Standard Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 8th, 2007 • Heckmann CORP • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of , by and among Heckmann Corporation, a Delaware corporation (the “Company”), and the Investors listed on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHTS AGREEMENT dated as of December 21, 2020 between NUVERRA ENVIRONMENTAL SOLUTIONS, INC., as the Company, and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights AgentRights Agreement • December 21st, 2020 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec • Delaware
This RIGHTS AGREEMENT, dated as of December 21, 2020 (this “Agreement”), is made and entered into by and between Nuverra Environmental Solutions, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”).
WARRANT AGREEMENTWarrant Agreement • June 26th, 2007 • Heckmann CORP • New York
THIS WARRANT AGREEMENT (this “Agreement”) is made as of the 21st day of June, 2007 between Heckmann Corporation, a Delaware corporation, with offices at 75080 Frank Sinatra Dr., Palm Desert, California 92211 (the “Company”), and American Stock Transfer & Trust Company, with offices at 59 Maiden Lane, New York, New York 10038 (the “Warrant Agent”).
18,200,000 Shares Heckmann Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 30th, 2012 • Heckmann Corp • Oil & gas field services, nec • New York
NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND EACH OF THE GUARANTORS PARTY HERETO 12.500% / 10.000% SENIOR SECURED SECOND LIEN NOTES DUE 2021 INDENTURE Dated as of April , 2016 TrusteeIndenture • March 17th, 2016 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec • New York
INDENTURE dated as of April , 2016 among Nuverra Environmental Solutions, Inc., a Delaware corporation, the Guarantors (as defined) and , as trustee.
HECKMANN CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2012 • Heckmann Corp • Oil & gas field services, nec • New York
Rough Rider Escrow Inc., a Delaware corporation (the “Stage I Issuer”) and a wholly-owned unrestricted subsidiary of Heckmann Corporation (“Heckmann” or the “Company”), is issuing and selling to the initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), for whom Jefferies & Company, Inc., Wells Fargo Securities, LLC and Credit Suisse Securities (USA) LLC are acting as representatives (the “Representatives”), upon the terms set forth in the Purchase Agreement, dated October 26, 2012, by and among the Stage I Issuer, the Company, the guarantors named therein and the Initial Purchasers (the “Purchase Agreement”) (which, upon consummation of the Merger, will have been duly and validly authorized by each of Acquisition Co. and its domestic subsidiaries), $150,000,000 in aggregate principal amount of its 9.875% Senior Notes due 2018 (each, a “Stage I Note” and collectively, the “Stage I Notes”).
HECKMANN CORPORATION STOCK OPTION AGREEMENTStock Option Agreement • May 8th, 2009 • Heckmann CORP • Blank checks • California
Heckmann Corporation (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Heckmann Corporation 2009 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan Prospectus”
HECKMANN CORPORATION RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 8th, 2009 • Heckmann CORP • Blank checks • California
Heckmann Corporation (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Heckmann Corporation 2009 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the Shares (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions o
AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • February 7th, 2014 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec • New York
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this day of , 20 , by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
HECKMANN CORPORATION INITIAL UNIT SUBSCRIPTION AGREEMENTInitial Unit Subscription Agreement • June 26th, 2007 • Heckmann CORP • Delaware
THIS INITIAL UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 21st day of June, 2007, by and between Heckmann Corporation, a Delaware corporation (the “Company”), and Alfred E. Osborne, Jr. (“Purchaser”).
NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND EACH OF THE GUARANTORS PARTY HERETO 12.500% / 10.000% SENIOR SECURED SECOND LIEN NOTES DUE 2021 INDENTURE Dated as of April , 2016 Wilmington Savings Fund Society, FSB TrusteeIndenture • April 12th, 2016 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec • New York
INDENTURE dated as of April , 2016 among Nuverra Environmental Solutions, Inc., a Delaware corporation, the Guarantors (as defined below) and Wilmington Savings Fund Society, FSB, as trustee.
EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2018 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec • Arizona
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:
October 3, 2007Underwriting Agreement • October 5th, 2007 • Heckmann CORP • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and among Heckmann Corporation, a Delaware corporation (the “Company”), Credit Suisse Securities (USA) LLC, Roth Capital Partners, LLC and Morgan Joseph & Co. Inc. (together, the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), and one warrant, which is exercisable for one share of Common Stock. Certain capitalized terms used herein are defined in paragraph 13 hereof.
NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND EACH OF THE GUARANTORS PARTY HERETO 12.500% / 10.000% SENIOR SECURED SECOND LIEN NOTES DUE 2021 INDENTURE Dated as of April 15, 2016 Wilmington Savings Fund Society, FSB TrusteeIndenture • April 21st, 2016 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec • New York
INDENTURE dated as of April 15, 2016 among Nuverra Environmental Solutions, Inc., a Delaware corporation, the Guarantors (as defined below) and Wilmington Savings Fund Society, FSB, as trustee.
DEBTOR-IN-POSSESSION CREDIT AGREEMENT by and amongCredit Agreement • May 5th, 2017 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec • New York
THIS DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Agreement”), is entered into as of April 30, 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), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and NUVERRA ENVIRONMENTAL SOLUTIONS, INC., a Delaware corporation (“Borrower”).
HECKMANN CORPORATION AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • October 5th, 2007 • Heckmann CORP • Blank checks • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 3rd day of October, 2007, by and between Heckmann Corporation, a Delaware corporation (the “Company”), and Heckmann Acquisition, LLC, a Delaware limited liability company (“Purchaser”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 17th, 2020 • 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”).
CREDIT AGREEMENT dated as of September 7, 2011 among HECKMANN CORPORATION, HECKMANN WATER RESOURCES CORPORATION, HECKMANN WATER RESOURCES (CVR), INC., HEK WATER SOLUTIONS, LLC, 1960 WELL SERVICES, LLC, and HECKMANN WATER RESOURCES (EXCALIBUR), INC.,...Credit Agreement • September 8th, 2011 • Heckmann CORP • Blank checks • New York
This CREDIT AGREEMENT, dated as of September 7, 2011 (as amended, restated, supplemented, increased, extended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among HECKMANN CORPORATION, a Delaware corporation (the “Company”), HECKMANN WATER RESOURCES CORPORATION, a Texas corporation (“HWR”), HECKMANN WATER RESOURCES (CVR) INC., a Texas corporation (“CVR”), HEK WATER SOLUTIONS, LLC, a Delaware limited liability company (“HWS”), 1960 WELL SERVICES, LLC, an Ohio limited liability company (“Well Services”), HECKMANN WATER RESOURCES (EXCALIBUR), INC., an Oklahoma corporation (“Excalibur”), and certain Subsidiaries of the Company from time to time party hereto, as Borrowers, the Lenders from time to time a party hereto, REGIONS BANK, as administrative agent (in such capacity, “Administrative Agent”) and collateral agent (in such capacity, “Collateral Agent”).
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”).
REGISTRATION RIGHTS AGREEMENT by and among NUVERRA ENVIRONMENTAL SOLUTIONS, INC. and THE HOLDERS PARTY HERETO Dated as of August 7, 2017Registration Rights Agreement • August 8th, 2017 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 7, 2017 by and among Nuverra Environmental Solutions, Inc., a Delaware corporation (the “Company”), and the parties identified as “Holders” on the signature page hereto. Capitalized terms used but not otherwise defined herein are defined in Section 1 hereof.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 16th, 2009 • Heckmann CORP • Blank checks • California
This Executive Employment Agreement between Heckmann Corporation (“Company”) and J. John Cheng (“Executive”) is made effective on this 12th day of January 2009 (“Agreement”). Company and Executive hereby agree to the employment of Executive by Company on the following terms and conditions:
AMENDMENT NO. 7 TO INTERCREDITOR AGREEMENTIntercreditor Agreement • April 25th, 2017 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec
THIS AMENDMENT NO. 7 TO INTERCREDITOR AGREEMENT (“Amendment”) is entered into as of April 24, 2017, by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Pari Passu Collateral Agent for the Pari Passu Secured Parties, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Revolving Credit Agreement Agent for the Revolving Credit Agreement Secured Parties, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Term Loan Agent for the Term Loan Secured Parties.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 9th, 2011 • Heckmann CORP • Oil & gas field services, nec • California
This Executive Employment Agreement by and between Heckmann Corporation (the “Company”) and W. Christopher Chisholm (“Executive”) is made this 9th day of November, 2011 (the “Agreement”). The parties hereto agree to the employment of Executive by the Company on the following terms and conditions:
EMPLOYMENT AGREEMENTEmployment Agreement • April 27th, 2021 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement” or “Employment Agreement”) dated April 21, 2021 (the “Effective Date”) between Patrick L. Bond (“Employee”) and Nuverra Environmental Solutions, Inc. (the “Company”) (each of the Employee and the Company, a “Party,” and collectively, the “Parties”) provides:
LIMITED LIABILITY COMPANY AGREEMENT OF NUVERRA ROCKY MOUNTAIN PIPELINE, LLC, a Delaware limited liability company Effective Date: September 18, 2014Limited Liability Company Agreement • March 17th, 2016 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) is entered into as of this 18th day of September, 2014 (the “Effective Date”), by Nuverra Environmental Solutions, Inc., a Delaware corporation, as the sole member (“Member”) of Nuverra Rocky Mountain Pipeline, LLC, a Delaware limited liability company (the “Company”).
AMENDMENT NO. 7 TO INTERCREDITOR AGREEMENTIntercreditor Agreement • April 25th, 2017 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec
THIS AMENDMENT NO. 7 TO INTERCREDITOR AGREEMENT (“Amendment”) is entered into as of April 24, 2017, by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Revolving Credit Agreement Agent, WILMINGTON SAVINGS FUND SOCIETY, FSB, as Term Loan Agent, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Second Lien Agent.
CO-INVESTMENT SECURITIES PURCHASE AGREEMENTCo-Investment Securities Purchase Agreement • October 5th, 2007 • Heckmann CORP • Blank checks • Delaware
This Co-Investment Securities Purchase Agreement (this “Agreement”), dated as of October 3, 2007, is made and entered into by and between Heckmann Corporation, a Delaware corporation (the “Company”), and Richard J. Heckmann (“Buyer”). Buyer and the Company are collectively referred to herein as the “Parties.”
OPERATING AGREEMENT OF BADLANDS LEASING, LLCOperating Agreement • March 17th, 2016 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec • North Dakota
The following terms used in this Operating Agreement shall have the following meanings (unless otherwise expressly provided herein):
Units Heckmann Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2007 • Heckmann CORP • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 4th, 2007 • Heckmann CORP • Blank checks • New York
OPERATING AGREEMENT OF IDEAL OILFIELD DISPOSAL, LLCOperating Agreement • March 17th, 2016 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec • North Dakota
THIS OPERATING AGREEMENT is dated and adopted this 27th day of January, 2014, by the person whose name is subscribed below, who constitutes the sole member of IDEAL OILFIELD DISPOSAL, LLC, a North Dakota Limited Liability Company.
HECKMANN CORPORATION UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • June 26th, 2007 • Heckmann CORP • Delaware
THIS UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 21st day of June, 2007, by and between Heckmann Corporation, a Delaware corporation (the “Company”), and Lou L. Holtz (“Purchaser”).
April 18, 2017Term Loan Credit Agreement • April 20th, 2017 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec
Reference is made to that certain Amended and Restated Credit Agreement dated as of February 3, 2014 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”) by and among Wells Fargo Bank, National Association, as agent (“Agent”) for the Lenders (as defined in the Credit Agreement) (the “Lenders”), and Nuverra Environmental Solutions, Inc., a Delaware corporation (“Borrower”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 16th, 2009 • Heckmann CORP • Blank checks
This Agreement is made and entered into as of June 15, 2007, between Fine Lake International Limited, (hereinafter referred to as “Buyer”), a company organized under the laws of the British Virgin Islands and a wholly owned subsidiary of China Water and Drinks Inc., a Nevada corporation (hereinafter referred to as “CWD”), CWD and Peter Ng (“Mr. Eng”) and Connie Leung (“Ms. Leung”), the shareholders (hereinafter referred to jointly as “Sellers” and individually as a “Seller”) of Pilpol (HK) Biological Limited, a Hong Kong company (hereinafter referred to as “Pilpol” or the “Company”) that owns and operates Nanning Taoda Drink Company Limited, a PRC company (“Nanning”) that is a bottled water production company located at Nanning City (Guangxi Province) of the People’s Republic of China.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 6th, 2012 • Heckmann Corp • Oil & gas field services, nec • Arizona
This Executive Employment Agreement between Heckmann Corporation (the “Company”) and Richard J. Heckmann (“Executive”), made on this 30th day of November, 2012 (the “Effective Date”) (the “Agreement”). The Company and Executive hereby agree to the employment of Executive by the Company on the following terms and conditions:
