EX-4.1



 Exhibit 4.1 

AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT 

THIS AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (“Amendment”) is entered into as of November 14, 2016, by and among
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Pari Passu Collateral Agent for the Pari Passu Secured Parties, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Revolving Credit Agreement Agent for the Revolving Credit Agreement Secured Parties,
and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Term Loan Agent for the Term Loan Secured Parties.
 WHEREAS, Pari Passu Collateral
Agent, Revolving Credit Agreement Agent, and Term Loan Agent are parties to that certain Intercreditor Agreement, dated as of April 15, 2016 (as amended, supplemented or otherwise modified, the “Intercreditor Agreement);

WHEREAS, on the date hereof, certain Term Loan Lenders intend to provide the Company with additional term loans under the Term Loan Agreement
subject to the terms of the Intercreditor Agreement; and 
 WHEREAS, Pari Passu Collateral Agent, Revolving Credit Agreement Agent, and Term
Loan Agent desire to amend the Intercreditor Agreement to amend certain of the provisions of the Intercreditor Agreement pursuant to the terms and conditions herein. 

NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows: 

1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in
the Intercreditor Agreement. 
 2. Amendments to Intercreditor Agreement. Subject to the conditions to effectiveness set forth
in Section 3 below, the Intercreditor Agreement is hereby amended as follows: 
 (a) Section 1.1 of the Intercreditor Agreement is hereby
amended by amending section (i) of the definition of “Term Loan Cap” by deleting “$26,400,000” and inserting “$33,660,000” in lieu thereof. 

(b) Section 1.1 of the Intercreditor Agreement is hereby amended by adding the following definitions in the proper alphabetical order: 

“Additional Term Loan Proceeds” means the $3,985,378.97 in net proceeds deposited into the Master Account pursuant to
that certain Thirteenth Amendment to Amended and Restated Credit Agreement, dated as of November 14, 2016, by and among Company, Revolving Credit Agreement Agent and Revolving Credit Agreement Lenders. 

“Master Account” means that certain Master Operating Account at Wells Fargo Bank, National Association, held in the
name of Nuverra Environmental Solutions Inc., account number ending -7839. 
 (c) Section 2.16 of the Intercreditor Agreement is hereby
amended by adding the following sentence to the end of such section: 







 “Notwithstanding anything in this Section 2.16 to the contrary, Borrower may repay the Term
Loan Obligations with any Additional Term Loan Proceeds remaining in the Master Account on December 15, 2016, and Term Loan Secured Parties may accept and keep for the benefit of Term Loan Secured Parties any such payment.

3. Conditions to Effectiveness. The amendments set forth in Section 2 shall become effective upon the satisfaction of each
of the following conditions precedent: 
 (a) The parties hereto shall have each executed this Amendment; and 

(b) all conditions precedent to the effectiveness set forth in Section 6 (other than the condition to deliver this Amendment) of that certain
Thirteenth Amendment to Amended and Restated Credit Agreement, dated as of the date hereof (the “Thirteenth Amendment to Revolving Credit Agreement”), by and among Company, Revolving Credit Agreement Agent and Revolving Credit
Agreement Lenders shall have been met. 
 4. Continuing Effect. Except as expressly set forth herein, nothing in this Amendment
shall constitute a modification or alteration of the terms, conditions or covenants of the Intercreditor Agreement, or a waiver of any other terms or provisions thereof, and the Intercreditor Agreement shall remain unchanged and shall continue in
full force and effect, in each case as amended hereby. 
 5. Miscellaneous. 

(a) Governing Law. This Amendment shall be a contract made under and governed by the internal laws of the State of New York
applicable to contracts made and to be performed entirely within such State, without regard to conflict of law principles. 
 (b)
Counterparts. This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same Amendment. Delivery of an executed counterpart of this Amendment by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an
original executed counterpart of this Amendment. 
 [Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized and delivered as of the date first above written. 
  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Pari Passu Collateral Agent
		
	By:	 	 /s/ Zachary S. Buchanan

	Name:	 	Zachary S. Buchanan
	Title:	 	Authorized Signatory
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Revolving Credit Agreement Agent
		
	By:	 	 /s/ Zachary S. Buchanan

	Name:	 	Zachary S. Buchanan
	Title:	 	Authorized Signatory









 
			
	 WILMINGTON SAVINGS FUND SOCIETY, FSB,

as Term Loan Agent

		
	By:	 	 /s/ Geoffrey J. Lewis

	Name:	 	 Geoffrey J. Lewis

	Title:	 	 Vice President










 ACKNOWLEDGMENT 

Borrower and each of Borrower’s undersigned Subsidiaries each hereby acknowledge that they have received a copy of the foregoing
Amendment No. 1 to Intercreditor Agreement and agree to recognize all rights granted by the Amendment No. 1 to Intercreditor Agreement and the Intercreditor Agreement to Pari Passu Collateral Agent, each Authorized Representative, the Pari Passu
Secured Parties, waive the provisions of Section 9-615(a) of the UCC in connection with the application of proceeds of Collateral in accordance with the provisions of the Amendment No. 1 to Intercreditor Agreement and Intercreditor Agreement, agree
that they will not do any act or perform any obligation which is not in accordance with the agreements set forth in the Amendment No. 1 to Intercreditor Agreement and Intercreditor Agreement. Borrower and each of Borrower’s undersigned
Subsidiaries each further acknowledge and agree that they are not an intended beneficiary or third party beneficiary under the Amendment to No. 1 Intercreditor Agreement or the Intercreditor Agreement, as amended, restated, supplemented, or
otherwise modified hereafter. 
  

			
	NUVERRA ENVIRONMENTAL SOLUTIONS, INC., as Borrower
		
	By:	 	 /s/ Mark D. Johnsrud

	Name:	 	Mark D. Johnsrud
	Title:	 	Chief Executive Officer
	
	HECKMANN WATER RESOURCES CORPORATION
		
	By:	 	 /s/ Mark D. Johnsrud

	Name:	 	Mark D. Johnsrud
	Title:	 	President
	
	HECKMANN WATER RESOURCES (CVR), INC.
		
	By:	 	 /s/ Mark D. Johnsrud

	Name:	 	Mark D. Johnsrud
	Title:	 	President









 
					
	1960 WELL SERVICES, LLC
		
	By:	 	 /s/ Mark D. Johnsrud

	Name:	 	Mark D. Johnsrud
	Title:	 	President and Chief Operating Officer
	
	HEK WATER SOLUTIONS, LLC
		
	By:	 	 /s/ Mark D. Johnsrud

	Name:	 	Mark D. Johnsrud
	Title:	 	President and Chief Operating Officer
	
	APPALACHIAN WATER SERVICES, LLC
		
	By:	 	HEK Water Solutions, LLC, its managing member
			
		 	 By:
	 	 /s/ Mark D. Johnsrud

		 	 Name:
	 	Mark D. Johnsrud
		 	 Title:
	 	President
	
	BADLANDS POWER FUELS, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Mark D. Johnsrud

	Name:	 	Mark D. Johnsrud
	Title:	 	President
	
	BADLANDS POWER FUELS, LLC, a North Dakota limited liability company
		
	By:	 	 /s/ Mark D. Johnsrud

	Name:	 	Mark D. Johnsrud
	Title:	 	President









 
			
	LANDTECH ENTERPRISES, L.L.C.
		
	By:	 	 /s/ Mark D. Johnsrud

	Name:	 	Mark D. Johnsrud
	Title:	 	President
	
	BADLANDS LEASING, LLC
		
	By:	 	 /s/ Mark D. Johnsrud

	Name:	 	Mark D. Johnsrud
	Title:	 	President
	
	IDEAL OILFIELD DISPOSAL, LLC
		
	By:	 	 /s/ Mark D. Johnsrud

	Name:	 	Mark D. Johnsrud
	Title:	 	President
	
	NUVERRA TOTAL SOLUTIONS, LLC
		
	By:	 	 /s/ Mark D. Johnsrud

	Name:	 	Mark D. Johnsrud
	Title:	 	President
	
	NES WATER SOLUTIONS, LLC
		
	By:	 	 /s/ Mark D. Johnsrud

	Name:	 	Mark D. Johnsrud
	Title:	 	President
	
	HECKMANN WOODS CROSS, LLC
		
	By:	 	 /s/ Mark D. Johnsrud

	Name:	 	Mark D. Johnsrud
	Title:	 	President