heckmann – The Following Instructions Relate to a Rights Offering (The Rights Offering) by Nuverra Environmental Solutions, Inc., a Delaware Corporation (Nuverra), to the Holders of Record (The Recordholders) of Its Common Stock, Par Value $0.01 Per Share (The Common Stock), as Described in the Prospectus Dated December 10, 2018 (The Prospectus). Recordholders of Common Stock as of 5:00 p.m., New York Time, on December 10, 2018 (The Record Date) Are Receiving, at No Charge, Non- Transferable Subscription Rights (The Subscription Rights) to Subscribe for and Purchase Shares of Common Stock (The Underlying (December 7th, 2018)
heckmann – The TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANYS PROSPECTUS DATED DECEMBER , 2018 (THE PROSPECTUS) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, THE SUBSCRIPTION AGENT Nuverra Environmental Solutions, Inc. Incorporated Under the Laws of the State of Delaware NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE Evidencing Non- Transferable Subscription Rights to Purchase Shares of Common Stock of Nuverra Environmental Solutions, Inc. Subscription Price: $9.61 Per Share THE (December 4th, 2018)
heckmann – The Following Instructions Relate to a Rights Offering (The Rights Offering) by Nuverra Environmental Solutions, Inc., a Delaware Corporation (Nuverra), to the Holders of Record (The Recordholders) of Its Common Stock, Par Value $0.01 Per Share (The Common Stock), as Described in the Prospectus Dated December 10, 2018 (The Prospectus). Recordholders of Common Stock as of 5:00 p.m., New York Time, on December 10, 2018 (The Record Date) Are Receiving, at No Charge, Non- Transferable Subscription Rights (The Subscription Rights) to Subscribe for and Purchase Shares of Common Stock (The Underlying (December 4th, 2018)
heckmann – Separation Agreement and Mutual Release (December 3rd, 2018)This SEPARATION AGREEMENT AND MUTUAL RELEASE (this "Agreement") is made and entered into between Edward A. Lang III (hereinafter referred to as "Employee"), who currently resides in the State of South Carolina, and Nuverra Environmental Solutions, Inc., a Delaware corporation (the "Company"). Employee and the Company are also referred to herein individually as a "Party" and collectively as the "Parties". Unless otherwise specified, capitalized terms have the meanings set forth herein, but if not defined in this Agreement, then capitalized terms shall have the meaning given to them in the Employment Agreement. This Agreement is made in light of the following:
heckmann – Employment Agreement (November 21st, 2018)This Employment Agreement (the "Agreement") is made and entered into by and between Stacy Hilgendorf (the "Employee") and Nuverra Environmental Solutions, Inc. (the "Company"), effective as of November 15, 2018 (the "Effective Date").
heckmann – Employment Agreement (November 21st, 2018)This EMPLOYMENT AGREEMENT (the "Agreement" or "Employment Agreement") dated November 19, 2018 (the "Effective Date") between Charles K. Thompson ("Employee") and Nuverra Environmental Solutions, Inc. (the "Company") (each of the Employee and the Company, a "Party," and collectively, the "Parties") provides:
heckmann – First Amendment to Credit Agreement (October 11th, 2018)
heckmann – Subordination Agreement (October 11th, 2018)
heckmann – EQUITY PURCHASE AGREEMENT Among SELLERS DAVID NIEDERST IRREVOCABLE TRUST STILLWATER SEVEN, LLC and BUYER NUVERRA OHIO DISPOSAL LLC Dated as of October 5, 2018 (October 11th, 2018)
heckmann – First Amendment to Intercreditor Agreement (October 11th, 2018)
heckmann – BRIDGE TERM LOAN CREDIT AGREEMENT by and Among WILMINGTON SAVINGS FUND SOCIETY, FSB, as Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and NUVERRA ENVIRONMENTAL SOLUTIONS, INC. As Borrower Dated as of October 5, 2018 (October 11th, 2018)
heckmann – Notwithstanding Anything Herein to the Contrary, the Exercise of Any Right or Remedy by the Agent or Any Other Guarantied Party Hereunder Is Subject to the Limitations and Provisions Contained in the Subordination Agreement Dated as of October 5, 2018 (As Amended, Restated, Supplemented or Otherwise Modified From Time to Time, the Intercreditor Agreement), Among Acf Finco I Lp, as Senior Agent, Wilmington Savings Fund Society, Fsb, as Second Lien Agentand Wilmington Savings Fund Society, Fsb, as Subordinated Agent. In the Event of Any Conflict Between the Terms of the Intercreditor Agreement a (October 11th, 2018)
heckmann – Nuverra Environmental Solutions, Inc., a Delaware Corporation (The Company), Has Advised Each of the Undersigned (Collectively, the Backstop Parties and Individually Each a Backstop Party) That the Company Intends to Initiate a Rights Offering (The Rights Offering) to All of Its Common Shareholders (Common Shareholders) as of the Record Date (The Record Date) to Be Set by the Board of Directors of the Company (The Board of Directors) Pursuant to Which the Company Will Distribute to Such Common Stockholders on a Pro Rata Basis at No Charge Purchase Rights (Each a Basic Subscription Right) to th (October 11th, 2018)
heckmann – Joinder to Intercompany Subordination Agreement (October 11th, 2018)
heckmann – Second Lien Guaranty and Security Agreement Joinder (October 11th, 2018)
heckmann – Joinder to First Lien Guaranty and Security Agreement (October 11th, 2018)
heckmann – Contract (October 11th, 2018)
heckmann – Employment Agreement (June 21st, 2018)This EMPLOYMENT AGREEMENT (the Agreement or Employment Agreement) dated June 18, 2018 (the Effective Date) between Robert Fox (Employee) and Nuverra Environmental Solutions, Inc. (the Company) (each of the Employee and the Company, a Party, and collectively, the Parties) provides:
heckmann – Engagement Agreement (May 9th, 2018)This Engagement Agreement (this "Agreement") is entered into as of the 2nd day of March, 2018 (the "Effective Date") by and between Nuverra Environmental Solutions, Inc., a Delaware corporation (the "Company"), and Charles K. Thompson (the "Interim CEO").
heckmann – April 20, 2018 Nuverra Environmental Solutions, Inc. 14624 N. Scottsdale Road, Suite 300 Scottsdale, AZ 85254 Re: Registration Statement on Form S-1 Filed by Nuverra Environmental Solutions, Inc. Ladies and Gentlemen: (April 20th, 2018)We have acted as counsel for Nuverra Environmental Solutions, Inc., a Delaware corporation (the Company), in connection with the registration for resale from time to time, on a continuous or delayed basis, of up to 10,449,214 shares of the Companys common stock, par value $0.01 (the Common Stock), by the selling stockholders identified in the Registration Statement on Form S-1 (the Registration Statement) filed by the Company to effect the registration of the Common Stock under the Securities Act of 1933, as amended (the Securities Act), and to which this opinion has been filed as an exhibit. The Common Stock was issued pursuant to the Amended Prepackaged Plans of Reorganization of the Company and certain of its material subsidiaries (together, and as amended, the Plan), as confirmed by an order approving the Plan (the Order) entered by the United States Bankruptcy Court for the District of Delaware on July 25, 2017. This opinion is being furnished in accordance with the requirements o
heckmann – March 16, 2018 Nuverra Environmental Solutions, Inc. 14624 N. Scottsdale Road, Suite 300 Scottsdale, AZ 85254 Re: Registration Statement on Form S-1 Filed by Nuverra Environmental Solutions, Inc. Ladies and Gentlemen: (March 16th, 2018)We have acted as counsel for Nuverra Environmental Solutions, Inc., a Delaware corporation (the Company), in connection with the registration for resale from time to time, on a continuous or delayed basis, of up to 10,449,214 shares of the Companys common stock, par value $0.01 (the Common Stock), by the selling stockholders identified in the Registration Statement on Form S-1 (the Registration Statement) filed by the Company to effect the registration of the Common Stock under the Securities Act of 1933, as amended (the Securities Act), and to which this opinion has been filed as an exhibit. The Common Stock was issued pursuant to the Amended Prepackaged Plans of Reorganization of the Company and certain of its material subsidiaries (together, and as amended, the Plan), as confirmed by an order approving the Plan (the Order) entered by the United States Bankruptcy Court for the District of Delaware on July 25, 2017. This opinion is being furnished in accordance with the requirements o
heckmann – Separation Agreement and Mutual Release (March 5th, 2018)This SEPARATION AGREEMENT AND MUTUAL RELEASE (this Agreement) is made and entered into between Mark D. Johnsrud (hereinafter referred to as Employee), who currently resides in the State of North Dakota, and Nuverra Environmental Solutions, Inc., a Delaware corporation (the Company). Employee and the Company are also referred to herein individually as a Party and collectively as the Parties. Unless otherwise specified, capitalized terms have the meanings set forth herein, but if not defined in this Agreement, then capitalized terms shall have the meaning given to them in the Employment Agreement. This Agreement is made in light of the following:
heckmann – Nuverra Environmental Solutions, Inc. 2017 Long Term Incentive Plan (February 23rd, 2018)
heckmann – Part I (February 23rd, 2018)Effective February 23, 2018, (Award Date) you have been granted an Award of Performance Restricted Stock Units (Awarded Performance Units) for settlement in 531,618 shares of NUVERRA ENVIRONMENTAL SOLUTIONS, INC. (the Company) common stock, par value $0.01 per share (Shares). This Award is not settled in Shares until the vesting date shown below, conditioned upon both the Service Condition and Performance Condition being met.
heckmann – Part I (February 23rd, 2018)Effective , 2018, (Award Date) you have been granted an Award of Restricted Stock Units (Awarded RSUs) for shares of NUVERRA ENVIRONMENTAL SOLUTIONS, INC. (the Company) common stock, par value $0.01 per share (Shares). This Award is not settled in Shares until the vesting date(s) shown below.
heckmann – Part I (February 23rd, 2018)Effective February 23, 2018, (Award Date) you have been granted an Award of Restricted Stock Units (Awarded RSUs) for 531,618 shares of NUVERRA ENVIRONMENTAL SOLUTIONS, INC. (the Company) common stock, par value $0.01 per share (Shares). This Award is not settled in Shares until the vesting date(s) shown below.
heckmann – Nuverra Environmental Solutions, Inc. 2018 Restricted Stock Plan for Directors (February 23rd, 2018)THIS NUVERRA ENVIRONMENTAL SOLUTIONS, INC. 2018 RESTRICTED STOCK PLAN FOR DIRECTORS (the Plan) is made effective this 22nd day of February, 2018, to govern the grant of shares of restricted stock to Directors of the Company.
heckmann – Part I (February 23rd, 2018)Effective , 2018, (Award Date) you have been granted an Award of Performance Restricted Stock Units (Awarded Performance Units) for settlement in shares of NUVERRA ENVIRONMENTAL SOLUTIONS, INC. (the Company) common stock, par value $0.01 per share (Shares). This Award is not settled in Shares until the vesting date shown below, conditioned upon both the Service Condition and Performance Condition being met.
heckmann – Part I (February 23rd, 2018)Effective August 7, 2017 (Grant Date), you (Option Holder) have been granted a nonqualified stock option to buy 354,411 Shares of NUVERRA ENVIRONMENTAL SOLUTIONS, INC., a Delaware corporation (the Company) common stock, par value $0.01 per share (Shares), at an exercise price of $37.03 per Share (Exercise Price).
heckmann – Restricted Stock Grant Agreement Pursuant to the Nuverra Environmental Solutions, Inc. 2018 Restricted Stock Plan for Directors (February 23rd, 2018)RESTRICTED STOCK GRANT AGREEMENT (the Agreement), dated as of , (the Date of Grant) between Nuverra Environmental Solutions, Inc., a Delaware corporation (the Company), and (the Grantee).
heckmann – Employment Agreement (August 29th, 2017)This EMPLOYMENT AGREEMENT (the Agreement or Employment Agreement) dated August 23, 2017 (the Effective Date) between Ed Lang (Employee) and Nuverra Environmental Solutions, Inc. (the Company) (each of the Employee and the Company, a Party, and collectively, the Parties) provides:
heckmann – FIRST LIEN CREDIT AGREEMENT by and Among ACF FINCO I LP, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and NUVERRA ENVIRONMENTAL SOLUTIONS, INC. As Borrower Dated as of August 7, 2017 (August 11th, 2017)THIS FIRST LIEN CREDIT AGREEMENT (this Agreement), is entered into as of August 7, 2017, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a Lender, as that term is hereinafter further defined), ACF FINCO I LP, an entity managed by Ares Management, L.P., as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, Agent), and NUVERRA ENVIRONMENTAL SOLUTIONS, INC., a Delaware corporation (Borrower).
heckmann – Second Lien Trademark Security Agreement (August 11th, 2017)This SECOND LIEN TRADEMARK SECURITY AGREEMENT (this Trademark Security Agreement) is made this 7th day of August, 2017, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, Grantors and each individually Grantor), and WILMINGTON SAVINGS FUND SOCIETY, FSB, in its capacity as agent for the Lender Group (in such capacity, together with its successors and assigns in such capacity, Agent).
heckmann – SECOND LIEN TERM LOAN CREDIT AGREEMENT by and Among WILMINGTON SAVINGS FUND SOCIETY, FSB, as Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and NUVERRA ENVIRONMENTAL SOLUTIONS, INC. As Borrower Dated as of August 7, 2017 (August 11th, 2017)THIS SECOND LIEN TERM LOAN CREDIT AGREEMENT (this Agreement), is entered into as of August 7, 2017, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a Lender, as that term is hereinafter further defined), WILMINGTON SAVINGS FUND SOCIETY, FSB, as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, Agent), and NUVERRA ENVIRONMENTAL SOLUTIONS, INC., a Delaware corporation (Borrower).
heckmann – First Lien Trademark Security Agreement (August 11th, 2017)This FIRST LIEN TRADEMARK SECURITY AGREEMENT (this Trademark Security Agreement) is made this 7th day of August, 2017, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, Grantors and each individually Grantor), and ACF FINCO I LP, a Delaware limited partnership, in its capacity as agent for the Lender Group (in such capacity, together with its successors and assigns in such capacity, Agent).