wttr_Ex10_15


		
			Exhibit 10.15
		

		
			AMENDMENT NO. 1
TO
EIGHTH AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
SES HOLDINGS, LLC
		

		
			THIS AMENDMENT NO. 1 (this “Amendment”)  to the Eighth Amended and Restated Limited Liability Company Agreement of SES Holdings, LLC, a Delaware limited liability company (the “Company”), dated as of December 19, 2016 (the “Agreement”), is entered into as of November 1, 2017, by Select Energy Services, Inc., a Delaware corporation and the managing member of the Company  (the “Managing Member”).  Capitalized terms used but not defined herein are defined in the Agreement.
		

		
			RECITALS
		

		
			WHEREAS, on November 1, 2017,  pursuant to the closing (the “Closing”) of the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated July 18, 2017, by and among the Managing Member, Raptor Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Managing Member,  the Company, Raptor Merger Sub, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of the Company, Rockwater Energy Solutions, Inc., a Delaware corporation (“Rockwater”), and Rockwater Energy Solutions, LLC, a Delaware limited liability company and a partially owned subsidiary of Rockwater (“Rockwater Holdco”), subject to certain exceptions set forth in the Merger Agreement, each unit of Rockwater Holdco then outstanding was converted into the right to receive a number of units of the Company equal to the Exchange Ratio (as defined in the Merger Agreement);
		

		
			WHEREAS, at the Closing, Rockwater became a wholly owned subsidiary of the Managing Member and changed its name to Select Energy Solutions (RW), Inc. (in such capacity, “Rockwater Sub”);
		

		
			WHEREAS, following the Closing on November 1, 2017,  pursuant to that certain Contribution Agreement (the “Contribution Agreement”), dated November 1, 2017, by and among the Managing Member,  Rockwater Sub, SES Sub A, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Managing Member (“Sub A”), SES Sub B, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Managing Member (“Sub B”), SES Sub C, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Managing Member (“Sub C” and, together with the Managing Member,  Rockwater Sub, Sub A, and Sub B, the “Transferors”), the Transferors conveyed  a certain number of units in the Company (the “Contributed Interests”) to SES Intermediate Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Managing Member (“SES Intermediate”), in exchange for certain equity interests in SES Intermediate, in each case as set forth in the Contribution Agreement (the “SES Intermediate Contributions”);
		

		
			WHEREAS, as a result of the SES Intermediate Contributions, SES Intermediate became a unitholder in the Company and was substituted for each Transferor as a member of SES Holdings with respect to the Contributed Interests;
		

		
			
		

		
			


		 


 



		

		
			WHEREAS, the Managing Member retained 1,000,000 units of the Company in connection with the transactions contemplated by the Contribution Agreement;
		

		
			WHEREAS, Section 12.1(b) of the Agreement provides that the Managing Member, acting alone, may amend the Agreement, including Exhibit A thereto, to reflect the admission of new Members and the Transfers of Interest; and
		

		
			WHEREAS, the Managing Member deems it advisable and in the best interest of the Company to amend the Agreement as provided herein.
		

		
			NOW, THEREFORE, the Agreement is hereby amended as follows:
		

			
	
			
				 Section 1.
			Amendment.




		
			(a) Section 4.1(e) of the Agreement is hereby amended to add the following at the end of such section:
		

		
			“Notwithstanding the foregoing, this Section 4.1(e) shall not apply to the transactions contemplated by that certain Agreement and Plan of Merger, dated July 18, 2017 (as amended and supplemented, including pursuant to that certain letter agreement dated September 19, 2017, through the date hereof), by and among the Managing Member, Raptor Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Managing Member, the Company, Raptor Merger Sub, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of the Company, Rockwater Energy Solutions, Inc., a Delaware corporation, and Rockwater Energy Solutions, LLC, a Delaware limited liability company and a partially owned subsidiary of Rockwater.”
		

		
			(b)Exhibit A of the Agreement is hereby replaced in its entirety with Exhibit A attached hereto.
		

			
	
			
				 Section 2.
			Ratification of the Agreement.  Except as expressly modified and amended herein, all of the terms and conditions of the Agreement shall remain in full force and effect.




			
	
			
				 Section 3.
			Governing Law.  This Amendment will be governed and construed in accordance with the laws of the State of Delaware.




			
	
			
				 Section 4.
			Counterparts.  This Amendment may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart.




		
			[Signature page follows.]
		

		
			 
		

		
			 
		

		
			


		 


 



		

		
			IN WITNESS WHEREOF, the Managing Member has executed this Agreement to be effective as of the effective date indicated above.
		

		
			 
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						SELECT ENERGY SERVICES, INC.

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						 

				
	
					
						 

					
					
						Name:

					
					
						John D. Schmitz

				
	
					
						 

					
					
						Title:

					
					
						Executive Chairman

				



		
			 
		

		
			 
		

		
			


		 


		

			SIGNATURE PAGE TO

		


		

			AMENDMENT NO. 1 TO

		


		

			EIGHTH AMENDED AND RESTATED

		


		

			LIMITED LIABILITY COMPANY AGREEMENT OF

		


		

			SES HOLDINGS, LLC

		





 



		

		
			EXHIBIT A
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						Member

					
					
						Number of Units Owned

					
					
						Capital Account Balance

				
	
					
						Select Energy Services, Inc.

					
					
						1,000,000

					
					
						$16,280,000

				
	
					
						SES Legacy Holdings, LLC

					
					
						35,976,512

					
					
						$585,697,615.4

				
	
					
						SES Intermediate Holdings, LLC

					
					
						64,913,015

					
					
						$1,056,783,883.88

				
	
					
						WDC Aggregate LLC

					
					
						3,824,179

					
					
						$62,257,634.12

				
	
					
						John Kenneth Davidson

					
					
						81,111

					
					
						$1,320,487.08

				
	
					
						Davidson Family, LLC

					
					
						49,975

					
					
						$813,593

				
	
					
						Davidson Family 2012 Irrevocable Trust U/T/A December 28, 2012

					
					
						46,346

					
					
						$754,512.88

				
	
					
						Knapp Family 2012 Irrevocable Trust U/T/A December 28, 2012

					
					
						177,433

					
					
						$2,888,609.24

				
	
					
						Andrews Family Enterprises, LLC

					
					
						177,433

					
					
						$2,888,609.24

				



		
			 
		


		 


		

			A-1