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.
WARRANT AGREEMENT (EXCHANGE) Dated as of April 15, 2016 among NUVERRA ENVIRONMENTAL SOLUTIONS, INC. and MARK D. JOHNSRUD and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent Warrants for Common Stock of Nuverra Environmental Solutions, Inc.Warrant Agreement • April 21st, 2016 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec • Delaware
WARRANT AGREEMENT (EXCHANGE) dated as of April 15, 2016 (this “Agreement”), among NUVERRA ENVIRONMENTAL SOLUTIONS, INC., a Delaware corporation (the “Company”), MARK D. JOHNSRUD (“Johnsrud”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, as Warrant Agent (together with its successors and assigns, in such capacity, the “Warrant Agent”).
SECURITY AGREEMENTIntercreditor Agreement • April 21st, 2016 • 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 WILMINGTON SAVINGS FUND SOCIETY, FSB (“Wilmington”), in its capacity as agent for each holder of Notes (in such capacity, together with its successors and assigns in such capacity, “Agent”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • April 21st, 2016 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 15th day of April, 2016, by and between the Grantor listed on the signature pages hereof (the “Grantor”), and Wells Fargo Bank, National Association, in its capacity as collateral agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • April 21st, 2016 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 15th day of April, 2016, by and between the Grantor listed on the signature pages hereof (the “Grantor”), and Wilmington Savings Fund Society, FSB (“WSFS”), a federal savings bank having its principal corporate trust office at 500 Delaware Avenue, Wilmington, Delaware 19801, in its capacity as collateral trustee for each holder of Notes (in such capacity, together with its successors and assigns in such capacity, “Agent”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • April 21st, 2016 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec • New York
THIS INTERCREDITOR AGREEMENT is dated as of April 15, 2016 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, this “Agreement”), by and among: (i) WELLS FARGO BANK, NATIONAL ASSOCIATION, as Pari Passu Collateral Agent (as defined below) for the Pari Passu Secured Parties referred to below; (ii) WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Revolving Credit Agreement Secured Parties referred to below (together with its successors and permitted assigns, in such capacity, the “Revolving Credit Agreement Agent”); (iii) WILMINGTON SAVINGS FUND SOCIETY, FSB, as administrative agent for the Term Loan Secured Parties referred to below (together with its successors and permitted assigns, in such capacity, the “Term Loan Agent”); and (iv) each other party signatory hereto or that has executed a Joinder Consent Agreement (as defined below).
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • April 21st, 2016 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec
This INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of April 15, 2016, is entered into by and among the Obligors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by joinder (collectively, jointly, and severally, the “Obligors” and each, individually, an “Obligor”), in favor of WILMINGTON SAVINGS FUND SOCIETY, FSB, in its capacity as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”), in light of the following:
SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 21st, 2016 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec
THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of April 15, 2016, by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as agent (“Agent”) for the Lenders (as defined in the Credit Agreement referred to below), the Lenders party hereto, and NUVERRA ENVIRONMENTAL SOLUTIONS, INC., a Delaware corporation (“Borrower”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • April 21st, 2016 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec • New York
This INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of April 15, 2016, and entered into by and between (i) WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Revolving Credit Agreement Claimholders (as defined below) (including its successors and assigns in such capacity from time to time, the “Revolving Credit Agreement Agent”), (ii) WILMINGTON SAVINGS FUND SOCIETY, FSB, a federal savings bank having its principal corporate trust office at 500 Delaware Avenue, Wilmington, Delaware 19801, in its capacity as administrative agent for the Term Loan Claimholders (as defined below) (including its successors and assigns in such capacity from time to time, the “Term Loan Agent”) and (iii) WILMINGTON SAVINGS FUND SOCIETY, FSB, a federal savings bank having its principal corporate trust office at 500 Delaware Avenue, Wilmington, Delaware 19801, in its capacity as collateral agent for the Second Lien Claimholders (as defined below) (in
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • April 21st, 2016 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec
This INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of April 15, 2016, is entered into by and among the Obligors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by joinder (collectively, jointly, and severally, the “Obligors” and each, individually, an “Obligor”), in favor of WILMINGTON SAVINGS FUND SOCIETY, FSB, in its capacity as collateral agent for each member of the Noteholder Group (in such capacity, together with its successors and assigns in such capacity, “Agent”), in light of the following:
GUARANTY AND SECURITY AGREEMENTIntercreditor Agreement • April 21st, 2016 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec • Delaware
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 (“Wells Fargo”), in its capacity as collateral agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”).
TERM LOAN CREDIT AGREEMENT by and among WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and NUVERRA ENVIRONMENTAL SOLUTIONS, INC. as Borrower Dated as of April 15, 2016Term Loan Credit Agreement • April 21st, 2016 • Nuverra Environmental Solutions, Inc. • Oil & gas field services, nec • New York
THIS TERM LOAN CREDIT AGREEMENT (this “Agreement”), is entered into as of April 15, 2016, 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, “Administrative Agent”), and NUVERRA ENVIRONMENTAL SOLUTIONS, INC., a Delaware corporation (“Borrower”).
