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): October 1, 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 October 1, 2013, the parties entered into an amendment to the forbearance agreement which extends the period under which the Company must raise $1,205,000 in cash equity previously due to be raised by September 30, 2013 until October 31, 2013.  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 October 1, 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:  October 4, 2013	By:  /s/ Larry Blount
	Larry Blount
	Vice President and Chief Financial Officer

EX-10.1

FIFTH AMENDMENT TO FORBEARANCE AGREEMENT

This Fifth Amendment to Forbearance Agreement is made and entered into effective this 1st day of  October, 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, July 31, 2013 and September 6, 2013, (collectively the “Forbearance Agreement”).

C.  Paragraph 6(e)(5) of the Forbearance Agreement as amended requires ESA to raise not less than Seven Million Four Hundred Thousand Dollars ($7,400,000.00) in equity with One Million Five Hundred Thousand Dollars ($1,500,000.00) in cash equity to be raised during the month of September.

D.  Obligors to date have only raised Four Hundred Seventy Five Thousand Dollars ($475,000.00) of the One Million Five Hundred Thousand Dollars ($1,500,000.00) to be raised. Obligors have requested Lender to extend the time to raise the additional One Million Twenty Five Thousand Dollars ($1,025,000.00) in cash equity which was to have been raised by September 30, 2013 and Lender by this Agreement has agreed to extend the time to do so 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 further amended in the following manner:

 The parties acknowledge that as of the date of this Amendment, only Four Hundred Seventy Five Thousand Dollars ($475,000.00) has been raised of the One Million Five Hundred Thousand Dollars ($1,500,000.00) in cash equity to be raised during September 2013. Lender agrees to extend the time to raise the remaining One Million Twenty Five Thousand Dollars ($1,025,000.00) in cash equity to October 31, 2013. The requirement to raise an additional One Million Four Hundred Thousand Dollars ($1,400,000.00) cash equity by December 31, 2013 remains unchanged.

2.           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

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