Nuverra Environmental Solutions (NES) 10-Q 2012 Q3 Quarterly report

Exhibit 4.1B

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 19, 2012, among Appalachian Water Services, LLC, a Pennsylvania limited liability company (the “Guaranteeing Subsidiary”), an indirect subsidiary of Heckmann Corporation, 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, dated as of April 10, 2012, as amended by the First Supplemental Indenture, dated as of April 10, 2012 (as so amended, the “Indenture”), 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, the 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. AGREEMENTTO GUARANTEE. The 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. EFFECTOF 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 Subsidiary and the Company.

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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.

APPALACHIAN WATER SERVICES, LLC, as Guaranteeing Subsidiary
By:	HEK WATER SOLUTIONS, LLC, its Managing Member
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
HECKMANN WATER RESOURCES CORPORATION, as a Guarantor
By:	/s/ Damian C. Georgino
	Name:	Damian C. Georgino
	Title:	Vice President
HECKMANN WATER RESOURCES (CVR), INC., as a Guarantor
By:	/s/ Damian C. Georgino
	Name:	Damian C. Georgino
	Title:	Vice President

[Signature page to Second Supplemental Indenture]

1960 WELL SERVICES, LLC, as a Guarantor
By:	/s/ Damian C. Georgino
	Name:	Damian C. Georgino
	Title:	Vice President
HEK WATER SOLUTIONS, as a Guarantor
By:	/s/ Damian C. Georgino
	Name:	Damian C. Georgino
	Title:	Vice President
HECKMANN HYDROCARBONS HOLDINGS CORPORATION, as a Guarantor
By:	/s/ Damian C. Georgino
	Name:	Damian C. Georgino
	Title:	Vice President
TFI HOLDINGS, INC., as a Guarantor
By:	/s/ Damian C. Georgino
	Name:	Damian C. Georgino
	Title:	Vice President
THERMO FLUIDS INC., as a Guarantor
By:	/s/ Damian C. Georgino
	Name:	Damian C. Georgino
	Title:	Vice President
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 Second Supplemental Indenture]