EX-4.2



 Exhibit 4.2 

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 Revolving Credit Agreement Agent, WILMINGTON SAVINGS FUND SOCIETY, FSB, as Term Loan Agent, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Second Lien Agent.

WHEREAS, Revolving Credit Agreement Agent, Term Loan Agent, and Second Lien 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 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, Revolving Credit Agreement Agent, Term Loan Agent, and Second Lien 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.
 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, 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

	
	 WILMINGTON SAVINGS FUND SOCIETY, FSB,

as Second Lien 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 First Lien Agent, the other First Lien Claimholders, Second Lien Agent, and the
other Second Lien Claimholders, 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 No. 1 to 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