8-K

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): September 6, 2013

Energy Services of America Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation) 001-32998 (Commission File Number) 20-4606266 (I.R.S. Employer Identification No.)

100 Industrial Lane, Huntington, West Virginia                                                                                                        25702-9694

(Address of Principal Executive Offices)                                                                                                                     (Zip Code)

Registrant’s telephone number, including area code:                                                                                     (304) 399-6315

Not Applicable

(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 (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On November 28, 2012, Energy Services of America Corp. (the “Company”)  and its subsidiary corporations, C.J. Hughes Construction Company, Inc., Contractors Rental Corporation, Nitro Electric Company, Inc. and S.T. Pipeline, Inc. (collectively, the “Obligors”) entered into a forbearance agreement with United Bank, Inc., whereby the Obligors acknowledge that they are in default under the terms of two credit facilities between United Bank, Inc. and the Company and United Bank, Inc. has agreed to forbear from exercising certain of its rights and remedies under the loan agreements and related documents.  On November 29, 2012, the Company filed with the SEC a Form 8-K disclosing that it entered into the Agreement.  The Forbearance Agreement was subsequently amended.

On September 6, 2013, the parties entered into an amendment to the forbearance agreement which extends the period under which the Company must raise funds and establishes tranches in which the capital and cash components of the capital raise must be undertaken.  The amendment also requires the Company to pay the greater of $1.0 million or 50% of the amount collected on a claim the Company is pursuing against a third party.  The claim is currently being arbitrated and there can be no assurance of if, or when, the arbitration will be settled in favor of the Company.  The remaining provisions of the new forbearance agreement are substantially the same as those in the Agreement.

The foregoing is not a complete description of the terms of the new forbearance agreement and such description is qualified in its entirety by the new forbearance agreement which is filed as exhibit 10.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits

(a)	Financial Statements of businesses acquired.
	Not Applicable.
(b)	Pro forma financial information.
	Not Applicable.
(c)	Shell Company Transactions.
	Not Applicable.
(d)	Exhibits.
	10.1Amendment to Forbearance Agreement, dated September 6, 2013

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

	ENERGY SERVICES OF AMERICA CORPORATION
DATE:  September 9, 2013	By: /s/ Larry Blount
	Larry Blount
	Vice President and Chief Financial Officer

EX-10.1

FOURTH AMENDMENT TO FORBEARANCE AGREEMENT

This Fourth Amendment to Forbearance Agreement is made and entered into effective this 6th day of  September, 2013, by and between United Bank, Inc., a West Virginia banking corporation, party of the first part, hereinafter called “Lender”, Energy Services of America Corporation, a Delaware corporation, party of the second part, hereinafter called “Company” or “Borrower”, and C. J. Hughes Construction Company, Inc., a West Virginia corporation, Contractors Rental Corporation, a West Virginia corporation, Nitro Electric Company, Inc., a West Virginia corporation, and S. T. Pipeline, Inc., a West Virginia corporation, parties of the third part, hereinafter called “Guarantors”, the Company and Guarantors sometimes hereinafter collectively called “Obligors”.

RECITALS

A.  Lender has extended two credit facilities in favor of Borrower, the first, an Eighteen Million Dollar ($18,000,000) revolving line of credit (“RLOC”) all of which is set forth in a Loan Agreement dated July 27, 2011 (“RLOC Loan Agreement”) as amended by Agreements dated January 31, 2012, May 10, 2012 and July 25, 2012 and evidenced by a note dated July 27, 2011 (“RLOC Note”), and the second, an Eleven Million Three Hundred Thousand Dollar ($11,300,000) term loan (“Term Loan”), all of which is set forth in a Loan Agreement dated July 27, 2011 (“Term Loan Agreement”) as amended by Agreements dated January 31, 2012, May 10, 2012 and July 25, 2012 and evidenced by a note dated July 27, 2011 (“Term Note”).  The RLOC Note and the Term Note are hereinafter referred to as the "Notes".  The RLOC Loan and the Term Loan are hereinafter referred to as the "Indebtedness".

B.  The parties have previously executed a Forbearance Agreement dated May 31, 2013, as amended by agreements dated June 5, 2013, June 15, 2013 and July 31, 2013.

C.  Paragraph 6(e)(5) of the Forbearance Agreement requires ESA to raise not less than Six Million Dollars ($6,000,000.00) in cash equity with One Million of the funds to be used to reduce the principal balance of the Indebtedness.

D.  Obligors have requested Lender to permit certain subordinated debt to be converted to equity and counted as part of the Six Million Dollars ($6,000,000.00) to be raised and Lender by this Agreement has agreed to the swap on the terms and conditions set forth below.

E.  Capitalized terms used herein which are not otherwise defined in this Agreement shall have the meaning set forth for them in the Loan Documents.

NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and intending to be legally bound hereby, the parties hereby agree as follows:

1.           Paragraph 6(e)(5) of the Forbearance Agreement shall be amended in the following manner:

 Obligors shall raise a total of Seven Million Four Hundred Thousand Dollars ($7,400,000.00) in equity. The parties acknowledge that as of the date of this Amendment, Three Million Dollars has been raised, of which One Million Dollars has been paid to Lender as a principal reduction to the Indebtedness. Of the remaining monies to be raised, One and a Half Million Dollars ($1,500,000.00) is to be raised by August 31, 2013, One and a Half Million Dollars ($1,500,000.00) cash to be raised by September 30, 2013 and the remaining One Million Four Hundred Thousand Dollars ($1,400,000.00) cash to be raised by December 31, 2013.  Lender hereby consents to a swap by and between Marshall Reynolds (“Reynolds”) and the Obligors of certain subordinated debt owed to Reynolds by Obligors for Preferred Stock being offered by Obligors. The Preferred Stock to be issued to Reynolds will accrue interest but will not be payable until approved by the Lender, which consent shall not be unreasonably withheld. The parties further agree that the amount of debt held by Reynolds and converted into equity shall be counted toward the One and a Half Million Dollars in equity to be raised by August 31, 2013.

2.           In consideration of this Amendment, the Obligors further agree that upon receipt of any payments from the Longview receivable, Obligors shall promptly pay to Lender as a reduction in principal of the Indebtedness the greater of One Million Dollars ($1,000,000.00) or fifty percent (50%) of the amount collected.

3.         All other terms and conditions of the Forbearance Agreement shall remain the same and in full force and effect.

IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto, have caused this Forbearance Agreement to be duly executed by their duly authorized officers as of the date first written above.

LENDER:
		United Bank, Inc.
		a West Virginia corporation
	By:	/s/ Troy LeMaster
	Name:	Troy LeMaster
	Title:	Vice President

BORROWER:
		Energy Services of America Corporation
		a Delaware corporation
	By:	/s/ Doug Reynolds
	Name:	Doug Reynolds
	Title:	Chief Executive Officer

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GUARANTORS:
		C. J. Hughes Construction Company, Inc.
		a West Virginia corporation
	By:	/s/ Doug Reynolds
	Name:	Doug Reynolds
	Title:	Chief Executive Officer

	Contractors Rental Corporation
	a West Virginia corporation
By:	/s/ Doug Reynolds
Name:	Doug Reynolds
Title:	Chief Executive Officer

	Nitro Electric Company, Inc.
	a West Virginia corporation
By:	/s/ Doug Reynolds
Name:	Doug Reynolds
Title:	Chairman

	S.T. Pipeline, Inc.
	a West Virginia corporation
By:	/s/ Doug Reynolds
Name:	Doug Reynolds
Title:	Chairman

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