EX-4.4

THIS AMENDMENT NO. 5 TO INTERCREDITOR AGREEMENT (“Amendment”) is entered into as of April 10, 2017, 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 “$66,330,000” and inserting “$72,380,000” 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:

(b) all conditions precedent to the effectiveness set forth in Section 4 (other than the condition to deliver this Amendment) of that certain Seventh Amendment to Term Loan Credit Agreement, dated as of the date hereof, by and among Company, Term Loan Agent and Term Loan 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.

(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.

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

Borrower and each of Borrower’s undersigned Subsidiaries each hereby acknowledge that they have received a copy of the foregoing Amendment No. 5 to Intercreditor Agreement and agree to recognize all rights granted by the Amendment No. 5 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. 5 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. 5 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. 5 to Intercreditor Agreement or the Intercreditor Agreement, as amended, restated, supplemented, or otherwise modified hereafter.



By:		/s/ Joseph M. Crabb
Name:		Joseph M. Crabb
Title:		Vice President

APPALACHIAN WATER SERVICES, LLC

By:		HEK Water Solutions, LLC, its managing member



By:		/s/ Joseph M. Crabb
Name:		Joseph M. Crabb
Title:		Vice President

BADLANDS POWER FUELS, LLC, a Delaware limited liability company



By:		/s/ Joseph M. Crabb
Name:		Joseph M. Crabb
Title:		Vice President

BADLANDS POWER FUELS, LLC, a North Dakota limited liability company


LANDTECH ENTERPRISES, L.L.C.

By:		/s/ Joseph M. Crabb
Name:		Joseph M. Crabb
Title:		Vice President

BADLANDS LEASING, LLC

By:		/s/ Joseph M. Crabb
Name:		Joseph M. Crabb
Title:		Vice President

IDEAL OILFIELD DISPOSAL, LLC

By:		/s/ Joseph M. Crabb
Name:		Joseph M. Crabb
Title:		Vice President

NUVERRA TOTAL SOLUTIONS, LLC

By:		/s/ Joseph M. Crabb
Name:		Joseph M. Crabb
Title:		Vice President

NES WATER SOLUTIONS, LLC

By:		/s/ Joseph M. Crabb
Name:		Joseph M. Crabb
Title:		Vice President

HECKMANN WOODS CROSS, LLC

By:		/s/ Joseph M. Crabb
Name:		Joseph M. Crabb
Title:		Vice President


1960 WELL SERVICES, LLC