EX-10.2



 Exhibit 10.2 

FIRST AMENDMENT TO 
 TERM
LOAN CREDIT AGREEMENT 
 THIS FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Amendment”) is entered into as of
June 30, 2016, by and among the Required Lenders (as defined in the Credit Agreement referred to below) and NUVERRA ENVIRONMENTAL SOLUTIONS, INC., a Delaware corporation (“Borrower”). 

WHEREAS, Borrower, Wilmington Savings Fund Society, FSB, as Administrative Agent (“Agent”), and Lenders are parties to that
certain Term Loan Credit Agreement dated as of April 15, 2016 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”); 

WHEREAS, the Required Lenders and Borrower have agreed to amend the Credit Agreement in certain respects. 

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 Credit Agreement. 
 2. Amendments to 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 Credit Agreement is hereby amended as follows: 

(a) Section 7(a) of the Credit Agreement is hereby amended and restated in its entirety as follows: 

(a) Minimum EBITDA. Achieve EBITDA, measured on a month-end basis, of at least the required amount set forth in the following
table for the applicable period set forth opposite thereto: 
  

			
	 Applicable Amount
	  	 Applicable Period

	$2,000,000	  	For the 9 month period ending September 30, 2016
	$2,000,000	  	For the 10 month period ending October 31, 2016
	$2,250,000	  	For the 11 month period ending November 30, 2016









			
	 Applicable Amount
	  	 Applicable Period

	$2,500,000	  	For the 12 month period ending December 31, 2016
	$17,850,000	  	For the 12 month period ending January 31, 2017, and for each 12 month period ending each month thereafter

 3. Reaffirmation and Confirmation. Borrower hereby ratifies, affirms, acknowledges and agrees that the
Credit Agreement and the other Loan Documents to which it is a party represent the valid, enforceable and collectible obligations of Borrower, and further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of
setoff whatsoever with respect to the Credit Agreement or any other Loan Document. Borrower hereby agrees that this Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations. The Liens and
rights securing payment of the Obligations are hereby ratified and confirmed by Borrower in all respects. 
 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 Agent in all respects (the
“Effective Date”): 
 (a) Agent shall have received a copy of this Amendment executed and delivered by Agent, the Lenders
party hereto, and the Loan Parties; 
 (b) Agent shall have received from Borrower, for the benefit of the Lenders party hereto, the
Amendment Fee; and 
 (c) 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 Effective Date. 
 5. Representations and Warranties. In order to induce Agent and Lenders to enter into
this Amendment, Borrower hereby represents and warrants to Agent and Lenders that: 
 (a) 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); 

  
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 (b) after giving effect to this Amendment, no Default or Event of Default has occurred and is
continuing; and 
 (c) this Amendment and the Loan Documents, as amended hereby, constitute legal, valid and binding obligations of Borrower
and are enforceable against Borrower in accordance with their 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. 
 6. Amendment Fee. In connection with this Amendment, Borrower agrees to pay to Agent, for the
ratable account of the Lenders party to this Amendment (such ratable amount based on each such Lender’s Commitment as a percentage of the Commitments of all such Lenders party to this Amendment), an amendment fee (the “Amendment
Fee”) of $120,000, which fee is due and payable on the Effective Date, and fully earned and non-refundable on the 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. Miscellaneous. 

(a) Expenses. Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of 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 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
Credit Agreement or any other Loan Document, the terms and provisions set forth in Section 12 of the 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. 
 8. Release. 

(a) In consideration of the agreements of Agent 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 a Consent and Reaffirmation to this Amendment, on behalf of itself and its successors, assigns, and other legal representatives


  
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(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 Agent, 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 (Agent, 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 (individually, a “Claim” and collectively, “Claims”) 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 the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. 

(b) Each of Borrower and each Guarantor that executes a Consent and Reaffirmation to 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 a Consent and Reaffirmation to 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. 

[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. 
  

	
	NUVERRA ENVIRONMENTAL SOLUTIONS, INC., as Borrower
	
	By: /s/ Mark Johnsrud
	Name: Mark Johnsrud
	Title: Chairman and CEO









 
	
	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









 CONSENT AND REAFFIRMATION 

Each of the undersigned (each a “Guarantor”) hereby (i) acknowledges receipt of a copy of the foregoing First Amendment
to Term Loan Credit Agreement (terms defined therein and used, but not otherwise defined, herein shall have the meanings assigned to them therein); (ii) consents to Borrower’s execution and delivery thereof; (iii) agrees to be bound
thereby, including Section 8 of the foregoing First Amendment to Term Loan Credit Agreement; and (iv) affirms that nothing contained therein shall modify in any respect whatsoever any Loan Documents to which the undersigned is a
party and reaffirms that each such Loan Document is and shall continue to remain in full force and effect. Although each Guarantor has been informed of the matters set forth herein and has acknowledged and agreed to same, each Guarantor understands
that Agent and Lenders have no obligation to inform such Guarantor of such matters in the future or to seek such Guarantor’s acknowledgment or agreement to future consents, amendments or waivers, and nothing herein shall create such a duty.

  

	
	HECKMANN WATER RESOURCES CORPORATION
	
	By: /s/ Mark Johnsrud
	Name: Mark Johnsrud
	Title: President
	
	HECKMANN WATER RESOURCES (CVR), INC.
	
	By: /s/ Mark Johnsrud
	Name: Mark Johnsrud
	Title: President
	
	1960 WELL SERVICES, LLC
	
	By: /s/ Mark Johnsrud
	Name: Mark Johnsrud
	Title: COO, President









 
	
	HEK WATER SOLUTIONS, LLC
	
	By: /s/ Mark Johnsrud
	Name: Mark Johnsrud
	Title: President
	
	APPALACHIAN WATER SERVICES, LLC
	
	By: /s/ Mark Johnsrud
	Name: Mark Johnsrud
	Title: COO, President
	
	BADLANDS POWER FUELS, LLC, a Delaware limited liability company
	
	By: /s/ Mark Johnsrud
	Name: Mark Johnsrud
	Title: President
	
	BADLANDS POWER FUELS, LLC, a North Dakota limited liability company
	
	By: /s/ Mark Johnsrud
	Name: Mark Johnsrud
	Title: President
	
	LANDTECH ENTERPRISES, L.L.C.
	
	By: /s/ Mark Johnsrud
	Name: Mark Johnsrud
	Title: President









 
	
	BADLANDS LEASING, LLC
	
	By: /s/ Mark Johnsrud
	Name: Mark Johnsrud
	Title: President
	
	IDEAL OILFIELD DISPOSAL, LLC
	
	By: /s/ Mark Johnsrud
	Name: Mark Johnsrud
	Title: President
	
	NUVERRA TOTAL SOLUTIONS, LLC
	
	By: /s/ Mark Johnsrud
	Name: Mark Johnsrud
	Title: President
	
	NES WATER SOLUTIONS, LLC
	
	By: /s/ Mark Johnsrud
	Name: Mark Johnsrud
	Title: President
	
	HECKMANN WOODS CROSS, LLC
	
	By: /s/ Mark Johnsrud
	Name: Mark Johnsrud
	Title: President