Nuverra Environmental Solutions, Inc. (OTCMKTS:NESC) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Restructuring Support Agreement
Amendment

On April20, 2017, Nuverra Environmental Solutions, Inc. (the
Company) and its subsidiaries (the Company and its subsidiaries,
collectively, Nuverra) entered into a First Amendment to
Restructuring Support Agreement (the RSA Amendment) with the
holders of over 80% (the Supporting Noteholders) of the Companys
outstanding 12.5%/10.0% Senior Secured Second Lien Notes due 2021
(the 2021 Notes), which amends the Restructuring Support
Agreement, dated as of April9, 2017, by and among Nuverra and the
Supporting Noteholders (the RSA). The RSA Amendment amends the
RSA by extending the date by which Nuverra is required to
commence a solicitation of votes for its prepackaged plan of
reorganization under chapter 11 of the United States Bankruptcy
Code (the Plan) from April20, 2017 to April28, 2017 and extending
the date Nuverra is required to commence the chapter 11 cases
from April24, 2017 to May1, 2017.

The foregoing description of the RSA Amendment is only a summary
and does not purport to be a complete description of the terms
and conditions under the RSA Amendment, and such description is
qualified in its entirety by reference to the full text of the
RSA Amendment, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated by reference into
this Item1.01.

Term Loan Credit Agreement Amendment

On April24, 2017 (the Ninth Amendment Effective Date), the
Company entered into an Ninth Amendment (Increase Amendment) to
Term Loan Credit Agreement (the Ninth Term Loan Agreement
Amendment) by and among the lenders named therein (the Term Loan
Lenders), Wilmington Savings Fund Society, FSB (Wilmington), as
administrative agent, Wells Fargo Bank, National Association
(Wells Fargo), as collateral agent, the Company, and the
guarantors named therein, which further amends the Term Loan
Credit Agreement, dated April15, 2016, by and among Wilmington,
the Term Loan Lenders, and the Company (the Term Loan Agreement),
by increasing the Term Loan Lenders commitment and the principal
amount borrowed by the Company under the Term Loan Agreement from
$69,320,000 to $75,370,000 (the Ninth Amendment Additional Term
Commitment). The Ninth Amendment Additional Term Commitment is in
partial satisfaction of the requirement to fund Supplemental Term
Loans (as defined in the Fifth Amendment to Term Loan Credit
Agreement).

to the Ninth Term Loan Agreement Amendment, the Company is
required to use a portion of the net cash proceeds of the Ninth
Amendment Additional Term Commitment of $6.05million to pay the
fees, costs and expenses incurred in connection with the Ninth
Term Loan Agreement Amendment. The remaining net cash proceeds,
subject to satisfaction of certain release conditions, will be
available for general operating, working capital and other
general corporate purposes. The Company intends to use the
additional liquidity provided by the Ninth Amendment Additional
Term Commitment to fund its business operations until the filing
of the Plan.

As a condition to the effectiveness of the Ninth Term Loan
Agreement Amendment, the Company was required to enter into a
letter agreement with the agent under the Companys asset-based
lending facility (the ABL Facility) providing, among other
things, that the agent under the ABL Facility would not exercise
any remedies with respect to the Ninth Amendment Additional Term
Commitment deposited in the Companys Master Account (as defined
in the ABL Facility), subject to the terms of such letter
agreement.

The Ninth Term Loan Agreement Amendment requires the Company,
among other things, to (i)comply with the terms and conditions of
the RSA; and (ii)within 5 days of the Ninth Amendment Effective
Date, cause mortgage title policies to be issued for all real
property collateral under the Companys Term Loan Agreement and to
pay all premiums for such title policies.

The foregoing description of the Ninth Term Loan Agreement
Amendment is only a summary and does not purport to be a complete
description of the terms and conditions under the Ninth Term Loan
Agreement Amendment, and such description is qualified in its
entirety by reference to the full text of the Ninth Term Loan
Agreement Amendment, a copy of which is filed as Exhibit 10.2 to
this Current Report on Form 8-K and is incorporated by reference
into this Item 1.01.

Letter Agreement Regarding Ninth Amendment Additional
Term Commitment

On April24, 2017, in connection with the Ninth Term Loan
Agreement Amendment, the Company and Wells Fargo entered into a
letter agreement regarding the Ninth Amendment Additional Term
Commitment (the Ninth Amendment Letter Agreement). to the Ninth
Amendment Letter Agreement, Wells Fargo agreed to not exercise
any remedies with respect to the cash proceeds received from the
Ninth Amendment Additional Term Commitment that are deposited in
the Companys Master Account, subject to the terms of such Ninth
Amendment Letter Agreement. In addition, the Ninth Amendment
Letter Agreement provides that in the event Wells Fargo or the
lenders under the ABL Facility foreclose or otherwise obtain
direct control over the Ninth Amendment Additional Term
Commitment, such Ninth Amendment Additional Term Commitment shall
be deemed to be held in trust by Wells Fargo or the lenders under
the ABL Facility for the benefit of the Term Loan Lenders.

The foregoing description of the Ninth Amendment Letter Agreement
is only a summary and does not purport to be a complete
description of the terms and conditions under the Ninth Amendment
Letter Agreement, and such description is qualified in its
entirety by reference to the full text of the Ninth Amendment
Letter Agreement, a copy of which is filed as Exhibit 10.3 to
this Current Report on Form8-K and is incorporated by reference
into this Item 1.01.

Intercreditor Agreement Amendments

On April24, 2017, in connection with the Ninth Term Loan
Agreement Amendment, the Company acknowledged and agreed to the
terms and conditions under Amendment No.7 to Intercreditor
Agreement (the Seventh Pari Passu Intercreditor Agreement
Amendment), dated April24, 2017, by and among Wells Fargo, as
pari passu collateral agent, Wells Fargo, as revolving credit
agreement agent under the ABL Facility, and Wilmington, as
administrative agent under the Term Loan Agreement, which further
amends the Intercreditor Agreement, dated as of April15, 2016,
between Wells Fargo, as pari passu collateral agent, Wells Fargo,
as administrative agent under the ABL Facility, and Wilmington,
as administrative agent under the Term Loan Agreement. On
April24, 2017, in connection with the Ninth Term Loan Agreement
Amendment, the Company acknowledged and agreed to the terms and
conditions under Amendment No.7 to Intercreditor Agreement (the
Second Lien Intercreditor Agreement Seventh Amendment), dated
April24, 2017, by and among Wells Fargo, as revolving credit
agreement agent under the ABL Facility, Wilmington, as
administrative agent under the Term Loan Agreement, and
Wilmington, as second lien agent under the Second Lien
Intercreditor Agreement, which further amends the Intercreditor
Agreement, dated as of April15, 2016, between Wells Fargo, as
administrative agent under the ABL Facility, Wilmington, as
administrative agent under the Term Loan Agreement, and
Wilmington, as collateral agent under the indenture governing the
2021 Notes. The Seventh Pari Passu Intercreditor Agreement
Amendment and the Second Lien Intercreditor Agreement Seventh
Amendment permit the Ninth Amendment Additional Term Commitment
by increasing the Term Loan Cap (as defined therein) from
$76,252,000 to $82,907,000. The Term Loan Cap is higher than the
commitment under the Term Loan Agreement, as it includes, in
addition to the Term Loan Lenders commitment under the Term Loan
Agreement, origination fees paid in kind and a 10% cushion.

The foregoing descriptions of the Seventh Pari Passu
Intercreditor Agreement Amendment and Second Lien Intercreditor
Agreement Seventh Amendment are only summaries and do not purport
to be a complete description of the terms and conditions under
the Seventh Pari Passu Intercreditor Agreement Amendment and
Second Lien Intercreditor Agreement Seventh Amendment, and such
descriptions are qualified in their entirety by reference to the
full text of the Seventh Pari Passu Intercreditor Agreement
Amendment and Second Lien Intercreditor Agreement Seventh
Amendment, copies of which are filed as Exhibits 4.1 and 4.2,
respectively, to this Current Report on Form 8-K and are
incorporated by reference into this Item 1.01.

The information set forth in Item 1.01 is incorporated by
reference into this Item 2.03.

(d)

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.

Nuverra Environmental Solutions, Inc. (OTCMKTS:NESC) Recent Trading Information

Nuverra Environmental Solutions, Inc. (OTCMKTS:NESC) closed its last trading session down -0.0023 at 0.0500 with shares trading hands.