Amendment to First Lien Credit Agreement

On July 13, 2020, Nuverra Environmental Solutions, Inc. (“Nuverra” or the “Company”), entered into a Third Amendment to Credit Agreement (the “Third Amendment to First Lien Credit Agreement”) with the lenders party thereto (the “First Lien Loan Lenders”) and ACF FinCo I LP, as administrative agent (the “First Lien Agent”), which further amends the Company’s First Lien Credit Agreement, dated August 7, 2017 (as amended, the “First Lien Credit Agreement”), by and among the First Lien Loan Lenders, the First Lien Agent, and the Company. The Third Amendment to First Lien Credit Agreement amends the First Lien Credit Agreement to extend the maturity date of the First Lien Credit Agreement from February 7, 2021 to May 15, 2022. In connection with the Third Amendment to First Lien Credit Amendment, the Company repaid $2.5 million of the outstanding principal amount of the term loans under the First Lien Credit Agreement on July 13, 2020.

In addition, among other terms and conditions, the Third Amendment to First Lien Credit Agreement amends the First Lien Credit Agreement to: (i) defer measurement of the fixed charge coverage ratio (“FCCR”) covenant until the second quarter of 2021 and set the minimum FCCR at 0.70 to 1.00 for such quarter and at 1.00 to 1.00 thereafter, (ii) add a monthly minimum liquidity covenant that requires the Company to maintain minimum liquidity amounts as follows: $8,000,000 through July 31, 2020, $5,500,000 through August 30, 2020, $5,000,000 through November 30, 2020 and $4,000,000 on and after December 1, 2020, (iii) set the maximum capital expenditures covenant for 2020 and 2021 at $6,000,000 and $7,500,000, respectively, (iv) prohibit draws on the revolving facility until the FCCR is 1.00 to 1.00, and (v) require the Company to engage a financial advisor on or prior to December 31, 2020. In connection with the Third Amendment to First Lien Credit Agreement, the Company agreed to pay the Lenders an amendment fee of $375,000 on close of the Third Amendment to First Lien Credit Agreement, $50,000 per quarter for the next five quarters thereafter and $125,000 on the maturity date of the First Lien Credit Agreement. The amendment fee is subject to reduction by $200,000 if the First Lien Credit Agreement is repaid in full within 75 days following July 6, 2020.

The foregoing description of the Third Amendment to First Lien Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as Exhibit 10.1 to this Form 8-K and incorporated by reference.

Amendment to Second Lien Credit Agreement

On July 13, 2020, Nuverra entered into a Second Amendment to Credit Agreement (the “Second Amendment to Second Lien Credit Agreement”) with the lenders party thereto (the “Second Lien Loan Lenders”) and Wilmington Savings Fund Society, FSB, as administrative agent (the “Second Lien Agent”), which further amends the Company’s Second Lien Term Loan Credit Agreement, dated August 7, 2017 (as amended, the “Second Lien Credit Agreement”), by and among the Second Lien Loan Lenders, the Second Lien Agent and the Company. The Second Amendment to Second Lien Credit Agreement amends the Second Lien Credit Agreement to extend the maturity date of the Second Lien Credit Agreement from October 7, 2021 to November 15, 2022.

In addition, among other terms and conditions, the Second Amendment to Second Lien Credit Agreement amends the Second Lien Credit Agreement to: (i) defer measurement of the FCCR covenant until the second quarter of 2021 and set the minimum FCCR at 0.60 to 1.00 for such quarter and at 0.85 to 1.00 thereafter, (ii) add a monthly minimum liquidity covenant that requires the Company to maintain minimum liquidity amounts as follows: $6,800,000 through July 31, 2020, $4,675,000 through August 30, 2020, $4,250,000 through November 30, 2020 and $3,400,000 on and after December 1, 2020, (iii) set the maximum capital expenditures covenant for 2020 and 2021 at $7,058,823 and $8,823,529, respectively, and (iv) require the Company to engage a financial advisor on or prior to December 31, 2020.

The foregoing description of the Second Amendment to Second Lien Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is attached as Exhibit 10.2 to this Form 8-K and incorporated by reference.

The information set forth in Item 1.01 of this Form 8-K is incorporated herein by reference.

(d) Exhibits

EXHIBIT INDEX

Nuverra Environmental Solutions, Inc. Exhibit
EX-10.1 2 nes_ex101x20200717.htm EXHIBIT 10.1 Exhibit Exhibit 10.1THIRD AMENDMENT TO CREDIT AGREEMENTThis THIRD AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of July 13,…
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About Nuverra Environmental Solutions, Inc. (OTCMKTS:NESC)

Nuverra Environmental Solutions, Inc. (Nuverra) provides environmental solutions to customers focused on the development and production of oil and natural gas from shale formations. The Company’s environmental solutions include delivery, collection, treatment, recycling, disposal of water, wastewater, waste fluids, hydrocarbons, and restricted solids that are part of the drilling, completion, and production of shale oil and natural gas. The Company operates through three segments, which include the Northeast division comprising the Marcellus and Utica Shale areas; the Southern division comprising the Haynesville, Eagle Ford and Permian Basin Shale areas, and the Rocky Mountain division comprising the Bakken Shale area. Nuverra operates in select shale areas in the United States, including oil shale areas consisting of the Bakken, Eagle Ford and Permian Shale areas, and natural gas shale areas in Haynesville, Marcellus and Utica.