SELECT ENERGY SERVICES,INC.Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive
Agreement.

On June13, 2017, SES Holdings, LLC (SES Holdings), a subsidiary
of Select Energy Services,Inc. (the Company), Select Energy
Services, LLC, a subsidiary of SES Holdings (the Borrower), each
of the guarantors party thereto (the Guarantors), Wells Fargo
Bank, National Association, as administrative agent (the
Administrative Agent), and the other lenders party thereto
entered into the Waiver and Amendment No.16 to Amended and
Restated Credit Agreement (the Sixteenth Amendment). The
Sixteenth Amendment amends the Amended and Restated Credit
Agreement, dated as of May3, 2011 (as previously amended and as
further amended by the Sixteenth Amendment, the Credit
Agreement), by and among SES Holdings, the Borrower, the
Guarantors, the Administrative Agent, and the other agents and
lenders party thereto.

The Sixteenth Amendment, among other things, modifies the terms
of the Credit Agreement to remove the requirement that businesses
or assets acquired by the Borrower or any Guarantor meet a
positive EBITDA test (the Positive EBITDA Test) for such
acquisition to be a Permitted Acquisition as defined in and under
the Credit Agreement. In addition, the Sixteenth Amendment
provides a waiver of any existing defaults resulting from an
acquisition previously consummated by the Borrower that was not
in compliance with the Positive EBITDA Test.

The Administrative Agent, the other lenders party to the Credit
Agreement, and their respective affiliates have from time to time
performed, and may in the future perform, various financial
advisory, commercial banking and investment banking services for
the Company and its affiliates in the ordinary course of business
for which they have received and would receive customary
compensation. In addition, in the ordinary course of their
various business activities, such parties and their respective
affiliates may make or hold a broad array of investments and
actively trade debt and equity securities (or related derivative
securities) and financial instruments (including bank loans) for
their own account and for the accounts of their customers, and
such investments and securities activities may involve the
Companys securities and/or instruments.

The foregoing description of the Sixteenth Amendment is qualified
in its entirety by reference to the Sixteenth Amendment, a copy
of which is attached as Exhibit10.1 and is incorporated herein by
reference.

Item 9.01 Financial Statements and
Exhibits.

(d) Exhibits.

Select Energy Services, Inc. Exhibit
EX-10.1 2 a17-11364_5ex10d1.htm EX-10.1 Exhibit 10.1   Execution Version   WAIVER AND AMENDMENT NO. 16 TO AMENDED AND RESTATED CREDIT AGREEMENT   This Waiver and Amendment No. 16 to Amended and Restated Credit Agreement (this “Agreement”) dated as of June 13,…
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