr. Jenkins' Extended and Restated
Employment Agreement) resulting from the designation of Overcup Capital, L.L.C.
as the general partner of St. James Capital Partners, L.P. by the limited
partners of St. James Capital Partners, L.P. in place of St. James Capital Corp.
Mr. Jenkin's Extended and Restated Employment Agreement with us provides, among
other provisions, that in the event St. James Capital Corp. ceases to be the
general partner, managing


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partner or otherwise in control of St. James Capital Partners, L.P. a "Change of
Control" of our company shall have occurred. Accordingly, under the terms of the
Extended and Restated Employment Agreement and its definition of "Change of
Control," we were to execute a termination of Mr. Jenkin's Extended and Restated
Employment Agreement and pay to Mr. Jenkins the sum of three times the total
compensation paid to Mr. Jenkins during the twelve (12) months preceding such
"Change of Control".

         The amendment we entered into with Mr. Jenkins on December 16, 2005
extended the term of Mr. Jenkins' employment agreement to April 1, 2009 from
January 1, 2008. In addition, we agreed with Mr. Jenkins that a "Change of
Control" had occurred with the designation of Overcup Capital, L.L.C. as the
general partner of St. James Capital Partners, L.P. in place of St. James
Capital Corp. and that the payment owing to Mr. Jenkins would be paid within
three days of demand by Mr. Jenkins provided, however, Mr. Jenkins agreed that
he would not make such a demand before January 1, 2006 and that in the event of
his death, the demand could be made by his estate or personal representative.
Accordingly, under the terms of the amendment, upon Mr. Jenkins' demand made any
time on or after January 1, 2006, we will be required to pay to Mr. Jenkins
approximately $1.5 million under the "Change of Control" provisions of our
employment agreement with him.


SECTION 2.        FINANCIAL INFORMATION.

ITEM 2.01         COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

         Bobcat Acquisition. On December 16, 2005, we completed the purchase,
pursuant to the Purchase Agreement, of Bobcat Pressure Control, Inc. ("Bobcat")
and Bobby Joe Cudd Company ("Cuddco" and together with Bobcat, the "Company").
The transaction was effected through the purchase from the individual holders of
all the equity interests in Bobcat (the "Equity Interests"). The purchase price
was $52.3 million, including related fees and expenses and repayment of certain
Bobcat indebtedness. The sellers of the Equity Interests were Bobby Joe Cudd,
Bill Benedick, Steve Johnston, and Petro Capital I, L.P., which we collectively
refer to as the "Holders." In addition to the purchase of the Equity Interests,
we entered into a non-competition agreement with Bobby Joe Cudd and employment
agreements with the key employees of the Company. The purchase price for Bobcat
was funded primarily with the proceeds of borrowings under credit agreements we
entered into with GECC concurrently with the closing of the acquisition.

         The Company provides well intervention services primarily including
snubbing services utilizing specialized hydraulic well service units that permit
an operator to repair damaged casing, production tubing and downhole production
equipment in high-pressure, "live-well" environments. The services are provided
primarily to natural gas and oil exploration and production companies. A

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snubbing unit makes it possible to remove and replace downhole equipment while
maintaining pressure in the well. Customers benefit because these operations can
be performed without removing the pressure from the well, which stops production
and can damage the formation, and because a snubbing rig can perform many
applications at a lower cost than other alternatives. Applications for snubbing
units include "live-well" completions and workovers, underground blowout
control, underbalanced completions, underbalanced drilling and the snubbing of
tubing, casing or drillpipe into or out of the wellbore.

         Well intervention services also include other related oil field
services, such as freezing and hot tapping services. Freezing technology
provides wellhead and pipe operations with pressure control and isolation for
service and maintenance. Freezing is an economic, temporary and non-damaging
technology often used with other services, such as hot tapping. It is quickly
deployed and applied for fast response, does not damage installations and does
not require kill fluids. Freezing technology applications include: master valve
change; casing valve change; wellhead change; valve repairs, replacement or
removal; tubing control and pipeline repair and tie-in.

         The Company's hot tapping services are used to access a contained area
of a well that is or may be holding pressure. The procedure can be designed to
release the pressure and contents, or in the case of a loaded pipeline, provide
access through a valve. Hot tapping is used in a variety of applications,
including: coiled tubing; wellheads; valves; tubing; drill collars; re-entries;
and pipelines and plant facilities.

         The Company also provides rental tools and fishing services. In
addition, it has a manufacturing and repair facility located in Decatur, Texas
that primarily focuses on manufacturing and repairing snubbing units and related
equipment for its own use.

   The Company operates from five district offices located in Texas and
Oklahoma.

         The closing of the purchase of the Equity Interests was conditioned
upon payment of the purchase price and delivery of documents evidencing the
Equity Interests with endorsements and assignments transferring ownership to us.
Additional conditions to the closing included entering into a non-competition
agreement with Bobby Joe Cudd and employment agreements with the key employees
of Bobcat, entering into certain amendments of leases of the Company, and
delivery of other closing certificates by the Holders, opinions of counsel,
consents and waivers, among other closing documents.

         The Purchase Agreement contains the several and not joint
representations and warranties of the Holders as to (i) the corporate
organization and good standing of Bobcat and Cuddco, (ii) the capitalization of
Bobcat and Cuddco and their authority to execute the Purchase Agreement and
perform their obligations thereunder, (iii) the absence of conflicts with or
violations or breaches of other agreements of Bobcat and Cuddco as a consequence
of the execution,

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delivery and performance of the Purchase Agreement and the absence of any
requirement for the consent, waiver, approval of or filing with or notice to any
governmental entity or third party for the execution, delivery and performance
of the Purchase Agreement by Bobcat and Cuddco, (iv) the preparation of the
Company's financial statements for each of the three years ended June 30, 2005
and the three months ended September 30, 2005 in accordance with generally
accepted accounting principles consistently applied and the fair presentation of
the financial position of Bobcat as at the respective dates of the financial
statements, its operations and its cash flow for the respective periods then
ended, and the absence of any undisclosed liabilities or obligations, (v) the
conduct of business by Bobcat and Cuddco since June 30, 2005 in the ordinary
course and the absence of events, occurrences or developments that individually
or in the aggregate constitute or are expected to result in a material adverse
effect and the absence of certain other changes and events, (vi) the disclosure
of all legal proceedings pending or threatened against Bobcat of CuddCo, (vii)
the filing of all tax returns and payment of all taxes and related matters,
(viii) matters relating to employee benefit plans, (ix) matters relating to
labor unions, strikes and work stoppages and relationships with employees, (x)
the compliance with laws by the Company, (xi) permits and compliance therewith,
(xii) compliance with environmental laws, (xiii) matters relating to ownership
and use of intellectual property, (xiv) disclosures relating to obligations to
brokers or finders arising out of the transaction, (xv) disclosure of all
transactions with affiliates of the Company, (xvi) disclosure of and compliance
with terms of material contracts, (xvii) disclosures with respect to the
Company's real property and leases, accounts payable and inventory, accounts
receivable, major suppliers and customers, assets, and insurance, among other
matters and subject to scheduled exceptions.

         The Purchase Agreement provides for our indemnification by the Holders
against costs, lawsuits, losses, liabilities, deficiencies, claims and expenses
incurred, including interest, penalties, attorneys' fees and amounts paid in
investigation, defense or settlement incurred in connection with or arising out
of a breach of a covenant of Bobcat or CuddCo or the Holders or breach or
inaccuracy of a representation or warranty of Bobcat, CuddCo, the Company or the
Holders. Indemnification is unavailable for breaches of representations,
warranties or covenants for any individual claims of less than $150,000 until
such time as the total of all individual claims exceeding $150,000 exceeds
$750,000, at which time the party to be indemnified will be entitled to
indemnification for all amounts exceeding $750,000. The Holders' representations
and warranties survive the closing of the transaction (i) for the period of the
applicable statute of limitations with respect to breaches of representations
and warranties relating to the corporate organization of Bobcat and Cuddco,
their capitalization, and as to obligations to brokers or finders arising out of
the transaction, and (ii) the remaining representations and warranties survive
the closing of the transaction for a period of twelve months. Indemnification
for breaches of representations, and warranties relating to the corporate
organization of Bobcat and Cuddco, their capitalization, and as to obligations
to brokers or finders arising out of the

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transaction is limited to the amount of the purchase price, and for all other
breaches of representations, warranties and covenants by the Holders, the limit,
inclusive of other indemnification claims, is $5.0 million.


ITEM 2.03         CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN
                  OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A
                  REGISTRANT

   SECOND AMENDED AND RESTATED CREDIT AGREEMENT WITH GECC

       The Credit Facilities. On December 16, 2005, we entered into the Amended
and Restated Credit Agreement with GECC, providing for a term loan and revolving
and capital expenditure credit facilities in an aggregate amount of $50.0
million. The Amended and Restated Credit Agreement amended, restated and
modified the credit agreement we entered into with GECC as of September 14, 2001
and as it was amended and restated on November 14, 2004, including the
amendments thereto. The Amended and Restated Credit Agreement includes:

       o    a revolving credit facility of up to $15.0 million, but not
            exceeding a borrowing base of 85% of the book value of eligible
            accounts receivable, less any reserves GECC may establish from time
            to time,

       o    a term loan of $30.0 million, and

       o    a one-year capital expenditure loan facility of up to $5.0 million,
            but not exceeding the lesser of 80% of the hard costs of eligible
            capital equipment and 75% of the forced liquidation value of
            eligible capital equipment, subject to adjustment by GECC.

Eligible accounts receivable are accounts in which we have an interest
excluding, among other items and, subject to certain exceptions, debtors'
accounts outstanding that are not paid within the earlier of 60 days past the
due date or 90 days following the original invoice date, accounts of debtors
that have suspended business or commenced various insolvency proceedings and
accounts to the extent the account exceeds the credit limit established by GECC
in its reasonable credit judgment. GECC has the right to establish, modify and
eliminate reserves against eligible accounts receivable from time to time in its
reasonable judgment.

GECC's agreement to make revolving loans expires on December 16, 2008 and its
agreement to make capital expenditure loans expires on December 16, 2006, unless
earlier terminated under the terms of the Amended and Restated Credit Agreement.

         Interest Rates. Initially, as of the closing, the annual interest rate
on borrowings under the revolving loan facility is 0.75% above the index rate,
and the annual interest rate on borrowings under the term loan and capital

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expenditure loan facility is 2.25% above the index rate. The index rate is a
floating rate equal to the higher of (i) the rate publicly quoted from time to
time by the Wall Street Journal as the prime rate, or (ii) the average of the
rates on overnight Federal funds transactions among members of the Federal
Reserve System plus 0.5%. The interest rate margin above the index rate may be
adjusted from time to time on a quarterly basis based on our ratio of our funded
debt to EBITDA for the trailing twelve months prior to the determination.
Subject to the absence of an event of default and fulfillment of certain other
conditions, we can elect to borrow or convert any loan and pay the annual
interest at the LIBOR rate plus applicable margins of 2.25% on the revolving
loan and 3.75% on the term loan and capital expenditure loan. If an event of
default in the nature of a failure to make any payment of principal of, interest
on or fees owing in respect to loans when due and payable or the commencement of
bankruptcy proceedings involving us has occurred, the annual interest rate is
increased by 2% and, if any other default or event of default has occurred and
is continuing, GECC may elect to increase the interest rate by that amount.

         Collateral. Advances under the Amended and Restated Credit Agreement
are collateralized by a senior lien against substantially all of our assets.

         Use of Proceeds. Initial borrowings under the Amended and Restated
Credit Agreement advanced on December 16, 2005 were $1.3 million borrowed under
the revolving loan and $30.0 million under the term loan. No borrowings were
made under the capital expenditure loan facility. The proceeds of the term loan
were used to pay a portion of the Bobcat acquisition purchase price, related
fees and expenses and repayment of substantially all Bobcat indebtedness, and
approximately $2.1 million was placed in escrow for the repayment of principal
and accrued interest on subordinated secured indebtedness and approximately $2.8
million was used for general corporate purposes. The outstanding balance of
approximately $6.3 million under our previous credit agreement with GECC was
paid out of our existing cash.

         Maturity of Loans. Borrowings under the revolving loan are able to be
repaid and re-borrowed from time to time for working capital and general
corporate needs, subject to our continuing compliance with the terms of the
agreement. Any amounts outstanding under the revolving loan are due and payable
on December 16, 2008. The term loan is to be repaid in 12 consecutive quarterly
installments of $1.1 million commencing January 1, 2006 with a final installment
of $16.8 million due and payable on January 1, 2009. The capital expenditure
loan is to be repaid in eight consecutive quarterly installments with each
quarterly installment equal to 1/20th of the borrowings funded prior to the
expiration of the one-year term of the facility and with a final installment in
the amount of the remaining principal balance due on December 16, 2008.

         Mandatory and Voluntary Prepayments. Borrowings under the Amended and
Restated Credit Agreement are subject to certain mandatory pre-payments
including, among other requirements, pre-payment out of a portion of the net
proceeds of any sale of stock by us in a public offering. We must apply the net

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proceeds from any sale of our stock, other than on exercise of existing warrants
and conversion rights, occurring before December 31, 2006 to the prepayment of
loans. Such cash proceeds, after deduction of underwriting discounts and
commissions and other reasonable costs we incur are to be applied to the
prepayment of (i) loans outstanding under our Amended and Restated Credit
Agreement, (ii) loans outstanding under our Second Lien Credit Agreement, and
(iii) to prepay or redeem all our outstanding subordinated notes and shares of
our common stock owned by St. James Capital Partners, L.P., SJMB, L.P. and other
holders of our subordinated secured notes as of December 16, 2005, the shares of
our common stock issued in exchange for warrants, subordinated notes and other
convertible securities pursuant to the recapitalization agreements we entered
into in October and November 2005, a fee in the amount of $274,000 owing to
SJMB,L.P. and "Change of Control" payments in the aggregate amount of
approximately $2.7 million we are required to make under the terms of employment
agreements with certain of our employees, as the term "Change of Control" is
defined in those agreements (herein, amounts to be paid under this subsection
(iii) are referred to as "Junior Capital"), in the following manner:

                  (A) 100% of the first $50.0 million in net proceeds received
are to be applied to prepay or redeem the Junior Capital;

                  (B) net proceeds in excess of $50.0 million and up to $75.0
million are to be allocated 40% to prepay or redeem the Junior Capital, 30% to
prepay loans outstanding under our Amended and Restated Credit Agreement and 30%
to prepay loans outstanding under our Second Lien Credit Agreement;

                  (C) net proceeds in excess of $75.0 million and up to $100.0
million are to be allocated 60% to prepay or redeem the Junior Capital, 20% to
prepay loans outstanding under our Amended and Restated Credit Agreement and 20%
to prepay loans outstanding under our Second Lien Credit Agreement; and


                  (D) net proceeds in excess of $100.0 million are to be
allocated 80% to prepay or redeem the Junior Capital, 10% to prepay loans
outstanding under our Amended and Restated Credit Agreement and 10% to prepay
loans outstanding under our Second Lien Credit Agreement.

To the extent the Junior Capital is paid in full under the foregoing provisions
prior to the prepayment in full of loans outstanding under our Amended and
Restated Credit Agreement and under our Second Lien Credit Agreement, the
remaining net proceeds are to be allocated 50% to loans outstanding under our
Amended and Restated Credit Agreement and 50% to loans outstanding under our
Second Lien Credit Agreement. If any event of default has occurred under our
Amended and Restated Credit Agreement and is continuing, and we have been
notified in writing of such event of default (or we have been notified in
writing of the equivalent event of default under the Second Lien Credit
Agreement), at the time we receive the net proceeds, 100% of such net proceeds
are to be allocated to

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the loans outstanding under our Amended and Restated Credit Agreement, without
application of any portion thereof to Junior Capital or loans under the Second
Lien Credit Agreement.

         If we issue any shares of common stock, other than as described above,
or any debt at any time, we are required to prepay the loans outstanding under
the Amended and Restated Credit Agreement in an amount equal to all such
proceeds, net of underwriting discounts and commissions and other reasonable
costs.

         We are also required to prepay annually, commencing with the fiscal
year ending December 31, 2006, loans and other outstanding obligations under the
Amended and Restated Credit Agreement in an amount equal to seventy-five percent
(75%) of our excess cash flow for the immediately preceding fiscal year. Excess
cash flow is defined, with respect to any fiscal year, as our net income plus
depreciation, amortization and interest expense, to the extent deducted in
determining net income, minus capital expenditures, minus interest expense paid
or accrued and scheduled principal payments paid or payable, plus or minus,
extraordinary gains or losses which are cash items not included in net income,
plus taxes deducted in determining net income to the extent not paid in cash.

         Any mandatory prepayments made as provided above are to be applied
substantially as follows: first, to any fees then due and payable to GECC,
second, to interest then due and payable on the term loan and capital
expenditure loan, pro rata between the term loan and capital expenditure loan,
third, to prepay the scheduled principal installments on the term loan and
capital expenditure loan, allocated pro rata between the term loan and capital
expenditure loan, and applied to principal installments in inverse order of
maturity, until the term loan and capital expenditure loan have been prepaid in
full; fourth, to interest then due and payable on the revolving loan; and fifth,
to the principal balance of the revolving loan until the same shall have been
paid in full. The revolving loan is permanently reduced by the amount of any
such prepayments.

         We may at any time prepay all or part of the term loan or capital
expenditure loan, permanently reduce or terminate the capital expenditure
commitment, and permanently reduce but not terminate the revolving loan
commitment provided such prepayments or reductions are in the minimum amount of
$500,000 and integral multiples of $250,000, subject to the payment of certain
pre-payment fees declining from 1.0% in the event the termination or reduction
occurs during the first year, 0.5% in the event the termination or reduction
occurs during the second year, and 0.25% in the event the termination or
reduction occurs during the third year of the term of the Amended and Restated
Credit Agreement. We are required to use, subject to certain exceptions, the net
proceeds from the sale of any assets or the stock of any subsidiary to prepay
all borrowings under the facilities. We are required to repay

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any borrowings in excess of the applicable borrowing availability, including
borrowings under the term loan in excess of 70% of the forced liquidation value
of eligible term loan equipment. The forced liquidation value of the eligible
term loan equipment is established by appraisal conducted from time to time but
not more than twice per year.

         Closing Conditions. Initial borrowings under the Amended and Restated
Credit Agreement were subject to the fulfillment at or before the closing of a
number of closing conditions, including among others, the accuracy of the
representations and warranties made by us in the Amended and Restated Credit
Agreement, delivery of executed loan documents, officers' certificates and an
opinion of counsel, the receipt of all required approvals, an opening borrowing
availability under the revolving loan of $7.0 million, after giving effect to
the initial borrowing under the revolving loan facility, payment of all fees to
GECC, receipt of the proceeds from the Second Lien Credit Agreement, the
consummation of the Bobcat acquisition, the completion of legal due diligence, a
minimum EDITDA for us, and including Bobcat, for the 12 months ended September
30, 2005 of not less than $26.0 million, compliance with the leverage ratio
covenants of the Amended and Restated Credit Agreement. Future advances are
subject to the continuing accuracy of our representations and warranties as of
such date (other than those relating expressly to an earlier date), the absence
of any event or circumstance constituting a "material adverse effect," as
defined, the absence of any default or event of default under the Amended and
Restated Credit Agreement, and the borrowings not exceeding the applicable
borrowing availability under the Amended and Restated Credit Agreement, after
giving effect to such advance. A "material adverse effect" is defined to include
a material adverse effect on our business, assets, operations, prospects or
financial or other condition, on our ability to pay any of the loans under the
Restated Credit Agreement, on the collateral or on lenders liens or rights and
remedies under the Restated Credit Agreement. An event constituting a material
adverse effect also includes a decline in the "Average Rig Count" (excluding
Canada and international rigs) published by Baker Hughes, Inc. falling below 800
for 12 consecutive weeks. Further conditions to each advance under the capital
expenditure facility require the delivery of evidence that the advance is in
compliance with the conditions of the Amended and Restated Credit Agreement with
respect to amounts that may be borrowed to finance capital expenditures.

         Affirmative and Negative Covenants. Under the Amended and Restated
Credit Agreement, we are obligated to maintain compliance with a number of
affirmative and negative covenants. Affirmative covenants we must comply with
include requirements to maintain our corporate existence and continue the
conduct of our business substantially as conducted in December 2005, promptly
pay all taxes and governmental assessments and levies, maintain our corporate
books and records, maintain insurance in form and amounts and with insurers
reasonably acceptable to GECC, comply with applicable laws and regulations,
maintain key man life insurance on the life of William L. Jenkins, provide
supplemental disclosure to the lenders, refrain from violating the intellectual

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property of others, conduct our operations in compliance with environmental
laws, provide a mortgage or deed of trust to the lenders granting a first lien
on our real estate upon the request of the lenders, and provide certificates of
title on newly acquired equipment with the lender's lien noted.

         Negative covenants we may not violate include, among others and subject
to limitations and exceptions, (i) forming or acquiring a subsidiary, (ii)
merging with, acquiring all or substantially all the assets or stock of, or
otherwise combining with or acquiring, another person, (iii) making an
investment in or loan to another person, subject to certain exceptions for
specified high grade investments so long as there are no revolving loans
outstanding, (iv) incurring any indebtedness other than specified permitted
indebtedness, (v) entering into any transaction with an affiliate except in the
ordinary course of our business and on fair and reasonable terms no less
favorable than would be obtained in a comparable arm's length transaction with a
non-affiliated person, (vi) making loans to our employees in amounts exceeding
$50,000 individually and $250,000 in the aggregate, (vii) issuing any shares of
our common stock if any of our stock or the stock of a subsidiary is pledged to
GECC, making any change in our business objectives or operations that could
adversely affect repayment of the loans or could reasonably be expected to have
or result in a material adverse effect, making any change in our capital
structure, including the issuance of any stock, warrants or convertible
securities or any revision in the terms of outstanding stock except for
permitted payments to holders of subordinated debt and options granted under an
existing or future incentive option plan, or amending our charter or by-laws in
a manner that would adversely affect our duty or ability to repay the
indebtedness, or engaging in any business other than that engaged in by us on
December 16, 2005; (viii) creating or permitting to exist any liens on our
properties or assets, with the exception of (x) those granted to the lenders
under the Amended and Restated Credit Agreement or in existence on the date of
making the loan and permitted re-financings, extensions and renewals of such
liens provided the indebtedness secured is not increased and the lien does not
attach to any additional property, or (y) liens created after December 16, 2005
by conditional sale or other title retention agreements or in connection with
purchase money indebtedness with respect to equipment and fixtures acquired in
the ordinary course of business involving the incurrence of an aggregate amount
of purchase money indebtedness and capital lease obligations of not more than
$2.0 million outstanding at any one time or (z) liens securing the indebtedness
under the Second Lien Credit Agreement, (xi) selling any of our properties or
other assets, including the stock of any subsidiary, except inventory in the
ordinary course of business, obsolete or unused equipment or fixtures with an
appraised value not exceeding $200,000 per transaction and $500,000 per year,
and other equipment and fixtures with a book value not exceeding $200,000 per
transaction and $500,000 per year, (xii) breaching or failing to comply with the
various financial covenants in the credit agreement, (xiii) releasing any
hazardous material that would violate environmental laws or adversely impact the
value of any collateral; (xiv) engaging in a sale leaseback, synthetic lease or
similar transaction, (xv) making any restricted payments,

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including payment of dividends, stock or warrant redemptions, repaying
subordinated notes, except as otherwise permitted under the Amended and Restated
Credit Agreement, rescission of the sale of outstanding stock, subject to
certain exceptions including, among others, permitted prepayments or redemptions
of Junior Capital using the net proceeds from a public offering of our common
stock, payment of reasonable and customary fees to our non-employee directors,
reimbursement of the reasonable expenses of St. James Capital Corp., St. James
Capital Partners, L.P., SJMB, LP, and SJMB, LLC in an amount not to exceed
$60,000 per year, payment of a $274,000 fee to SJMB, L.P. not later than
December 31, 2006 on the date we complete our first public offering of common
stock after December 16, 2005, and "Change of Control" payments (as "Change of
Control" is defined in the employment agreements with the parties to receive the
payments) on and after December 16, 2005 but before December 31, 2005 in the
amount of approximately $1.1 million, and, in connection with in a contemplated
public offering of shares of our common stock, in an aggregate amount not to
exceed approximately $2.7 million, (xvi) purchasing any real estate in excess of
$250,000, (xvii) engaging in any speculative hedging transactions; (xviii)
amending or changing the terms of our subordinated debt, (xix) changing or
amending the Second Lien Credit Agreement, or (xx) changing or amending the
Bobcat acquisition agreement.

         The financial covenants prohibit us from making capital expenditures in
any fiscal year commencing with the fiscal year ending December 31, 2006 in an
aggregate amount exceeding $6.5 million(excluding amounts financed under our
capital expenditure loan facility), plus in any period the amount by which $6.5
million exceeds the amount of capital expenditures expended in the prior period.

         Commencing with the fiscal quarter ending March 31, 2006, we are
required to have at the end of each fiscal quarter and for the 12-month period
then ended, a ratio of (a) EBITDA minus capital expenditures paid in cash during
such period, excluding capital expenditures financed under the Amended and
Restated Credit Agreement, minus income taxes paid in cash during such period to
(b) fixed charges including, with certain exceptions, the total of principal and
interest payments during such period, of not less than 1.25:1.0. For the purpose
of calculating the ratio for the fiscal quarters ending March 31, 2006, June 30,
2006 and September 30, 2006, EBITDA and fixed charges are to be measured for the
period commencing on January 1, 2006 and ending on the last day of such fiscal
quarter.

         We are required to have, at the end of each fiscal month, a ratio of
funded debt to EBITDA as of the last day of such fiscal month and for the
12-month period then ended of not more than the following

         2.25:1.00 for the fiscal months ending on January 31, 2006 through
                   March 31, 2006;
         2.25:1.00 for the fiscal months ending on April 30, 2006 through
                   June 30, 2006;
         2.00:1.00 for the fiscal months ending on July 31, 2006 through

                                       12
<PAGE>

                   September 30, 2006;
         2.00:1.00 for the fiscal months ending on October 30, 2006 through
                   December 31, 2006;
         2.00:1.00 for the fiscal months ending on January 31, 2007 through
                   March 31, 2007; and
         1.75:1.00 for each fiscal month ending thereafter.

         We are required to have, at the end of each fiscal month, EBITDA for
the 12-month period then ended of not less than the following:
         $33,000,000 for the fiscal months ending on January 31, 2006 through
                     March 31, 2006;
         $33,000,000 for the fiscal months ending on April 30, 2006 through
                     June 30, 2006;
         $34,000,000 for the fiscal months ending on July 31, 2006 through
                     September 30, 2006;
         $34,000,000 for the fiscal months ending on October 30, 2006 through
                     December 31, 2006; and
         $35,000,000 for each fiscal month ending thereafter.

         Events of Default. Events of default under the Amended and Restated
Credit Agreement include, among others and subject to certain limitations, (a)
the failure to make any payment of principal, interest, or fees when due and
payable or to pay or reimburse GECC for any expense reimbursable under the
Amended and Restated Credit Agreement within ten days of demand for payment, (b)
the failure to perform the covenants under the Amended and Restated Credit
Agreement relating to use of proceeds, maintenance of a cash management system,
maintenance of insurance, delivery of certificates of title for equipment,
delivery of certain post-closing documents, and maintenance of compliance with
the Amended and Restated Credit Agreement's negative covenants, (c) the failure
to deliver to the lenders monthly un-audited, quarterly un-audited and annual
audited financial statements, an annual operating plan, and other reports,
certificates and information as required by the Amended and Restated Credit
Agreement, (d) the failure to perform any other provision of the Amended and
Restated Credit Agreement (other than those set forth in (b) above) which
nonperformance remains un-remedied for 20 days or more, (e) a default or breach
under any other agreement or instrument to which we are a party beyond any grace
period that involves the failure to pay in excess of $250,000 or causes or
permits to cause indebtedness in excess of $250,000 to become due prior to its
stated maturity, (f) any information in a borrowing base certificate or any
representation or warranty or certificate or in any written statement report, or
financial statement delivered to GECC being untrue or incorrect in any material
respect, (g) a change of control, as defined, of us, (h) the occurrence of an
event having a material adverse effect, (i) the initiation of insolvency,
bankruptcy or liquidation proceedings, (j) any final judgment for the payment of
money in excess of $250,000 is outstanding against us and is not within thirty
days discharged, stayed or bonded pending appeal, (k) any material provision of
or lien under any document relating to the Amended and Restated Credit

                                       13
<PAGE>

Agreement ceases to be valid, (l) the attachment, seizure or levy upon of our
assets which continues for 30 days or more, and (m) William Jenkins ceases to
serve as our chief executive officer, unless otherwise agreed by GECC. Upon the
occurrence of a default, which is defined as any event that with the passage of
time or notice or both would, unless waived or cured, become an event of
default, or event of default, the lenders may discontinue making revolving loans
and capital expenditure loans to us and increase the interest rate on all loans.
Upon the occurrence of an event of default, the lenders may terminate the
Amended and Restated Credit Agreement, declare all indebtedness outstanding
under the Amended and Restated Credit Agreement due and payable, and exercise
any of their rights under the Amended and Restated Credit Agreement which
includes the ability to foreclose on our assets. In the event of a bankruptcy or
liquidation proceeding, all borrowings under the Amended and Restated Credit
Agreement are immediately due and payable.

         Exhibit to this Current Report on Form 8-K. Reference is made to the
Amended and Restated Credit Agreement, filed as an exhibit to this Current
Report on Form 8-K, for a complete statement of its terms and conditions.


   SECOND LIEN CREDIT AGREEMENT WITH GECC


         The Term Loan. On December 16, 2005, we entered into the Second Lien
Credit Agreement with GECC, providing for a term loan $25.0 million.

         Interest Rate. The annual interest rate on borrowings under the term
loan is 6.0% above the index rate. The index rate is a floating rate equal to
the higher of (i) the rate publicly quoted from time to time by the Wall Street
Journal as the prime rate, or (ii) the average of the rates on overnight Federal
funds transactions among members of the Federal Reserve System plus 0.5%.
Subject to the absence of an event of default and fulfillment of certain other
conditions, we can elect to borrow or convert any loan and pay the annual
interest at the LIBOR rate plus a margin of 7.5%. If an event of default in the
nature of a failure to make any payment of principal of, interest on or fees
owing in respect to loans when due and payable or the commencement of bankruptcy
proceedings involving us has occurred, the annual interest rate is increased by
2% and, if any other default or event of default has occurred and is continuing,
GECC may elect to increase the interest rate by that amount.

         Collateral. The loan under the Second Lien Credit Agreement is
collateralized by a junior lien against substantially all of our assets,
subordinate to the lien under the Amended and Restated Credit Agreement.

         Use of Proceeds. Initial borrowings under the Second Lien Credit
Agreement advanced on December 16, 2005 of $25.0 million were used to pay a
portion of the Bobcat acquisition purchase price.

         Maturity of Loan. Outstanding borrowings under the Second Lien Credit
Agreement are due and payable on March 16, 2009, unless previously repaid.

                                       14
<PAGE>

         Mandatory and Voluntary Prepayments. Borrowings under the Second Lien
Credit Agreement are subject to certain mandatory pre-payments including, among
other requirements, pre-payment out of a portion of the net proceeds of any sale
of stock by us in a public offering in a manner substantially identical to the
mandatory repayment provisions out of a portion of the net proceeds of any sale
of stock by us in a public offering under the terms of the Amended and Restated
Credit Agreement described above.

         If we issue any shares of common stock, other than as described above
in a public offering of our securities, or any debt at any time, we are required
to prepay the loans outstanding under the Second Lien Credit Agreement in an
amount equal to all such proceeds, net of underwriting discounts and commissions
and other reasonable costs.

         Any mandatory prepayments made as provided above are to be applied
substantially as follows: first, to any fees then due and payable to GECC,
second, to interest then due and payable on the loan and, third, to prepay the
principal of the loan.

         We may at any time prepay all or part of the loan or capital
expenditure loan, subject to the payment of certain pre-payment fees declining
from 2.0% in during the first year, 1.0% during the second year, and 0.5% in the
event the termination or reduction occurs during the third year of the term of
the Second Lien Credit Agreement. We are required to use, subject to certain
exceptions, the net proceeds from the sale of any assets or the stock of any
subsidiary to prepay all borrowings under the facilities.

         Closing Conditions. Initial borrowings under the Second Lien Credit
Agreement were subject to the fulfillment at or before the closing of closing
conditions substantially identical to the conditions to be fulfilled in
connection with the closing under the Amended and Restated Credit Agreement
described above.

         Affirmative and Negative Covenants. Under the Second Lien Credit
Agreement, we are obligated to maintain compliance with a number of affirmative
and negative covenants, including financial covenants that are substantially
identical to the covenants we are obligated to comply with under the terms of
the Amended and Restated Credit Agreement described above.

         Events of Default. Events of default under the Second Lien Credit
Agreement are substantially identical to events of default under the Amended and
Restated Credit Agreement described above.

         Exhibit to this Current Report on Form 8-K. Reference is made to the
Second Lien Credit Agreement, filed as an exhibit to this Current Report on Form
8-K, for a complete statement of its terms and conditions.

         General. There can be no assurance that we will be able to remain in
compliance with the financial and other covenants of the Amended and Restated

                                       15
<PAGE>

Credit Agreement and the Second Lien Credit Agreement or be able to obtain such
amendments, consents or waivers with respect to potential violations of these
covenants when required. Our inability to do so may result in our being placed
in violation of those financial and other covenants. We can make no assurances
that we will remain in compliance with our debt covenants or generate sufficient
cash flows to service our debt and fund operations. Failure to comply with these
debt covenants and or generate sufficient cash flow from operations could
significantly impair our liquidity position and could result in GECC exercising
mandatory prepayment options under our Amended and Restated Credit Agreement and
Second Lien Credit Agreement. Should we be unable to borrow funds under our
Amended and Restated Credit Agreement or Second Lien Credit Agreement if
prepayment of those borrowings were required, we can make no assurances that
alternative funding could be obtained.



SECTION 9.        FINANCIAL STATEMENTS AND EXHIBITS.

ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS.

                  (a)      Financial statements of businesses acquired.

                           The financial statements of Bobcat required by this
                           item will be filed by amendment not later than 71
                           calendar days after December 22, 2005.

                  (b)      Pro forma financial information.

                           The pro forma financial information required by this
                           item will be filed by amendment not later than 71
                           calendar days after December 22, 2005.


                  (c)      Exhibits.

                           2.01 Purchase Agreement dated December 16, 2005 by
                                and Among Bobcat Pressure Control, Inc., Bobby
                                Joe Cudd Company, Bobby Joe Cudd, Bill Benedick,
                                Steve Johnston, and Petro Capital I, L.P. and
                                the Registrant
                           10.1 Second Amended and Restated Credit Agreement
                                dated as of December 16, 2005 among the
                                Registrant, and General Electric Capital
                                Corporation and the other credit parties and
                                lenders signatory thereto from time to time.

                                       16
<PAGE>

                           10.2 Second Lien Credit Agreement dated as of
                                December 16, 2005 among the Registrant, and
                                General Electric Capital Corporation and the
                                other credit parties and lenders signatory
                                thereto from time to time.
                           10.3 Amendment dated December 16, 2005 to Extended
                                and Restated Employment Agreement between the
                                Registrant and William L. Jenkins


                                       17
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


                                                    BLACK WARRIOR WIRELINE CORP.





Dated:  December 22, 2005     By:      /s/ William L. Jenkins
                                       ---------------------------------
                                           William L. Jenkins, President

                                       18
<PAGE>


                                INDEX TO EXHIBITS



                           2.01 Purchase Agreement dated December 16, 2005 by
                                and Among Bobcat Pressure Control, Inc., Bobby
                                Joe Cudd Company, Bobby Joe Cudd, Bill Benedick,
                                Steve Johnston, and Petro Capital I, L.P. and
                                the Registrant
                           10.1 Second Amended and Restated Credit Agreement
                                dated as of December 16, 2005 among the
                                Registrant, and General Electric Capital
                                Corporation and the other credit parties and
                                lenders signatory thereto from time to time.
                           10.2 Second Lien Credit Agreement dated as of
                                December 16, 2005 among the Registrant, and
                                General Electric Capital Corporation and the
                                other credit parties and lenders signatory
                                thereto from time to time.
                           10.3 Amendment dated December 16, 2005 to Extended
                                and Restated Employment Agreement between the
                                Registrant and William L. Jenkins

                                       19
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United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported)
                                DECEMBER 16, 2005

                          BLACK WARRIOR WIRELINE CORP.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
DELAWARE                                              0-18754                              11-2904094
-----------------------------------------------------------------------------------------------------
(State or other jurisdiction                          (Commission File Number)             (IRS Employer
of incorporation)                                                                    Identification No.)
100 ROSECREST LANE, COLUMBUS, MISSISSIPPI 39701
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (662) 329-1047

--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act
     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act

                                       1
SECTION 1.        REGISTRANT'S BUSINESS AND OPERATIONS.

ITEM 1.01.        ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         Bobcat Acquisition. On December 16, 2005, we completed the purchase,
pursuant to a purchase agreement dated that date (the "Purchase Agreement") of
the outstanding equity of Bobcat Pressure Control, Inc. and Bobby Joe Cudd
Company. Prior to entering into the Purchase Agreement, there was no material
relationship among the parties. The terms and conditions of the Purchase
Agreement appear in Section 2, Item 2.01 below and are incorporated into this
Item by reference.

         Second Amended and Restated Credit Agreement with GECC. On December 16,
2005, we entered into a Second Amended and Restated Credit Agreement (the
"Amended and Restated Credit Agreement") with General Electric Capital
Corporation, as lender and agent for lenders ("GECC"), providing for a term loan
and revolving and capital expenditure credit facilities in an aggregate amount
of $50.0 million. Prior to entering into the Amended and Restated Credit
Agreement, there was no material relationship among the parties other than the
Amended and Restated Credit Agreement between GECC and us dated November 14,
2004. The terms and conditions of the Amended and Restated Credit Agreement
appear in Section 2, Item 2.03 below and are incorporated into this Item by
reference.

         Second Lien Credit Agreement with GECC. On December 16, 2005, we
entered into a Second Lien Credit Agreement (the "Second Lien Credit Agreement")
with GECC, providing for a term loan in the amount of $25.0 million. Prior to
entering into the Second Lien Credit Agreement, there was no material
relationship among the parties other than the Amended and Restated Credit
Agreement between GECC and us dated November 14, 2004. The terms and conditions
of the Amended and Restated Credit Agreement appear in Section 2, Item 2.03
below and are incorporated into this Item by reference.

         Amendment to Extended and Restated Employment Agreement with William L.
Jenkins. In connection with and as a condition to entering into the Amended and
Restated Credit Agreement and the Second Lien Credit Agreement with GECC, we
entered into an amendment to the employment agreement between our company and
our President, William L. Jenkins. The amendment was entered into as a result of
the "Change of Control" (as defined in Mr. Jenkins' Extended and Restated
Employment Agreement) resulting from the designation of Overcup Capital, L.L.C.
as the general partner of St. James Capital Partners, L.P. by the limited
partners of St. James Capital Partners, L.P. in place of St. James Capital Corp.
Mr. Jenkin's Extended and Restated Employment Agreement with us provides, among
other provisions, that in the event St. James Capital Corp. ceases to be the
general partner, managing

                                       2
partner or otherwise in control of St. James Capital Partners, L.P. a "Change of
Control" of our company shall have occurred. Accordingly, under the terms of the
Extended and Restated Employment Agreement and its definition of "Change of
Control," we were to execute a termination of Mr. Jenkin's Extended and Restated
Employment Agreement and pay to Mr. Jenkins the sum of three times the total
compensation paid to Mr. Jenkins during the twelve (12) months preceding such
"Change of Control".

         The amendment we entered into with Mr. Jenkins on December 16, 2005
extended the term of Mr. Jenkins' employment agreement to April 1, 2009 from
January 1, 2008. In addition, we agreed with Mr. Jenkins that a "Change of
Control" had occurred with the designation of Overcup Capital, L.L.C. as the
general partner of St. James Capital Partners, L.P. in place of St. James
Capital Corp. and that the payment owing to Mr. Jenkins would be paid within
three days of demand by Mr. Jenkins provided, however, Mr. Jenkins agreed that
he would not make such a demand before January 1, 2006 and that in the event of
his death, the demand could be made by his estate or personal representative.
Accordingly, under the terms of the amendment, upon Mr. Jenkins' demand made any
time on or after January 1, 2006, we will be required to pay to Mr. Jenkins
approximately $1.5 million under the "Change of Control" provisions of our
employment agreement with him.

SECTION 2.        FINANCIAL INFORMATION.

ITEM 2.01         COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

         Bobcat Acquisition. On December 16, 2005, we completed the purchase,
pursuant to the Purchase Agreement, of Bobcat Pressure Control, Inc. ("Bobcat")
and Bobby Joe Cudd Company ("Cuddco" and together with Bobcat, the "Company").
The transaction was effected through the purchase from the individual holders of
all the equity interests in Bobcat (the "Equity Interests"). The purchase price
was $52.3 million, including related fees and expenses and repayment of certain
Bobcat indebtedness. The sellers of the Equity Interests were Bobby Joe Cudd,
Bill Benedick, Steve Johnston, and Petro Capital I, L.P., which we collectively
refer to as the "Holders." In addition to the purchase of the Equity Interests,
we entered into a non-competition agreement with Bobby Joe Cudd and employment
agreements with the key employees of the Company. The purchase price for Bobcat
was funded primarily with the proceeds of borrowings under credit agreements we
entered into with GECC concurrently with the closing of the acquisition.

         The Company provides well intervention services primarily including
snubbing services utilizing specialized hydraulic well service units that permit
an operator to repair damaged casing, production tubing and downhole production
equipment in high-pressure, "live-well" environments. The services are provided
primarily to natural gas and oil exploration and production companies. A

                                       3
snubbing unit makes it possible to remove and replace downhole equipment while
maintaining pressure in the well. Customers benefit because these operations can
be performed without removing the pressure from the well, which stops production
and can damage the formation, and because a snubbing rig can perform many
applications at a lower cost than other alternatives. Applications for snubbing
units include "live-well" completions and workovers, underground blowout
control, underbalanced completions, underbalanced drilling and the snubbing of
tubing, casing or drillpipe into or out of the wellbore.

         Well intervention services also include other related oil field
services, such as freezing and hot tapping services. Freezing technology
provides wellhead and pipe operations with pressure control and isolation for
service and maintenance. Freezing is an economic, temporary and non-damaging
technology often used with other services, such as hot tapping. It is quickly
deployed and applied for fast response, does not damage installations and does
not require kill fluids. Freezing technology applications include: master valve
change; casing valve change; wellhead change; valve repairs, replacement or
removal; tubing control and pipeline repair and tie-in.

         The Company's hot tapping services are used to access a contained area
of a well that is or may be holding pressure. The procedure can be designed to
release the pressure and contents, or in the case of a loaded pipeline, provide
access through a valve. Hot tapping is used in a variety of applications,
including: coiled tubing; wellheads; valves; tubing; drill collars; re-entries;
and pipelines and plant facilities.

         The Company also provides rental tools and fishing services. In
addition, it has a manufacturing and repair facility located in Decatur, Texas
that primarily focuses on manufacturing and repairing snubbing units and related
equipment for its own use.

   The Company operates from five district offices located in Texas and
Oklahoma.

         The closing of the purchase of the Equity Interests was conditioned
upon payment of the purchase price and delivery of documents evidencing the
Equity Interests with endorsements and assignments transferring ownership to us.
Additional conditions to the closing included entering into a non-competition
agreement with Bobby Joe Cudd and employment agreements with the key employees
of Bobcat, entering into certain amendments of leases of the Company, and
delivery of other closing certificates by the Holders, opinions of counsel,
consents and waivers, among other closing documents.

         The Purchase Agreement contains the several and not joint
representations and warranties of the Holders as to (i) the corporate
organization and good standing of Bobcat and Cuddco, (ii) the capitalization of
Bobcat and Cuddco and their authority to execute the Purchase Agreement and
perform their obligations thereunder, (iii) the absence of conflicts with or
violations or breaches of other agreements of Bobcat and Cuddco as a consequence
of the execution,

                                       4
delivery and performance of the Purchase Agreement and the absence of any
requirement for the consent, waiver, approval of or filing with or notice to any
governmental entity or third party for the execution, delivery and performance
of the Purchase Agreement by Bobcat and Cuddco, (iv) the preparation of the
Company's financial statements for each of the three years ended June 30, 2005
and the three months ended September 30, 2005 in accordance with generally
accepted accounting principles consistently applied and the fair presentation of
the financial position of Bobcat as at the respective dates of the financial
statements, its operations and its cash flow for the respective periods then
ended, and the absence of any undisclosed liabilities or obligations, (v) the
conduct of business by Bobcat and Cuddco since June 30, 2005 in the ordinary
course and the absence of events, occurrences or developments that individually
or in the aggregate constitute or are expected to result in a material adverse
effect and the absence of certain other changes and events, (vi) the disclosure
of all legal proceedings pending or threatened against Bobcat of CuddCo, (vii)
the filing of all tax returns and payment of all taxes and related matters,
(viii) matters relating to employee benefit plans, (ix) matters relating to
labor unions, strikes and work stoppages and relationships with employees, (x)
the compliance with laws by the Company, (xi) permits and compliance therewith,
(xii) compliance with environmental laws, (xiii) matters relating to ownership
and use of intellectual property, (xiv) disclosures relating to obligations to
brokers or finders arising out of the transaction, (xv) disclosure of all
transactions with affiliates of the Company, (xvi) disclosure of and compliance
with terms of material contracts, (xvii) disclosures with respect to the
Company's real property and leases, accounts payable and inventory, accounts
receivable, major suppliers and customers, assets, and insurance, among other
matters and subject to scheduled exceptions.

         The Purchase Agreement provides for our indemnification by the Holders
against costs, lawsuits, losses, liabilities, deficiencies, claims and expenses
incurred, including interest, penalties, attorneys' fees and amounts paid in
investigation, defense or settlement incurred in connection with or arising out
of a breach of a covenant of Bobcat or CuddCo or the Holders or breach or
inaccuracy of a representation or warranty of Bobcat, CuddCo, the Company or the
Holders. Indemnification is unavailable for breaches of representations,
warranties or covenants for any individual claims of less than $150,000 until
such time as the total of all individual claims exceeding $150,000 exceeds
$750,000, at which time the party to be indemnified will be entitled to
indemnification for all amounts exceeding $750,000. The Holders' representations
and warranties survive the closing of the transaction (i) for the period of the
applicable statute of limitations with respect to breaches of representations
and warranties relating to the corporate organization of Bobcat and Cuddco,
their capitalization, and as to obligations to brokers or finders arising out of
the transaction, and (ii) the remaining representations and warranties survive
the closing of the transaction for a period of twelve months. Indemnification
for breaches of representations, and warranties relating to the corporate
organization of Bobcat and Cuddco, their capitalization, and as to obligations
to brokers or finders arising out of the

                                       5
transaction is limited to the amount of the purchase price, and for all other
breaches of representations, warranties and covenants by the Holders, the limit,
inclusive of other indemnification claims, is $5.0 million.

ITEM 2.03         CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN
                  OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A
                  REGISTRANT

   SECOND AMENDED AND RESTATED CREDIT AGREEMENT WITH GECC

       The Credit Facilities. On December 16, 2005, we entered into the Amended
and Restated Credit Agreement with GECC, providing for a term loan and revolving
and capital expenditure credit facilities in an aggregate amount of $50.0
million. The Amended and Restated Credit Agreement amended, restated and
modified the credit agreement we entered into with GECC as of September 14, 2001
and as it was amended and restated on November 14, 2004, including the
amendments thereto. The Amended and Restated Credit Agreement includes:

       o    a revolving credit facility of up to $15.0 million, but not
            exceeding a borrowing base of 85% of the book value of eligible
            accounts receivable, less any reserves GECC may establish from time
            to time,

       o    a term loan of $30.0 million, and

       o    a one-year capital expenditure loan facility of up to $5.0 million,
            but not exceeding the lesser of 80% of the hard costs of eligible
            capital equipment and 75% of the forced liquidation value of
            eligible capital equipment, subject to adjustment by GECC.

Eligible accounts receivable are accounts in which we have an interest
excluding, among other items and, subject to certain exceptions, debtors'
accounts outstanding that are not paid within the earlier of 60 days past the
due date or 90 days following the original invoice date, accounts of debtors
that have suspended business or commenced various insolvency proceedings and
accounts to the extent the account exceeds the credit limit established by GECC
in its reasonable credit judgment. GECC has the right to establish, modify and
eliminate reserves against eligible accounts receivable from time to time in its
reasonable judgment.

GECC's agreement to make revolving loans expires on December 16, 2008 and its
agreement to make capital expenditure loans expires on December 16, 2006, unless
earlier terminated under the terms of the Amended and Restated Credit Agreement.

         Interest Rates. Initially, as of the closing, the annual interest rate
on borrowings under the revolving loan facility is 0.75% above the index rate,
and the annual interest rate on borrowings under the term loan and capital

                                       6
expenditure loan facility is 2.25% above the index rate. The index rate is a
floating rate equal to the higher of (i) the rate publicly quoted from time to
time by the Wall Street Journal as the prime rate, or (ii) the average of the
rates on overnight Federal funds transactions among members of the Federal
Reserve System plus 0.5%. The interest rate margin above the index rate may be
adjusted from time to time on a quarterly basis based on our ratio of our funded
debt to EBITDA for the trailing twelve months prior to the determination.
Subject to the absence of an event of default and fulfillment of certain other
conditions, we can elect to borrow or convert any loan and pay the annual
interest at the LIBOR rate plus applicable margins of 2.25% on the revolving
loan and 3.75% on the term loan and capital expenditure loan. If an event of
default in the nature of a failure to make any payment of principal of, interest
on or fees owing in respect to loans when due and payable or the commencement of
bankruptcy proceedings involving us has occurred, the annual interest rate is
increased by 2% and, if any other default or event of default has occurred and
is continuing, GECC may elect to increase the interest rate by that amount.

         Collateral. Advances under the Amended and Restated Credit Agreement
are collateralized by a senior lien against substantially all of our assets.

         Use of Proceeds. Initial borrowings under the Amended and Restated
Credit Agreement advanced on December 16, 2005 were $1.3 million borrowed under
the revolving loan and $30.0 million under the term loan. No borrowings were
made under the capital expenditure loan facility. The proceeds of the term loan
were used to pay a portion of the Bobcat acquisition purchase price, related
fees and expenses and repayment of substantially all Bobcat indebtedness, and
approximately $2.1 million was placed in escrow for the repayment of principal
and accrued interest on subordinated secured indebtedness and approximately $2.8
million was used for general corporate purposes. The outstanding balance of
approximately $6.3 million under our previous credit agreement with GECC was
paid out of our existing cash.

         Maturity of Loans. Borrowings under the revolving loan are able to be
repaid and re-borrowed from time to time for working capital and general
corporate needs, subject to our continuing compliance with the terms of the
agreement. Any amounts outstanding under the revolving loan are due and payable
on December 16, 2008. The term loan is to be repaid in 12 consecutive quarterly
installments of $1.1 million commencing January 1, 2006 with a final installment
of $16.8 million due and payable on January 1, 2009. The capital expenditure
loan is to be repaid in eight consecutive quarterly installments with each
quarterly installment equal to 1/20th of the borrowings funded prior to the
expiration of the one-year term of the facility and with a final installment in
the amount of the remaining principal balance due on December 16, 2008.

         Mandatory and Voluntary Prepayments. Borrowings under the Amended and
Restated Credit Agreement are subject to certain mandatory pre-payments
including, among other requirements, pre-payment out of a portion of the net
proceeds of any sale of stock by us in a public offering. We must apply the net

                                       7
proceeds from any sale of our stock, other than on exercise of existing warrants
and conversion rights, occurring before December 31, 2006 to the prepayment of
loans. Such cash proceeds, after deduction of underwriting discounts and
commissions and other reasonable costs we incur are to be applied to the
prepayment of (i) loans outstanding under our Amended and Restated Credit
Agreement, (ii) loans outstanding under our Second Lien Credit Agreement, and
(iii) to prepay or redeem all our outstanding subordinated notes and shares of
our common stock owned by St. James Capital Partners, L.P., SJMB, L.P. and other
holders of our subordinated secured notes as of December 16, 2005, the shares of
our common stock issued in exchange for warrants, subordinated notes and other
convertible securities pursuant to the recapitalization agreements we entered
into in October and November 2005, a fee in the amount of $274,000 owing to
SJMB,L.P. and "Change of Control" payments in the aggregate amount of
approximately $2.7 million we are required to make under the terms of employment
agreements with certain of our employees, as the term "Change of Control" is
defined in those agreements (herein, amounts to be paid under this subsection
(iii) are referred to as "Junior Capital"), in the following manner:

                  (A) 100% of the first $50.0 million in net proceeds received
are to be applied to prepay or redeem the Junior Capital;

                  (B) net proceeds in excess of $50.0 million and up to $75.0
million are to be allocated 40% to prepay or redeem the Junior Capital, 30% to
prepay loans outstanding under our Amended and Restated Credit Agreement and 30%
to prepay loans outstanding under our Second Lien Credit Agreement;

                  (C) net proceeds in excess of $75.0 million and up to $100.0
million are to be allocated 60% to prepay or redeem the Junior Capital, 20% to
prepay loans outstanding under our Amended and Restated Credit Agreement and 20%
to prepay loans outstanding under our Second Lien Credit Agreement; and

                  (D) net proceeds in excess of $100.0 million are to be
allocated 80% to prepay or redeem the Junior Capital, 10% to prepay loans
outstanding under our Amended and Restated Credit Agreement and 10% to prepay
loans outstanding under our Second Lien Credit Agreement.

To the extent the Junior Capital is paid in full under the foregoing provisions
prior to the prepayment in full of loans outstanding under our Amended and
Restated Credit Agreement and under our Second Lien Credit Agreement, the
remaining net proceeds are to be allocated 50% to loans outstanding under our
Amended and Restated Credit Agreement and 50% to loans outstanding under our
Second Lien Credit Agreement. If any event of default has occurred under our
Amended and Restated Credit Agreement and is continuing, and we have been
notified in writing of such event of default (or we have been notified in
writing of the equivalent event of default under the Second Lien Credit
Agreement), at the time we receive the net proceeds, 100% of such net proceeds
are to be allocated to

                                       8
the loans outstanding under our Amended and Restated Credit Agreement, without
application of any portion thereof to Junior Capital or loans under the Second
Lien Credit Agreement.

         If we issue any shares of common stock, other than as described above,
or any debt at any time, we are required to prepay the loans outstanding under
the Amended and Restated Credit Agreement in an amount equal to all such
proceeds, net of underwriting discounts and commissions and other reasonable
costs.

         We are also required to prepay annually, commencing with the fiscal
year ending December 31, 2006, loans and other outstanding obligations under the
Amended and Restated Credit Agreement in an amount equal to seventy-five percent
(75%) of our excess cash flow for the immediately preceding fiscal year. Excess
cash flow is defined, with respect to any fiscal year, as our net income plus
depreciation, amortization and interest expense, to the extent deducted in
determining net income, minus capital expenditures, minus interest expense paid
or accrued and scheduled principal payments paid or payable, plus or minus,
extraordinary gains or losses which are cash items not included in net income,
plus taxes deducted in determining net income to the extent not paid in cash.

         Any mandatory prepayments made as provided above are to be applied
substantially as follows: first, to any fees then due and payable to GECC,
second, to interest then due and payable on the term loan and capital
expenditure loan, pro rata between the term loan and capital expenditure loan,
third, to prepay the scheduled principal installments on the term loan and
capital expenditure loan, allocated pro rata between the term loan and capital
expenditure loan, and applied to principal installments in inverse order of
maturity, until the term loan and capital expenditure loan have been prepaid in
full; fourth, to interest then due and payable on the revolving loan; and fifth,
to the principal balance of the revolving loan until the same shall have been
paid in full. The revolving loan is permanently reduced by the amount of any
such prepayments.

         We may at any time prepay all or part of the term loan or capital
expenditure loan, permanently reduce or terminate the capital expenditure
commitment, and permanently reduce but not terminate the revolving loan
commitment provided such prepayments or reductions are in the minimum amount of
$500,000 and integral multiples of $250,000, subject to the payment of certain
pre-payment fees declining from 1.0% in the event the termination or reduction
occurs during the first year, 0.5% in the event the termination or reduction
occurs during the second year, and 0.25% in the event the termination or
reduction occurs during the third year of the term of the Amended and Restated
Credit Agreement. We are required to use, subject to certain exceptions, the net
proceeds from the sale of any assets or the stock of any subsidiary to prepay
all borrowings under the facilities. We are required to repay

                                       9
any borrowings in excess of the applicable borrowing availability, including
borrowings under the term loan in excess of 70% of the forced liquidation value
of eligible term loan equipment. The forced liquidation value of the eligible
term loan equipment is established by appraisal conducted from time to time but
not more than twice per year.

         Closing Conditions. Initial borrowings under the Amended and Restated
Credit Agreement were subject to the fulfillment at or before the closing of a
number of closing conditions, including among others, the accuracy of the
representations and warranties made by us in the Amended and Restated Credit
Agreement, delivery of executed loan documents, officers' certificates and an
opinion of counsel, the receipt of all required approvals, an opening borrowing
availability under the revolving loan of $7.0 million, after giving effect to
the initial borrowing under the revolving loan facility, payment of all fees to
GECC, receipt of the proceeds from the Second Lien Credit Agreement, the
consummation of the Bobcat acquisition, the completion of legal due diligence, a
minimum EDITDA for us, and including Bobcat, for the 12 months ended September
30, 2005 of not less than $26.0 million, compliance with the leverage ratio
covenants of the Amended and Restated Credit Agreement. Future advances are
subject to the continuing accuracy of our representations and warranties as of
such date (other than those relating expressly to an earlier date), the absence
of any event or circumstance constituting a "material adverse effect," as
defined, the absence of any default or event of default under the Amended and
Restated Credit Agreement, and the borrowings not exceeding the applicable
borrowing availability under the Amended and Restated Credit Agreement, after
giving effect to such advance. A "material adverse effect" is defined to include
a material adverse effect on our business, assets, operations, prospects or
financial or other condition, on our ability to pay any of the loans under the
Restated Credit Agreement, on the collateral or on lenders liens or rights and
remedies under the Restated Credit Agreement. An event constituting a material
adverse effect also includes a decline in the "Average Rig Count" (excluding
Canada and international rigs) published by Baker Hughes, Inc. falling below 800
for 12 consecutive weeks. Further conditions to each advance under the capital
expenditure facility require the delivery of evidence that the advance is in
compliance with the conditions of the Amended and Restated Credit Agreement with
respect to amounts that may be borrowed to finance capital expenditures.

         Affirmative and Negative Covenants. Under the Amended and Restated
Credit Agreement, we are obligated to maintain compliance with a number of
affirmative and negative covenants. Affirmative covenants we must comply with
include requirements to maintain our corporate existence and continue the
conduct of our business substantially as conducted in December 2005, promptly
pay all taxes and governmental assessments and levies, maintain our corporate
books and records, maintain insurance in form and amounts and with insurers
reasonably acceptable to GECC, comply with applicable laws and regulations,
maintain key man life insurance on the life of William L. Jenkins, provide
supplemental disclosure to the lenders, refrain from violating the intellectual

                                       10
property of others, conduct our operations in compliance with environmental
laws, provide a mortgage or deed of trust to the lenders granting a first lien
on our real estate upon the request of the lenders, and provide certificates of
title on newly acquired equipment with the lender's lien noted.

         Negative covenants we may not violate include, among others and subject
to limitations and exceptions, (i) forming or acquiring a subsidiary, (ii)
merging with, acquiring all or substantially all the assets or stock of, or
otherwise combining with or acquiring, another person, (iii) making an
investment in or loan to another person, subject to certain exceptions for
specified high grade investments so long as there are no revolving loans
outstanding, (iv) incurring any indebtedness other than specified permitted
indebtedness, (v) entering into any transaction with an affiliate except in the
ordinary course of our business and on fair and reasonable terms no less
favorable than would be obtained in a comparable arm's length transaction with a
non-affiliated person, (vi) making loans to our employees in amounts exceeding
$50,000 individually and $250,000 in the aggregate, (vii) issuing any shares of
our common stock if any of our stock or the stock of a subsidiary is pledged to
GECC, making any change in our business objectives or operations that could
adversely affect repayment of the loans or could reasonably be expected to have
or result in a material adverse effect, making any change in our capital
structure, including the issuance of any stock, warrants or convertible
securities or any revision in the terms of outstanding stock except for
permitted payments to holders of subordinated debt and options granted under an
existing or future incentive option plan, or amending our charter or by-laws in
a manner that would adversely affect our duty or ability to repay the
indebtedness, or engaging in any business other than that engaged in by us on
December 16, 2005; (viii) creating or permitting to exist any liens on our
properties or assets, with the exception of (x) those granted to the lenders
under the Amended and Restated Credit Agreement or in existence on the date of
making the loan and permitted re-financings, extensions and renewals of such
liens provided the indebtedness secured is not increased and the lien does not
attach to any additional property, or (y) liens created after December 16, 2005
by conditional sale or other title retention agreements or in connection with
purchase money indebtedness with respect to equipment and fixtures acquired in
the ordinary course of business involving the incurrence of an aggregate amount
of purchase money indebtedness and capital lease obligations of not more than
$2.0 million outstanding at any one time or (z) liens securing the indebtedness
under the Second Lien Credit Agreement, (xi) selling any of our properties or
other assets, including the stock of any subsidiary, except inventory in the
ordinary course of business, obsolete or unused equipment or fixtures with an
appraised value not exceeding $200,000 per transaction and $500,000 per year,
and other equipment and fixtures with a book value not exceeding $200,000 per
transaction and $500,000 per year, (xii) breaching or failing to comply with the
various financial covenants in the credit agreement, (xiii) releasing any
hazardous material that would violate environmental laws or adversely impact the
value of any collateral; (xiv) engaging in a sale leaseback, synthetic lease or
similar transaction, (xv) making any restricted payments,

                                       11
including payment of dividends, stock or warrant redemptions, repaying
subordinated notes, except as otherwise permitted under the Amended and Restated
Credit Agreement, rescission of the sale of outstanding stock, subject to
certain exceptions including, among others, permitted prepayments or redemptions
of Junior Capital using the net proceeds from a public offering of our common
stock, payment of reasonable and customary fees to our non-employee directors,
reimbursement of the reasonable expenses of St. James Capital Corp., St. James
Capital Partners, L.P., SJMB, LP, and SJMB, LLC in an amount not to exceed
$60,000 per year, payment of a $274,000 fee to SJMB, L.P. not later than
December 31, 2006 on the date we complete our first public offering of common
stock after December 16, 2005, and "Change of Control" payments (as "Change of
Control" is defined in the employment agreements with the parties to receive the
payments) on and after December 16, 2005 but before December 31, 2005 in the
amount of approximately $1.1 million, and, in connection with in a contemplated
public offering of shares of our common stock, in an aggregate amount not to
exceed approximately $2.7 million, (xvi) purchasing any real estate in excess of
$250,000, (xvii) engaging in any speculative hedging transactions; (xviii)
amending or changing the terms of our subordinated debt, (xix) changing or
amending the Second Lien Credit Agreement, or (xx) changing or amending the
Bobcat acquisition agreement.

         The financial covenants prohibit us from making capital expenditures in
any fiscal year commencing with the fiscal year ending December 31, 2006 in an
aggregate amount exceeding $6.5 million(excluding amounts financed under our
capital expenditure loan facility), plus in any period the amount by which $6.5
million exceeds the amount of capital expenditures expended in the prior period.

         Commencing with the fiscal quarter ending March 31, 2006, we are
required to have at the end of each fiscal quarter and for the 12-month period
then ended, a ratio of (a) EBITDA minus capital expenditures paid in cash during
such period, excluding capital expenditures financed under the Amended and
Restated Credit Agreement, minus income taxes paid in cash during such period to
(b) fixed charges including, with certain exceptions, the total of principal and
interest payments during such period, of not less than 1.25:1.0. For the purpose
of calculating the ratio for the fiscal quarters ending March 31, 2006, June 30,
2006 and September 30, 2006, EBITDA and fixed charges are to be measured for the
period commencing on January 1, 2006 and ending on the last day of such fiscal
quarter.

         We are required to have, at the end of each fiscal month, a ratio of
funded debt to EBITDA as of the last day of such fiscal month and for the
12-month period then ended of not more than the following

         2.25:1.00 for the fiscal months ending on January 31, 2006 through
                   March 31, 2006;
         2.25:1.00 for the fiscal months ending on April 30, 2006 through
                   June 30, 2006;
         2.00:1.00 for the fiscal months ending on July 31, 2006 through

                                       12
September 30, 2006;
         2.00:1.00 for the fiscal months ending on October 30, 2006 through
                   December 31, 2006;
         2.00:1.00 for the fiscal months ending on January 31, 2007 through
                   March 31, 2007; and
         1.75:1.00 for each fiscal month ending thereafter.

         We are required to have, at the end of each fiscal month, EBITDA for
the 12-month period then ended of not less than the following:
         $33,000,000 for the fiscal months ending on January 31, 2006 through
                     March 31, 2006;
         $33,000,000 for the fiscal months ending on April 30, 2006 through
                     June 30, 2006;
         $34,000,000 for the fiscal months ending on July 31, 2006 through
                     September 30, 2006;
         $34,000,000 for the fiscal months ending on October 30, 2006 through
                     December 31, 2006; and
         $35,000,000 for each fiscal month ending thereafter.

         Events of Default. Events of default under the Amended and Restated
Credit Agreement include, among others and subject to certain limitations, (a)
the failure to make any payment of principal, interest, or fees when due and
payable or to pay or reimburse GECC for any expense reimbursable under the
Amended and Restated Credit Agreement within ten days of demand for payment, (b)
the failure to perform the covenants under the Amended and Restated Credit
Agreement relating to use of proceeds, maintenance of a cash management system,
maintenance of insurance, delivery of certificates of title for equipment,
delivery of certain post-closing documents, and maintenance of compliance with
the Amended and Restated Credit Agreement's negative covenants, (c) the failure
to deliver to the lenders monthly un-audited, quarterly un-audited and annual
audited financial statements, an annual operating plan, and other reports,
certificates and information as required by the Amended and Restated Credit
Agreement, (d) the failure to perform any other provision of the Amended and
Restated Credit Agreement (other than those set forth in (b) above) which
nonperformance remains un-remedied for 20 days or more, (e) a default or breach
under any other agreement or instrument to which we are a party beyond any grace
period that involves the failure to pay in excess of $250,000 or causes or
permits to cause indebtedness in excess of $250,000 to become due prior to its
stated maturity, (f) any information in a borrowing base certificate or any
representation or warranty or certificate or in any written statement report, or
financial statement delivered to GECC being untrue or incorrect in any material
respect, (g) a change of control, as defined, of us, (h) the occurrence of an
event having a material adverse effect, (i) the initiation of insolvency,
bankruptcy or liquidation proceedings, (j) any final judgment for the payment of
money in excess of $250,000 is outstanding against us and is not within thirty
days discharged, stayed or bonded pending appeal, (k) any material provision of
or lien under any document relating to the Amended and Restated Credit

                                       13
Agreement ceases to be valid, (l) the attachment, seizure or levy upon of our
assets which continues for 30 days or more, and (m) William Jenkins ceases to
serve as our chief executive officer, unless otherwise agreed by GECC. Upon the
occurrence of a default, which is defined as any event that with the passage of
time or notice or both would, unless waived or cured, become an event of
default, or event of default, the lenders may discontinue making revolving loans
and capital expenditure loans to us and increase the interest rate on all loans.
Upon the occurrence of an event of default, the lenders may terminate the
Amended and Restated Credit Agreement, declare all indebtedness outstanding
under the Amended and Restated Credit Agreement due and payable, and exercise
any of their rights under the Amended and Restated Credit Agreement which
includes the ability to foreclose on our assets. In the event of a bankruptcy or
liquidation proceeding, all borrowings under the Amended and Restated Credit
Agreement are immediately due and payable.

         Exhibit to this Current Report on Form 8-K. Reference is made to the
Amended and Restated Credit Agreement, filed as an exhibit to this Current
Report on Form 8-K, for a complete statement of its terms and conditions.

   SECOND LIEN CREDIT AGREEMENT WITH GECC

         The Term Loan. On December 16, 2005, we entered into the Second Lien
Credit Agreement with GECC, providing for a term loan $25.0 million.

         Interest Rate. The annual interest rate on borrowings under the term
loan is 6.0% above the index rate. The index rate is a floating rate equal to
the higher of (i) the rate publicly quoted from time to time by the Wall Street
Journal as the prime rate, or (ii) the average of the rates on overnight Federal
funds transactions among members of the Federal Reserve System plus 0.5%.
Subject to the absence of an event of default and fulfillment of certain other
conditions, we can elect to borrow or convert any loan and pay the annual
interest at the LIBOR rate plus a margin of 7.5%. If an event of default in the
nature of a failure to make any payment of principal of, interest on or fees
owing in respect to loans when due and payable or the commencement of bankruptcy
proceedings involving us has occurred, the annual interest rate is increased by
2% and, if any other default or event of default has occurred and is continuing,
GECC may elect to increase the interest rate by that amount.

         Collateral. The loan under the Second Lien Credit Agreement is
collateralized by a junior lien against substantially all of our assets,
subordinate to the lien under the Amended and Restated Credit Agreement.

         Use of Proceeds. Initial borrowings under the Second Lien Credit
Agreement advanced on December 16, 2005 of $25.0 million were used to pay a
portion of the Bobcat acquisition purchase price.

         Maturity of Loan. Outstanding borrowings under the Second Lien Credit
Agreement are due and payable on March 16, 2009, unless previously repaid.

                                       14
Mandatory and Voluntary Prepayments. Borrowings under the Second Lien
Credit Agreement are subject to certain mandatory pre-payments including, among
other requirements, pre-payment out of a portion of the net proceeds of any sale
of stock by us in a public offering in a manner substantially identical to the
mandatory repayment provisions out of a portion of the net proceeds of any sale
of stock by us in a public offering under the terms of the Amended and Restated
Credit Agreement described above.

         If we issue any shares of common stock, other than as described above
in a public offering of our securities, or any debt at any time, we are required
to prepay the loans outstanding under the Second Lien Credit Agreement in an
amount equal to all such proceeds, net of underwriting discounts and commissions
and other reasonable costs.

         Any mandatory prepayments made as provided above are to be applied
substantially as follows: first, to any fees then due and payable to GECC,
second, to interest then due and payable on the loan and, third, to prepay the
principal of the loan.

         We may at any time prepay all or part of the loan or capital
expenditure loan, subject to the payment of certain pre-payment fees declining
from 2.0% in during the first year, 1.0% during the second year, and 0.5% in the
event the termination or reduction occurs during the third year of the term of
the Second Lien Credit Agreement. We are required to use, subject to certain
exceptions, the net proceeds from the sale of any assets or the stock of any
subsidiary to prepay all borrowings under the facilities.

         Closing Conditions. Initial borrowings under the Second Lien Credit
Agreement were subject to the fulfillment at or before the closing of closing
conditions substantially identical to the conditions to be fulfilled in
connection with the closing under the Amended and Restated Credit Agreement
described above.

         Affirmative and Negative Covenants. Under the Second Lien Credit
Agreement, we are obligated to maintain compliance with a number of affirmative
and negative covenants, including financial covenants that are substantially
identical to the covenants we are obligated to comply with under the terms of
the Amended and Restated Credit Agreement described above.

         Events of Default. Events of default under the Second Lien Credit
Agreement are substantially identical to events of default under the Amended and
Restated Credit Agreement described above.

         Exhibit to this Current Report on Form 8-K. Reference is made to the
Second Lien Credit Agreement, filed as an exhibit to this Current Report on Form
8-K, for a complete statement of its terms and conditions.

         General. There can be no assurance that we will be able to remain in
compliance with the financial and other covenants of the Amended and Restated

                                       15
Credit Agreement and the Second Lien Credit Agreement or be able to obtain such
amendments, consents or waivers with respect to potential violations of these
covenants when required. Our inability to do so may result in our being placed
in violation of those financial and other covenants. We can make no assurances
that we will remain in compliance with our debt covenants or generate sufficient
cash flows to service our debt and fund operations. Failure to comply with these
debt covenants and or generate sufficient cash flow from operations could
significantly impair our liquidity position and could result in GECC exercising
mandatory prepayment options under our Amended and Restated Credit Agreement and
Second Lien Credit Agreement. Should we be unable to borrow funds under our
Amended and Restated Credit Agreement or Second Lien Credit Agreement if
prepayment of those borrowings were required, we can make no assurances that
alternative funding could be obtained.

SECTION 9.        FINANCIAL STATEMENTS AND EXHIBITS.

ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS.

                  (a)      Financial statements of businesses acquired.

                           The financial statements of Bobcat required by this
                           item will be filed by amendment not later than 71
                           calendar days after December 22, 2005.

                  (b)      Pro forma financial information.

                           The pro forma financial information required by this
                           item will be filed by amendment not later than 71
                           calendar days after December 22, 2005.

                  (c)      Exhibits.

                           2.01 Purchase Agreement dated December 16, 2005 by
                                and Among Bobcat Pressure Control, Inc., Bobby
                                Joe Cudd Company, Bobby Joe Cudd, Bill Benedick,
                                Steve Johnston, and Petro Capital I, L.P. and
                                the Registrant
                           10.1 Second Amended and Restated Credit Agreement
                                dated as of December 16, 2005 among the
                                Registrant, and General Electric Capital
                                Corporation and the other credit parties and
                                lenders signatory thereto from time to time.

                                       16
10.2 Second Lien Credit Agreement dated as of
                                December 16, 2005 among the Registrant, and
                                General Electric Capital Corporation and the
                                other credit parties and lenders signatory
                                thereto from time to time.
                           10.3 Amendment dated December 16, 2005 to Extended
                                and Restated Employment Agreement between the
                                Registrant and William L. Jenkins

                                       17
SIGNATURES

         Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                                    BLACK WARRIOR WIRELINE CORP.

Dated:  December 22, 2005     By:      /s/ William L. Jenkins
                                       ---------------------------------
                                           William L. Jenkins, President

                                       18
INDEX TO EXHIBITS

                           2.01 Purchase Agreement dated December 16, 2005 by
                                and Among Bobcat Pressure Control, Inc., Bobby
                                Joe Cudd Company, Bobby Joe Cudd, Bill Benedick,
                                Steve Johnston, and Petro Capital I, L.P. and
                                the Registrant
                           10.1 Second Amended and Restated Credit Agreement
                                dated as of December 16, 2005 among the
                                Registrant, and General Electric Capital
                                Corporation and the other credit parties and
                                lenders signatory thereto from time to time.
                           10.2 Second Lien Credit Agreement dated as of
                                December 16, 2005 among the Registrant, and
                                General Electric Capital Corporation and the
                                other credit parties and lenders signatory
                                thereto from time to time.
                           10.3 Amendment dated December 16, 2005 to Extended
                                and Restated Employment Agreement between the
                                Registrant and William L. Jenkins

                                       19