FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 11th, 2018 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec • New York
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”).
FIRST AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • October 11th, 2018 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec • New York
This FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (this “Amendment”), dated as of October 5, 2018, is entered into by and among ACF FINCO I LP, a Delaware limited partnership, in its capacity as administrative agent under the Senior Loan Documents (in such capacity, together with its successors and assigns in such capacity from time to time, “Senior Agent”), and WILMINGTON SAVINGS FUND SOCIETY, FSB, in its capacity as administrative agent under the Subordinated Loan Documents (in such capacity, together with its successors and assigns in such capacity from time to time, the “Subordinated Agent”). Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Intercreditor Agreement referred to below.
JOINDER TO INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • October 11th, 2018 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec
JOINDER TO INTERCOMPANY SUBORDINATION AGREEMENT (this “Joinder”) dated as of October 5, 2018, to the Intercompany Subordination Agreement dated as of August 7, 2017 (as amended, restated, supplemented or otherwise modified from time to time, including all exhibits and schedules thereto, the “Agreement”) by and among each of the persons originally party thereto as an “Obligor” (the “Original Obligors”), ACF FINCO I LP, an entity managed by Ares Management, L.P., as administrative agent for each member of the First Lien Lender Group (in such capacity, together with its successors and assigns in such capacity, the “First Lien Agent”), and WILMINGTON SAVINGS FUND SOCIETY, FSB, as administrative agent for each member of the Second Lien Lender Group (in such capacity, together with its successors and assigns in such capacity, “Second Lien Agent”; and together with the First Lien Agent, collectively, the “Agents”).
EQUITY PURCHASE AGREEMENT among SELLERS DAVID NIEDERST IRREVOCABLE TRUST STILLWATER SEVEN, LLC and BUYER NUVERRA OHIO DISPOSAL LLC dated as of October 5, 2018Equity Purchase Agreement • October 11th, 2018 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec • Delaware
This Equity Purchase Agreement (this “Agreement”), dated as of October 5, 2018, is entered into by and among the David Niederst Irrevocable Trust (the “Trust”), Stillwater Seven, LLC an Ohio limited liability company (“Stillwater,” and together with the Trust, the “Sellers”), and Nuverra Ohio Disposal LLC, a Delaware limited liability company (“Buyer”) and wholly-owned subsidiary of Nuverra Environmental Solutions, Inc., a Delaware corporation.
SUBORDINATION AGREEMENTSubordination Agreement • October 11th, 2018 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec • New York
This SUBORDINATION AGREEMENT (this “Agreement”) is dated as of October 5, 2018, and entered into by and among ACF FINCO I LP, a Delaware limited partnership, in its capacity as administrative agent under the Senior Loan Documents (as defined herein) (in such capacity, together with its successors and assigns in such capacity from time to time, “Senior Agent”), WILMINGTON SAVINGS FUND SOCIETY, FSB, in its capacity as administrative agent under the Senior Subordinated Loan Documents (as defined herein) (in such capacity, together with its successors and assigns in such capacity from time to time, the “Senior Subordinated Agent”), and WILMINGTON SAVINGS FUND SOCIETY, FSB, in its capacity as administrative agent under the Junior Subordinated Loan Documents (as defined herein) (in such capacity, together with its successors and assigns in such capacity from time to time, the “Junior Subordinated Agent”).
GUARANTY AGREEMENTGuaranty Agreement • October 11th, 2018 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec • New York
This GUARANTY AGREEMENT (this “Agreement”), dated as of October 5, 2018, among the Persons listed on the signature pages hereof as “Guarantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Guarantor” and collectively, the “Guarantors”), and WILMINGTON SAVINGS FUND SOCIETY, FSB, in its capacity as agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”).
JOINDER TO FIRST LIEN GUARANTY AND SECURITY AGREEMENTFirst Lien Guaranty and Security Agreement • October 11th, 2018 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec
Joinder (this “Joinder”), dated as of October 5, 2018, to the First Lien Guaranty and Security Agreement, dated as of August 7, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the “First Lien Guaranty and Security Agreement”), by and among each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each, individually, a “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”).
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, 2018Bridge Term Loan Credit Agreement • October 11th, 2018 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec • New York
THIS BRIDGE TERM LOAN CREDIT AGREEMENT (this “Agreement”), is entered into as of October 5, 2018, 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”), NUVERRA ENVIRONMENTAL SOLUTIONS, INC., a Delaware corporation (“Borrower”) and the Guarantors party hereto.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 11th, 2018 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec • New York
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”).
SECOND LIEN GUARANTY AND SECURITY AGREEMENT JOINDERGuaranty and Security Agreement • October 11th, 2018 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec
Joinder (this “Joinder”), dated as of October 5, 2018, to the Second Lien Guaranty and Security Agreement, dated as of August 7, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the “Second Lien Guaranty and Security Agreement”), by and among each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each, individually, a “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”).
