EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 
 THIRD
AMENDMENT (INCREASE AMENDMENT)
 TO 

TERM LOAN CREDIT AGREEMENT 

THIS THIRD AMENDMENT (INCREASE AMENDMENT) TO TERM LOAN CREDIT AGREEMENT (this “Amendment”) is entered into as of
November 14, 2016, by and among the lenders identified on the signature pages hereof, WILMINGTON SAVINGS FUND SOCIETY, FSB, as administrative agent (in such capacity, “Administrative Agent”), WELLS FARGO BANK, NATIONAL
ASSOCIATION, as collateral agent (in such capacity, “Collateral Agent”), NUVERRA ENVIRONMENTAL SOLUTIONS, INC., a Delaware corporation (“Borrower”), and the entities listed on Schedule 1
(“Guarantors”).
 W I T N E S S E T H: 

WHEREAS, Borrower, the Administrative Agent and Lenders are parties to that certain Term Loan Credit Agreement dated as of April 15, 2016
(as amended by that certain First Amendment to Term Loan Credit Agreement, dated as of June 30, 2016, and as further amended by that certain Second Amendment to Term Loan Credit Agreement, dated as of September 22, 2016, and as amended, restated,
modified or supplemented from time to time prior to the date hereof, the “Existing Credit Agreement;” the Existing Credit Agreement, as amended by this Amendment and as may be further amended, restated, modified or supplemented from
time to time after the date hereof, is herein referred to as the “Amended Credit Agreement); and
 WHEREAS, Borrower has
requested that certain Lenders extend Additional Term Loans (as defined) to Borrower, and each Additional Term Loan Lender (as defined) party hereto has agreed to provide such Additional Term Loans to Borrower on the terms and conditions set forth
herein and in the Amended Credit Agreement; 
 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 and not
otherwise defined shall have the meanings ascribed to such terms in the Amended Credit Agreement. 
 2. Amendments to Existing Credit
Agreement. In reliance upon the representations and warranties of Borrower set forth in Section 5 below, and subject to the satisfaction of the conditions to effectiveness set forth in Section 4 below, the Existing Credit
Agreement is hereby amended as follows: 
 (a) Schedule 1.1 thereof shall be amended by adding the following
definitions in appropriate alphabetical order: 
 “Additional Term Commitment” means, with respect to each
Additional Term Loan Lender, its Additional Term Commitment, and, with respect to all Additional Term Loan Lenders, their Additional Term Commitments, in each case as such Dollar amounts are set forth beside such Additional Term Loan Lender’s
name under the applicable heading on Schedule C-1 to the Third Amendment. 
 “Additional Term
Loan” means the Term Loans made pursuant to the Third Amendment. 







 “Additional Term Loan Lender” means each Lender party to the
Third Amendment that has an Additional Term Commitment. 
 “Master Account” the Nuverra Environmental
Solutions Inc., Master Operating Account ending -7839, maintained with Wells Fargo Bank, National Association. 

“Original Term Commitment” means, with respect to each Original Term Lender, its Term Commitment, and, with
respect to all Original Term Loan Lenders, their Term Commitments, in each case as such Dollar amounts were set forth beside such Original Term Lender’s name on Schedule C-1 to the Agreement. 

“Original Term Lender” means a Lender that was party to the Agreement as of the Closing Date and that has an
Original Term Commitment or has an outstanding Original Term Loan. 
 “Original Term Loan” means the term
loans made pursuant to Section 2.1(a) of the Agreement on the Closing Date. 
 “Release Conditions” shall
mean: 
 (a) at least one Business Day prior to the desired release date, Borrower shall have delivered to the Administrative
Agent and the Collateral Agent a Notice of Release Request substantially in the form of Exhibit A to the Third Amendment, which Notice of Release Request shall constitute a representation and warranty that (a) all Release Conditions have been
satisfied and (b) the funds will be used solely for purposes set forth in the Rolling Budget; 
 (b) each of the
representations and warranties made by any Loan Party in or pursuant to this Agreement and any other Loan Document to which it is a party, and each of the representations and warranties contained in any certificate, document or financial or other
statement furnished at any time under or in connection with this Agreement or any other Loan Document shall be true and correct in all material respects (without duplication of any materiality qualifiers already set forth therein; or in all respects
with respect to representations and warranties made on the Closing Date) on and as of the date of the requested release as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an
earlier date (in which case such representations and warranties shall have been true and correct in all material respects (without duplication of any materiality qualifiers already set forth therein) on and as of such earlier date); and 

(c) no Event of Default or Default shall have occurred and be continuing on such date, or would exist after giving effect to
the release requested to be made, on such date. 
 “Rolling Budget” means a projected statement of sources
and uses of cash for the Loan Parties and their Subsidiaries on a weekly basis, for the following 13 calendar weeks, including any anticipated use of the proceeds of Additional Term Loans held in the Master Account for each week during such period
and setting forth on a cumulative roll-forward basis, the projected cash disbursements and projected cash receipts for each applicable week, in form and substance reasonably satisfactory to the Lenders. 

  
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 “Third Amendment” means the Third Amendment (Increase Amendment)
to Term Loan Credit Agreement in respect of this Agreement, dated as of November 14, 2016, among Borrower, the Guarantors, party thereto, the Administrative Agent, the Collateral Agent and the Lenders party thereto. 

“Third Amendment Effective Date” means November 14, 2016, which is the date on which each of the conditions
set forth in Section 4 of the Third Amendment has been satisfied and the Additional Term Loans have been funded by the Additional Term Loan Lenders. 

(b) Schedule 1.1 thereof shall be amended by deleting the definitions set forth below in their entirety and replacing
them with the following: 
 “Term Commitment” means an Original Term Commitment or an Additional Term
Commitment, or both, as the context may require. 
 “Term Lender” means a Lender that has a Term Commitment
or that has an outstanding Term Loan. 
 “Term Loan” means an Original Term Loan or an Additional Term Loan,
or both, as the context may require.
 (c) Schedule 5.1 thereof shall be amended by adding an additional row thereto
as follows: 
  

			
	on a weekly basis, as soon as available but no later than Wednesday of each week	  	(m) a Rolling Budget.

 (d) Schedule C-1 thereof shall be amended and restated in its entirety by Schedule C-1
attached to this Amendment. 
 (e) Section 2.1(a) thereof shall be amended and restated in its entirety as follows:

 “(a) Subject to the terms and conditions of this Agreement, each Term Lender agrees (severally, not jointly or
jointly and severally) to make a simultaneous loan or loans to Borrower on the Closing Date in an amount not to exceed such Lender’s Original Term Commitment. Subject to the terms and conditions of this Agreement, each Additional Term Loan
Lender agrees (severally, not jointly or jointly and severally) to make a simultaneous loan or loans to Borrower on the Third Amendment Effective Date in an amount not to exceed such Additional Term Loan Lender’s Additional Term
Commitment.” 

  
 3 








 (f) Section 2.3(h) thereof shall be amended by amending and restating the
first sentence thereof as follows: 
 “The Term Loans shall be made by the applicable Lenders contemporaneously and in
accordance with their Pro Rata Shares of the applicable Term Commitments.” 
 (g) Section 2.4(c) thereof shall be
amended and restated in its entirety as follows: 
 “(c) Termination of Term Commitments. The applicable
Term Commitments shall be automatically and permanently terminated on the date of the Borrowing of applicable Term Loans under Section 2.1(a).”

(h) Section 2.4 thereof shall be amended by inserting a new clause (g) at the end thereof as follows: 

“(g) Master Account. To the extent that, as of December 15, 2016, any amount shall remain on deposit in the
Master Account in excess of the amount on deposit in the Master Account immediately prior to the funding of the Additional Term Loans on the Closing Date, Borrower shall immediately transfer funds in an amount equal to such excess to the
Administrative Agent for distribution to the Lenders as a prepayment of an outstanding principal amount of Additional Term Loans. 

(i) Section 6.11 thereof shall be amended and restated in its entirety as follows: 

“6.11 Use of Proceeds.

(a) Borrower will not, and will not permit any of its Subsidiaries to use the proceeds of any Original Term Loan made hereunder
on the Closing Date for any purpose other than (i) on the Closing Date, to pay the fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, and (ii)
thereafter, consistent with the terms and conditions hereof, for their lawful and permitted purposes (including the repurchase, redemption, prepayment or other acquisition of any Bond Debt). Borrower will not, and will not permit any of its
Subsidiaries to use the proceeds of any Additional Term Loan made under the Third Amendment on the Third Amendment Effective Date for any purpose other than (i) on the Third Amendment Effective Date, to pay (A) the fees, costs and expenses incurred
in connection with the Third Amendment and (B) interest and other amounts accrued under the Bond Debt in an amount not to exceed $2,014,621.03 and (ii) thereafter, subject to satisfaction of the Release Conditions and Section 6.11(b), for general
operating, working capital and other general corporate purposes of Borrower not otherwise prohibited by the terms hereof.

(b) Notwithstanding anything to the contrary contained herein, the proceeds of Additional Term Loans which are not used on
the Third Amendment Effective Date for the purposes described in the second sentence of Section 6.11(a) shall be deposited solely into the Master Account and held in such account subject to satisfaction of the Release Conditions. Upon
satisfaction of the Release Conditions, Borrower may withdraw funds as set forth in the appropriate Notice of Release Request; provided that, upon release from the Master Account, such released funds may not be used for any purpose other than
as set forth in the most recent Rolling Budget delivered to the Lenders pursuant to Schedule 5.1. 

  
 4 








 (c) It is agreed that no part of the proceeds of the loans made to Borrower
will be used to purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors).

 3. Additional Term Loans.

(a) On the Third Amendment Effective Date, each Additional Term Loan Lender agrees (severally, not jointly or jointly and
severally) to make a simultaneous Additional Term Loan to Borrower on the Third Amendment Effective Date in an amount not to exceed such Additional Term Loan Lender’s Additional Term Commitment. 

(b) The proceeds of the Additional Term Loans shall, to the extent not utilized on the Third Amendment Effective Date for the
purposes described in clause (i) of the second sentence of Section 6.11(a) of the Amended Credit Agreement, be deposited solely into the Master Account and released solely upon satisfaction of the Release Conditions as set forth in the Amended
Credit Agreement.
 (c) The Additional Term Loans shall be “Term Loans” under the Amended Credit Agreement and
shall have the same terms (including with respect to maturity, pricing, prepayments, events of default and assignability) as the Term Loans made under the Existing Credit Agreement. 

4. Conditions to Effectiveness of Effective Date Amendments. The amendments set forth in Section 2 shall become effective upon the
satisfaction of each of the following conditions precedent, in each case satisfactory to the Administrative Agent in all respects (the “Third Amendment Effective Date”): 

(a) The Administrative Agent shall have received a copy of this Amendment executed and delivered by the Administrative Agent,
the Lenders party hereto, and the Loan Parties; 
 (b) Borrower shall have executed and delivered an amendment, in form and
substance satisfactory to the Administrative Agent and each of the Lenders party thereto, to that certain Amended and Restated Credit Agreement, dated as of February 3, 2014, by Borrower, Wells Fargo Bank, National Association, as administrative
agent, and the lenders party thereto; 
 (c) Borrower shall have executed and delivered amendments, in form and substance
satisfactory to the Administrative Agent and each of the Lenders, to each of the Pari Passu Intercreditor Agreement and the Second Lien Intercreditor Agreement, pertaining to this Amendment and the Additional Term Loans made hereunder (collectively,
the “Intercreditor Amendments”); 
 (d) The Collateral Agent shall have received evidence that appropriate
financing statements have been duly filed in such office or offices as may be necessary or, in the opinion of any Agent, desirable to perfect the Collateral Agent’s Liens in and to the Collateral, and Collateral Agent shall have received
searches reflecting the filing of all such financing statements; 
 (e) The Administrative Agent shall have received a
certificate from the Secretary of each Loan Party (i) attesting to the resolutions of such Loan Party’s board of directors authorizing 

  
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its execution, delivery, and performance of this Amendment and the other Loan Documents to which it is a party, (ii) authorizing specific officers of such Loan Party to execute the same, and
(iii) attesting to the incumbency and signatures of such specific officers of such Loan Party; 
 (f) The Administrative
Agent shall have received confirmation that each Loan Party’s Governing Documents have not been as amended, supplemented or otherwise modified since the Closing Date; 

(g) The Administrative Agent shall have received a certificate of status with respect to each Loan Party, dated prior to the
Third Amendment Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction; 

(h) Each Agent shall have received an opinion of the Loan Parties’ counsel (including an opinion of counsel in respect of
each of such Loan Parties’ jurisdiction of organization) in form and substance satisfactory to each Agent; 
 (i)
Borrower shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by this Amendment and the other Loan Documents; 

(j) The Administrative Agent shall have received from Borrower, for the benefit of the Lenders party hereto, the Amendment
Fee;
 (k) Borrower and each of its Subsidiaries shall have received all licenses, approvals or evidence of other actions
required by any Governmental Authority in connection with the execution and delivery by Borrower or its Subsidiaries of this Amendment and the other Loan Documents or with the consummation of the transactions contemplated thereby;

(l) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the date
hereof or as of the Third Amendment Effective Date;
 (m) The Administrative Agent shall have received a Borrowing request
from Borrower in compliance with the provisions of Section 2.3(a) of the Existing Credit Agreement; 
 (n) Borrower shall
have delivered to the Administrative Agent a certificate setting forth the amount held in the Master Account immediately prior to the funding of the Additional Term Loans on the Closing Date; and 

(o) all corporate and other proceedings, and all documents, instruments and other legal matters in connection with the
transactions contemplated by this Amendment shall be satisfactory in form and substance to the Administrative Agent and its counsel. 
 5.
Representations and Warranties. In order to induce the Agents and Lenders to enter into this Amendment, Borrower hereby represents and warrants to the Agents and Lenders that: 

(a) as to each Loan Party, the execution, delivery, and performance by such Loan Party of this Amendment to which it is a party
have been duly authorized by all necessary action on the part of such Loan Party; 
 (b) as to each Loan Party, the
execution, delivery, and performance by such Loan Party of this Amendment does not and will not (i) violate any material provision of federal, state, 

  
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or local law or regulation applicable to any Loan Party or its Subsidiaries, the Governing Documents of any Loan Party or its Subsidiaries, or any order, judgment, or decree of any court or other
Governmental Authority binding on any Loan Party or its Subsidiaries, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement of any Loan Party or its Subsidiaries
where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of
any Loan Party, other than Permitted Liens, or (iv) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any material agreement of any Loan Party, other than consents or approvals that
have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain which could not individually or in the aggregate reasonably be expected to cause a Material
Adverse Effect; 
 (c) this Amendment has been duly executed and delivered by each Loan Party that is a party hereto and is
the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization,
moratorium, or similar laws relating to or limiting creditors’ rights generally; 
 (d) after giving effect to this
Amendment, all representations and warranties contained in the Loan Documents to which Borrower is a party are true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations
and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of this Amendment, as though made on and as of such date (except to the extent that such representations and warranties relate solely to
an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are
qualified or modified by materiality in the text thereof) on and as of such earlier date); and 
 (e) after giving effect to
this Amendment, no Default or Event of Default has occurred and is continuing. 
 6. Amendment Fee. In connection with this
Amendment, Borrower agrees to pay to the Agents, for the ratable account of the Additional Term Loan Lenders party to this Amendment (such ratable amount based on each such Additional Term Loan Lender’s Additional Term Commitment as a
percentage of the Additional Term Commitments of all such Additional Term Loan Lenders party to this Amendment), an amendment fee (the “Amendment Fee”) of $600,000, which fee is due and payable on the Third Amendment Effective Date,
and fully earned and non-refundable on the Third Amendment Effective Date. The Amendment Fee is in addition to and not net of any fees previously paid by Borrower or any Loan Party pursuant to any Loan Document. 

7. Reference to and Effect on the Amended Credit Agreement and the other Loan Documents. 

(a) On and after the Third Amendment Effective Date, each reference in the Amended Credit Agreement to “this Agreement,”
“hereunder,” “hereof” or words of like import shall mean and be a reference to the Amended Credit Agreement. 

  
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 (b) The Existing Credit Agreement and each of the other Loan Documents, as specifically amended
by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. 
 (c) The
execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a
waiver of any provision of any of the Loan Documents. On and after the Third Amendment Effective Date, this Amendment shall for all purposes constitute a Loan Document. 

8. Acknowledgment; Liens Unimpaired. Each Loan Party hereby acknowledges that it has read this Amendment and consents to its
terms, and further hereby affirms, confirms, represents, warrants and agrees that (a) notwithstanding the effectiveness of this Amendment, the obligations of such Loan Party under each of the Loan Documents to which such Loan Party is a party shall
not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects and (b) after giving effect to this Amendment, (i) the
execution, delivery, performance or effectiveness of this Amendment shall not impair the validity, effectiveness or priority of the Liens granted pursuant to the Loan Documents and such Liens shall continue unimpaired with the same priority to
secure repayment of all Obligations, whether heretofore or hereafter incurred, including, without limitation, the Additional Term Loans to be made by the Additional Term Loan Lenders on the Third Amendment Effective Date, (ii) the Guaranty and
Security Agreement, as and to the extent provided in the Loan Documents, shall continue in full force and effect in respect of the Obligations under the Amended Credit Agreement and the other Loan Documents, including, without limitation, the
Additional Term Loans to be made by the Additional Term Loan Lenders on the Third Amendment Effective Date, and (iii) each Control Agreement previously delivered by Borrower in connection with the Existing Credit Agreement shall not be impaired and
each Control Agreement continues in full force and effect in respect of the Obligations under the Amended Credit Agreement and the other Loan Documents, including, without limitation, the Additional Term Loans to be made by the Additional Term Loan
Lenders on the Third Amendment Effective Date. For the avoidance of doubt, each Loan Party hereby acknowledges and affirms that the Additional Term Loans made pursuant to this Amendment or the Amended Credit Agreement constitute
“Obligations” (as defined in the Guaranty and Security Agreement) and similar defined terms used in the Loan Documents. 
 9.
Authorization of Administrative Agent. By signing below, the Lenders party hereto (which Lenders constitute the “Required Lenders” under and as defined in the Existing Credit Agreement) hereby authorize and direct the
Administrative Agent to execute and deliver each of (a) this Amendment, (b) the Intercreditor Amendments and (c) each other certificate, filing, agreement or other document relating to this Amendment and the transactions contemplated hereby. 

10. Miscellaneous. 
 (a)
Expenses. Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of any Agent (including reasonable attorneys’ fees) incurred in connection with the preparation, negotiation, execution, delivery and
administration of this Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided herein shall survive any termination of this Amendment and the
Existing Credit Agreement as amended hereby. 
 (b) Choice of Law and Venue; Jury Trial Waiver; Reference Provision. Without limiting
the applicability of any other provision of the Existing Credit Agreement or any other Loan Document, the 

  
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terms and provisions set forth in Section 12 of the Existing Credit Agreement are expressly incorporated herein by reference. 

(c) 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 effective as delivery of an original executed counterpart of this Agreement. 

(d) Severability. Each provision of this Amendment shall be severable from every other provision of this Amendment for the purpose of
determining the legal enforceability of any specific provision. 
 11. Release. 

(a) In consideration of the agreements of the Agents and Lenders contained herein and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, each of Borrower and each Guarantor that executes this Amendment, on behalf of itself and its successors, assigns, and other legal representatives (Borrower, each Guarantor and all such other Persons
being hereinafter referred to collectively as the “Releasors” and individually as a “Releasor”), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Agents, and Lenders,
and their successors and assigns, and their present and former shareholders, Affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agents, each Lender and all such other
Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements,
promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at
law and in equity, which any Releasor may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to
the day and date of this Amendment, in any way related to or in connection with this Amendment, the Existing Credit Agreement, the Amended Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. 

(b) Each of Borrower and each Guarantor that executes this Amendment understands, acknowledges and agrees that the release set forth above may
be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. 

(c) Each of Borrower and each Guarantor that executes this Amendment agrees that no fact, event, circumstance, evidence or transaction which
could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. 

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 

  
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 IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to
execute and deliver this Amendment as of the date first written above. 
  

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

	Name:	 	Mark D. Johnsrud
	Title:	 	Chairman and Chief Executive Officer
	
	1960 WELL SERVICES, LLC
	BADLANDS LEASING, LLC
	BADLANDS POWER FUELS, LLC (DE)
	BADLANDS POWER FUELS, LLC (ND)
	HECKMANN WATER RESOURCES CORPORATION
	HECKMANN WATER RESOURCES (CVR), INC.
	HECKMANN WOODS CROSS, LLC
	HEK WATER SOLUTIONS, LLC
	IDEAL OILFIELD DISPOSAL, LLC
	LANDTECH ENTERPRISES, L.L.C.
	NES WATER SOLUTIONS, LLC
	NUVERRA TOTAL SOLUTIONS, LLC
		
	By:	 	 /s/ Mark D. Johnsrud

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

	Name:	 	Mark D. Johnsrud
	Title:	 	President









 
			
	WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative Agent
		
	By:	 	 /s/ Geoffrey J. Lewis

	Name:	 	Geoffrey J. Lewis
	Title:	 	Vice President
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent
		
	By:	 	 /s/ Zachary S. Buchanan

	Name:	 	Zachary S. Buchanan
	Title:	 	Authorized Signatory









 
			
	ASCRIBE II INVESTMENTS LLC, as a Lender
		
	By:	 	 /s/ Lawrence First

	Name:	 	Lawrence First
	Title:	 	Managing Director
	
	ASCRIBE III INVESTMENTS LLC, as a Lender
		
	By:	 	 /s/ Lawrence First

	Name:	 	Lawrence First
	Title:	 	Managing Director









 
			
	ECF VALUE FUND, LP, as a Lender
		
	By:	 	 /s/ Jeff Gates

	Name:	 	Jeff Gates
	Title:	 	Managing Partner of the General Partner
	
	ECF VALUE FUND II, LP, as a Lender
		
	By:	 	 /s/ Jeff Gates

	Name:	 	Jeff Gates
	Title:	 	Managing Partner of the General Partner
	
	ECF VALUE FUND INTERNATIONAL MASTER, LP, as a Lender
		
	By:	 	 /s/ Jeff Gates

	Name:	 	Jeff Gates
	Title:	 	President of the Investment Manager









 SCHEDULE 1 

GUARANTORS 
  

					
	 	  	 Subsidiary Guarantor
	  	 Jurisdiction of Formation

			
	1.	  	Nuverra Environmental Solutions, Inc.	  	Delaware
			
	2.	  	1960 Well Services, LLC	  	Ohio
			
	3.	  	Appalachian Water Services, LLC	  	Pennsylvania
			
	4.	  	Badlands Leasing, LLC	  	North Dakota
			
	5.	  	Badlands Power Fuels, LLC	  	Delaware
			
	6.	  	Badlands Power Fuels, LLC	  	North Dakota
			
	7.	  	Heckmann Water Resources Corporation	  	Texas
			
	8.	  	Heckmann Water Resources (CVR), Inc.	  	Texas
			
	9.	  	Heckmann Woods Cross, LLC	  	Utah
			
	10.	  	HEK Water Solutions, LLC	  	Delaware
			
	11.	  	Ideal Oilfield Disposal, LLC	  	North Dakota
			
	12.	  	Landtech Enterprises, L.L.C.	  	North Dakota
			
	13.	  	NES Water Solutions, LLC	  	Delaware
			
	14.	  	Nuverra Total Solutions, LLC	  	Delaware








 Schedule C-1 

Commitments 
  

									
	 Lender
	  	Original Term
Commitment	 	  	Additional Term
Commitment	 
	 ASCRIBE II INVESTMENTS LLC
	  	$	1,020,000.00	  	  	$	280,500.00	  
	 ASCRIBE III INVESTMENTS LLC
	  	$	11,409,600.00	  	  	$	3,137,640.00	  
	 ECF VALUE FUND, LP
	  	$	2,731,200.00	  	  	$	803,660.00	  
	 ECF VALUE FUND II, LP
	  	$	6,201,600.00	  	  	$	1,808,400.00	  
	 ECF VALUE FUND INTERNATIONAL MASTER, LP
	  	$	2,637,600.00	  	  	$	569,800.00	  
	 All Lenders
	  	$	24,000,000.00	  	  	$	6,600,000.00	  








 Exhibit A 

Notice of Release Request 







 FORM OF NOTICE OF RELEASE REQUEST 

 

					
	To:	 	WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative Agent
		 	500 Delaware Avenue
		 	Wilmington, DE 19801
		 	Attention: Corporate Trust
		 	Reference: Nuverra Environmental Solutions, Inc. Term Loan Credit Agreement
		 	Facsimile: 302-421-9137
		
		 	and
		
		 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent
		 	1100 Abernathy Road, Suite 1600
		 	Atlanta, GA 30328
		 	Attn: Account Manager – Nuverra
		 	Facsimile: 866-358-0879


					
			
		 	Re:	 	Notice of Release Request dated             , 20    

 Ladies and Gentlemen: 

Reference is made to that certain Term Loan Credit Agreement dated as of April 15, 2016 (as amended, restated, supplemented, or otherwise
modified from time to time, the “Credit Agreement”) by and among Nuverra Environmental Solutions, Inc., a Delaware corporation, as borrower (“Borrower”), the lenders party thereto as “Lenders” (each of
such Lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), and Wilmington Savings Fund Society, FSB (“Wilmington”), as administrative agent for each member of the
Lender Group (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the
Credit Agreement. 
 The undersigned hereby requests a release of proceeds from the Master Account in the amount of
$             to occur on             , 2016 (the “Release”).

In connection with such Release, the undersigned officer of Borrower hereby certifies as of the date hereof that: 

1. The proceeds of the Release will be used for the following purpose (which purpose is described in the most recent Rolling Budget delivered
under the Credit Agreement, a copy of which is attached as Exhibit A hereto): 
 [Insert description]1 
  

	1 	Purpose must be set forth in the Rolling Budget (which must be in form and substance reasonably satisfactory to the Lenders). 








 2. No Event of Default or Default has occurred or is continuing as of the date
hereof and as of the date of the requested Release, or would exist after giving effect to the Release on the date thereof. 

3. The representations and warranties of Borrower and its Subsidiaries set forth in the Credit Agreement and the other Loan
Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the
date hereof and as of the date of the requested Release (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material
respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date). 

[signature page follows] 

  
 - 2 - 








 IN WITNESS WHEREOF, this Exhibit A Notice of Release Request is executed 

by the Rolling Budget 
  

			
	undersigned this      day of	  	            ,        .

  

			
	NUVERRA ENVIRONMENTAL SOLUTIONS, INC. a Delaware corporation, as Borrower
		
	By:	 	  

	Name:	 	
	Title:	 	  




  
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