First Supplemental Indenture



 Exhibit 4.1A 
 FIRST SUPPLEMENTAL INDENTURE 
 FIRST SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”), dated as of April 10, 2012, among Heckmann Hyrdrocarbons Holdings Corporation, a Delaware corporation (“HHHC”), TFI Holdings, Inc., a Delaware corporation
(“Holdings”), Thermo Fluids Inc., a Delaware corporation (“TFI” and, collectively with HHHC and Holdings, the “Guaranteeing Subsidiaries”), each a subsidiary of Heckmann Corporation (or its
permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture
referred to below (the “Trustee”). 
 W I T N E S S E T H 

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of
April 10, 2012, providing for the issuance of 9.875% Senior Notes due 2018 (the “Notes”); 
 WHEREAS, the
Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Guaranteeing Subsidiary shall unconditionally guarantee all of the
Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby
acknowledged, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 
 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 

2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees to provide an
unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof. 
 4. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have
any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws. 







 5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. 
 7. EFFECT OF
HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 

8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company. 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written. 
  

					
	HECKMANN HYDROCARBONS HOLDINGS CORPORATION, as Guaranteeing Subsidiary
		
	By:	 	 /s/ Damian C. Georgino

		 	Name:	 	Damian C. Georgino
		 	Title:	 	Vice President
	
	TFI HOLDINGS, INC., as Guaranteeing Subsidiary
		
	By:	 	 /s/ Damian C. Georgino

		 	Name:	 	Damian C. Georgino
		 	Title:	 	Vice President
	
	THERMO FLUIDS INC., as Guaranteeing Subsidiary
		
	By:	 	 /s/ Damian C. Georgino

		 	Name:	 	Damian C. Georgino
		 	Title:	 	Vice President
	
	HECKMANN CORPORATION
		
	By:	 	 /s/ Damian C. Georgino

		 	Name:	 	Damian C. Georgino
		 	Title:	 	Executive Vice President, Corporate Development and Chief Legal Officer


 [Signature page to First Supplemental Indenture] 







 
					
	HECKMANN WATER RESOURCES CORPORATION, as Guarantor
		
	By:	 	 /s/ Damian C. Georgino

		 	Name:	 	Damian C. Georgino
		 	Title:	 	Vice President
	
	HECKMANN WATER RESOURCES (CVR), INC., as Guarantor
		
	By:	 	 /s/ Damian C. Georgino

		 	Name:	 	Damian C. Georgino
		 	Title:	 	Vice President
	
	HECKMANN WATER RESOURCES (EXCALIBUR), INC., as Guarantor
		
	By:	 	 /s/ Damian C. Georgino

		 	Name:	 	Damian C. Georgino
		 	Title:	 	Vice President
	
	1960 WELL SERVICES, LLC, as Guarantor
		
	By:	 	 /s/ Damian C. Georgino

		 	Name:	 	Damian C. Georgino
		 	Title:	 	Vice President
	
	HEK WATER SOLUTIONS, LLC, as Guarantor
		
	By:	 	 /s/ Damian C. Georgino

		 	Name:	 	Damian C. Georgino
		 	Title:	 	Vice President


 [Signature page to First Supplemental Indenture] 







 
					
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	 /s/ Lawrence M. Kusch

		 	Name:	 	Lawrence M. Kusch
		 	Title:	 	Vice President


 [Signature page to First Supplemental Indenture]