Nuverra Environmental Solutions, Inc. (Form: S-4, Received: 05/23/2013 17:18:59)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on May 23, 2013

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Nuverra Environmental Solutions, Inc.

(formerly Heckmann Corporation)

(Exact name of registrant as specified in its charter)

SEE TABLE OF ADDITIONAL REGISTRANT GUARANTORS

Delaware

1389

26-0287117

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

14646 N. Kierland Boulevard, Suite 260

Scottsdale, Arizona 85254

(602) 903-7802

(Address of principal executive offices, including zip code, and telephone number, including area code, of registrant and co-registrants)

Damian C. Georgino

Executive Vice President, Corporate Development and Chief Legal Officer

300 Cherrington Parkway, Suite 200

Coraopolis, PA 15108

(412) 329-7275

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Nicholas A. Bonarrigo

Eulalia M. Mack

Reed Smith LLP

599 Lexington Avenue

New York, NY 10022

(212) 549-5400

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
9.875% Senior Notes due 2018	$150,000,000	100%	$150,000,000	$20,460
Guarantees of the 9.875% Senior Notes due 2018(2)	—	—	—	(3)
Total	$150,000,000	100%	$150,000,000	$20,460

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended.

(2)	Certain subsidiaries of Nuverra Environmental Solutions, Inc. guarantee the 9.875% Senior Notes due 2018. See the table below for a complete list of the guarantors.

(3)	Pursuant to Rule 457(n) under the Securities Act, no separate consideration will be received for the Guarantees of the 9.875% Senior Notes due 2018. Therefore, no registration fee is attributed to them.

The Registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

The address and telephone of the principal executive offices of each registrant is 14646 N. Kierland Boulevard, Suite 260, Scottsdale, Arizona 85254, (602) 903-7828. The agent for service for each registrant guarantor is Damian C. Georgino, Vice President, 300 Cherrington Parkway, Suite 200, Coraopolis, PA 15108, (412) 329-7275.


Exact name of registrant guarantor as specified in its charter	Jurisdiction of incorporation or organization	I.R.S. Employer Identification No.
Appalachian Water Services, LLC	Pennsylvania		27-0670729
Badlands Power Fuels, LLC	Delaware		38-3888703
Badlands Power Fuels, LLC	North Dakota		20-3731810
Badlands Leasing, LLC	North Dakota		26-1802638
Heckmann Water Resources Corporation	Texas		27-0421194
Heckmann Water Resources (CVR), Inc.	Texas		20-2291795
1960 Well Services, LLC	Ohio		45-2625084
HEK Water Solutions, LLC	Delaware		26-0287117
Heckmann Environmental Services, Inc.	Delaware		45-4739683
Landtech Enterprises L.L.C.	North Dakota		20-2859022
Thermo Fluids Inc.	Delaware		59-3210374

The information in this prospectus is not complete and may be changed. We may not complete the exchange offer and the securities being registered may not be exchanged or distributed until the registration statement filed with the United States Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 23, 2013

PROSPECTUS

LOGO

(formerly Heckmann Corporation)

OFFER TO EXCHANGE

$150,000,000 aggregate principal amount of our outstanding

9.875% Senior Notes due 2018

(CUSIP Nos. 422680 AF5, U42308 AC7 and 422680 AG3)

for

$150,000,000 aggregate principal amount of 9.875% Senior Notes due 2018

(CUSIP No. 422680 AE8)

that have been registered under the Securities Act of 1933

We, Nuverra Environmental Solutions, Inc. (formerly Heckmann Corporation), are offering to exchange $150,000,000 aggregate principal amount of our outstanding 9.875% Senior Notes due 2018, which we refer to as the “old notes,” which have not been registered under the Securities Act of 1933, as amended, or the “Securities Act,” for an equal aggregate principal amount of our 9.875% Senior Notes due 2018, which we refer to as the “exchange notes,” which have been registered under the Securities Act. We refer to the old notes and the exchange notes collectively as the “notes.” The terms of the exchange notes to be issued in the exchange offer are substantially identical to the terms of the old notes, except that provisions relating to transfer restrictions, registration rights and additional interest will not apply to the exchange notes. The exchange notes will represent the same debt as the old notes, and will be issued under the same indenture. We are offering the exchange notes pursuant to a registration rights agreement relating to the old notes. Upon consummation of the exchange, the exchange notes will have the same CUSIP number as, and constitute an additional issuance of, our currently outstanding $250,000,000 aggregate principal amount of 9.875% Senior Notes due 2018, or the “existing notes,” which were issued under the same indenture as the notes. We refer to the old notes, the exchange notes and the existing notes collectively as the “2018 notes.”

Terms of the Exchange Offer:

•

The exchange offer expires at 5:00 p.m., New York City time, on , 2013, unless extended.

•

Upon expiration of the exchange offer, all old notes that are validly tendered and not validly withdrawn will be exchanged for an equal principal amount of exchange notes.

•

You may withdraw tendered old notes at any time at or prior to the expiration of the exchange offer.

•

The exchange offer is not subject to any minimum tender condition, but is subject to other customary conditions.

•

The exchange of the old notes for exchange notes will not be a taxable exchange for U.S. federal income tax purposes (see “Material United States Federal Income Tax Considerations”).

•

We will not receive any proceeds from the exchange offer.

There is no established trading market for the old notes or the exchange notes.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the completion of this exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

Investing in the exchange notes involves a high degree of risk. Please read “ Risk Factors ” beginning on page 15.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR THE ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is , 2013.

TABLE OF CONTENTS


	Page
Cautionary Note on Forward-Looking Statements		ii
Prospectus Summary		1
Risk Factors		15
Use of Proceeds		21
Ratio of Earnings to Fixed Charges		21
Capitalization		22
Selected Historical and Pro Forma Financial Data of Nuverra Environmental Solutions, Inc.		23
Selected Historical Financial Data of TFI Holdings, Inc.		25
Selected Historical Financial Data of Badlands Power Fuels, LLC		26
The Exchange Offer		27
Description of Exchange Notes		37
Material United States Federal Income Tax Considerations		76
Plan of Distribution		77
Where You Can Find Additional Information		78
Legal Matters		79
Experts		79

You should rely only upon the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. You should assume the information appearing in this prospectus and the documents incorporated by reference herein are accurate only as of their respective dates. Our business, financial condition, results of operations, and prospects may have changed since those dates.

Any statements in this prospectus concerning the provisions of any document are not complete. References to a document are made to the copy of that document filed or incorporated or deemed to be incorporated by reference as an exhibit to the registration statement of which this prospectus is a part or otherwise filed with the United States Securities and Exchange Commission, or the “SEC.” Each statement concerning the provisions of any document is qualified in its entirety by reference to the document so filed. You may obtain copies of such documents as described under the caption “Where You Can Find Additional Information,” and copies of these documents, except for certain exhibits and schedules, will be made available to you without charge upon written or oral request to:

Nuverra Environmental Solutions, Inc.

14646 N. Kierland Blvd., Suite 260

Scottsdale, Arizona 85254

Attn: Investor Relations

Telephone no.: (602) 903-7802

In order to obtain timely delivery of such materials, you must request information from us no later than five business days prior to the expiration of the exchange offer.

No information in this prospectus constitutes legal, business or tax advice, and you should not consider it as such. You should consult your own attorney, business advisor and tax advisor for legal, business and tax advice regarding the exchange offer.

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

This prospectus and the documents we incorporate by reference in this prospectus contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the United States Securities Exchange Act of 1934, as amended, or the “Exchange Act.” These statements relate to our expectations for future events and time periods. All statements other than statements of historical fact are statements that could be deemed to be forward-looking statements, including, but not limited to, statements regarding:

•

future financial performance and growth targets or expectations;

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market and industry trends and developments;

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the benefits of our completed and future merger, acquisition and disposition transactions, including the November 2012 merger of Badlands Power Fuels, LLC, or “Power Fuels,” with and into one of our wholly-owned subsidiaries and any future mergers, acquisitions or dispositions; and

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plans to increase operational capacity, including additional trucks, saltwater disposal and underground injection wells, frac tanks, rail cars, processing facilities and pipeline construction or expansion.

You can identify these and other forward-looking statements by the use of words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “future,” “continue,” “ongoing,” “forecast,” “project,” “target” similar expressions, and variations or negatives of these words.

These forward-looking statements are based on information available to us as of the date of this prospectus or as of the date of the document incorporated by reference in this prospectus and our expectations, forecasts and assumptions on such dates, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. Future performance cannot be ensured, and actual results may differ materially from those in the forward-looking statements. Some factors that could cause actual results to differ include:

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financial results that may be volatile and may not reflect historical trends due to, among other things, acquisition and disposition activities, fluctuations in consumer trends, pricing pressures, changes in raw material or labor prices or rates related to our business and changing regulations or political developments in the markets in which we operate;

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risks associated with our indebtedness, including our ability to manage our liquidity needs and to comply with covenants under our credit facilities, the indenture governing the 2018 notes and other existing financing obligations;

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difficulties in identifying and completing acquisitions, and differences in the type and availability to us of consideration or financing for such acquisitions;

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difficulties encountered in integrating acquired or merged assets, businesses and management teams;

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our ability to attract, motivate and retain key executives and qualified employees in key areas of our business;

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fluctuations in prices and demand for commodities such as oil and natural gas;

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availability of supplies of used motor oil and demand for refined oil, and prices thereof;

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changes in customer drilling activities and capital expenditure plans, including impacts due to low oil and/or natural gas prices or the economic or regulatory environment;

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risks associated with the operation, construction and development of salt water disposal wells and pipelines, including access to additional disposal well locations and pipeline rights-of-way, and unscheduled delays or inefficiencies;

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the effects of competition in the markets in which we operate, including the adverse impact of competitive product announcements or new entrants into our markets and transfers of resources by competitors into our markets;

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changes in economic conditions in the markets in which we operate or in the world generally, including as a result of political uncertainty;

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reduced demand for our services, including due to regulatory or other influences related to extraction methods such as fracturing, shifts in production into shale areas in which we do not currently have operations or the loss of key customers;

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control of costs and expenses;

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present and possible future claims, litigation or enforcement actions or investigations;

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natural disasters, such as hurricanes, earthquakes and floods, or acts of terrorism that may impact our corporate headquarters or our assets, including our wells or pipelines, our distribution channels, or which otherwise disrupt the markets we serve;

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the threat or occurrence of international armed conflict and terrorist activities;

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the unknown future impact on our business from the Affordable Care Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules to be promulgated thereunder;

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risks involving developments in environmental or other governmental laws and regulations in the markets in which we operate and our ability to effectively respond to those developments including laws and regulations relating to oil and gas extraction and re-refining businesses, particularly relating to water usage, disposal, transportation and treatment, uses of refined oil, collection of used motor oil and transportation of oil; and

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other risks referenced from time to time in our past and future filings with the SEC, including in this prospectus.

You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of their respective dates. Except as required by law, we do not undertake any obligation to update or release any revisions to these forward-looking statements to reflect any events or circumstances, whether as a result of new information, future events, changes in assumptions or otherwise, after the date hereof.

iii

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all the information that you should consider before exchanging old notes for exchange notes. You should read this entire document carefully, including the information under the heading “Risk Factors” and the information incorporated by reference, before making a decision to exchange your old notes for exchange notes.

Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus to “we,” “us,” “our,” the “issuer” or the “Company” refer to Nuverra Environmental Solutions, Inc. (formerly Heckmann Corporation), a Delaware corporation, together with its consolidated subsidiaries, and references to “Nuverra” or, for purposes of the “Description of Exchange Notes” herein, “Heckmann,” refer to only Nuverra Environmental Solutions, Inc. (formerly Heckmann Corporation) and not to any of its subsidiaries.

Our Company

We are an environmental solutions company dedicated to providing comprehensive and full-cycle environmental solutions to our customers in energy and industrial end-markets. We focus on the delivery, collection, treatment, recycling and disposal of restricted solids, water, waste water, used motor oil, spent antifreeze, waste fluids and hydrocarbons. On May 16, 2013, we changed our name from Heckmann Corporation to Nuverra Environmental Solutions, Inc., and our shares began trading on the New York Stock Exchange under the Nuverra name and stock ticker symbol “NES” effective as of the market open on May 20, 2013.

We operate through two divisions, Shale Solutions and Industrial Solutions. Shale Solutions addresses the pervasive demand for diverse water solutions required for the production of oil and gas in an integrated and efficient manner through various service and product offerings. With operations in all of the major U.S. shale areas, including the Bakken, Haynesville, Eagle Ford, Marcellus/Utica, Tuscaloosa Marine, Barnett, Mississipian Lime and Permian Basin, Shale Solutions provides water delivery and disposal, trucking, fluids handling, treatment, permanent pipeline facilities, water infrastructure and equipment rental services for oil and gas exploration and production companies. Shale Solutions also transports fresh water for drilling and completion activities and provides services for water pit excavations, site preparation and remediation.

Our Industrial Solutions division began operating in April 2012 upon our acquisition of Thermo Fluids Inc. Industrial Solutions provides route-based environmental services and waste recycling solutions focused on the collection of used motor oil, which we process and sell as reprocessed fuel oil, as well as providing complementary environmental services for a diverse commercial and industrial customer base.

We are building a national footprint across our environmental service offerings. With more than 2,600 employees, we operate in 35 states and own and operate a fleet of more than 1,200 trucks for delivery and collection, 200 rail cars, 50 miles of freshwater delivery pipeline and 50 miles of produced water collection pipeline as well as approximately 4,200 frac tanks, 1,900 upright and other tanks, and 46 operating salt water disposal or underground injection wells that we own or lease in the Bakken, Marcellus/Utica, Haynesville, Eagle Ford and Tuscaloosa, Shale areas.

Background

Power Fuels Merger . On November 30, 2012, we completed a merger with Badlands Power Fuels, LLC, or “Power Fuels,” for consideration consisting of $129.4 million in cash and 95.0 million unregistered, privately placed shares of our common stock (of which 10.0 million shares are being held in escrow for up to three years to pay certain potential indemnity claims). In addition, in connection with the closing of the Power Fuels merger, we repaid all of the outstanding indebtedness of Power Fuels with borrowings under our $325.0 million senior secured credit facility, which we refer to as the “Amended Credit Facility,” as described below under “—Amended Credit Facility.” Upon completion of the merger, Power Fuels and its subsidiaries became our

wholly-owned subsidiaries and are included in our Fluids Management Division. We expect that the Power Fuels merger, which is our largest acquisition to date, will substantially change our future operating results from our historical operating results.

Amended Credit Facility . On November 30, 2012, concurrently with the closing of the Power Fuels merger, we entered into the Amended Credit Facility, which amended our existing senior secured credit facility to, among other things, increase the revolving commitment thereunder from $150.0 million to $325.0 million. At the closing of the Power Fuels merger, we used borrowings under the Amended Credit Facility to pay off certain outstanding indebtedness of Power Fuels and to pay certain fees, costs and expenses in connection with the Power Fuels merger and the consummation of the Amended Credit Facility. We may also use proceeds from borrowings under the Amended Credit Facility for working capital, capital expenditures and general corporate purposes; to refinance existing indebtedness; and/or to finance permitted acquisitions and to pay fees, costs and expenses in connection therewith, whether or not consummated.

Old Notes Issuance . On November 5, 2012, our subsidiary Rough Rider Escrow, Inc., or “Rough Rider,” closed a private placement pursuant to Rule 144A under the Securities Act of $150.0 million aggregate principal amount of its 9.875% senior notes due 2018, which we refer to as the “stage I notes.” The net proceeds of the stage I notes offering, together with contributions from Nuverra (then named Heckmann), were placed into escrow pending the closing of the Power Fuels merger. On November 30, 2012, contemporaneously with the closing of the Power Fuels merger, the amounts in escrow were released to us and the proceeds of the stage I notes offering were applied to complete the Power Fuels merger. Rough Rider was merged with and into Nuverra (then named Heckmann) contemporaneously with the release of the escrow, and Nuverra assumed all of the obligations of Rough Rider under the stage I notes. Nuverra, as the issuer of the stage I notes, then redeemed all of the stage I notes by issuing the old notes in exchange for the stage I notes. The old notes were issued under the indenture, dated as of April 10, 2012, as amended, between us and The Bank of New York Mellon Trust Company, N.A., as trustee, which we refer to as the “indenture.” In connection with the issuance of the stage I notes, we entered into a registration rights agreement pursuant to which we agreed, once the exchange of the stage I notes for old notes was completed, to make the exchange offer or, in certain circumstances, to register the resale of the old notes.

General Corporate Information

Headquartered in Scottsdale, Arizona, Nuverra Environmental Solutions, Inc. was incorporated in Delaware on May 29, 2007 as “Heckmann Corporation.” On May 16, 2013, we changed our name to Nuverra Environmental Solutions, Inc. Our address is 14646 N. Kierland Boulevard, Suite 260, Scottsdale, Arizona 85254, and our website is http://www.nuverra.com. The contents of our website is not a part of this prospectus.

SUMMARY DESCRIPTION OF THE EXCHANGE OFFER

Background

On November 5, 2012, our subsidiary Rough Rider sold $150.0 million aggregage principal amount of stage I notes in a private placement exempt from the registration requirements of the Securities Act. The net proceeds of the stage I notes offering, together with contributions from us, were placed into escrow pending the closing of the Power Fuels merger. On November 30, 2012, contemporaneously with the closing of the Power Fuels merger, the amounts in escrow were released to us and the proceeds of the stage I notes offering were applied to complete the Power Fuels merger. Rough Rider was then merged with and into Nuverra (then named Heckmann), and Nuverra assumed all of the obligations of Rough Rider under the stage I notes and the indenture governing the stage I notes. Nuverra, as the issuer of the stage I notes, redeemed all of the stage I notes by issuing in exchange therefor the old notes. In connection with the issuance of the stage I notes, we entered into a registration rights agreement pursuant to which we agreed, once the exchange of the stage I notes for old notes was completed, to make the exchange offer or, in certain circumstances, to register the resale of the old notes. The exchange of the stage I notes for the old notes was consummated on December 5, 2012, which is referred to as the “mandatory exchange date.”

Pursuant to the registration rights agreement, we are required to prepare and file with the SEC on or prior to 180 days of the mandatory exchange date a registration statement offering to exchange the old notes for a like principal amount of exchange notes. Additionally, we are required to use our commercially reasonable efforts to cause that registration statement to be declared effective by the SEC on or prior to 365 days after the mandatory exchange date and to complete the exchange offer on or prior to 30 business days, or longer if required by applicable securities law, after the date on which the registration statement is declared effective.

The following is a summary of the principal terms of the exchange offer. A more detailed description is contained under the caption “The Exchange Offer.” The term “indenture” refers to the indenture that governs both the old notes and the exchange notes.

Old Notes

$150.0 million aggregate principal amount of 9.875% Senior Notes due 2018.

Exchange Notes

Up to $150.0 million aggregate principal amount of 9.875% Senior Notes due 2018, the issuance of which has been registered under the Securities Act. The form and terms of the exchange notes are identical in all material respects to those of the old notes, except that the transfer restrictions and registration rights relating to the old notes do not apply to the exchange notes.

Exchange Offer

We are offering to issue up to $150.0 million aggregate principal amount of the exchange notes in exchange for a like principal amount of the old notes to satisfy our obligations under the registration rights agreement. Old notes may be tendered in minimum denominations of principal amount of $2,000 and integral multiples of $1,000. We will issue the exchange notes promptly after expiration of the exchange offer. See “The Exchange Offer—Terms of the Exchange Offer; Period for Tendering Old Notes.” If all old notes are tendered for exchange, there will be $150.0 million principal amount of exchange notes that have been registered under the Securities Act, and no old notes, outstanding after this exchange offer is completed. The

exchange notes will bear the same CUSIP number as, and will constitute an additional issuance of, our currently outstanding $250.0 million aggregate principal amount of existing notes.

Expiration Date

The exchange offer expires at 5:00 p.m., New York City time, on , 2013, unless extended by us.

Conditions to the Exchange Offer

The exchange offer is subject to customary conditions, which we may waive. See “The Exchange Offer—Conditions to the Exchange Offer.”

Procedures for Tendering Old Notes

You must do the following on or prior to the expiration or termination of the exchange offer to participate in the exchange offer:

•

tender your old notes by sending (1) the certificates for your old notes, in proper form for transfer, (2) a properly completed and duly executed letter of transmittal, with any required signature guarantees, and (3) all other documents required by the letter of transmittal, to The Bank of New York Mellon Trust Company, N.A., as exchange agent, at one of the addresses listed below under the caption “The Exchange Offer—Exchange Agent,” or

•

tender your old notes by using the book-entry transfer procedures described below and transmitting a properly completed and duly executed letter of transmittal, with any required signature guarantees, or an agent’s message instead of the letter of transmittal, to the exchange agent. In order for a book-entry transfer to constitute a valid tender of your old notes in the exchange offer, the exchange agent must receive a confirmation of book-entry transfer of your old notes into the exchange agent’s account at The Depository Trust Company, or “DTC,” prior to the expiration or termination of the exchange offer. For more information regarding the use of book-entry transfer procedures, including a description of the required agent’s message, see the discussion below under the caption “The Exchange Offer—Book-Entry Transfers.”

Special Procedures for Beneficial Owners

If you beneficially own old notes registered in the name of a broker, dealer, commercial bank, trust company, or other nominee and you wish to tender your old notes in the exchange offer, you should contact the registered holder promptly and instruct it to tender on your behalf. If you wish to tender an old note on your own behalf, prior to executing the letter of transmittal and delivering your old notes, you must either arrange to have your old notes registered in your name or obtain a properly completed bond power from the person in whose name the old notes are registered.

Acceptance of Old Notes and Delivery of Exchange Notes

For each old note accepted for exchange, the holder will receive an exchange note registered under the Securities Act having a principal amount equal to, and in the denomination of, that of the surrendered old note. See “The Exchange Offer—Terms of the Exchange Offer; Period for Tendering Old Notes” and “—Acceptance of Old Notes for Exchange; Delivery of Exchange Notes.”

Guaranteed Delivery Procedures

If you wish to tender your old notes and time will not permit your required documents to reach the exchange agent by the expiration time, or the procedures for book-entry transfer cannot be completed by the expiration time, you may tender your old notes according to the guaranteed delivery procedures described in “The Exchange Offer—Guaranteed Delivery.”

Withdrawal of Tenders; Non-Acceptance

You may withdraw your tender of old notes at any time prior to 5:00 p.m., New York City time, on the expiration date by delivering a written notice of withdrawal to the exchange agent in conformity with the procedures discussed under “The Exchange Offer—Withdrawal Rights.” If we decide for any reason not to accept any old notes tendered for exchange, the old notes will be returned to the registered holder at our expense promptly after the expiration or termination of the exchange offer. In the case of the old notes tendered by book-entry transfer into the exchange agent’s account at DTC, any withdrawn or unaccepted old notes will be credited to the tendering holder’s account at DTC.

Effect of Not Tendering

Old notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, continue to accrue interest and to be subject to the provisions in the indenture regarding the transfer and exchange of the old notes and the existing restrictions on transfer set forth in the legend on the old notes. After completion of this exchange offer, we will have no further obligation to provide for the registration under the Securities Act of those old notes except in limited circumstances with respect to specific types of holders of old notes and we do not intend to register the old notes under the Securities Act. In general, old notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. In addition, old notes not tendered will not bear the same CUSIP number as the existing notes.

Holders who desire to tender their old notes in exchange for exchange notes registered under the Securities Act should allow sufficient time to ensure timely delivery. Neither the exchange agent nor we are under any duty to give notification of defects or irregularities with respect to the tenders of old notes for exchange.

Resales of Exchange Notes

Based on interpretations by the staff of the SEC as set forth in no-action letters issued to third parties, we believe that you can offer for resale, resell and otherwise transfer the exchange notes you receive in the exchange offer without complying with the registration and prospectus delivery requirements of the Securities Act so long as:

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you acquire the exchange notes in the ordinary course of business;

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you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in a distribution of the exchange notes;

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you are not holding old notes that have or are reasonably likely to have the status of an unsold allotment in the initial offering;

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you are not an affiliate of ours; and

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you are not a broker-dealer.

If any of these conditions is not satisfied and you transfer any exchange notes without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. We do not assume, or indemnify you against, any such liability. See the discussion below under the caption “The Exchange Offer—Procedures for Tendering Old Notes” for more information.

Use of Proceeds

We will not receive any proceeds from the exchange offer.

Exchange Agent

The Bank of New York Mellon Trust Company, N.A. You can find the address and telephone number of the exchange agent below under the caption “The Exchange Offer—Exchange Agent.”

Material United States Tax Considerations

The exchange of old notes for exchange notes pursuant to the exchange offer will not be a taxable event for United States federal income tax purposes. See the discussion under the caption “Material United States Federal Income Tax Considerations” for more information regarding the tax consequences to you of the exchange offer.

Additional Registration Rights

We and the guarantors have agreed to file a shelf registration statement for the resale of the notes (and guarantees) if we cannot effect the exchange offer within the time periods listed above and in other circumstances described under the caption “The Exchange Offer—Additional Registration Rights.”

Tenders; Broker-Dealers

By tendering your old notes, you represent to us that:

•

you are not our “affiliate,” as defined in Rule 405 under the Securities Act;

•

any exchange notes you receive in the exchange offer are being acquired by you in the ordinary course of your business;

•

neither you nor anyone receiving exchange notes from you has any arrangement or understanding with any person to participate in a distribution of the exchange notes, as defined in the Securities Act; and

•

you are not holding old notes that have, or are reasonably likely to have, the status of an unsold allotment in the initial stage I notes offering.

In addition, each broker-dealer that receives exchange notes for its own account in the exchange offer must acknowledge that it acquired the old notes for its own account as a result of market-making or other trading activities and must agree that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any

resale of the exchange notes. A participating broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities. For further information regarding resales of exchange notes by participating broker-dealers, see “Plan of Distribution.”

SUMMARY DESCRIPTION OF EXCHANGE NOTES

The terms of the exchange notes are substantially the same as the old notes, except that provisions relating to transfer restrictions, registration rights, and special interest will not apply to the exchange notes. The following is a summary of the principal terms of the exchange notes. A more detailed description of the exchange notes is contained in the section of this prospectus entitled “Description of Exchange Notes.”

Issuer

Nuverra Environmental Solutions Inc., a Delaware corporation.

Exchange Notes Offered

Up to $150.0 million aggregate principal amount of 9.875% Senior Notes due 2018.

Maturity Date

The exchange notes will mature on April 15, 2018.

Interest

The exchange notes will bear interest at an annual rate of 9.875%. Interest on the exchange notes will be payable semi-annually, in arrears, on April 15 and October 15 of each year, commencing on April 15, 2013. Interest will accrue from October 15, 2012, or, if later, from the last interest payment date on which interest was paid on the old notes prior to consummation of the exchange offer.

Use of Proceeds

This exchange offer is intended to satisfy certain of our obligations under the registration rights agreement. We will not receive any proceeds from the issuance of the exchange notes in the exchange offer. In exchange for each of the exchange notes, we will receive old notes in like principal amount. We will retire or cancel all of the old notes tendered in the exchange offer. Accordingly, issuance of the exchange notes will not result in any change in our capitalization.

Guarantees

The exchange notes will be fully and unconditionally guaranteed on a senior basis by our existing principal domestic subsidiaries and certain of our future domestic subsidiaries, as more fully described under “Description of Exchange Notes—The Note Guarantees.”

Ranking

The exchange notes will be:

•

our general unsecured obligations;

•

pari passu in right of payment with all of our existing and future unsecured senior indebtedness;

•

senior in right of payment to any of our future subordinated indebtedness; and

•

unconditionally guaranteed by the guarantors.

However, the exchange notes will be effectively junior in right of payment to all of our existing and future secured indebtedness and other secured obligations to the extent of the value of the assets securing such indebtedness and other obligations, including all borrowings under our Amended Credit Facility, which is secured by substantially all of our and the guarantors’ assets, and any other secured obligations. See “Risk Factors.”

Each guarantee of the exchange notes will be:

•

a general unsecured obligation of the guarantor;

•

pari passu in right of payment with all existing and future unsecured senior indebtedness of the guarantor;

•

senior in right of payment to any future subordinated indebtedness of that guarantor; and

•

effectively junior in right of payment to all secured indebtedness and other secured obligations of each guarantor, including its guarantee of our Amended Credit Facility, to the extent of the value of the assets securing such indebtedness and other obligations.

Optional Redemption

On or after April 15, 2015, we may redeem some or all of the exchange notes at redemption prices that decrease over time, plus accrued and unpaid interest and special interest, if any, to the redemption date as further described under the caption “Description of Exchange Notes—Optional Redemption.”

We may redeem some or all of the exchange notes prior to April 15, 2015, at a price equal to 100% of the principal amount of the exchange notes redeemed plus accrued and unpaid interest and special interest to the date of redemption and a “make whole” premium, as further described under the caption “Description of Exchange Notes—Optional Redemption.”

In addition, as further described under the caption “Description of Exchange Notes—Optional Redemption,” prior to April 15, 2015, we may redeem up to 35% of the aggregate principal amount of the outstanding 2018 notes with the net proceeds of one or more equity offerings at a redemption price equal to 109.875% of the principal amount thereof, plus accrued and unpaid interest and special interest, if any, to the date of redemption, provided that, following such redemption, an amount of 2018 notes equal to at least 65% of the aggregate principal amount of the existing notes originally issued under the indenture remains outstanding.

Change of Control Offer

If we experience a change of control (as defined in the indenture), each holder of exchange notes will have the right to require us to repurchase all or any part of its exchange notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest and special interest, if any, to the date of purchase. See “Description of Exchange Notes—Repurchase at the Option of Holders—Change of Control.”

Asset Sale Offer

If we engage in certain asset sales, and within 365 days of receipt of the net proceeds from such asset sale we do not reinvest such proceeds in the business or otherwise use such proceeds as required by the indenture, we may be required to use the net cash proceeds

from such sales to make an offer to repurchase notes with such proceeds. The purchase price of each note so purchased will be 100% of its principal amount, plus accrued and unpaid interest and special interest, if any, to the date of purchase, prepayment or redemption. See “Description of Exchange Notes—Repurchase at the Option of Holders—Asset Sales.”

Certain Covenants

The indenture contains covenants that, among other things, limit our and any restricted subsidiary’s ability to:

•

transfer or sell assets;

•

pay dividends or make certain distributions, buy subordinated indebtedness or securities, make certain investments or make other restricted payments;

•

incur or guarantee additional indebtedness or issue preferred stock;

•

create or incur liens securing indebtedness;

•

incur dividend or other payment restrictions affecting restricted subsidiaries;

•

consummate a merger, consolidation or sale of all or substantially all our assets;

•

enter into transactions with affiliates;

•

engage in business other than a business that is the same or similar, reasonably related, complementary or incidental to our current business and/or that of our restricted subsidiaries; and

•

make certain acquisitions or investments.

These covenants are subject to a number of important exceptions and qualifications. See “Description of Exchange Notes—Repurchase at the Option of Holders” and “Description of Exchange Notes—Certain Covenants.”

No Established Trading Market

The exchange notes generally will be freely transferable but will also be new securities for which there is no established market. Accordingly, a liquid market for the notes may not develop or be maintained. We have not applied, and do not intend to apply, for the listing of the exchange notes on any exchange or automated dealer quotation system.

Risk Factors

Investing in the exchange notes involves substantial risks. You should consider carefully all of the information set forth in this prospectus including the information incorporated by reference herein and, in particular, you should evaluate the risks described under “Risk Factors.”

SUMMARY HISTORICAL AND PRO FORMA COMBINED FINANCIAL DATA

The following table sets forth:

•

Summary historical consolidated financial data of the Company as of and for the years ended December 31, 2010, 2011 and 2012, which have been derived from our audited consolidated financial statements as of such dates and for such periods and which are incorporated by reference in this prospectus, and for the three months ended March 31, 2012 and 2013, which have been derived from our unaudited consolidated financial statements as of such dates and for such periods and which are incorporated by reference in this prospectus. On September 30, 2011, we completed the disposition, through sale and abandonment, of all of our China Water & Drinks, Inc. bottled water business. Accordingly, the China Water business is reported as a discontinued operation for financial reporting purposes for all relevant reporting periods.

•

Summary unaudited pro forma condensed Statement of Operations data for the year ended December 31, 2012, presenting the pro forma combined financial position and results of operations of Power Fuels, TFI and the Company, in each case with the Company treated as the acquiror and as if the Power Fuels merger and the TFI acquisition had been consummated on January 1, 2012.

You should read the summary historical consolidated financial data of the Company, TFI and Power Fuels included elsewhere herein and our Unaudited Pro Form Condensed Combined Statement of Operations data and the related notes included in our Current Report on Form 8-K filed with the SEC on May 23, 2013, our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements, including the accompanying notes, for the three years ended December 31, 2012, included in our Annual Report on Form 10-K for the year ended December 31, 2012, our unaudited consolidated financial statements, including the accompanying notes and related “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for the three months ended March 31, 2012 and 2013, included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, Power Fuels’ audited consolidated financial statements for the three years ended December 31, 2011 and unaudited consolidated financial statements for the nine months ended September 30, 2012, and TFI’s audited consolidated financial statements for the three years ended December 31, 2011 and unaudited consolidated financial statements for the three months ended March 31, 2012, all of which are incorporated by reference in this prospectus. See “Where You Can Find Additional Information.”

The pro forma Statement of Operations data reflects adjustments for (a) the TFI acquisition, including the issuance of 18.2 million shares of our common stock on March 30, 2012, for gross proceeds of $80.1 million and the issuance on April 10, 2012, of $250.0 million of existing notes, of which $163.6 million was used to fund the TFI acquisition, and (b) the Power Fuels merger, including the issuance on November 5, 2012, of $150.0 million of the stage I notes (which were exchanged on December 5, 2012, for the old notes), the proceeds of which was used to fund the Power Fuels merger, and the issuance on November 30, 2012, of 95.0 million shares of our common stock, with a fair value of approximately $371.5 million, as well as the assumption, or refinancing with borrowings under our Amended Credit Facility, of $150.4 million of Power Fuels debt.


	Nuverra									Pro Forma			Nuverra
	YEAR ENDED DECEMBER 31,												THREE MONTHS ENDED MARCH 31,
	2010			2011			2012			2012			2012			2013
	(dollars in thousands)
Statement of Operations Data:
Revenue	$	15,208		$	156,837		$	351,983		$	732,631		$	54,959		$	159,455
Cost of sales		11,337			123,509			305,656			568,385			47,973			137,902

Gross profit		3,871			33,328			46,327			164,246			6,986			21,553
Operating expenses		23,384			38,740			70,644			107,287			8,254			25,400

Income (loss) from operations		(19,513	)		(5,412	)		(24,317	)		56,959			(1,268	)		(3,847	)
Interest income (expense), net		2,087			(4,243	)		(26,617	)		(51,897	)		(2,146	)		(13,415	)
Income (loss) from equity investment		(689	)		(462	)		12			—			—			(42	)
Other income (expense), net ⁽¹⁾		4,411			6,232			(5,156	)		(8,753	)		(29	)		(993	)

Income (loss) before income taxes		(13,704	)		(3,885	)		(56,078	)		(3,691	)		(3,443	)		(18,297	)
Income tax benefit (expense) ⁽²⁾		3,404			3,777			58,605			37,673			(420	)		5,665

Income (loss) from continuing operations		(10,300	)		(108	)		2,527			33,982			(3,863	)		(12,632	)
Loss from discontinued operations		(4,393	)		(22,898	)		—			—			—			—

Net income (loss)	$	(14,693	)	$	(23,006	)	$	2,527		$	33,982		$	(3,863	)	$	(12,632	)

Balance Sheet Data:
Cash and cash equivalents							$	16,211								$	18,176
Property, plant and equipment, net								604,870									597,528
Total assets								1,644,339									1,637,305
Long-term debt ⁽³⁾								566,126									567,023
Total shareholders’ equity								847,761									835,891

⁽¹⁾	Year ended December 31, 2012 includes loss on debt extinguishment of $2,638.

⁽²⁾	Year ended December 31, 2012 includes the reversal of approximately $38.5 million of valuation allowance.

⁽³⁾	Includes both current and long-term portions, net of unamortized premium and discount.

SUMMARY CONSOLIDATED HISTORICAL FINANCIAL DATA OF TFI HOLDINGS, INC.

The following table sets forth the summary historical consolidated financial data of TFI as of and for the years ended December 31, 2009, 2010 and 2011 (the most recent three fiscal years of TFI preceding the closing of the TFI acquisition), which have been derived from TFI’s audited consolidated financial statements as of such dates and for such periods, incorporated by reference in this prospectus, and for the three months ended March 31, 2012 (the most recent interim period preceding the closing of the TFI acquisition), which have been derived from TFI’s unaudited consolidated financial statements as of such date and for such period, incorporated by reference in this prospectus.

The historical results presented below are not necessarily indicative of results that can be expected for any future period and you should read the following information in conjunction with the section entitled “Selected Consolidated Financial Data of TFI Holdings, Inc.,” as well as our and TFI’s audited consolidated financial statements, including the accompanying notes, and TFI’s unaudited consolidated financial statements, including the accompanying notes, for the three months ended March 31, 2012, included or incorporated by reference in this prospectus.


	YEAR ENDED DECEMBER 31,									THREE MONTHS ENDED MARCH 31, 2012
	2009			2010			2011			THREE MONTHS ENDED MARCH 31, 2012
	(dollars in thousands)
Statement of Operations Data:
Revenue	$	73,192		$	80,778		$	113,798		$	27,479
Cost of sales		52,465			54,645			72,127			19,182

Gross profit		20,727			26,134			41,671			8,297
Operating expenses:
Sales and marketing		1,076			1,976			2,663			795
General and administrative		3,638			4,631			8,125			1,955
Goodwill impairment		11,128			—			—			—
Depreciation and amortization		7,875			7,634			7,907			1,950
Loss (gain) on sale of property, plant and equipment		(8	)		—			—			—
Consulting fees to related parties		441			400			408			100
Management fees		117			117			151			17

Income (loss) from operations		(3,540	)		11,376			22,417			3,480
Other income (expense):
Interest income, net		7			16			24			5
Interest expense		(8,430	)		(7,778	)		(8,715	)		(1,146	)

Income before income taxes		(11,963	)		3,614			13,726			2,339

Income tax (expense) benefit		298			(339	)		(5,390	)		(912	)

Net income (loss)	$	(11,665	)	$	3,275		$	8,336		$	1,427

Balance Sheet Data:
Cash and cash equivalents	$	1,749		$	230		$	2,857		$	—
Property and equipment, net		18,968			18,439			18,842			18,860
Total assets		172,123			166,713			170,431			170,063
Long-term debt ⁽¹⁾		85,314			76,042			71,075			69,047
Total shareholders’ equity		57,916			61,190			69,516			70,943

⁽¹⁾	Includes both current and long-term portions.

SUMMARY SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF BADLANDS POWER FUELS, LLC

The following table sets forth the summary historical consolidated financial data of Power Fuels as of and for the years ended December 31, 2009, 2010 and 2011 (the most recent three fiscal years of Power Fuels preceding the closing of the Power Fuels merger), which have been derived from Power Fuels’ audited consolidated financial statements as of such dates and for such periods, incorporated by reference in this prospectus, and for the nine months ended September 30, 2012 (the most recent interim period preceding the closing of the Power Fuels acquisition), which have been derived from Power Fuels’ unaudited consolidated financial statements as of such date and for such period, incorporated by reference in this prospectus.

The historical results presented below are not necessarily indicative of results that can be expected for any future period and you should read the following information in conjunction with the section entitled “Selected Consolidated Financial Data of Badlands Power Fuels, LLC,” as well as our and Power Fuels’ audited consolidated financial statements, including the accompanying notes, and Power Fuels’ unaudited consolidated financial statements, including the accompanying notes, for the nine months ended September 30, 2012, included or incorporated by reference in this prospectus. The historical results of Power Fuels include the results of Badlands Development, LLC, a subsidiary of Power Fuels that was not acquired by us in connection with the Power Fuels merger.


	FISCAL YEAR ENDED DECEMBER 31,									NINE MONTHS ENDED SEPTEMBER 30, 2012
	2009			2010			2011			NINE MONTHS ENDED SEPTEMBER 30, 2012
	(dollars in thousands)
Statements of Operations Data:
Revenue	$	75,550		$	151,731		$	277,039		$	301,217
Cost of sales ⁽¹⁾		11,205			21,702			33,917			41,602

Gross profit		64,345			130,030			243,122			259,615
Operating expenses ⁽¹⁾		50,231			88,422			154,052			167,069

Income (loss) from operations		14,114			41,607			89,070			92,546
Interest income (expense), net		(2,760	)		(3,428	)		(5,194	)		(6,005	)

Income (loss) before income taxes		11,355			38,180			83,876			86,541
Income tax benefit (expense) ⁽²⁾		—			—			—			—

Net income	$	11,355		$	38,180		$	83,876		$	86,541
Balance Sheet Data:
Cash and cash equivalents							$	5,002		$	2,352
Net property and equipment								266,104			275,727
Total assets								345,219			414,076
Long-term debt								179,294			148,530
Member’s equity								149,338			223,606

⁽¹⁾	General and Administrative expenses have not been reclassified to Cost of Sales expense to conform to Nuverra’s historical accounting policies.

⁽²⁾	Power Fuels is a pass-through entity and is not subject to United States federal entity level income tax.

RISK FACTORS

You should carefully consider the risks and uncertainties described below together with all of the other information included in, and incorporated by reference in, this prospectus, before deciding to invest in the exchange notes including the risks and uncertainties described in Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on March 18, 2013, which we refer to herein as our “2012 Annual Report.” The risks and uncertainties discussed below and incorporated by reference in this prospectus are not the only ones facing us. Additional risks and uncertainties not presently known to us, or that we currently see as immaterial, may also harm our business. If any of these risks occur, our business, financial condition and operating results could be harmed, the market value of the notes could decline and you could lose part or all of your investment.

Risks Related to the Notes

We may not be able to repurchase the notes upon a change of control or to make an offer to repurchase the notes in connection with an asset sale as required by the indenture.

Upon the occurrence of specific types of change of control events, we will be required to offer to repurchase all of the outstanding notes at a price equal to 101% of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest and additional interest, if any, up to, but not including the date of repurchase. In addition, in connection with certain asset sales, we will be required to offer to repurchase all of the notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest and additional interest, if any, up to, but not including the date of repurchase. We may not have sufficient funds available to repurchase all of the notes tendered pursuant to any such offer and any other debt, including the existing notes, that would become payable upon a change of control or in connection with such an asset sale offer. Any of our current or future debt agreements, including our Amended Credit Facility, may also limit our ability to repurchase the notes until all such debt is paid in full. Our failure to purchase the notes, or any other 2018 notes, would be a default under the indenture, which would in turn likely trigger a default under the Amended Credit Facility and any future credit facility and the terms of our other indebtedness outstanding at such time. Any requirement to offer to repurchase outstanding notes may therefore require us to refinance our other outstanding debt, which we may not be able to accomplish on commercially reasonable terms, if at all. These repurchase requirements may also delay or make it more difficult for others to obtain control of our Company. Finally, the definition of change of control includes a phrase relating to the sale or other transfer of “all or substantially all” of the properties or assets of us and our subsidiaries, taken as a whole. There is no precise definition of that phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty in ascertaining whether a particular transaction would involve a disposition of “all or substantially all” of the assets and property of us and our subsidiaries, and therefore it may be unclear as to whether a change of control has occurred and whether the holders of the notes have the right to require us to repurchase such notes. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a change of control under the indenture.

The notes will be effectively subordinated to the debt of our non-guarantor subsidiaries, if any.

Although the notes will be fully and unconditionally guaranteed on a senior basis by our existing principal domestic subsidiaries and our future domestic subsidiaries, they will not be guaranteed by any future foreign subsidiaries. As a result of this structure, the notes will be effectively subordinated to all other indebtedness and other liabilities, including trade payables, of our non-guarantor subsidiaries. The effect of this subordination is that, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding involving a non-guarantor subsidiary, the assets of that subsidiary cannot be used to pay you until all other claims against that subsidiary, including trade payables, have been fully satisfied.

The notes and the guarantees will be effectively subordinated to our and the guarantors’ existing and future secured debt to the extent of the value of the collateral securing such debt.

The notes are our senior unsecured obligations and the indebtedness evidenced by each guarantee is the senior unsecured indebtedness of the applicable guarantor. The notes will rank equal in right of payment with all of our existing and future senior indebtedness and senior to all of our existing and future subordinated indebtedness. However, the notes will be effectively subordinated to all of our existing and future indebtedness, including our obligations under the Amended Credit Facility and any future secured credit facility, to the extent of the value of the assets securing such secured liabilities and indebtedness, and the notes will also be effectively subordinated to the existing and future indebtedness of our non-guarantor subsidiaries, if any. The guarantees will rank equal in right of payment with all existing and future indebtedness of such guarantor, and senior to all existing and future subordinated indebtedness of such guarantor. The guarantees will also be effectively subordinated to any secured liabilities and indebtedness of such guarantor, including the obligations of such guarantor under the Amended Credit Facility and any future secured credit facility (including related hedging obligations), to the extent of the value of such guarantor’s assets securing such secured indebtedness, and the guarantees will also be effectively subordinated to the existing and future indebtedness of our non-guarantor subsidiaries, if any. Debt outstanding under any future secured credit facility will generally be secured by a first priority security interest in the assets securing such indebtedness. As of March 31, 2013, we had approximately $567.0 million of indebtedness, net of premiums and discounts, outstanding on a consolidated basis, of which approximately $167.1 million was secured, including $147.0 million outstanding under the Amended Credit Facility and $20.1 million of capital leases for new trucks acquired in 2012 and other vehicle financings.

In the event of any distribution or payment on our assets in a bankruptcy, liquidation, reorganization, dissolution or other winding up involving us or any of our subsidiaries, holders of secured indebtedness will have a prior claim to those assets that constitute their collateral, and the holders of the notes will participate in the distribution or payment of our or our guarantor’s remaining assets ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as the notes (including the existing notes), and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor. Upon the occurrence of any of these events, there may not be sufficient funds to pay amounts due on the notes.

We are permitted to create unrestricted subsidiaries, which will not be subject to any of the covenants in the indenture, and we may not be able to rely on the cash flow or assets of those unrestricted subsidiaries to pay our indebtedness.

Unrestricted subsidiaries will not be subject to the covenants under the indenture governing the notes. Unrestricted subsidiaries may enter into financing arrangements that limit their ability to make loans or other payments to fund payments in respect of the notes. Accordingly, we may not be able to rely on the cash flow or assets of unrestricted subsidiaries to pay any of our indebtedness, including the notes.

We may choose to redeem notes when prevailing interest rates are relatively low.

We may choose to redeem the notes from time to time when and at the prices permitted by the indenture governing the notes, especially when prevailing interest rates are lower than the rate borne by the notes. If prevailing rates are lower at the time of redemption, you would not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the notes being redeemed. Our redemption right also may adversely impact your ability to sell your notes as the optional redemption date or period approaches.

United States federal, state and foreign fraudulent transfer laws may permit a court to avoid the notes and the guarantees, subordinate claims in respect of the notes and the guarantees and require noteholders to return payments received. If this occurs, noteholders may not receive any payments on the notes.

United States federal, state and foreign fraudulent transfer and conveyance statutes may apply to the issuance of the notes and the incurrence of any guarantees. Under United States federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state and be different from other applicable foreign jurisdictions, the notes or guarantees could be avoided as a fraudulent transfer or conveyance if, among other things, (1) we or any of the guarantors, as applicable, issued the notes or incurred the guarantees with the intent of hindering, delaying or defrauding creditors or (2) we or any of the guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for either issuing the notes or incurring the guarantees and, in the case of (2) only, one of the following is also true at the time thereof:

•

we or any of the guarantors, as applicable, were insolvent or rendered insolvent by reason of the issuance of the notes or the incurrence of the guarantees;

•

the issuance of the notes or the incurrence of the guarantees left us or any of the guarantors, as applicable, with an unreasonably small amount of capital to carry on its business;

•

we or any of the guarantors intended to, or believed that we or such guarantor would, incur debts beyond our or such guarantor’s ability to pay such debts as they mature; or

•

we or any of the guarantors was a defendant in an action for money damages, or had a judgment for money damages docketed against us or such guarantor if, in either case, after final judgment, the judgment is unsatisfied.

A court would likely find that we or a guarantor did not receive reasonably equivalent value or fair consideration for the notes or such guarantees if we or such guarantor did not substantially benefit directly or indirectly from the issuance of the notes or the applicable guarantees. As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured or satisfied. A debtor will generally not be considered to have received value in connection with a debt offering if the debtor uses the proceeds of that offering to make a dividend payment or otherwise retire or redeem equity securities issued by the debtor. We cannot be certain as to the standards a court would use to determine whether or not we or the guarantors were solvent at the relevant time or, regardless of the standard that a court uses, that the issuance of the guarantees would not be further subordinated to our other debt or the debt of the guarantors. Generally, however, an entity would be considered insolvent if, at the time it incurred indebtedness:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;

•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•

it could not pay its debts as they become due.

On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of the notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

If a court were to find that the issuance of the notes or the incurrence of the guarantee was a fraudulent transfer or conveyance, the court could avoid the payment obligations under the notes or such guarantee or

further subordinate the notes or such guarantee to our presently existing and future indebtedness or of the related guarantor, or require the holders of the notes to repay any amounts received with respect to such guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred, noteholders may not receive any repayment on the notes. Further, the avoidance of the notes could result in an event of default with respect to our other debt that could result in acceleration of such debt.

Although the guarantee entered into by the guarantor will contain a provision intended to limit that guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer, this provision may not be effective to protect that guarantee from being avoided under fraudulent transfer law, or may reduce the guarantor’s obligation to an amount that effectively makes its guarantee worthless.

If the guarantee by the guarantor is not enforceable, the notes would be effectively subordinated to all liabilities of the guarantor, including trade payables. In the event of a bankruptcy, liquidation or reorganization of our non-guarantor subsidiaries, if any, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us.

The notes currently have no established trading or other public market, and an active trading market may not develop for the notes.

The failure of a market developing for the notes could affect the liquidity and value of the notes and you may not be able to sell the notes readily, or at all, or at or above the price that you paid. The notes will constitute a new issue of securities with no established trading market. We do not intend to apply for listing the notes on any securities exchange. Even if a registration statement becomes effective to cover the notes, we cannot assure you that an active trading market will develop for the notes. We cannot assure you that any market for the notes will develop, or if one does develop, that it will be liquid. If the notes are traded, they may trade at a discount from their initial offering price, depending on prevailing interest rates, the market for similar securities, our credit rating, our operating performance and financial condition and other factors. If an active trading market does not develop, the market price and liquidity of the notes may be adversely affected. As a result, we cannot ensure you that you will be able to sell any of the notes at a particular time, at attractive prices, or at all. Thus, you may be required to bear the financial risk of your investment in the notes indefinitely.

If a trading market were to develop, future trading prices of the notes may be volatile and will depend on many factors, including:

•

our operating performance and financial condition or prospects;

•

the prospects for companies in our industry generally;

•

the number of holders of the notes;

•

prevailing interest rates;

•

the interest of securities dealers in making a market for them;

•

the market for similar securities and the overall securities market; and

•

our ability to complete the offer to exchange the notes.

The trading prices of the notes and the availability, costs and terms and conditions of our debt will be directly affected by our credit rating.

The notes will be, and any of our future debt instruments may be, publicly rated by Moody’s Investors Service, Inc., known as “Moody’s”, Standard & Poor’s Rating Services, know as “S&P,” and other independent

rating agencies. A security rating is not a recommendation to buy, sell or hold securities. These public debt ratings may affect our ability to raise debt. Any future downgrading of the notes, us or our debt by Moody’s, S&P or another rating agency may affect the cost and terms and conditions of our financings and could adversely affect the value and trading price of the notes.

Credit rating agencies continually revise their ratings for companies that they follow, including us. Any ratings downgrade could adversely affect the trading price of the notes or the trading market for the notes to the extent a trading market for the notes develops.

The trading price of the notes may be volatile.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. Any such disruptions could adversely affect the prices at which you may sell your notes. In addition, subsequent to their initial issuance, the notes may trade at a discount from the initial offering price of the notes, depending on the prevailing interest rates, the market for similar notes, our performance and other factors, many of which are beyond our control.

Risks Related to the Exchange Offer

Holders who fail to exchange their old notes will continue to be subject to restrictions on transfer.

If you do not exchange your old notes for exchange notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your old notes described in the legend on the certificates for your old notes. The restrictions on transfer of your old notes arise because we issued the old notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the old notes if they are registered under the Securities Act and applicable state securities laws, or are offered and sold under an exemption from these requirements. We do not plan to register the old notes under the Securities Act or any state securities laws. In addition, if a large number of old notes are exchanged for exchange notes and there is only small amount of old notes outstanding, there may not be an active market in the old notes, which may adversely affect the market price and liquidity of the old notes. For further information regarding the consequences of tendering or not tendering your old notes in the exchange offer, see the discussions below under the captions “The Exchange Offer—Consequences of Exchanging or Failing to Exchange Old Notes” and “Material United States Federal Income Tax Considerations.”

You must comply with the exchange offer procedures in order to receive new, registered exchange notes.

Delivery of exchange notes in exchange for old notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of the following:

•

certificates for old notes or a book-entry confirmation of a book-entry transfer of old notes into the Exchange Agent’s account at DTC, New York, New York as depository, including an agent’s message (as defined herein) if the tendering holder does not deliver a letter of transmittal;

•

a completed and signed letter of transmittal (or facsimile thereof), with any required signature guarantees, or an agent’s message in lieu of the letter of transmittal; and

•

any other documents required by the letter of transmittal.

Therefore, holders of old notes who would like to tender old notes in exchange for exchange notes should be sure to allow enough time for the old notes to be delivered on time. We are not required to notify you of defects or irregularities in tenders of old notes for exchange. Old notes that are not tendered or that are tendered but we do not accept for exchange will, following consummation of the exchange offer, continue to be subject to the existing transfer restrictions under the Securities Act and, upon consummation of the exchange offer, certain

registration and other rights under the registration rights agreement will terminate. See “The Exchange Offer—Procedures for Tendering Old Notes” and “The Exchange Offer—Consequences of Exchanging or Failing to Exchange Old Notes.”

An active trading market for the exchange notes may not develop.

The exchange notes are a new issue of securities for which there is currently no trading market. We do not intend to apply for listing of the exchange notes on any securities exchange or to seek approval for quotation through any automated quotation system. Accordingly, there can be no assurance that an active market will develop upon completion of the exchange offer or, if it develops, that such market will be sustained as to the liquidity of any market. If an active market does not develop or is not maintained, the market price and liquidity of the exchange notes may be adversely affected. In addition, the liquidity of the trading market in the exchange notes, if it develops, and the market price quoted for the exchange notes, may be adversely affected by changes in interest rates in the market for high yield securities and by changes in our financial performance or prospects, or the prospects for companies in our industry.

You may not be able to resell notes you receive in the exchange offer without registering those notes or delivering a prospectus.

Based on interpretations by the staff of the SEC in no-action letters issued to third parties, we believe, with respect to exchange notes issued in the exchange offer, that:

•

holders who are not “affiliates” of ours within the meaning of Rule 405 of the Securities Act;

•

holders who acquire their exchange notes in the ordinary course of business; and

•

holders who do not engage in, intend to engage in, or have arrangements to participate in a distribution (within the meaning of the Securities Act) of the exchange notes do not have to comply with the registration and prospectus delivery requirements of the Securities Act.

Holders described in the preceding sentence must tell us in writing at our request that they meet these criteria. Holders that do not meet these criteria could not rely on interpretations of the staff of the SEC in no-action letters, and would have to register the notes they receive in the exchange offer and deliver a prospectus for them. In addition, holders that are broker-dealers may be deemed “underwriters” within the meaning of the Securities Act in connection with any resale of notes acquired in the exchange offer. Holders that are broker-dealers must acknowledge that they acquired their outstanding notes in market-making activities or other trading activities and must deliver a prospectus when they resell the notes they acquire in the exchange offer in order not to be deemed an underwriter.

USE OF PROCEEDS

RATIO OF EARNINGS TO FIXED CHARGES

We began our corporate existence on May 29, 2007, and until our October 30, 2008, acquisition of China Water & Drinks, Inc., we were a blank check company with no operations. On September 30, 2011, we completed the disposition, through sale and abandonment, of all of our China Water business. Accordingly, the China Water business is reported as discontinued operations for financial reporting purposes for all relevant reporting periods. A presentation of the China Water results, on a discontinued operations basis, has been previously reported in our filings with the SEC, which are incorporated by reference in this prospectus. All reported periods of the calculation of the ratio of earnings to fixed charges exclude discontinued operations.

Year ended December 31,

Quarter
ended
March 31,
2013 ⁽¹⁾

2012 ⁽¹⁾

2011 ⁽¹⁾

2010 ⁽¹⁾

2009 ⁽¹⁾

2008 ⁽²⁾

Ratio of earnings to fixed charges

N/A

⁽¹⁾

The ratio of earnings to fixed charges was less than one to one coverage and accordingly represents a deficit of $56.1 million, $3.9 million, $13.7 million and $3.4 million for the twelve months ended December 31, 2012, 2011, 2010 and 2009, respectively, and $18.3 million for the three months ended March 31, 2013.

⁽²⁾	We had fixed charges of approximately $21,900 for the twelve months ended December 31, 2008, and earnings for that period were approximately $8.6 million. Accordingly, the ratio of earnings to fixed charges is not meaningful for that period.

CAPITALIZATION

The following table sets forth our cash, cash equivalents and capitalization as of March 31, 2013:

You should read the data set forth below in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, incorporated by reference in this prospectus.

The issuance of the exchange notes will not result in any changes in our capitalization.


	As of March 31, 2013
	(in thousands)
Cash and cash equivalents	$	18,176

Debt:
Amended Credit Facility due 2017		146,990
Existing notes (net of unamortized discount relating to the existing notes)		248,769
Old notes (net of unamortized premium relating to the old notes)		150,357
Other vehicle financings payable due through 2015		20,907

Total long-term debt		567,023

Shareholders’ Equity:
Preferred stock, $0.001 par value (1,000,000 shares authorized; no shares issued or outstanding)		—
Common stock, $0.001 par value (500,000,000 shares authorized; 266,170,113 shares issued and 251,861,550 shares outstanding)		265
Additional paid-in capital		1,318,943
Purchased warrants		(6,844	)
Treasury stock		(19,503	)
Accumulated deficit		(456,970	)

Total Equity		835,891

Total Capitalization	$	1,402,914

SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA OF NUVERRA ENVIRONMENTAL SOLUTIONS, INC.

The selected historical financial data is derived from our audited consolidated financial statements as of December 31, 2011 and 2012 and for the years ended December 31, 2010, 2011 and 2012, and our unaudited consolidated financial statements as of and for the three months ended March 31, 2012 and 2013, which are incorporated by reference in this prospectus. The selected historical financial data of as of December 31, 2009 and 2008, and for the years ended December 31, 2009 and 2008, is derived from our audited consolidated financial statements, which are not included or incorporated by reference in this prospectus.

The historical results presented below are not necessarily indicative of results that you can expect for any future period. The 2012 pro forma results include results for TFI for the pre-acquisition period from January 1, 2012 to April 9, 2012 and the results of Power Fuels for the period from January 1, 2012 to November 30, 2012. You should read this table in conjunction with our Unaudited Pro Forma Condensed Combined Statement of Operations data and the related notes included in our Current Report on Form 8-K filed with the SEC on May 23, 2013, our audited consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2012, and our unaudited consolidated financial statements, including the accompanying notes and related “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, which are incorporated by reference herein. See “Where You Can Find Additional Information.”


	YEAR ENDED DECEMBER 31,															Pro Forma			THREE MONTHS ENDED MARCH 31,
	2008 ⁽⁴⁾			2009 ⁽³⁾⁽⁴⁾			2010 ⁽²⁾⁽⁴⁾			2011 ⁽¹⁾⁽⁴⁾			2012			2012			2012			2013
	(dollars in thousands, except per share values)
Statement of Operations Data:
Revenue	$	—		$	3,820		$	15,208		$	156,837		$	351,983		$	732,631		$	54,959		$	159,455
Cost of sales		—			2,100			11,337			123,509			305,656			568,385			(47,973	)		(137,902	)

Gross profit		—			1,720			3,871			33,328			46,327			164,246			6,986			21,553
Operating expenses		1,974			9,194			23,384			38,740			70,644			107,287			8,254			25,400

Loss from operations		(1,974	)		(7,474	)		(19,513	)		(5,412	)		(24,317	)		56,959			(1,268	)		(3,847	)
Interest (expense) income, net		10,940			3,928			2,087			(4,243	)		(26,617	)		(51,897	)		(2,146	)		(13,415	)
Income (loss) from equity investment		—			—			(689	)		(462	)		12			—			—			(42	)
Other income (expense), net		(338	)		149			4,411			6,232			(2,518	)		(8,753	)		(29	)		(993	)

Income (loss) from continuing operations before income taxes		8,628			(3,397	)		(13,704	)		(3,885	)		(56,078	)		(3,691	)		(3,443	)		(18,297	)
Income tax benefit (expense)		(3,372	)		80			3,404			3,777			58,605			37,673			(420	)		5,665

Income (loss) from continuing operations		5,256			(3,317	)		(10,300	)		(108	)		2,527			33,982			(3,863	)		(12,632	)
Loss from discontinued operations		(20,173	)		(392,078	)		(4,393	)		(22,898	)		—			—			—			—

Net income (loss)	$	(14,917	)	$	(395,395	)	$	(14,693	)	$	(23,006	)	$	2,527		$	33,982		$	(3,863	)	$	(12,632	)

Income (loss) per common share attributable to continuing operations
Basic	$	0.07		$	(0.03	)	$	(0.09	)		*		$	0.02		$	0.14		$	(0.03	)	$	(0.05	)
Diluted	$	0.06		$	(0.03	)	$	(0.09	)		*		$	0.02		$	0.13		$	(0.03	)	$	(0.05	)
Income (loss) per common share attributable to discontinued operations
Basic	$	(0.27	)	$	(3.58	)	$	(0.05	)	$	(0.20	)	$	—			—		$	—		$	—
Diluted	$	(0.22	)	$	(3.58	)	$	(0.05	)	$	(0.20	)	$	—			—		$	—		$	—
Weighted average shares outstanding
Basic		74,853,651			109,575,057			108,819,384			114,574,730			149,940,096			235,644,136			125,159,136			238,407,925
Diluted		89,907,431			109,575,057			108,819,384			114,574,730			158,444,042			262,158,747			125,159,136			238,407,925

*	Less than $0.01

⁽¹⁾

2011 results include amounts from the acquisitions of Bear Creek Services, LLC, Devonian Industries, Inc. Sand Hill Foundation, LLC, Excalibur Energy Services, Inc. and Blackhawk, LLC and Consolidated Petroleum, Inc. from their acquisition dates of April 1, 2011, April 4, 2011, April 12, 2011, May 5, 2011 and June 14, 2011, respectively.

⁽²⁾	2010 results include amounts from the acquisition of Complete Vacuum and Rentals, Inc. from November 30, 2010, the date of its acquisition.

⁽³⁾	2009 results include amounts from Heckmann Water Resources Corporation (“HWR”) since July 1, 2009, the date HWR acquired all of the limited liability company interests of Charis Partners, LLC and all of the assets of Greer Exploration Corporation and Silversword Partnerships.

⁽⁴⁾

On September 30, 2011, we completed the disposition, through a sale and abandonment, of the China Water bottled water business. The China Water business has, for all periods presented herein, been reported as discontinued operations for financial reporting purposes. These reclassifications have no effect on our previously reported net income (loss).

Balance Sheet Data

All amounts shown are from continuing operations only.


	AS OF DECEMBER 31,										AS OF MARCH 31, 2013
	2008		2009		2010		2011		2012		AS OF MARCH 31, 2013
	(dollars in thousands)
Cash and cash equivalents	$	270,194	$	123,407	$	80,752	$	80,194	$	16,211	$	18,176
Total current assets		281,359		155,418		186,021		139,671		165,891		175,776
Property, plant and equipment, net		—		32,857		85,696		270,054		604,870		597,528
Goodwill		—		7,257		41,008		90,008		555,091		563,432
Total assets		428,571		308,448		355,671		539,681		1,644,339		1,637,305
Current maturities of long-term debt		—		—		11,221		11,914		4,699		5,050
Current liabilities		755		13,611		30,779		49,329		86,470		97,866
Long-term debt, less current portion		—		—		20,474		132,156		561,427		561,973
Total liabilities		755		20,265		72,680		197,871		796,578		801,414
Total equity of Nuverra Environmental Solutions, Inc.		743,759		310,981		301,621		341,810		847,761		835,891

SELECTED HISTORICAL FINANCIAL DATA OF TFI HOLDINGS, INC.

The selected historical financial data is derived from TFI’s audited consolidated financial statements as of December 31, 2010 and 2011 and for the years ended December 31, 2009, 2010 and 2011, and unaudited consolidated financial statements for the three months ended March 31, 2012 and 2011, which are incorporated by reference into this prospectus.

The historical results presented below are not necessarily indicative of results that you can expect for any future period. You should read this table in conjunction with our Unaudited Pro Forma Condensed Combined Statement of Operations data and the related notes included in our Current Report on Form 8-K filed with the SEC on May 23, 2013, as well as the audited consolidated financial statements of TFI for the three years ended December 31, 2011, and the related notes and TFI’s unaudited consolidated financial statements for the three months ended March 31, 2012 and 2011 and the related notes, which are incorporated by reference herein. See “Where You Can Find Additional Information.”


	YEAR ENDED DECEMBER 31,									QUARTER ENDED MARCH 31, 2012
	2009			2010			2011			QUARTER ENDED MARCH 31, 2012
	(dollars in thousands)
Statement of Operations Data:
Revenue	$	73,192		$	80,778		$	113,798		$	27,479
Cost of sales		52,465			54,645			72,127			19,182

Gross profit		20,727			26,134			41,671			8,297
Operating expenses:
Sales and marketing		1,076			1,976			2,663			795
General and administrative		3,638			4,631			8,125			1,955
Goodwill impairment		11,128			—			—			—
Depreciation and amortization		7,875			7,634			7,907			1,950
Loss (gain) on sale of property, plant and equipment		(8	)		—			—			—
Consulting fees to related parties		441			400			408			100
Management fees		117			117			151			17

Income (loss) from operations		(3,540	)		11,376			22,417			3,480
Other income (expense):
Interest income, net		7			16			24			5
Interest expense		(8,430	)		(7,778	)		(8,715	)		(1,146	)

Income before income taxes		(11,963	)		3,614			13,726			2,239

Income tax (expense) benefit		298			(339	)		(5,390	)		(912	)

Net income (loss)	$	(11,665	)	$	3,275		$	8,336		$	1,427

Balance Sheet Data:
Cash and cash equivalents	$	1,749		$	230		$	2,857		$	—
Property and equipment, net		18,968			18,439			18,842			18,860
Total assets		172,123			166,713			170,431			170,063
Long-term debt ⁽¹⁾		85,314			76,042			71,075			69,047
Total shareholders’ equity		57,916			61,190			69,516			70,943

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF

BADLANDS POWER FUELS, LLC

The selected historical financial data of Power Fuels are derived from Power Fuels’ audited consolidated financial statements as of December 31, 2010 and 2011 and for the years ended December 31, 2009, 2010 and 2011, and from its unaudited financial statements for the nine months ended September 30, 2011, and September 30, 2012, which are incorporated by reference in this prospectus.

The historical results presented below are not necessarily indicative of results that you can expect for any future period. You should read this table in conjunction with our Unaudited Pro Forma Condensed Combined Statement of Operations data and the related notes included in our Current Report on Form 8-K filed with the SEC on May 23, 2013, as well as the audited consolidated financial statements of Power Fuels for the three years ended December 31, 2011, and the related notes, and Power Fuels’ unaudited consolidated financial statements for the nine months ended September 30, 2012 and 2011, and the related notes, which are incorporated by reference herein. See “Where You Can Find Additional Information.”


	FISCAL YEAR ENDED DECEMBER 31,									NINE MONTHS ENDED SEPTEMBER 30, 2012
	2009			2010			2011			NINE MONTHS ENDED SEPTEMBER 30, 2012
	(dollars in thousands)
Statements of Operations Data:
Revenue	$	75,550		$	151,731		$	277,039		$	301,217
Cost of sales ⁽¹⁾		11,205			21,702			33,917			41,602

Gross profit		64,345			130,030			243,122			259,615
Operating expenses ⁽¹⁾		50,231			88,422			154,052			167,069

Income (loss) from operations		14,114			41,607			89,070			92,546
Interest income (expense), net		(2,760	)		(3,428	)		(5,194	)		(6,005	)

Income (loss) before income taxes		11,355			38,180			83,876			86,541
Income tax benefit (expense) ⁽²⁾		—			—			—			—

Net income	$	11,355		$	38,180		$	83,876		$	86,541
Balance Sheet Data:
Cash and cash equivalents							$	5,002		$	2,352
Net property and equipment								266,104			275,727
Total assets								345,219			414,076
Long-term debt								157,121			148,530
Member’s equity								149,338			223,606

(1)	General and Administrative expenses have not been reclassified to Cost of Sales expense to conform to Nuverra’s historical accounting policies.

(2)	Power Fuels is a pass-through entity and is not subject to United States federal entity level income tax.

THE EXCHANGE OFFER

Purpose of the Exchange Offer

On November 5, 2012, our subsidiary Rough Rider issued $150.0 million aggregage principal amount of stage I notes to certain initial purchasers. The initial purchasers subsequently sold the stage I notes to “qualified institutional buyers,” as defined in Rule 144A under the Securities Act, in reliance on Rule 144A, and outside the United States under Regulation S of the Securities Act. On November 30, 2012, contemporaneously with the closing of the Power Fuels merger, the Rough Rider was merged with and into Nuverra (then named Heckmann), and Nuverra assumed all of the obligations of Rough Rider under the stage I notes. Nuverra, as the issuer of the stage I notes, redeemed all of the stage I notes by issuing in exchange therefor the old notes. The exchange of the stage I notes for the old notes was consummated on December 5, 2012, which is referred to as the “mandatory exchange date.” In connection with the issuance of the stage I notes, we entered into a registration rights agreement with the initial purchasers of the stage I notes pursuant to which we agreed, once the exchange of the stage I notes for old notes was completed, to:

•

file an exchange offer registration statement with the SEC on or prior to 180 days after the mandatory exchange date;

•

use all commercially reasonable efforts to have the exchange offer registration statement declared effective by the SEC on or prior to 365 days after mandatory exchange date;

•

unless the exchange offer would not be permitted by applicable law or SEC policy, to:

•

commence the exchange offer; and

•

use all commercially reasonable efforts to issue on or prior to 30 business days, or longer if required by applicable securities laws, after the date on which the exchange offer registration statement is declared effective by the SEC, exchange notes in exchange for all old notes tendered prior thereto in the exchange offer.

Under certain circumstances, we may be obligated under the registration rights agreement to file a shelf registration statement with the SEC. See “—Additional Registration Rights” below.

Upon the effectiveness of the exchange offer registration statement of which this prospectus forms a part, we will offer the exchange notes in exchange for the private notes. A copy of the registration rights agreement has been incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.

Terms of the Exchange Offer; Period for Tendering Old Notes

Subject to terms and conditions detailed in this prospectus, we will accept for exchange old notes which are properly tendered on or prior to the expiration date and not withdrawn as permitted below. As used herein, the term “expiration date” means 5:00 p.m., New York City time, on , 2013. However, if we, in our sole discretion, extend the period of time during which the exchange offer is open, the term “expiration date” shall mean the latest time and date to which the exchange offer is extended.

As of the date of this prospectus, $150.0 million aggregate principal amount of old notes are outstanding. This prospectus, together with the letter of transmittal, is first being sent on or about the date hereof, to all holders of old notes known to us.

We expressly reserve the right, at any time, to extend the period of time during which the exchange offer is open, and delay acceptance for exchange of any old notes, by giving oral or written notice of such extension to the holders thereof as described below. During any such extension, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any old notes not accepted for exchange

for any reason will be returned without expense to the tendering holder promptly after the expiration or termination of the exchange offer.

Old notes tendered in the exchange offer must be in minimum denominations of principal amount of $2,000 and integral multiples of $1,000.

We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old notes, upon the occurrence of any of the conditions of the exchange offer specified under “—Conditions to the Exchange Offer.” In the event of a material change in the exchange offer, including the waiver of a material condition, we will extend the offer period if necessary so that at least five, or, depending on the significance of the change and the manner of disclosure, ten business days remain in the exchange offer following notice of the material change. We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the old notes as promptly as practicable. Such notice, in the case of any extension, will be issued by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

Interest on the Exchange Notes

The exchange notes will bear interest at the same rate and on the same terms as the old notes. Interest on the exchange notes will accrue from the last interest payment date on which interest was paid on the old notes prior to consummation of the exchange offer or, if no interest has been paid on the old notes, from the date of initial issuance of the old notes. We will deem the right to receive any interest accrued but unpaid on the old notes waived by you if we accept your old notes for exchange.

Procedures for Tendering Old Notes

The tender to us of old notes by you as set forth below and our acceptance of the old notes will constitute a binding agreement between us and you upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal. Except as set forth below, to tender old notes for exchange pursuant to the exchange offer, you must transmit a properly completed and duly executed letter of transmittal, including all other documents required by such letter of transmittal or, in the case of a book-entry transfer, an agent’s message in lieu of such letter of transmittal, to The Bank of New York Mellon Trust Company, N.A., as exchange agent, at the address set forth below under “—Exchange Agent” on or prior to the expiration date. In addition:

•

certificates for such old notes must be received by the exchange agent along with the letter of transmittal; or

•

a timely confirmation of a book-entry transfer (a “book-entry confirmation”) of such old notes, if such procedure is available, into the exchange agent’s account at DTC pursuant to the procedure for book-entry transfer must be received by the exchange agent, prior to the expiration date, with the letter of transmittal or an agent’s message in lieu of such letter of transmittal.

The term “agent’s message” means a message, transmitted by DTC to and received by the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant stating that such participant has received and agrees to be bound by the letter of transmittal and that we may enforce such letter of transmittal against such participant.

The method of delivery of old notes, letters of transmittal and all other required documents is at your election and risk. If such delivery is by mail, it is recommended that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. No letter of transmittal or old notes should be sent to us.

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the old notes surrendered for exchange are tendered:

•

by a holder of the old notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

•

for the account of an eligible institution (as defined below).

In the event that signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, such guarantees must be by a firm which is a member of the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange Medallion Signature Program (each such entity being hereinafter referred to as an “eligible institution”). If old notes are registered in the name of a person other than the signer of the letter of transmittal, the old notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as we or the exchange agent determine in our sole discretion, duly executed by the registered holders with the signature thereon guaranteed by an eligible institution.

We or the exchange agent in our sole discretion will make a final and binding determination on all questions as to the validity, form, eligibility (including time of receipt) and acceptance of old notes tendered for exchange. We reserve the absolute right to reject any and all tenders of any particular old note not properly tendered or to not accept any particular old note which acceptance might, in our judgment or our counsel’s, be unlawful. We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any particular old note either before or after the expiration date (including the right to waive the ineligibility of any holder who seeks to tender old notes in the exchange offer). Our or the exchange agent’s interpretation of the terms and conditions of the exchange offer as to any particular old note either before or after the expiration date (including the letter of transmittal and the instructions thereto) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes for exchange must be cured within a reasonable period of time, as we determine. We are not, nor is the exchange agent or any other person, under any duty to notify you of any defect or irregularity with respect to your tender of old notes for exchange, and no one will be liable for failing to provide such notification.

If the letter of transmittal is signed by a person or persons other than the registered holder or holders of old notes, such old notes must be endorsed or accompanied by powers of attorney, in either case signed exactly as the name(s) of the registered holder(s) that appear on the old notes and the signatures must be guaranteed by an eligible institution.

If the letter of transmittal or any old notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing. Unless waived by us or the exchange agent, proper evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.

By tendering old notes, you represent to us that, among other things, the exchange notes acquired pursuant to the exchange offer are being obtained in the ordinary course of business of the person receiving such exchange notes, whether or not such person is the holder, that neither the holder nor such other person has any arrangement or understanding with any person to participate in the distribution of the exchange notes, and that you are not holding old notes that have, or are reasonably likely to have, the status of an unsold allotment in the initial offering of the old notes. If you are our “affiliate,” as defined under Rule 405 under the Securities Act, are engaged in or intend to engage in or have an arrangement or understanding with any person to participate in a distribution of the exchange notes to be acquired pursuant to the exchange offer, you or any such other person:

•

cannot rely on the applicable interpretations of the staff of the SEC; and

•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.” The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Furthermore, any broker-dealer that acquired any of its old notes directly from us:

•

may not rely on the applicable interpretation of the staff of the SEC contained in the Exxon Capital Holdings Corp., SEC no-action letter (Apr. 13, 1988), Morgan, Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1993); and

•

must also be named as a selling security holder in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction.

Acceptance of Old Notes for Exchange; Delivery of Exchange Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the expiration date, all old notes properly tendered and will issue exchanges notes promptly after acceptance of the old notes. See “—Conditions to the Exchange Offer.” For purposes of the exchange offer, we will be deemed to have accepted properly tendered old notes for exchange if and when we give written notice to the exchange agent.

The holder of each old note accepted for exchange will receive an exchange note in the amount equal to the surrendered old note. Holders of exchange notes on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date to which interest has been paid on the old notes. Holders of exchange notes will not receive any payment in respect of accrued interest on old notes otherwise payable on any interest payment date, the record date for which occurs on or after the consummation of the exchange offer.

In all cases, issuance of exchange notes for old notes that are accepted for exchange will be made only after timely receipt by the exchange agent of:

•

a timely book-entry confirmation of such old notes into the exchange agent’s account at DTC;

•

a properly completed and duly executed letter of transmittal or an agent’s message in lieu thereof; and

•

all other required documents.

If any tendered old notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if old notes are tendered for a greater principal amount than the holder desires to exchange, such unaccepted or non-exchanged old notes will be returned to the holder without cost to such holder or, in the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the procedure described above, such unaccepted or non-exchanged old notes will be credited to an account maintained with DTC promptly after the expiration or termination of the exchange offer.

Book-Entry Transfers

For purposes of the exchange offer, the exchange agent will request that an account be established with respect to the old notes at DTC within two business days after the date of this prospectus, unless the exchange agent has already established an account with DTC suitable for the exchange offer. Any financial institution that is a participant in DTC may make book-entry delivery of old notes by causing DTC to transfer such old notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. Although delivery of old notes may be effected through book-entry transfer at DTC, the letter of transmittal or facsimile thereof or an agent’s message in lieu thereof, with any required signature guarantees and any other required documents,

must, in any case, be transmitted to and received by the exchange agent at the address set forth under “—Exchange Agent” on or prior to the expiration date.

Guaranteed Delivery

If you desire to tender old notes, and the old notes are not immediately available, or time will not permit the old notes or other required documents to reach the exchange agent before the expiration date, or the procedure for book-entry transfer described above cannot be completed on a timely basis, a tender may nonetheless be made if:

•

the tender is made through an eligible institution;

•

prior to the expiration date, the exchange agent receives from an eligible institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us, by facsimile transmission, mail or hand delivery:

•

stating the name and address of the holder of the old notes and the amount of old notes tendered;

•

stating that the tender is being made; and

•

guaranteeing that within three New York Stock Exchange trading days after the expiration date, the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and a properly completed and duly executed letter of transmittal, or an agent’s message, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

•

the certificates for all physically tendered private notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and a properly completed and duly executed letter of transmittal, or any agent’s message, and all other documents required by the letter of transmittal, are received by the exchange agent within three New York Stock Exchange trading days after the expiration date.

Withdrawal Rights

You may withdraw your tender of old notes at any time prior to 5:00 p.m., New York City time, on the expiration date. To be effective, a written notice of withdrawal must be received by the exchange agent at one of the addresses set forth under “—Exchange Agent.” This notice must specify:

•

the name of the person having tendered the old notes to be withdrawn;

•

the old notes to be withdrawn (including the principal amount of such old notes); and

•

where certificates for old notes have been transmitted, the name in which such old notes are registered, if different from that of the withdrawing holder.

If certificates for old notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an eligible institution, unless such holder is an eligible institution. If old notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and otherwise comply with the procedures of DTC.

We or the exchange agent will make a final and binding determination on all questions as to the validity, form and eligibility (including time of receipt) of such notices. Any old notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any old notes tendered for exchange but not exchanged for any reason will be returned to the holder without cost to such holder (or, in the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry transfer procedures described above, such old notes will be credited to an account maintained with DTC for the old notes as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer).

Properly withdrawn old notes may be retendered by following one of the procedures described under “—Procedures for Tendering Old Notes” above at any time on or prior to the expiration date.

Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer, we are not required to accept for exchange, or to issue exchange notes in exchange for, any old notes and may terminate or amend the exchange offer, if any of the following events occur prior to the expiration date:

•

the exchange offer violates any applicable law or applicable interpretation of the staff of the SEC; or

•

there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree has been issued by, any court or governmental agency or other governmental regulatory or administrative agency or commission,

•

seeking to restrain or prohibit the making or consummation of the exchange offer or any other transaction contemplated by the exchange offer, or assessing or seeking any damages as a result thereof, or

•

resulting in a material delay in our ability to accept for exchange or exchange some or all of the old notes pursuant to the exchange offer; or

•

any statute, rule, regulation, order or injunction has been sought, proposed, introduced, enacted, promulgated or deemed applicable to the exchange offer or any of the transactions contemplated by the exchange offer by any government or governmental authority, domestic or foreign, or any action has been taken, proposed or threatened, by any government, governmental authority, agency or court, domestic or foreign, that might, directly or indirectly, result in any of the consequences referred to in clauses (1) or (2) above or might result in the holders of exchange notes having obligations with respect to resales and transfers of exchange notes which are greater than those described in the interpretation of the SEC referred to on the cover page of this prospectus, or would otherwise make it inadvisable to proceed with the exchange offer; or

•

there has occurred:

•

any general suspension of or general limitation on prices for, or trading in, our securities on any national securities exchange or in the over-the-counter market;

•

any limitation by a governmental agency or authority which may adversely affect our ability to complete the transactions contemplated by the exchange offer;

•

a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by any governmental agency or authority which adversely affects the extension of credit; or

•

a commencement of a war, armed hostilities or other similar international calamity directly or indirectly involving the United States, or, in the case of any of the foregoing existing at the time of the commencement of the exchange offer, a material acceleration or worsening thereof;

which in any case, and regardless of the circumstances (including any action by us) giving rise to any such condition, makes it inadvisable to proceed with the exchange offer and/or with such acceptance for exchange or with such exchange.

The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any condition or may be waived by us in whole or in part at any time in our sole discretion. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right and each such right will be deemed an ongoing right which may be asserted at any time.

In addition, we will not accept for exchange any old notes tendered, and no exchange notes will be issued in exchange for any such old notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part, or the qualification of the indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

Exchange Agent

We have appointed The Bank of New York Mellon Trust Company, N.A. as the exchange agent for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at the address set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

By Mail, Hand or Overnight Delivery:

The Bank of New York Mellon Trust Company, N.A., as Exchange Agent

c/o The Bank of New York Mellon Corporation

Corporate Trust Operations—Reorganization Unit

111 Sanders Creek Parkway

East Syracuse, New York 13057

Attention: Dacia Brown-Jones

For Information Call:

(315) 414-3349

By Facsimile Transmission

(for Eligible Institutions only):

(732) 667-9408

Confirm by Telephone:

(315) 414-3349

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF SUCH LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF THE LETTER OF TRANSMITTAL.

Fees and Expenses

The principal solicitation is being made by mail by The Bank of New York Mellon Trust Company, N.A., as exchange agent. We will pay the exchange agent customary fees for its services, reimburse the exchange agent for its reasonable out-of-pocket expenses incurred in connection with the provision of these services and pay other registration expenses, including fees and expenses of the trustee under the indenture relating to the exchange notes, filing fees, blue sky fees and printing and distribution expenses. We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer.

Additional solicitation may be made by telephone, facsimile or in person by our and our affiliates’ officers and regular employees and by persons so engaged by the exchange agent.

Accounting Treatment

We will record the exchange notes at the same carrying value as the old notes, as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes. The expenses of the exchange offer will be amortized over the term of the exchange notes.

Transfer Taxes

Holders who tender their old notes for exchange will not be obligated to pay any related transfer taxes, except that holders who instruct us to register exchange notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer taxes.

Consequences of Exchanging or Failing to Exchange Old Notes

If you do not exchange your old notes for exchange notes in the exchange offer, your old notes will continue to be subject to the provisions of the indenture relating to the notes regarding transfer and exchange of the old notes and the restrictions on transfer of the old notes described in the legend on your certificates. These transfer restrictions are required because the old notes were issued under an exemption from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, the old notes may not be offered or sold unless registered under the Securities Act, except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register the old notes under the Securities Act or any state securities laws. Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties, we believe that the exchange notes you receive in the exchange offer may be offered for resale, resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act. However, you will not be able to freely transfer the exchange notes if:

•

you are our “affiliate,” as defined in Rule 405 under the Securities Act;

•

you are not acquiring the exchange notes in the exchange offer in the ordinary course of your business;

•

you have an arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act, of the exchange notes you will receive in the exchange offer;

•

you are holding old notes that have, or are reasonably likely to have, the status of an unsold allotment in the initial offering; or

•

you are a participating broker-dealer.

We do not intend to request the SEC to consider, and the SEC has not considered, the exchange offer in the context of the no-action letters discussed above. As a result, we cannot guarantee that the staff of the SEC would make a similar determination with respect to the exchange offer as in the circumstances described in such no action letters. Each holder, other than a broker-dealer, must acknowledge that it is not engaged in, and does not intend to engage in, a distribution of exchange notes and has no arrangement or understanding to participate in a distribution of exchange notes. If you are our affiliate, are engaged in or intend to engage in a distribution of exchange notes or have any arrangement or understanding with respect to the distribution of exchange notes you will receive in the exchange offer, you may not rely on the applicable interpretations of the staff of the SEC and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction involving exchange notes. If you are a participating broker-dealer, you must acknowledge that you will deliver a prospectus in connection with any resale of the exchange notes. In addition, to comply with state securities laws, you may not offer or sell the exchange notes in any state unless they have been registered or qualified for sale in that state or an exemption from registration or qualification is available and is complied with. The offer and sale of the exchange notes to “qualified institutional buyers” (as defined in Rule 144A of the Securities Act) is generally exempt from registration or qualification under state securities laws. We do not plan to register or qualify the sale of the exchange notes in any state where an exemption from registration or qualification is required and not available.

Additional Registration Rights

If:

(1)

we are not

(a)

required to file the exchange offer registration statement; or

(b)

permitted to consummate the exchange offer because the exchange offer is not permitted by applicable law or SEC policy; or

(2)

any holder of “entitled securities” notifies us prior to the 20th business day following consummation of the exchange offer that:

(a)

it is prohibited by law or SEC policy from participating in the exchange offer;

(b)

it may not resell the exchange notes acquired by it in the exchange offer to the public without delivering a prospectus and the prospectus contained in the exchange offer registration statement is not appropriate or available for such resales; or

(c)

it is a broker-dealer and owns old notes acquired directly from us or one of our affiliates,

we will use all commercially reasonable efforts to file a shelf registration statement with the SEC on or prior to 30 days after such filing obligation arises, to cause the shelf registration statement to be declared effective by the SEC on or prior to 90 days after such obligation arises and to keep such self registration statement effective until the earliest of: (i) the date when all registrable securities shall have been sold pursuant to the shelf registration statement, (ii) the date on which all registrable securities are no longer restricted securities (as defined in Rule 144 under the Securities Act) and (iii) the date which is one year from the mandatory exchange date, such shortest time period referred to as the “effectiveness period.”

For purposes of the foregoing, “entitled securities” means each old note until the earliest to occur of:

(1)

the date on which such old note has been exchanged by a person other than a broker-dealer for an exchange note in the exchange offer;

(2)

following the exchange by a broker-dealer in the exchange offer of an old note for an exchange note, the date on which such exchange note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the exchange offer registration statement;

(3)

the date on which such old note has been effectively registered under the Securities Act and disposed of in accordance with the shelf registration statement; or

(4)

the date on which such old note is actually sold pursuant to Rule 144 under the Securities Act, provided that such old note will not cease to be an entitled security for purposes of the exchange offer.

If:

(1)

we fail to file any of the registration statements required by the registration rights agreement on or before to the date specified for such filing;

(2)

any of such registration statements is not declared effective by the SEC on or prior to the date specified for such effectiveness, which we refer to as the “effectiveness target date;”

(3)

we fail to consummate the exchange offer within 30 business days of the effectiveness target date with respect to the exchange offer registration statement; or

(4)

the shelf registration statement or the exchange offer registration statement is declared effective but thereafter ceases to be effective or usable in connection with resales of entitled securities during the periods specified in the registration rights agreement;

each of which we refer to as a “registration default,” then we will pay special interest to each holder of entitled securities until all registration defaults have been cured.

With respect to the first 90-day period immediately following the occurrence of the first registration default, special interest will be paid in an amount equal to 0.25% per annum of the principal amount of entitled securities outstanding. The amount of the special interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all registration defaults have been cured, up to a maximum amount of special interest for all registration defaults of 1.0% per annum of the principal amount of the entitled securities outstanding.

All accrued special interest will be paid by us on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified.

Following the cure of all registration defaults, the accrual of special interest will cease.

Other Rights

While we have no present plan to acquire any old notes that are not tendered in the exchange offer, we reserve the right in our sole discretion to purchase or make offers for any old notes that remain outstanding after the expiration date. We also reserve the right to terminate the exchange offer, as described under “—Conditions to the Exchange Offer,” and, to the extent permitted by applicable law, purchase old notes in the open market, in privately negotiated transactions or otherwise. The terms of any of those purchases or offers could differ from the terms of the exchange offer.

DESCRIPTION OF EXCHANGE NOTES

We issued the old notes and will issue the exchange notes pursuant to the Indenture, dated April 10, 2012 (the “Indenture”), among Nuverra Environmental Solutions, Inc. (formerly named Heckmann Corporation), the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee. The Indenture is subject to and governed by the Trust Indenture Act. The terms of the notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The following is a summary of the material terms and provisions of the notes and the Indenture. The following summary does not purport to be a complete description of the notes or such agreements and is subject to the detailed provisions of, and qualified in its entirety by reference to, the Indenture. We urge you to read the Indenture because it, and not this description, defines your rights as holders of the exchange notes. You can find definitions of certain terms used in this description under the heading “—Certain Definitions.” For purposes of this summary, “Heckmann” refers only to Nuverra Environmental Solutions, Inc. (formerly named Heckmann Corporation) and not to any of its Subsidiaries.

Brief Description of the Notes and the Note Guarantees

The Notes

The notes:

•

will be general unsecured obligations of Heckmann;

•

will be pari passu in right of payment with all existing and future unsecured senior Indebtedness of Heckmann;

•

will be senior in right of payment to any future subordinated Indebtedness of Heckmann; and

•

will be unconditionally guaranteed by the Guarantors.

However, the notes will be effectively subordinated to all borrowings under the Credit Agreement, which is secured by substantially all of the assets of Heckmann and the Guarantors, and any other Indebtedness secured by assets of Heckmann and the Guarantors. See “Risk Factors—The notes and the guarantees will be effectively subordinated to our and the guarantors’ existing and future secured debt to the extent of the value of the collateral securing such debt.”

The Note Guarantees

The notes will be guaranteed by all of Heckmann’s Domestic Subsidiaries (other than Immaterial Subsidiaries). The notes will also be guaranteed in the future by certain of Heckmann’s Subsidiaries as described under “—Certain Covenants—Additional Note Guarantees.”

Each guarantee of the notes:

•

will be a general unsecured obligation of the Guarantor;

•

will be pari passu in right of payment with all existing and future unsecured senior Indebtedness of that Guarantor; and

•

will be senior in right of payment to any future subordinated Indebtedness of that Guarantor;

However, each Note Guarantee will be effectively subordinated to all borrowings under the Credit Agreement and any other Indebtedness which is secured by the assets of the Guarantors. See “Risk Factors—The notes and the guarantees will be effectively subordinated to our and the guarantors’ existing and future secured debt to the extent of the value of the collateral securing such debt.”

As of the date of the Indenture, all of our Subsidiaries (except China Water & Drinks, Inc.) will be “Restricted Subsidiaries.” Under the circumstances described below under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” we will be permitted to designate certain of our

Subsidiaries as “Unrestricted Subsidiaries.” Our Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the Indenture. Our Unrestricted Subsidiaries will not guarantee the Notes.

Principal, Maturity and Interest

Heckmann is offering to issue up to $150.0 million in aggregate principal amount of exchange notes in exchange for a like principal amount of old notes. Heckmann may issue additional notes under the Indenture from time to time after this offering. Any issuance of additional notes is subject to all of the covenants in the Indenture, including the covenant described below under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” The notes and any additional notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Heckmann will issue notes in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The notes will mature on April 15, 2018.

Interest on the notes will accrue at the rate of 9.875% per annum and will be payable semi-annually in arrears on April 15 and October 15, commencing on April 15, 2013. Interest on overdue principal and interest (including Special Interest, if any) will accrue at a rate that is 1% higher than the then applicable interest rate on the notes. Heckmann will make each interest payment to the holders of record on the immediately preceding April 1 and October 1.

Interest on the notes will accrue from October 15, 2012, or, if interest has already been paid, from the date it was most recently paid. Special Interest may accrue on the notes in certain circumstances described in “The Exchange Offer—Additional Registration Rights.” Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

If an interest payment date falls on a day that is not a business day, the interest payment to be made on such interest payment date will be made on the next succeeding business day with the same force and effect as if made on such interest payment date, and no additional interest will accrue solely as a result of such delayed payment.

Methods of Receiving Payments on the Notes

If a holder of notes has given wire transfer instructions to Heckmann, Heckmann will pay all principal of, premium on, if any, interest and Special Interest, if any, on, that holder’s notes in accordance with those instructions. All other payments on the notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless Heckmann elects to make interest payments by check mailed to the noteholders at their address set forth in the register of holders.

Paying Agent and Registrar for the Notes

The trustee will initially act as paying agent and registrar. Heckmann may change the paying agent or registrar without prior notice to the holders of the notes, and Heckmann or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

A holder may transfer or exchange notes in accordance with the provisions of the Indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. Heckmann will not be required to transfer or exchange any note selected for redemption. Also, Heckmann will not be required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

Note Guarantees

The Notes will be guaranteed by each of Heckmann’s current and future Domestic Subsidiaries (other than Immaterial Subsidiaries). These Note Guarantees will be joint and several obligations of the Guarantors. The obligations of each Guarantor under its Note Guarantee will be limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors—United States Federal, state and foreign fraudulent transfer laws may permit a court to avoid the notes and the guarantees, subordinate claims in respect of the notes and the guarantees and require noteholders to return payments received. If this occurs, noteholders may not receive any payments on the notes.”

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than Heckmann or another Guarantor, unless:

(1)

immediately after giving effect to such transaction, no Default or Event of Default exists; and

(2)

either:

(a)

the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, the Indenture and the registration rights agreement pursuant to a supplemental indenture satisfactory to the trustee; or

(b)

the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture.

The Note Guarantee of a Guarantor will be released:

(1)

in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) Heckmann or a Subsidiary of Heckmann, if the sale or other disposition does not violate the “Asset Sale” provisions of the Indenture;

(2)

in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) Heckmann or a Subsidiary of Heckmann, if the sale or other disposition does not violate the “Asset Sale” provisions of the Indenture and the Guarantor ceases to be a Restricted Subsidiary of Heckmann as a result of the sale or other disposition;

(3)

if Heckmann designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture; or

(4)

upon legal defeasance, covenant defeasance or satisfaction and discharge of the Indenture as provided below under the captions “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge.”

See “—Repurchase at the Option of Holders—Asset Sales.”

Optional Redemption

At any time prior to April 15, 2015, Heckmann may on any one or more occasions redeem up to 35% of the aggregate principal amount of notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 109.875% of the principal amount of the notes redeemed, plus accrued and unpaid interest and Special Interest, if any, to the date of redemption (subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of an Equity Offering by Heckmann; provided that:

(1)

an aggregate principal amount of 2018 notes equal to at least 65% of the aggregate principal amount of existing notes originally issued under the Indenture (excluding notes held by Heckmann and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(2)

the redemption occurs within 45 days of the date of the closing of such Equity Offering.

At any time prior to April 15, 2015, Heckmann may on any one or more occasions redeem all or a part of the notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the date of redemption, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date.

Except pursuant to the preceding paragraphs, the notes will not be redeemable at Heckmann’s option prior to April 15, 2015.

On or after April 15, 2015, Heckmann may on any one or more occasions redeem all or a part of the notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Special Interest, if any, on the notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on April 15 of the years indicated below, subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date:


YEAR	PERCENTAGE
2015		104.938	%
2016		102.469	%
2017 and thereafter		100.000	%

Unless Heckmann defaults in the payment of the redemption price, interest will cease to accrue on the notes or portions thereof called for redemption on the applicable redemption date.

Mandatory Redemption

Heckmann is not required to make mandatory redemption or sinking fund payments with respect to the notes.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each holder of notes will have the right to require Heckmann to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s notes pursuant to a Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, Heckmann will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased, plus accrued and unpaid interest and Special Interest, if any, on the notes repurchased to the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date. Within 20 days following any Change of Control, Heckmann will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. Heckmann will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, Heckmann will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such compliance.

On the Change of Control Payment Date, Heckmann will, to the extent lawful:

(1)

accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

(2)

deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and

(3)

deliver or cause to be delivered to the trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being purchased by Heckmann.

The paying agent will promptly mail to each holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any. Heckmann will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The provisions described above that require Heckmann to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the holders of the notes to require that Heckmann repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

Heckmann will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by Heckmann and purchases all notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the Indenture as described above under the caption “—Optional Redemption,” unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of Heckmann and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require Heckmann to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Heckmann and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

Heckmann will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)

Heckmann (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2)

at least 75% of the consideration received in the Asset Sale by Heckmann or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:

(a)

any liabilities, as shown on Heckmann’s most recent consolidated balance sheet, of Heckmann or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation or indemnity agreement that releases Heckmann or such Restricted Subsidiary from or indemnifies against further liability;

(b)

any securities, notes or other obligations received by Heckmann or any such Restricted Subsidiary from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by Heckmann or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion; and

(c)

any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this covenant.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, Heckmann (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds:

(1)

to repay Indebtedness and other Obligations under a Credit Facility that are secured by a Lien and, if the Indebtedness repaid is revolving credit Indebtedness that is permanently repaid, to correspondingly reduce commitments with respect thereto;

(2)

to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of Heckmann;

(3)

to make a capital expenditure; or

(4)

to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business.

Pending the final application of any Net Proceeds, Heckmann (or the applicable Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the Indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this covenant will constitute “ Excess Proceeds .” When the aggregate amount of Excess Proceeds exceeds $25.0 million, within ten days thereof, Heckmann will make an offer (an “ Asset Sale Offer ”) to all holders of notes and all holders of other Indebtedness that is pari passu with the notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets to purchase, prepay or redeem the maximum principal amount of notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Heckmann may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of notes and other pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee (or depositary) will select the notes and the applicable party shall select such other pari passu Indebtedness to be purchased on a pro rata basis (subject to DTC procedures), based on the amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by Heckmann so that only notes in denominations of

$2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

Heckmann will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to a Change of Control Offer or an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control or Asset Sale provisions of the Indenture, Heckmann will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control or Asset Sale provisions of the Indenture by virtue of such compliance.

The agreements governing Heckmann’s other Indebtedness contain, and future agreements may contain, prohibitions of certain events, including events that would constitute a Change of Control or an Asset Sale and including repurchases of or other prepayments in respect of the notes. The exercise by the holders of notes of their right to require Heckmann to repurchase the notes upon a Change of Control or an Asset Sale could cause a default under these other agreements, even if the Change of Control or Asset Sale itself does not, due to the financial effect of such repurchases on Heckmann. In the event a Change of Control or Asset Sale occurs at a time when Heckmann is prohibited from purchasing notes, Heckmann could seek the consent of its senior lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If Heckmann does not obtain a consent or repay those borrowings, Heckmann will remain prohibited from purchasing notes. In that case, Heckmann’s failure to purchase tendered notes would constitute an Event of Default under the Indenture which could, in turn, constitute a default under the other indebtedness. Finally, Heckmann’s ability to pay cash to the holders of notes upon a repurchase may be limited by Heckmann’s then existing financial resources. See “Risk Factors—We may not be able to repurchase the notes upon a change of control or to make an offer to repurchase the notes in connection with an asset sale as required by the indenture.”

Selection and Notice

If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption on a pro rata basis unless otherwise required by law or applicable stock exchange or depositary requirements.

No notes of $2,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional.

If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of notes called for redemption.

Certain Covenants

Restricted Payments

Heckmann will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1)

declare or pay any dividend or make any other payment or distribution on account of Heckmann’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Heckmann or any of its Restricted Subsidiaries)

or to the direct or indirect holders of Heckmann’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of Heckmann and other than dividends or distributions payable to Heckmann or a Restricted Subsidiary of Heckmann);

(2)

purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Heckmann) any Equity Interests of Heckmann or any direct or indirect parent of Heckmann;

(3)

make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of Heckmann or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among Heckmann and any of its Restricted Subsidiaries and excluding the purchase, repurchase or other acquisition of such subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition), except a payment of interest or principal at the Stated Maturity thereof; or

(4)

make any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “ Restricted Payments ”), unless, at the time of and after giving effect to such Restricted Payment:

(a)

no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(b)

Heckmann would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock;” and

(c)

such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Heckmann and its Restricted Subsidiaries since the date of the Indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (10), (11) and (13) of the next succeeding paragraph), is less than the sum, without duplication, of:

(1)

50% of the Consolidated Net Income of Heckmann for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of the Indenture to the end of Heckmann’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(2)

100% of the aggregate net cash proceeds and the Fair Market Value of any marketable securities or other property received by Heckmann since the date of the Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of Heckmann (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock of Heckmann or convertible or exchangeable debt securities of Heckmann, in each case that have been converted into or exchanged for Equity Interests of Heckmann (other than Equity Interests and convertible or exchangeable Disqualified Stock or debt securities sold to a Subsidiary of Heckmann); plus

(3)

to the extent that any Restricted Investment that was made after the date of the Indenture is (a) sold for cash or Cash Equivalents or otherwise cancelled, liquidated or repaid for cash or Cash Equivalents, or (b) made in an entity that subsequently becomes a Restricted Subsidiary of Heckmann, the initial amount of such Restricted Investment (or, if less, the amount of cash or Cash Equivalents received upon repayment or sale); plus

(4)

to the extent that any Unrestricted Subsidiary of Heckmann designated as such after the date of the Indenture is redesignated as a Restricted Subsidiary after the date of the Indenture, the Fair Market Value of Heckmann’s Restricted Investment in such Subsidiary as of the date of such redesignation; plus

(5)

all dividends, interest, repayments of loans or advances, intercompany loan payments or other distributions received in cash or Cash Equivalents by Heckmann or a Restricted Subsidiary of Heckmann after the date of the Indenture from an Unrestricted Subsidiary of Heckmann, to the extent that such dividends, payments or distributions were not otherwise included in the Consolidated Net Income of Heckmann for such period;

The preceding provisions will not prohibit:

(1)

the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of the Indenture;

(2)

the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of Heckmann) of, Equity Interests of Heckmann (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to Heckmann; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will not be considered to be net proceeds of Equity Interests for purposes of clause (c)(2) of the preceding paragraph and will not be considered to be net cash proceeds from an Equity Offering for purposes of the “Optional Redemption” provisions of the Indenture;

(3)

the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of Heckmann to the holders of its Equity Interests on a pro rata basis;

(4)

the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of Heckmann or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;

(5)

so long as no Default or Event of Default has occurred and is continuing, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Heckmann or any Restricted Subsidiary of Heckmann held by any current or former officer, director or employee of Heckmann or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $2.5 million in any twelve-month period; provided further, that Heckmann may carry over and make in subsequent twelve-month periods, in addition to the amounts permitted for such twelve-month period, up to $2.5 million of unutilized capacity under this clause (5) attributable to the immediately preceding twelve-month period;

(6)

the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options;

(7)

so long as no Default or Event of Default has occurred and is continuing, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of Heckmann or any preferred stock of any Restricted Subsidiary of Heckmann issued on or after the date of the Indenture in accordance with the Fixed Charge Coverage Ratio test described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock;”

(8)

so long as no Default or Event of Default has occurred and is continuing, the repurchase by Heckmann or any Restricted Subsidiary of Equity Interests of Heckmann in accordance with any stock repurchase program authorized by the Board of Directors of Heckmann not to exceed $3.0 million in any twelve-month period; provided, that Heckmann may carry over and make in subsequent twelve-month periods, in addition to the amounts permitted for such twelve-month period, up to $3.0 million of unutilized capacity under this clause (8) attributable to the immediately preceding twelve-month period; provided further, that, at the time of any such purchase Heckmann would be able to incur $1.00 of Indebtedness pursuant to the first paragraph of the “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant;

(9)

payments or distributions to shareholders exercising appraisal or discount rights pursuant to applicable law pursuant to or in connection with a merger, consolidation or transfer of all or substantially all of Heckmann’s or its Restricted Subsidiaries’ assets that complies with the provisions of the Indenture;

(10)

in the event of a Change of Control, and if no Default or Event of Default shall have occurred and be continuing, the payment, purchase, redemption, defeasance or other acquisition or retirement of Indebtedness of Heckmann or any Guarantor that is subordinated or junior in right of payment to the notes or the Note Guarantee of such Guarantor, in each case, at a purchase price not greater than 101% of the principal amount of such Indebtedness, plus any accrued and unpaid interest thereon; provided that all notes tendered by holders in connection with a Change of Control Offer have been repurchased, redeemed or acquired for value;

(11)

in the event of an Asset Sale which requires Heckman to make an Asset Sale Offer, and if no Default or Event of Default shall have occurred and be continuing the payment, purchase, redemption, defeasance or other acquisition or retirement of Indebtedness of Heckmann or any Guarantor that is subordinated or junior in right of payment to the notes or the Note Guarantee of such Guarantor, in each case, at a purchase price not greater than 100% of the principal amount of such Indebtedness, plus any accrued and unpaid interest thereon; provided that all notes tendered by holders in connection with an Asset Sale Offer have been repurchased, redeemed or acquired for value;

(12)

the purchase, redemption, acquisition, cancellation or other retirement for a nominal value per right of any rights granted to all the holders of Common Stock of Heckmann pursuant to any shareholders’ rights plan adopted for the purpose of protecting shareholders from unfair takeover practices; provided that any such purchase, redemption, acquisition, cancellation or other retirement of such rights shall not be for the purpose of evading the limitations of this covenant (as determined in good faith by the Board of Directors of Heckmann);

(13)

payments of cash, dividends, distributions, advances or other Restricted Payments by Heckmann or any of its Restricted Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (i) the exercise of options or warrants or (ii) the conversion or exchange of Capital Stock of any such Person; and

(14)

so long as no Default or Event of Default has occurred and is continuing, other Restricted Payments in an aggregate amount not to exceed $25.0 million since the date of the Indenture.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by Heckmann or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this covenant will be determined by the Board of Directors of Heckmann whose resolution with respect thereto will be delivered to the trustee; provided that, in lieu thereof, in the case of assets or securities of $20.0 million or less, such determination may be made by the Chief Financial Officer of Heckmann as set forth in a certificate delivered to the trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $30.0 million.

Incurrence of Indebtedness and Issuance of Preferred Stock

Heckmann will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “ incur ”) any Indebtedness (including Acquired Debt), and Heckmann will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however , that Heckmann may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for Heckmann’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “ Permitted Debt ”):

(1)

the incurrence by Heckmann and any Guarantor of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Heckmann and its Restricted Subsidiaries thereunder) not to exceed the greater of (i) $150.0 million and (ii) the amount of secured Indebtedness that could be incurred such that giving effect to such incurrence the Consolidated Secured Leverage Ratio would be no greater than 2.0 to 1.0; for the most recent four-quarter period for which financial information is available;”

(2)

the incurrence by Heckmann and its Restricted Subsidiaries of the Existing Indebtedness;

(3)

the incurrence by Heckmann and the Guarantors of Indebtedness represented by the notes and the related Note Guarantees to be issued on the date of the Indenture and the exchange notes and the related Note Guarantees to be issued pursuant to the registration rights agreement;

(4)

the incurrence by Heckmann or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings, project financings or purchase money obligations (including without limitation all or any part of the purchase price or cost of transportation assets including trucks, trailers and rail cars, used in the business of Heckmann or any of its Restricted Subsidiaries); and, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of Heckmann or any of its Restricted Subsidiaries, in an aggregate principal amount (or accreted value, as applicable), including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed, at any one time outstanding, the greater of (i) $50.0 million and (ii) 10% of Heckmann’s Total Assets;

(5)

the incurrence by Heckmann or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5) or (16) of this paragraph;

(6)

the incurrence by Heckmann or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Heckmann and any of its Restricted Subsidiaries; provided, however , that:

(a)

if Heckmann or any Guarantor is the obligor on such Indebtedness and the payee is not Heckmann or a Guarantor, such Indebtedness must be unsecured and expressly subordinated to the prior

payment in full in cash of all Obligations then due with respect to the notes, in the case of Heckmann, or the Note Guarantee, in the case of a Guarantor; and

(b)

(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Heckmann or a Restricted Subsidiary of Heckmann and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Heckmann or a Restricted Subsidiary of Heckmann, will be deemed, in each case, to constitute an incurrence of such Indebtedness by Heckmann or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7)

the issuance by any of Heckmann’s Restricted Subsidiaries to Heckmann or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:

(a)

any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than Heckmann or a Restricted Subsidiary of Heckmann; and

(b)

any sale or other transfer of any such preferred stock to a Person that is not either Heckmann or a Restricted Subsidiary of Heckmann,

will

be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);

(8)

the incurrence by Heckmann or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business (including under Credit Facilities);

(9)

the guarantee by Heckmann or any of the Guarantors of Indebtedness of Heckmann or a Restricted Subsidiary of Heckmann to the extent that the guaranteed Indebtedness was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the notes, then the Guarantee must be subordinated or pari passu , as applicable, to the same extent as the Indebtedness guaranteed;

(10)

the incurrence by Heckmann or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance and surety bonds in the ordinary course of business;

(11)

the incurrence by Heckmann or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days;

(12)

Indebtedness of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by Heckmann or another Restricted Subsidiary (other than Indebtedness incurred in contemplation of, or in connection with, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of or was otherwise acquired by Heckmann or another Restricted Subsidiary); provided that Heckmann or such Restricted Subsidiary would have been able to incur such Indebtedness at the time of such acquisition pursuant to the first paragraph of this covenant;

(13)

Indebtedness arising from agreements of Heckmann or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case incurred or assumed in connection with the disposition of any assets or property or Capital Stock of a Restricted Subsidiary, and not exceeding the Fair Market Value of the consideration received by Heckmann or any Restricted Subsidiary in respect thereof;

(14)

the incurrence by Heckmann or any Restricted Subsidiary of Indebtedness represented by letters of credit (or guarantees thereof) entered into in the ordinary course of business to the extent that such letters of credit are (a) fully cash collateralized in an aggregate amount not to exceed $3.0 million or (b) not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth business day following a demand for reimbursement following payment on the letter of credit;

provided that such letters of credit shall not constitute Permitted Debt pursuant to this clause (14) if they are issued in support of Indebtedness;

(15)

any earn-out or similar provision existing at the date of the Indenture or in connection with any Permitted Investment or Asset Sale; and

(16)

the incurrence by Heckmann or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any one time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (16), not to exceed $35.0 million.

Heckmann will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of Heckmann or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the notes and the applicable Note Guarantee on substantially identical terms; provided, however , that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of Heckmann solely by virtue of being unsecured or by virtue of being secured on a junior priority basis.

For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (16) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, Heckmann will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. Indebtedness under Credit Facilities outstanding on the date on which notes are first issued and authenticated under the Indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness. The accrual of interest or preferred stock dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on preferred stock or Disqualified Stock in the form of additional shares of the same class of preferred stock or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of preferred stock or Disqualified Stock for purposes of this covenant; provided , in each such case, that the amount thereof is included in Fixed Charges of Heckmann as accrued. For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be utilized, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that Heckmann or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

The amount of any Indebtedness outstanding as of any date will be:

(1)

the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2)

the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(3)

in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(a)

the Fair Market Value of such assets at the date of determination; and

(b)

the amount of the Indebtedness of the other Person.

Liens

Heckmann will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind securing Indebtedness, or trade payables on any asset now owned or hereafter acquired, except Permitted Liens.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

Heckmann will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1)

pay dividends or make any other distributions on its Capital Stock to Heckmann or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Heckmann or any of its Restricted Subsidiaries;

(2)

make loans or advances to Heckmann or any of its Restricted Subsidiaries; or

(3)

sell, lease or transfer any of its properties or assets to Heckmann or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1)

agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of the Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the Indenture;

(2)

the Indenture, the notes and the related Note Guarantees, and the exchange notes and the related Note Guarantees;

(3)

agreements governing other Indebtedness permitted to be incurred under the provisions of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock” and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that (except with respect to Indebtedness incurred pursuant to clause (16) of the definition of “Permitted Debt”) the restrictions therein are not materially more restrictive, taken as a whole, than those contained in the Indenture, the notes and the Note Guarantees;

(4)

applicable law, rule, regulation or order;

(5)

any instrument governing Indebtedness or Capital Stock of a Person acquired by Heckmann or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred;

(6)

customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;

(7)

purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (4) of the definition of Permitted Debt;

(8)

any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;

(9)

Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(10)

Liens permitted to be incurred under the provisions of the covenant described above under the caption “—Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;

(11)

provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of Heckmann’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and

(12)

restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Merger, Consolidation or Sale of Assets

Heckmann will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Heckmann is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Heckmann and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(1)

either: (a) Heckmann is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Heckmann) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the notes is a corporation organized or existing under any such laws;

(2)

the Person formed by or surviving any such consolidation or merger (if other than Heckmann) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Heckmann under the notes, the Indenture and the registration rights agreement pursuant to agreements reasonably satisfactory to the trustee;

(3)

immediately after such transaction, no Default or Event of Default exists; and

(4)

Heckmann or the Person formed by or surviving any such consolidation or merger (if other than Heckmann), or to which such sale, assignment, transfer, conveyance or other disposition has been made, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (a) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock,” or (b) would have a Fixed Charge Coverage Ratio greater than such ratio for the Company immediately prior to such transaction.

In addition, Heckmann will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

This “Merger, Consolidation or Sale of Assets” covenant will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among Heckmann and one or more Guarantors. In addition, clauses (3) and (4) of the first paragraph of this covenant will not apply to any merger or consolidation of Heckmann (1) with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating Heckmann in another jurisdiction.

Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the properties or assets of a Person.

Transactions with Affiliates

Heckmann will not, and will not permit any of its Restricted Subsidiaries to, make any payment to or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Heckmann (each, an “ Affiliate Transaction ”) involving aggregate payments or consideration in excess of $2.5 million, unless:

(1)

the Affiliate Transaction is on terms that are no less favorable to Heckmann or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Heckmann or such Restricted Subsidiary with an unrelated Person; and

(2)

Heckmann delivers to the trustee:

(a)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors of Heckmann set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant; and

(b)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, a resolution adopted by the Board of Directors of Heckmann set forth in an officer’s certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors and;

(c)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $30.0 million, Heckmann has received an opinion as to the fairness to Heckmann or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1)

any employment agreement, employee benefit plan (including any stock option or stock purchase plan), officer or director indemnification agreement, employee or director compensation or fees or any similar arrangement entered into by Heckmann or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;

(2)

transactions between or among Heckmann and/or its Restricted Subsidiaries;

(3)

transactions with a Person (other than an Unrestricted Subsidiary of Heckmann) that is an Affiliate of Heckmann solely because Heckmann owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(4)

payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of Heckmann or any of its Restricted Subsidiaries;

(5)

any issuance of Equity Interests (other than Disqualified Stock) of Heckmann to Affiliates of Heckmann;

(6)

Restricted Payments that do not violate the provisions of the Indenture described above under the caption “—Restricted Payments;”

(7)

Permitted Investments (excluding Permitted Investments in Affiliates that are not Heckmann or a Restricted Subsidiary);

(8)

any transaction between or among Heckmann and any Restricted Subsidiary, on the one hand, with Unrestricted Subsidiaries of Heckmann, on the other hand, including the provision of legal, administrative, accounting, appraisal or other services on substantially the same terms as provided to or by Heckmann and its Restricted Subsidiaries;

(9)

payment of consolidated taxes by Heckmann or a Restricted Subsidiary on behalf of Unrestricted Subsidiaries;

(10)

loans or advances to employees in the ordinary course of business not to exceed $5.0 million in the aggregate at any one time outstanding; and

(11)

Any transaction which has been determined, in the opinion of an independent accounting, appraisal or investment banking firm of national standing, to be fair, from a financial point of view, to Heckmann or the applicable Restricted Subsidiary.

Business Activities

Heckmann will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to Heckmann and its Restricted Subsidiaries taken as a whole.

Additional Note Guarantees

If Heckmann or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the date of the Indenture then that newly acquired or created Domestic Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel satisfactory to the trustee within ten business days of the date on which it was acquired or created; provided that any Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors of Heckmann may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event will all or substantially all of the businesses currently operated by Heckmann Water Resources (CVR), Inc. or Thermo Fluids Inc. be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Heckmann and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described above under the caption “—Restricted Payments” or under one or more clauses of the definition of Permitted Investments, as determined by Heckmann. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of Heckmann may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

Any designation of a Subsidiary of Heckmann as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “—Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Heckmann as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock,” Heckmann will be in default of such covenant. The Board of Directors of Heckmann may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Heckmann; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Heckmann of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Payments for Consent

Heckmann will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the notes unless such consideration is offered to be paid and is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports

So long as any notes are outstanding, Heckmann will furnish to the holders of the notes and the trustee within the time periods specified in the SEC’s rules and regulations for filing of periodic reports (a) for any period for which Heckmann is required to file periodic reports with the SEC, copies of such reports, and (b) for any period for which Heckmann is not required to file such reports:

(1)

quarterly and annual reports containing substantially all of the information that would be required to be filed with the SEC on Forms 10-Q and 10-K if Heckmann were required to file such reports (including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to annual reports, audited financial statements prepared in accordance with GAAP as in effect from time to time and, with respect to quarterly reports, unaudited quarterly financial statements prepared in accordance with GAAP as in effect from time to time and reviewed pursuant to Statement on Auditing Standards No. 100 (or any successor provision); and

(2)

current reports containing substantially all of the information that would be required to be filed with the SEC on Form 8-K if Heckmann were required to file such reports; provided , however , that no such current report will be required to be furnished if Heckmann determines in its good faith judgment that such information is not material to the holders or notes or the business, assets, operations, financial position or prospects of Heckmann and its Restricted Subsidiaries, taken as a whole.

Notwithstanding the foregoing clause (b), in no event will Heckmann be required by the Indenture to (i) comply with Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, or related Items 307 and 308 of Regulation S-K, Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures) or Regulation G, (ii) include the separate financial information for Guarantors or other entities contemplated by Rule 3-10 and/or 3-16 of Regulation S-X, (iii) provide information in respect of Item 402 of Regulation S-K or (iv) provide exhibits that would be required for such reports.

If Heckmann has designated any of its Subsidiaries as Unrestricted Subsidiaries that, individually or in the aggregate, would constitute a Significant Subsidiary, then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of Heckmann and its Restricted Subsidiaries separate from the financial condition and results of operations of Heckmann’s Unrestricted Subsidiaries.

The availability of the foregoing materials on the SEC’s EDGAR service (or any successor thereto) shall be deemed to satisfy Heckmann’s delivery obligation.

Notwithstanding anything to the contrary in the foregoing, if at any time any such reports are not filed by Heckmann, or are not accepted by the SEC for any reason, for inclusion on the SEC’s EDGAR service (or any successor thereto), Heckmann will post such reports on a website no later than the date Heckmann is required to provide those reports to the trustee and the holders of the notes and maintain such posting for so long as any notes remain outstanding. Access to such reports on such website may be subject to a confidentiality acknowledgment; provided , that no other conditions, including password protection, may be imposed on access to such reports other than a representation by the Person accessing such reports that it is the trustee, a holder of the notes, a beneficial owner of the notes, a bona fide prospective investor, a securities analyst or a market maker.

In addition, for any period in which Heckmann does not conduct an earnings conference call available to its public stockholders, Heckmann will, for so long as any notes remain outstanding, use its commercially reasonable efforts to hold and participate in quarterly conference calls with the holders of the notes, beneficial owners of the notes, bona fide prospective investors, securities analysts and market makers to discuss such financial information no later than ten business days after distribution of such financial information.

Furthermore, Heckmann agrees that, for so long as any notes remain outstanding, if at any time it is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, it will furnish to the holders of notes, beneficial owners of the notes, bona fide prospective investors, securities analysts and market makers, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

Each of the following is an “ Event of Default ”:

(1)

default for 30 days in the payment when due of interest and Special Interest, if any, on the notes;

(2)

default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the notes;

(3)

failure by Heckmann or any of its Restricted Subsidiaries to comply with the provisions described under the captions “—Repurchase at the Option of Holders—Change of Control,” “—Repurchase at the Option of Holders—Asset Sales” or “—Certain Covenants—Merger, Consolidation or Sale of Assets;”

(4)

failure by Heckmann or any of its Restricted Subsidiaries for 60 days after notice to Heckmann by the trustee or by the holders of at least 25% in aggregate principal amount of the notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture;

(5)

default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Heckmann or any of its Restricted Subsidiaries (or the payment of which is guaranteed by Heckmann or any of its Restricted

Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of the Indenture, if that default:

(a)

is caused by a failure to pay principal of, premium on, if any, or interest, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

(b)

results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more;

(6)

failure by Heckmann or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating, to the extent not covered by insurance, in excess of $20.0 million, which judgments are not paid, discharged or stayed, for a period of 60 days;

(7)

except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; and

(8)

certain events of bankruptcy or insolvency described in the Indenture with respect to Heckmann or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to Heckmann, any Restricted Subsidiary of Heckmann that is a Significant Subsidiary or any group of Restricted Subsidiaries of Heckmann that, taken together, would constitute a Significant Subsidiary, all old notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then old notes may declare all the notes to be due and payable immediately.

Subject to certain limitations, holders of a majority in aggregate principal amount of the then old notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from holders of the notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, interest and Special Interest, if any.

Subject to the provisions of the Indenture relating to the duties of the trustee, in case an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any holders of notes unless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, interest or Special Interest, if any, when due, no holder of a note may pursue any remedy with respect to the Indenture or the notes unless:

(1)

such holder has previously given the trustee written notice that an Event of Default is continuing;

(2)

holders of at least 25% in aggregate principal amount of the then old notes make a written request to the trustee to pursue the remedy;

(3)

such holder or holders offer and, if requested, provide to the trustee security or indemnity reasonably satisfactory to the trustee against any loss, liability or expense;

(4)

the trustee does not comply with such request within 60 days after receipt of the request and the offer of security or indemnity; and

(5)

during such 60-day period, holders of a majority in aggregate principal amount of the then old notes do not give the trustee a direction inconsistent with such request.

The holders of a majority in aggregate principal amount of the then old notes by written notice to the trustee may, on behalf of the holders of all of the notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, interest or Special Interest, if any, on, the notes.

Heckmann is required to deliver to the trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, Heckmann is required to deliver to the trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of Heckmann or any Guarantor, as such, will have any liability for any obligations of Heckmann or the Guarantors under the notes, the 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.

Legal Defeasance and Covenant Defeasance

Heckmann may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an officers’ certificate, elect to have all of its obligations discharged with respect to the old notes and all obligations of the Guarantors discharged with respect to their Note Guarantees (“ Legal Defeasance ”) except for:

(1)

the rights of holders of old notes to receive payments in respect of the principal of, premium on, if any, interest or Special Interest, if any, on, such notes when such payments are due from the trust referred to below;

(2)

Heckmann’s obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3)

the rights, powers, trusts, duties and immunities of the trustee under the Indenture, and Heckmann’s and the Guarantors’ obligations in connection therewith; and

(4)

the Legal Defeasance and Covenant Defeasance provisions of the Indenture.

In addition, Heckmann may, at its option and at any time, elect to have the obligations of Heckmann and the Guarantors released with respect to certain covenants (including its obligation to make Change of Control Offers and Asset Sale Offers) that are described in the Indenture (“ Covenant Defeasance ”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, all Events of Default described under “—Events of Default and Remedies” (except those relating to payments on the notes or bankruptcy, receivership, rehabilitation or insolvency events) will no longer constitute an Event of Default with respect to the notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1)

Heckmann must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, premium on, if any, interest and Special Interest, if any, on, the old notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and Heckmann must specify whether the notes are being defeased to such stated date for payment or to a particular redemption date;

(2)

in the case of Legal Defeasance, Heckmann must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) Heckmann has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the old notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3)

in the case of Covenant Defeasance, Heckmann must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the old notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)

no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings);

(5)

such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which Heckmann or any of the Guarantors is a party or by which Heckmann or any of the Guarantors is bound;

(6)

Heckmann must deliver to the trustee an officers’ certificate stating that the deposit was not made by Heckmann with the intent of preferring the holders of notes over the other creditors of Heckmann with the intent of defeating, hindering, delaying or defrauding any creditors of Heckmann or others; and

(7)

Heckmann must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture or the notes or the Note Guarantees may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the then old notes (including, without limitation, additional notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the notes), and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, interest or Special Interest, if any, on, the notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the notes or the Note Guarantees may be waived with the consent of the holders of a majority in aggregate principal amount of the then old notes (including, without limitation, additional notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

Without the consent of each holder of notes affected, an amendment, supplement or waiver may not (with respect to any notes held by a non-consenting holder):

(1)

reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

(2)

reduce the principal of or change the fixed maturity of any note or alter or waive any of the provisions with respect to the redemption of the notes (except those provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders”);

(3)

reduce the rate of or change the time for payment of interest, including default interest, on any note;

(4)

waive a Default or Event of Default in the payment of principal of, premium on, if any, or interest or Special Interest, if any, on, the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the then old notes and a waiver of the payment default that resulted from such acceleration);

(5)

make any note payable in money other than that stated in the notes;

(6)

make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, premium on, if any, interest or Special Interest, if any, on, the notes;

(7)

waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption “—Repurchase at the Option of Holders”);

(8)

release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture; or

(9)

make any change in the preceding amendment and waiver provisions.

Notwithstanding the preceding, without the consent of any holder of notes, Heckmann, the Guarantors and the trustee may amend or supplement the Indenture, the notes or the Note Guarantees:

(1)

to cure any ambiguity, defect or inconsistency;

(2)

to provide for uncertificated notes in addition to or in place of certificated notes;

(3)

to provide for the assumption of Heckmann’s or a Guarantor’s obligations to holders of notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of Heckmann’s or such Guarantor’s assets, as applicable;

(4)

to make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under the Indenture of any holder;

(5)

to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(6)

to conform the text of the Indenture, the notes or the Note Guarantees to any provision of this Description of Exchange Notes to the extent that such provision in this Description of Exchange Notes was intended to be a verbatim recitation of a provision of the Indenture, the notes or the Note Guarantees, which intent may be evidenced by an officers’ certificate to that effect;

(7)

to provide for the issuance of additional notes in accordance with the limitations set forth in the Indenture as of the date of the Indenture; or

(8)

to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the notes.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

(1)

either:

(a)

all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to Heckmann, have been delivered to the trustee for cancellation; or

(b)

all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year or called for redemption within one year pursuant to arrangements satisfactory to the trustee, and Heckmann or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the notes not delivered to the trustee for cancellation for principal of, premium on, if any, interest and Special Interest, if any, on, the notes to the date of maturity or redemption;

(2)

in respect of clause 1(b), no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which Heckmann or any Guarantor is a party or by which Heckmann or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings);

(3)

Heckmann or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture; and

(4)

Heckmann has delivered irrevocable instructions to the trustee under the Indenture to apply the deposited money toward the payment of the notes at maturity or on the redemption date, as the case may be.

In addition, Heckmann must deliver an officers’ certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

If the trustee becomes a creditor of Heckmann or any Guarantor, the Indenture limits the right of the trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if the Indenture has been qualified under the Trust Indenture Act) or resign.

The holders of a majority in aggregate principal amount of the then old notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default has occurred and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. The trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of notes, unless such holder has offered to the trustee indemnity or security satisfactory to it against any loss, liability or expense.

Governing Law

The Indenture provides that it will be governed by, and construed in accordance with, the laws of the State of New York.

Additional Information

Anyone who receives this prospectus may obtain a copy of the Indenture without charge by writing to Nuverra Environmental Solutions, Inc., 14646 N. Kierland Boulevard, Scottsdale, Arizona 85254, Attention: Investor Relations.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all defined terms used therein, as well as any other capitalized terms used herein for which no definition is provided.

“ Acquired Debt ” means, with respect to any specified Person:

(1)

Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

(2)

Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

Acquired Debt shall be deemed to be incurred on the date the acquired Person becomes or merges with or into a Restricted Subsidiary.

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 20% or more of the Voting Stock of a Person (or 10% if such Person has a class of Capital Stock registered pursuant to Section 12(b) or 12(g) of the Exchange Act and is subject to the reporting requirements of Section 13(a) of the Exchange Act) will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“ Applicable Premium ” means, with respect to any note on any redemption date, the greater of:

(1)

1.0% of the principal amount of the note; or

(2)

the excess of:

(a)

the present value at such redemption date of (i) the redemption price of the note at April 15, 2015 (such redemption price being set forth in the table appearing above under the caption “—Optional Redemption”) plus (ii) all required interest payments due on the note through April 15, 2015, (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b)

the principal amount of the note.

“ Asset Sale ” means:

(1)

the sale, lease, conveyance or other disposition of any assets or rights by Heckmann or any of Heckmann’s Restricted Subsidiaries; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of Heckmann and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the caption “—Repurchase at the Option of Holders—Change of Control” and/or the provisions described above under the caption

“—Certain Covenants—Merger, Consolidation or Sale of Assets” and not by the provisions of the Asset Sale covenant; and

(2)

the issuance of Equity Interests by any of Heckmann’s Restricted Subsidiaries or the sale by Heckmann or any of Heckmann’s Restricted Subsidiaries of Equity Interests in any of Heckmann’s Subsidiaries.

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1)

any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $5.0 million;

(2)

a transfer of assets between or among Heckmann and its Restricted Subsidiaries;

(3)

an issuance of Equity Interests by a Restricted Subsidiary of Heckmann to Heckmann or to a Restricted Subsidiary of Heckmann;

(4)

the sale, lease or other transfer of products, services or accounts receivable in the ordinary course of business, the sale, lease or other transfer of trucks and related equipment in the ordinary course of business and any sale or other disposition of used, redundant, damaged, worn-out or obsolete assets in the ordinary course of business (including the abandonment or other disposition of intellectual property that is, in the reasonable judgment of Heckmann, no longer economically practicable to maintain or useful in the conduct of the business of Heckmann and its Restricted Subsidiaries taken as whole);

(5)

licenses and sublicenses by Heckmann or any of its Restricted Subsidiaries of software or intellectual property in the ordinary course of business;

(6)

any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;

(7)

the granting of Liens not prohibited by the covenant described above under the caption “—Liens;”

(8)

the sale or other disposition of cash or Cash Equivalents;

(9)

any release of intangible claims or rights in connection with the loss or settlement of a bona fide lawsuit, dispute or other controversy;

(10)

leases or subleases to third persons not interfering in any material respect with the business of Heckmann or any of its Restricted Subsidiaries; and

(11)

a Restricted Payment that does not violate the covenant described above under the caption “—Certain Covenants—Restricted Payments” or a Permitted Investment.

“ Asset Sale Offer” has the meaning assigned to that term in the Indenture governing the notes.

“ Beneficial Owner ” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“ Board of Directors ” means:

(1)

with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2)

with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3)

with respect to a limited liability company, the managing member or members or any controlling committee of managing members or the Board of Directors appointed by the members or managing members thereof; and

(4)

with respect to any other Person, the board or committee of such Person serving a similar function.

“ Capital Lease Obligation ” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“ Capital Stock ” means:

(1)

in the case of a corporation, corporate stock;

(2)

in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)

in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4)

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person,

but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“ Cash Equivalents” means:

(1)

United States dollars and the lawful currency of any other country where Heckmann owns or operates property or assets;

(2)

securities issued or directly and fully guaranteed or insured by the government of the United States or any member state of the European Union or any agency or instrumentality thereof ( provided that the full faith and credit of the United States or such member state of the European Union, as applicable, is pledged in support of those securities) having maturities of not more than 12 months from the date of acquisition;

(3)

certificates of deposit and time deposit accounts including eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $100.0 million and a Thomson Bank Watch Rating of “B” or better;

(4)

repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5)

commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within 12 months after the date of acquisition; and

(6)

investment or money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

“ Change of Control ” means the occurrence of any of the following:

(1)

the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Heckmann and its Subsidiaries taken as a whole to any Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act));

(2)

the adoption of a plan relating to the liquidation or dissolution of Heckmann;

(3)

the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any Person (including any “person” (as defined above)) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Heckmann, measured by voting power rather than number of shares;

(4)

Heckmann consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, Heckmann, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of Heckmann or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of Heckmann outstanding immediately prior to such transaction constitutes or is converted into or exchanged for a majority of the outstanding shares of the Voting Stock of such surviving or transferee Person (immediately after giving effect to such transaction); or

(5)

the first day on which a majority of the members of the Board of Directors of Heckmann are not Continuing Directors.

“ Change of Control Offer ” has the meaning assigned to that term in the Indenture governing the notes.

“ Change of Control Payment ” has the meaning assigned to that term in the Indenture governing the notes.

“ Change of Control Payment Date ” has the meaning assigned to that term in the Indenture governing the notes.

“ Consolidated EBITDA ” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus , without duplication:

(1)

an amount equal to any extraordinary or non-recurring charges, expenses or losses, including in connection with an Asset Sale, plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such charges, expenses or losses were deducted in computing such Consolidated Net Income; plus

(2)

provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(3)

the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(4)

the Transaction Costs for such period, to the extent that such Transaction Costs were deducted in computing such Consolidated Net Income; plus

(5)

any foreign currency translation losses (including losses related to currency remeasurements of Indebtedness), and losses in connection with any Hedging Obligation to the extent that such losses were taken into account in computing such Consolidated Net Income; plus

(6)

depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash charges and expenses (excluding any such non-cash charge or expense to the extent that it represents an accrual of or reserve for cash charges or expenses in any future period or amortization of a prepaid cash charge or expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period, including (a) charges, provisions or adjustments for stock-based awards, and non-cash compensation expense including non-cash charges arising from stock options, restricted stock or other equity incentive programs, and (b) any impairment charges or asset write-offs or write-downs related to intangible assets (including goodwill), lease terminations, and long-lived assets pursuant to GAAP, to the extent that such depreciation, amortization and other non-cash charges or expenses were deducted in computing such Consolidated Net Income; plus

(7)

legal costs related to shareholder and securities litigation arising from the acquisition of China Water & Drinks Inc., in an aggregate amount not to exceed $2.0 million in any fiscal year; plus

(8)

non-recurring charges and expenses which have been reimbursed in cash by a third party, to the extent such charges and expenses were deducted in computing such Consolidated Net Income; plus

(9)

adjustments of the type included in the presentation of Adjusted EBITDA in the offering circular in respect of the old notes dated April 4, 2012; plus

(10)

costs (including legal costs) associated with moving any Subsidiary to discontinued operations or the disposition thereof, to the extent such charges and expenses were deducted in computing such Consolidated Net Income; minus

(11)

any foreign currency translation gains (including gains related to currency remeasurements of Indebtedness) and gains in connection with any Hedging Obligation of such Person and its Restricted Subsidiaries for such period, to the extent that such gains were taken into account in computing such Consolidated Net Income; minus

(12)

non-cash items increasing such Consolidated Net Income for such period (including reversal of earn-out liabilities that, when incurred or modified, reduced Consolidated Net Income), other than the accrual of revenue in the ordinary course of business; minus

(13)

an amount equal to any extraordinary or non-recurring gains, including in connection with an Asset Sale, to the extent such gains were included in computing such Consolidated Net Income; minus

(14)

non-cash gains associated with any write-up of goodwill pursuant to ASC 350,

in each case, on a consolidated basis and determined in accordance with GAAP.

“ Consolidated Net Income ” means, with respect to any specified Person for any period, the aggregate of the net income (loss) of such Person and its Restricted Subsidiaries for such period, on a consolidated basis (excluding the net income (loss) of any Unrestricted Subsidiary of such Person), determined in accordance with GAAP and without any reduction in respect of preferred stock dividends; provided that:

(1)

all extraordinary gains or losses and all gains or losses) realized in connection with any Asset Sale or the disposition of securities or the early extinguishment of Indebtedness, together with any related provision for taxes on any such gain, will be excluded;

(2)

the net income or loss of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be excluded, and the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person from any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included;

(3)

for purposes of the “Restricted Payments” covenant only, the net income (but not loss) of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that net income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

(4)

the cumulative effect of a change in accounting principles will be excluded;

(5)

non-cash gains and losses attributable to movement in the mark-to-market valuation of Hedging Obligations pursuant to Financial Accounting Standards Board Statement No. 133 will be excluded; and

(6)

goodwill and asset impairment charges pursuant to SFAS 142 and 144 will be excluded.

“ Consolidated Secured Leverage Ratio ” means, as of any date of determination, the ratio of (i) total consolidated secured Indebtedness of Heckmann and its Restricted Subsidiaries as of such date (excluding Indebtedness incurred pursuant to clause (4) of the definition of Permitted Debt), after giving effect to all Incurrences and repayments of Indebtedness on or about such date, to (ii) Consolidated EBITDA of Heckmann for the most recent four consecutive fiscal quarters for which financial statements are available ending prior to such date, with such pro forma and other adjustments as are appropriate and consistent with the pro forma and other adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

“ continuing ” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

“ Continuing Directors ” means, as of any date of determination, any member of the Board of Directors of Heckmann who:

(1)

was a member of such Board of Directors on the date of the Indenture; or

(2)

was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“ Credit Agreement ” means that certain Credit Agreement, dated the date of the Indenture, by and among Heckmann, the Guarantors and Wells Fargo Bank, N.A., as administrative agent and a lender, and the other lenders from time to time party thereto, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities) in whole or in part from time to time.

“ Credit Facilities ” means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case, with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“ Default ” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“ Disqualified Stock ” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Heckmann to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that Heckmann may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “—Certain Covenants—Restricted Payments.” The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the Indenture will be the maximum amount that Heckmann and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“ Domestic Subsidiary ” means any Restricted Subsidiary of Heckmann that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of Heckmann.

“ Equity Interests ” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“ Equity Offering ” means a public sale either (1) of Equity Interests of Heckmann by Heckmann (other than Disqualified Stock and other than to a Subsidiary of Heckmann) or (2) of Equity Interests of a direct or indirect parent entity of Heckmann (other than to Heckmann or a Subsidiary of Heckmann) to the extent that the net proceeds therefrom are contributed to the common equity capital of Heckmann.

“ Existing Indebtedness ” means all Indebtedness of Heckmann and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the date of the Indenture, including earn-out liabilities constituting Indebtedness, until such amounts are repaid.

“ Fair Market Value ” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of Heckmann (unless otherwise provided in the Indenture).

“ Fixed Charge Coverage Ratio ” means with respect to any specified Person for any period, the ratio of the Consolidated EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “ Calculation Date ”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect (in accordance with Regulation S-X under the Securities Act or in respect of Pro Forma Cost Savings) to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1)

acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including all related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, or that are to be made on the Calculation Date, will be given pro forma effect (in accordance with Regulation S-X under the Securities Act or in respect of Pro Forma Cost Savings) as if they had occurred on the first day of the four-quarter reference period;

(2)

the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

(3)

the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(4)

any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

(5)

any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and

(6)

if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months).

“ Fixed Charges ” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1)

the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates, but excluding amortization and write-offs of debt issuance costs; plus

(2)

the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3)

any interest paid or accrued during the period on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4)

all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of Heckmann (other than Disqualified Stock) or to Heckmann or a Restricted Subsidiary of Heckmann.

“ GAAP ” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of the Indenture.

“ Guarantee ” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“ Guarantors ” means any Subsidiary of Heckmann that executes a Note Guarantee in accordance with the provisions of the Indenture, and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of the Indenture.

“ Hedging Obligations ” means, with respect to any specified Person, the obligations of such Person under:

(1)

interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(2)

other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3)

other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

“ Immaterial Subsidiary ” means, as of any date, any Restricted Subsidiary whose total assets, as of that date, are less than $100,000 and whose total revenues for the most recent 12-month period do not exceed $100,000; provided that a Restricted Subsidiary will not be considered to be an Immaterial Subsidiary if it, directly or indirectly, guarantees or otherwise provides direct credit support for any Indebtedness of Heckmann or any other Restricted Subsidiary.

“ Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(1)

in respect of borrowed money;

(2)

evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3)

in respect of banker’s acceptances;

(4)

representing Capital Lease Obligations;

(5)

representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or

(6)

representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. Indebtedness shall be calculated without giving effect to the effects of Statement of Financial Accounting Standards No. 133 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under the Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.

“ Investments ” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Heckmann or any Restricted Subsidiary of Heckmann sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of Heckmann such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of Heckmann, Heckmann will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of Heckmann’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.” The acquisition by Heckmann or any Restricted Subsidiary of Heckmann of a Person that holds an Investment in a third Person will be deemed to be an Investment by Heckmann or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.” Except as otherwise provided in the Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“ Lien ” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Net Proceeds ” means the aggregate cash proceeds and Cash Equivalents received by Heckmann or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, other than Indebtedness under a Credit Facility, secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment, earn-out or indemnification obligations in respect of the sale price of such asset or assets established in accordance with GAAP.

“ Non-Recourse Debt ” means Indebtedness:

(1)

as to which neither Heckmann nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable as a guarantor or otherwise; and

(2)

as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of Heckmann or any of its Restricted Subsidiaries (other than the Equity Interests of an Unrestricted Subsidiary).

“ Note Guarantee” means the Guarantee by each Guarantor of Heckmann’s obligations under the Indenture and the notes, executed pursuant to the provisions of the Indenture.

“ Obligations ” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“ Permitted Business ” means any business that is the same or similar, reasonably related, complementary or incidental to a water and environmental solutions industry or business.

“ Permitted Investments ” means:

(1)

any Investment in Heckmann or in a Restricted Subsidiary of Heckmann;

(2)

any Investment in Cash Equivalents;

(3)

any Investment by Heckmann or any Restricted Subsidiary of Heckmann in a Person, if as a result of such Investment:

(a)

such Person becomes a Restricted Subsidiary of Heckmann, including as a result of the TFI Acquisition; or

(b)

such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Heckmann or a Restricted Subsidiary of Heckmann;

(4)

any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales;”

(5)

any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of Heckmann;

(6)

any Investments received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary course of business of Heckmann or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (B) litigation, arbitration or other disputes;

(7)

Investments represented by Hedging Obligations;

(8)

loans or advances to employees made in the ordinary course of business of Heckmann or any Restricted Subsidiary of Heckmann in an aggregate principal amount not to exceed $2.5 million at any one time outstanding;

(9)

repurchases of the notes;

(10)

any guarantee of Indebtedness permitted to be incurred by the covenant entitled “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” other than a guarantee of Indebtedness of an Affiliate of Heckmann that is not a Restricted Subsidiary of Heckmann;

(11)

any Investment existing on, or made pursuant to binding commitments existing on, the date of the Indenture and any Investment consisting of an extension, modification or renewal of any Investment existing on, or made pursuant to a binding commitment existing on, the date of the Indenture; provided that the amount of any such Investment may be increased (a) as required by the terms of such Investment as in existence on the date of the Indenture or (b) as otherwise permitted under the Indenture;

(12)

Investments acquired after the date of the Indenture as a result of the acquisition by Heckmann or any Restricted Subsidiary of Heckmann of another Person, including by way of a merger, amalgamation or consolidation with or into Heckmann or any of its Restricted Subsidiaries in a transaction that is not prohibited by the covenant described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” after the date of the Indenture to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; and

(13)

other Investments in any Person (other than an Affiliate of Heckmann that is not a Subsidiary of Heckmann) having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (13) that are at the time outstanding not to exceed greater of (x) $25.0 million and (y) 3% of Total Assets.

“ Permitted Liens ” means:

(1)

Liens on assets of Heckmann or any of its Restricted Subsidiaries securing Indebtedness and other Obligations that was permitted by the terms of the Indenture to be incurred pursuant to clause (1) or clause (14)(a) of the definition of Permitted Debt and/or securing Hedging Obligations related thereto and/or securing Obligations with regard to Treasury Management Arrangements;

(2)

Liens in favor of Heckmann or the Guarantors;

(3)

Liens on property of a Person existing at the time such Person becomes a Restricted Subsidiary of Heckmann or is merged with or into or consolidated with Heckmann or any Restricted Subsidiary of Heckmann; provided that such Liens were in existence prior to the contemplation of such Person becoming a Restricted Subsidiary of Heckmann or such merger or consolidation and do not extend to any assets other than those of the Person that becomes a Restricted Subsidiary of Heckmann or is merged with or into or consolidated with Heckmann or any Restricted Subsidiary of Heckmann;

(4)

Liens on property (including Capital Stock) existing at the time of acquisition of the property by Heckmann or any Subsidiary of Heckmann; provided that such Liens were in existence prior to such acquisition and not incurred in contemplation of, such acquisition;

(5)

Liens to secure the performance of statutory obligations, insurance, surety or appeal bonds, workers compensation obligations, performance bonds or other obligations of a like nature incurred in the ordinary course of business (including Liens to secure letters of credit issued to assure payment of such obligations);

(6)

Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” covering only the assets acquired with or financed by such Indebtedness;

(7)

Liens existing on the date of the Indenture;

(8)

Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(9)

Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business;

(10)

survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(11)

Liens created for the benefit of (or to secure) the notes (or the Note Guarantees);

(12)

Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the Indenture; provided, however, that:

(a)

the new Lien is limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and

(b)

the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount, or, if greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

(13)

Liens on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings;

(14)

filing of Uniform Commercial Code financing statements as a precautionary measure in connection with operating leases;

(15)

bankers’ Liens, rights of setoff, Liens arising out of judgments or awards not constituting an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

(16)

Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness;

(17)

Liens on specific items of inventory or other goods (and the proceeds thereof) of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(18)

grants of software and other technology licenses in the ordinary course of business;

(19)

Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(20)

Liens securing Hedging Obligations made in the ordinary course of business and not for speculation; provided that such Hedging Obligations are permitted under the Indenture;

(21)

Liens to secure letters of credit issued pursuant to clause (14)(a) of the definition of Permitted Debt; provided if and to the extent such letters of credit are drawn upon, such drawing is reimbursed no later than the tenth business day following a demand for reimbursement following payment on the letter of credit; and

(22)

Liens incurred in the ordinary course of business of Heckmann or any Restricted Subsidiary of Heckmann with respect to obligations that do not exceed $15.0 million at any one time outstanding.

“ Permitted Refinancing Indebtedness ” means any Indebtedness of Heckmann or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of Heckmann or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1)

the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(2)

such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity that is (a) equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged or (b) more than 90 days after the final maturity date of the notes;

(3)

if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

(4)

such Indebtedness is incurred either by Heckmann or by the Restricted Subsidiary of Heckmann that was the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged and is guaranteed only by Persons who were obligors on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

“ Person ” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“ Pro Forma Cost Savings ” means, with respect to any four-quarter period, the reduction in net costs and expenses that:

(1)

were directly attributable to an acquisition, Investment, disposition, merger, consolidation or discontinued operation or other specified action that occurred during the four-quarter period or after the end of the four-quarter period and on or prior to the Calculation Date and that would properly be reflected in a pro forma income statement prepared in accordance with Regulation S-X under the Securities Act;

(2)

were actually implemented prior to the Calculation Date in connection with or as a result of an acquisition, Investment, disposition, merger, consolidation or discontinued operation or other specified action and that are supportable and quantifiable by the underlying accounting records; or

(3)

relate to an acquisition, Investment, disposition, merger, consolidation or discontinued operation or other specified action and that the Board of Directors of Heckmann reasonably determines are probable based upon specifically identifiable actions to be taken within 12 months of the date of the closing of the acquisition, Investment, disposition, merger, consolidation or discontinued operation or specified action;

provided that the aggregate amount of cost savings added pursuant to clauses (2) and (3) of this definition shall not exceed $10.0 million in any four-quarter period.

“ Restricted Investment ” means an Investment other than a Permitted Investment.

“ Restricted Subsidiary ” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary, and, when used in respect of Heckmann, shall mean a Restricted Subsidiary of Heckmann whether or not so stated.

“ S&P ” means Standard & Poor’s Ratings Group.

“ Significant Subsidiary ” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of the Indenture.

“ Special Interest ” has the meaning assigned to that term pursuant to the registration rights agreement.

“ Stated Maturity ” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of the Indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“ Subsidiary ” means, with respect to any specified Person:

(1)

any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2)

any partnership or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“ TFI Acquisition ” means the acquisition of all of the outstanding Capital Stock of TFI Holdings, Inc. by Heckmann.

“ Total Assets ” means, with respect to any Person, the total consolidated assets of such Person and its Restricted Subsidiaries as shown on (or determined from) the most recent internal balance sheet of such Person.

“ Transaction Costs ” means any legal, accounting, advisory and other costs, fees and expenses incurred by Heckmann or a Restricted Subsidiary in connection with (a) the TFI Acquisition, (b) any other acquisitions or attempted acquisitions, (c) any Credit Facility, including any related amendments, waivers or consents thereto, or

(d) the notes, including any related amendments, waivers or consents, including, in each case, relocation expenses, integration expense and compensation charges (including stay bonuses and severance expenses) incurred in respect thereof.

“ Treasury Management Arrangement ” means any agreement or other arrangement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

“ Treasury Rate ” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to April 15, 2015; provided, however , that if the period from the redemption date to April 15, 2015, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“ Unrestricted Subsidiary ” means China Water & Drinks, Inc. and any other Subsidiary of Heckmann that is designated by the Board of Directors of Heckmann as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, and any Subsidiary of an Unrestricted Subsidiary, but only to the extent that such Subsidiary:

(1)

has no Indebtedness other than Non-Recourse Debt;

(2)

except as permitted by the covenant described above under the caption “—Certain Covenants—Transactions with Affiliates,” is not party to any agreement, contract, arrangement or understanding with Heckmann or any Restricted Subsidiary of Heckmann unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Heckmann or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Heckmann;

(3)

is a Person with respect to which neither Heckmann nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(4)

has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Heckmann or any of its Restricted Subsidiaries.

“ Voting Stock ” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)

the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2)

the then outstanding principal amount of such Indebtedness.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of material United States federal income tax considerations relating to the exchange of old notes for exchange notes in the exchange offer. It does not contain a complete analysis of all the potential tax considerations relating to the exchange. This summary is limited to holders of old notes that hold the old notes as “capital assets” (in general, assets held for investment). Special situations, such as the following, are not addressed:

•

tax consequences to holders that may be subject to special tax treatment, such as tax-exempt entities, dealers in securities or foreign currencies, brokers, certain financial institutions or “financial services entities,” insurance companies, regulated investment companies, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, retirement plans, real estate investment trusts, controlled foreign corporations and shareholders of such corporations, passive foreign investment companies and shareholders of such companies, former citizens or long-term residents of the United States, certain U.S. expatriates or corporations that accumulate earnings to avoid U.S. federal income tax;

•

tax consequences to persons holding notes as part of a hedging, integrated, constructive sale or conversion transaction or a straddle or other risk reduction transaction;

•

tax consequences to holders whose “functional currency” is not the U.S. Dollar;

•

tax consequences to persons who hold notes through a partnership or similar pass-through entity;

•

alternative minimum tax, gift tax or estate tax consequences, if any; or

•

any state, local or foreign tax consequences.

The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended, existing and proposed Treasury regulations promulgated thereunder, and rulings, judicial decisions and administrative interpretations thereunder, as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those discussed below.

Consequences of Tendering Notes

The exchange of an old note for an exchange note pursuant to the exchange offer will not constitute a “significant modification” of the old note for United States federal income tax purposes and, accordingly, the exchange note received will be treated as a continuation of the old note in the hands of such holder. As a result, there will be no United States federal income tax consequences to a holder who exchanges an old note for an exchange note pursuant to the exchange offer and any such holder will have the same adjusted tax basis and holding period in the exchange note as it had in the old note immediately before the exchange. A holder who does not exchange its old notes for exchange notes pursuant to the exchange offer will not recognize any gain or loss, for U.S. federal income tax purposes, upon consummation of the exchange offer.

The preceding discussion is for general information only and is not tax advice. Accordingly, each investor is urged to consult its own tax advisor as to the particular tax consequences to it of exchanging old notes for exchange notes, including the applicability and effect of any United States federal, state, local or foreign tax laws, and of any proposed changes in applicable laws.

PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the completion of this exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until October 15, 2013, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Furthermore, any broker-dealer that acquired any of the old notes directly from us:

•

may not rely on the applicable interpretation of the staff of the SEC’s position contained in Exxon Capital Holdings Corp. , SEC no-action letter (April 13, 1988), Morgan, Stanley & Co. Inc. , SEC no-action letter (June 5, 1991) and Shearman & Sterling , SEC no-action letter (July 2, 1983); and

•

must also be named as a selling noteholder in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction.

For a period of 180 days after the completion of this exchange offer we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the old notes) other than commissions or concessions of any broker-dealers and will indemnify the holders of the old notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

Available Information

Information that we furnish to or file with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to or exhibits included in these reports, are available free of charge on our website at www.nuverra.com soon after such reports are furnished to or filed with the SEC. Our reports, including any exhibits included in such reports, that are filed with or furnished to the SEC are also available on the SEC’s website at www.sec.gov. You may also read and copy any materials filed or furnished by the Company with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549; information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. You may request copies of these documents from the SEC, upon payment of a duplicating fee, by writing to the SEC at its principal office at 100 F Street, NE, Room 1580, Washington, D.C. 20549. Neither the contents of our website nor that maintained by the SEC are incorporated into or otherwise a part of this filing. Further, the Company’s references to the URLs for these websites are intended to be inactive textual references only.

Incorporation by Reference

The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this prospectus, and the information that we file later with the SEC will automatically update and supersede the information contained in this prospectus. We incorporate by reference the following documents we filed with the SEC pursuant to Section 13 of the Exchange Act:

•

our Annual Report on Form 10-K for the year ended December 31, 2012, and Amendment No. 1 to our Annual Report for the year ended December 31, 2012 on Form 10-K/A;

•

our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013;

•

our Current Reports on Form 8-K or Form 8-K/A filed with the SEC on January 4, 2013, February 11, 2013, February 15, 2013, April 1, 2013 (other than Item 7.01 thereof and the related exhibit), May 3, 2013, May 20, 2013, and May 23, 2013;

•

Exhibit 99.2 to our Current Report on Form 8-K filed with the SEC on March 22, 2012;

•

Exhibit 99.2 to our Current Report on Form 8-K/A filed with the SEC on June 20, 2012;

•

Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on December 6, 2012, and

•

our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 5, 2013, in connection with our 2013 Annual Meeting of Stockholders, but only to the extent incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2012.

All documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement of which this prospectus is a part and prior to effectiveness of the registration statement will be deemed to be incorporated by reference into this prospectus. We also incorporate by reference into this prospectus are all documents that we may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the termination or expiration of the exchange offer made hereby. These documents include periodic reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Unless expressly incorporated into this prospectus, information furnished under Items 2.02 and 7.01 on a Current Report on Form 8-K, and the exhibits furnished pursuant thereto, shall not be incorporated by reference into this prospectus. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this prospectus, except as so modified or superseded.

These documents may be obtained as explained above under “—Available Information,” or you may request a free copy of any or all of these documents, including exhibits that are specifically incorporated by reference into these documents, by writing to or calling us at the following address or telephone number or via the Internet at:

Nuverra Environmental Solutions, Inc.

14646 N. Kierland Boulevard, Suite 260

Scottsdale, Arizona 85254

Attn: Investor Relations

Telephone no.: (602) 903-7802

Website: www.nuverra.com

You should rely only on the information in this prospectus, any applicable prospectus supplement, any related free writing prospectus and the documents that are incorporated by reference. We have not authorized anyone else to provide you with different information. We are not offering these securities in any state where the offer is prohibited by law. You should not assume that the information in this prospectus, any applicable prospectus supplement, any related free writing prospectus or any incorporated document is accurate as of any date other than the date of the document.

LEGAL MATTERS

Certain legal matters in connection with this exchange offer will be passed upon by Reed Smith LLP, New York, New York. Certain matters of Texas law will be passed upon for us by Thompson & Knight LLP, Dallas, Texas. Certain matters of Ohio law will be passed upon for us by Bricker & Eckler LLP, Columbus, Ohio. Certain matters of North Dakota law will be passed upon for us by Vogel Law Firm, Fargo, North Dakota.

EXPERTS

The consolidated financial statements of Nuverra Environmental Solutions, Inc. (formerly Heckmann Corporation) and subsidiaries as of December 31, 2011 and 2012, and for each of the years in the two-year period ended December 31, 2012, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2012, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of such firm as experts in accounting and auditing.

The audit report on the effectiveness of internal control over financial reporting as of December 31, 2012, contains an explanatory paragraph that states that the Company acquired 100% of the outstanding shares of TFI on April 10, 2012, and Power Fuels on November 30, 2012, and management excluded TFI and Power Fuels internal control over financial reporting from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012. The Company’s consolidated financial statements included 4% and 12% in total assets (excluding goodwill and intangible assets subject to the acquirer’s internal control over financial reporting from the assets excluded) and 27% and 7% in total revenues associated with TFI and Power Fuels, respectively, as of and for the year December 31, 2012. KPMG LLP’s audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of TFI and Power Fuels.

The consolidated financial statements of Nuverra Environmental Solutions, Inc. (formerly Heckmann Corporation) and subsidiaries for the year ended December 31, 2010, have been audited by GHP Horwath, P.C., independent registered public accounting firm, as stated in their report dated March 14, 2011 (December 7, 2011, as to the effects of the discontinued operations presentation for 2010), and are incorporated by reference herein. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of TFI Holdings, Inc. and subsidiaries as of and for the years ended December 31, 2011, 2010 and 2009, have been incorporated by reference herein in reliance upon the reports of McGladrey LLP, formerly McGladrey & Pullen, LLP, independent auditor, dated March 5, 2012 and April 13, 2010, incorporated by reference herein, and upon on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Badlands Power Fuels, LLC (formerly Badlands Energy, LLC) and subsidiaries as of and for the years ended December 31, 2011 and 2010, have been included herein in reliance upon the report of Hein & Associates LLP, independent registered public accounting firm, dated August 15, 2012, incorporated by reference herein, and upon on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Badlands Power Fuels, LLC (formerly Badlands Energy, LLC) and subsidiaries as of and for the years ended December 31, 2009, have been included herein in reliance upon the report of Brady, Martz & Associates, P.C., independent auditor, dated March 23, 2010, incorporated by reference herein, and upon on the authority of such firm as experts in accounting and auditing.

LOGO

PROSPECTUS

, 2013

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.

Indemnification of Directors and Officers

Nuverra Environmental Solutions, Inc.’s (“Nuverra”) amended and restated certificate of incorporation, as amended, and amended and restated bylaws provide for indemnification of agents including directors, officers and employees to the maximum extent allowed by Delaware law. Nuverra’s amended and restated certificate of incorporation requires indemnification of any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent if the board of directors (or other committee or entity empowered to make such a determination) formally determines that he acted in good faith and in a manner reasonably deemed consistent with, or not opposed to, its best interests. With respect to any criminal action or proceeding, the board of directors (or other committee or entity empowered to make such a determination) must formally determine that he had no reasonable cause to believe his conduct was unlawful. In the case of any action, suit or proceeding by or in the right of Nuverra, no indemnification shall be made if such person is determined to be liable to Nuverra, unless and only to the extent that the court in which such proceeding was brought determines upon application that such person is fairly and reasonably entitled to indemnity. To the extent that a director, officer, employee or agent has prevailed in defense of any such action, suit or proceeding, he shall be indemnified against expenses (including attorneys’ fees and witness expenses) actually and reasonably incurred by him. The indemnification provided by Nuverra’s amended and restated certificate of incorporation is not exclusive of any other rights to which those seeking indemnification may be entitled under any statute, bylaw, agreement, vote of uninvolved stockholders, directors or otherwise.

Nuverra has purchased and maintains insurance covering its directors, officers, employees and agents against any liability asserted against any of them and incurred by any of them, whether or not Nuverra would have the power to indemnify them against such liability under the provisions of Nuverra’s certificate of incorporation and applicable Delaware law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to Nuverra’s directors, officers or controlling persons pursuant to the provisions described above, or otherwise, Nuverra has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 21.

Exhibits and Financial Statement Schedules

See the “Exhibit Index” following the signature pages hereto.

Item 22.

Undertakings

(a)

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC

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pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for purposes of determining any liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(ii)

any free writing prospectus relating to the offering prepared by or on behalf of such registrant or used or referred to by the undersigned registrants;

(iii)

the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of such registrant; and

(iv)

any other communication that is an offer in the offering made by such registrant to the purchaser.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(c)

The undersigned registrant hereby undertakes that:

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d)

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(e)

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

On behalf of the Registrant Named Below and as Sole Member of each of HEK Water Solutions, LLC, a Delaware limited liability company, 1960 Well Services, LLC, an Ohio limited liability company and Badlands Power Fuels, LLC, a Delaware limited liability company

Pursuant to the requirements of the Securities Act of 1933, Nuverra Environmental Solutions, Inc. certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Scottsdale, state of Arizona, on the 23rd day of May, 2013.


NUVERRA ENVIRONMENTAL SOLUTIONS, INC.

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

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Nuverra Environmental Solutions, Inc., a Delaware corporation, do hereby constitute and appoint Mark D. Johnsrud, Jay C. Parkinson and Damian C. Georgino, and each of them, their lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the SEC in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this registration statement, to any and all amendments, both pre-effective and post-effective, and supplements to this registration statement, and to any and all instruments or documents filed as part of or in conjunction with this registration statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Date: May 23, 2013	By:	/s/ Richard J. Heckmann
	Name:	Richard J. Heckmann
	Title:	Executive Chairman

Date: May 23, 2013	By:	/s/ Mark D. Johnsrud
	Name:	Mark D. Johnsrud
	Title:	Vice Chairman and Chief Executive Officer (Principal Executive Officer)

Date: May 23, 2013	By:	/s/ Jay C. Parkinson
	Name:	Jay C. Parkinson
	Title:	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Date: May 23, 2013	By:	/s/ Lou L. Holtz
	Name:	Lou L. Holtz
	Title:	Director

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Date: May 23, 2013	By:	/s/ Dr. Alfred E. Osborne, Jr.
	Name:	Dr. Alfred E. Osborne, Jr.
	Title:	Director

Date: May 23, 2013	By:	/s/ J. Danforth Quayle
	Name:	J. Danforth Quayle
	Title:	Director

Date: May 23, 2013	By:	/s/ Andrew D. Seidel
	Name:	Andrew D. Seidel
	Title:	Director

Date: May 23, 2013	By:	/s/ Edward A. Barkett
	Name:	Edward A. Barkett
	Title:	Director

Date: May 23, 2013	By:	/s/ Kevin L. Spence
	Name:	Kevin L. Spence
	Title:	Director

Date: May 23, 2013	By:	/s/ Robert B. Simonds, Jr
	Name:	Robert B. Simonds, Jr.
	Title:	Director

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SIGNATURES

On behalf of the Co-Registrants Named Below

Pursuant to the requirements of the Securities Act of 1933, as amended, each undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Scottsdale, state of Arizona, on the 23rd day of May, 2013.


HECKMANN WATER RESOURCES CORPORATION HECKMANN WATER RESOURCES (CVR), INC.

By:		/s/ Damian C. Georgino
Name:		Damian C. Georgino
Title:		Vice President, Assistant Secretary and Assistant Treasurer of each of the foregoing co-registrants

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of each of Heckmann Water Resources Corporation, a Texas corporation, and Heckmann Water Resources (CVR), Inc., a Texas corporation, do hereby constitute and appoint Mark D. Johnsrud, Jay C. Parkinson and Damian C. Georgino, and each of them, their lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the SEC in connection with this registration statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this registration statement, to any and all amendments, both pre-effective and post-effective, and supplements to this registration statement, and to any and all instruments or documents filed as part of or in conjunction with this registration statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Date: May 23, 2013	By:	/s/ Charles R. Gordon
	Name:	Charles R. Gordon
	Title:	Chairman, Chief Executive Officer, President and Director of each of the foregoing registrants (Principal Executive Officer)

Date: May 23, 2013	By:	/s/ W. Christopher Chisholm
	Name:	W. Christopher Chisholm
	Title:	Vice President, Assistant Treasurer and Director of each of the foregoing registrants (Principal Financial Officer and Principal Accounting Officer)

Date: May 23, 2013	By:	/s/ Damian C. Georgino
	Name:	Damian C. Georgino
	Title:	Director of each of the foregoing registrants

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SIGNATURES

On behalf of the Co-Registrant Named Below

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Scottsdale, state of Arizona, on the 23rd day of May, 2013.


HECKMANN ENVIRONMENTAL SERVICES, INC.

By:		/s/ Damian C. Georgino
Name:		Damian C. Georgino
Title:		Vice President, Assistant Secretary and Assistant Treasurer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Heckmann Environmental Services, Inc., a Delaware corporation, do hereby constitute and appoint Mark D. Johnsrud, Jay C. Parkinson and Damian C. Georgino, and each of them, their lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended and any rules or regulations or requirements of the SEC in connection with this registration statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this registration statement, to any and all amendments, both pre-effective and post-effective, and supplements to this registration statement, and to any and all instruments or documents filed as part of or in conjunction with this registration statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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SIGNATURES

On behalf of the Co-Registrant Named Below


THERMO FLUIDS INC.

By:		/s/ Damian C. Georgino
Name:		Damian C. Georgino
Title:		Vice President, Secretary and Assistant Treasurer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Thermo Fluids Inc., a Delaware corporation, do hereby constitute and appoint Mark D. Johnsrud, Jay C. Parkinson and Damian C. Georgino, and each of them, their lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the SEC in connection with this registration statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this registration statement, to any and all amendments, both pre-effective and post-effective, and supplements to this registration statement, and to any and all instruments or documents filed as part of or in conjunction with this registration statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Date: May 23, 2013	By:	/s/ Mark D. Johnsrud
	Name:	Mark D. Johnsrud
	Title:	President (Principal Executive Officer)

Date: May 23, 2013	By:	/s/ Jay C. Parkinson
	Name:	Jay C. Parkinson
	Title:	Vice President (Principal Financial Officer and Principal Accounting Officer)

Date: May 23, 2013	By:	/s/ Damian C. Georgino
	Name:	Damian C. Georgino
	Title:	Director

Date: May 23, 2013	By:	/s/ W. Christopher Chisholm
	Name:	W. Christopher Chisholm
	Title:	Director

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SIGNATURES

On behalf of the Co-Registrant Named Below and as Managing Member of Appalachian Water Services, LLC, a Pennsylvania limited liability company


HEK WATER SOLUTIONS, LLC

By:		/s/ Damian C. Georgino
Name:		Damian C. Georgino
Title:		Vice President, Assistant Secretary and Assistant Treasurer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers of HEK Water Solutions, LLC, a Delaware limited liability company, do hereby constitute and appoint Mark D. Johnsrud, Jay C. Parkinson and Damian C. Georgino, and each of them, their lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said company to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the SEC in connection with this registration statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers in the capacities indicated below to this registration statement, to any and all amendments, both pre-effective and post-effective, and supplements to this registration statement, and to any and all instruments or documents filed as part of or in conjunction with this registration statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Date: May 23, 2013	By:	/s/ Charles R. Gordon
	Name:	Charles R. Gordon
	Title:	Chairman, Chief Executive Officer and President (Principal Executive Officer)

Date: May 23, 2013	By:	/s/ W. Christopher Chisholm
	Name:	W. Christopher Chisholm
	Title:	Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial Officer and Principal Accounting Officer)

	NUVERRA ENVIRONMENTAL SOLUTIONS, INC. its Sole Member

Date: May 23, 2013	By:	/s/ Damian C. Georgino
	Name:	Damian C. Georgino
	Title:	Executive Vice President, Corporate Development and Chief Legal Officer

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SIGNATURES

On behalf of the Co-Registrant Named Below


1960 WELL SERVICES, LLC

By:		/s/ Damian C. Georgino
Name:		Damian C. Georgino
Title:		Vice President, Assistant Secretary and Assistant Treasurer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers of 1960 Well Services, LLC, an Ohio limited liability company, do hereby constitute and appoint Mark D. Johnsrud, Jay C. Parkinson and Damian C. Georgino, and each of them, their lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said company to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the SEC in connection with this registration statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers in the capacities indicated below to this registration statement, to any and all amendments, both pre-effective and post-effective, and supplements to this registration statement, and to any and all instruments or documents filed as part of or in conjunction with this registration statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Date: May 23, 2013	By:	/s/ Charles R. Gordon
	Name:	Charles R. Gordon
	Title:	Chairman, Chief Executive Officer and President (Principal Executive Officer)

Date: May 23, 2013	By:	/s/ W. Christopher Chisholm
	Name:	W. Christopher Chisholm
	Title:	Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial Officer and Principal Accounting Officer)

	NUVERRA ENVIRONMENTAL SOLUTIONS, INC. its Sole Member

Date: May 23, 2013	By:	/s/ Damian C. Georgino
	Name:	Damian C. Georgino
	Title:	Executive Vice President, Corporate Development and Chief Legal Officer

II-10

SIGNATURES

On behalf of the Co-Registrant Named Below and as Managing Member of Appalachian Water Services, LLC, a Pennsylvania limited liability company


APPALACHIAN WATER SERVICES, LLC

By:		/s/ Damian C. Georgino
Name:		Damian C. Georgino
Title:		Vice President, Assistant Secretary and Assistant Treasurer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers of Appalachian Water Services, LLC, a Pennsylvania limited liability company, do hereby constitute and appoint Mark D. Johnsrud, Jay C. Parkinson and Damian C. Georgino, and each of them, their lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said company to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the SEC in connection with this registration statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers in the capacities indicated below to this registration statement, to any and all amendments, both pre-effective and post-effective, and supplements to this registration statement, and to any and all instruments or documents filed as part of or in conjunction with this registration statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Date: May 23, 2013	By:	/s/ Charles R. Gordon
	Name:	Charles R. Gordon
	Title:	Chairman, Chief Executive Officer and President (Principal Executive Officer)

Date: May 23, 2013	By:	/s/ W. Christopher Chisholm
	Name:	W. Christopher Chisholm
	Title:	Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial Officer and Principal Accounting Officer)

	HEK WATER SOLUTIONS, LLC its Managing Member

Date: May 23, 2013	By:	/s/ Damian C. Georgino
	Name:	Damian C. Georgino
	Title:	Executive Vice President, Corporate Development and Chief Legal Officer

II-11

SIGNATURES

On behalf of the Co-Registrant Named Below and as Sole Member of each of Badlands Power Fuels, LLC, a North Dakota limited liability company, Badlands Leasing, LLC, a North Dakota limited liability company, and Landtech Enterprises L.L.C., a North Dakota Limited Liability Company


BADLANDS POWER FUELS, LLC

By:		/s/ Damian C. Georgino
Name:		Damian C. Georgino
Title:		Vice President, Assistant Secretary and Assistant Treasurer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers of Badlands Power Fuels, LLC, a Delaware limited liability company, do hereby constitute and appoint Mark D. Johnsrud, Jay C. Parkinson and Damian C. Georgino, and each of them, their lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said company to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the SEC in connection with this registration statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers in the capacities indicated below to this registration statement, to any and all amendments, both pre-effective and post-effective, and supplements to this registration statement, and to any and all instruments or documents filed as part of or in conjunction with this registration statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Date: May 23, 2013	By:	/s/ Mark D. Johnsrud
	Name:	Mark D. Johnsrud
	Title:	Chairman and Chief Executive Officer (Principal Executive Officer)

Date: May 23, 2013	By:	/s/ Jay C. Parkinson
	Name:	Jay C. Parkinson
	Title:	Chief Financial Officer (Principal Financial Officer)

Date: May 23, 2013	By:	/s/ W. Christopher Chisholm
	Name:	W. Christopher Chisholm
	Title:	Vice President, Assistant Secretary and Assistant Treasurer (Principal Accounting Officer)

	NUVERRA ENVIRONMENTAL SOLUTIONS, INC. its Sole Member

Date: May 23, 2013	By:	/s/ Damian C. Georgino
	Name:	Damian C. Georgino
	Title:	Executive Vice President, Corporate Development and Chief Legal Officer

II-12

SIGNATURES

On behalf of the Co-Registrants Named Below

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrants have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Scottsdale, state of Arizona, on the 23rd day of May, 2013.


BADLANDS POWER FUELS, LLC BADLANDS LEASING, LLC LANDTECH ENTERPRISES L.L.C.

By:		/s/ Damian C. Georgino
Name:		Damian C. Georgino
Title:		Vice President, Assistant Secretary and Assistant Treasurer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers of each of Badlands Power Fuels, LLC, Badlands Leasing, LLC and Landtech Enterprises L.L.C., each a North Dakota limited liability company, do hereby constitute and appoint Mark D. Johnsrud, Jay C. Parkinson and Damian C. Georgino, and each of them, their lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said company to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the SEC in connection with this registration statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers in the capacities indicated below to this registration statement, to any and all amendments, both pre-effective and post-effective, and supplements to this registration statement, and to any and all instruments or documents filed as part of or in conjunction with this registration statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Date: May 23, 2013	By:	/s/ Mark D. Johnsrud
	Name:	Mark D. Johnsrud
	Title:	Chairman and Chief Executive Officer (Principal Executive Officer)

Date: May 23, 2013	By:	/s/ Jay C. Parkinson
	Name:	Jay C. Parkinson
	Title:	Chief Financial Officer (Principal Financial Officer)

Date: May 23, 2013	By:	/s/ W. Christopher Chisholm
	Name:	W. Christopher Chisholm
	Title:	Vice President, Assistant Secretary and Assistant Treasurer (Principal Accounting Officer)

	BADLANDS POWER FUELS, LLC its Sole Member

Date: May 23, 2013	By:	/s/ Damian C. Georgino
	Name:	Damian C. Georgino
	Title:	Vice President, Assistant Secretary and Assistant Treasurer

II-13

EXHIBIT INDEX


Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation of Heckmann Corporation (now Nuverra Environmental Solutions, Inc.) (incorporated herein by reference to Exhibit 3.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, filed with the SEC on September 4, 2007).

3.1A		Certificate of Amendment of Amended and Restated Certificate of Incorporation of Heckmann Corporation (now Nuverra Environmental Solutions, Inc.) (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 5, 2008).

3.1B		Second Certificate of Amendment of Amended and Restated Certificate of Incorporation of Heckmann Corporation (now Nuverra Environmental Solutions, Inc.) (incorporated herein by reference to Exhibit 3.1B to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on March 14, 2011).

3.1C*		Third Certificate of Amendment of Amended and Restated Certificate of Incorporation of Heckmann Corporation (now Nuverra Environmental Solutions, Inc.).

3.2		Amended and Restated Bylaws of Heckmann Corporation (now Nuverra Environmental Solutions, Inc.) (incorporated herein by reference to Amendment No. 4 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 26, 2007).

3.3*		Certificate of Organization of Appalachian Water Services, LLC, as amended.

3.4*		Amended and Restated Limited Liability Company Agreement of Appalachian Water Services, LLC.

3.5*		Certificate of Formation and Certificate of Merger of Badlands Power Fuels, LLC (Delaware).

3.6*		Limited Liability Company Agreement of Badlands Power Fuels, LLC (Delaware).

3.7*		Articles of Organization of Badlands Power Fuels, LLC (North Dakota).

3.8*		Operating Agreement of Badlands Power Fuels, LLC (North Dakota).

3.9*		Articles of Organization of Badlands Leasing, LLC.

3.10*		Amended and Restated Limited Liability Company Agreement of Badlands Leasing, LLC.

3.11		Certificate of Formation of Heckmann Water Resources Corporation (incorporated herein by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-4 (No. 333-182400), filed with the SEC on June 28, 2012).

3.12		Bylaws of Heckmann Water Resources Corporation (incorporated herein by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-4 (No. 333-182400), filed with the SEC on June 28, 2012).

3.13		Certificate of Conversion and Certificate of Formation of Heckmann Water Resources (CVR), Inc., as amended (incorporated herein by reference to Exhibit 3.5 to the Company’s Registration Statement on Form S-4 (No. 333-182400), filed with the SEC on June 28, 2012).

3.14		Amended and Restated Bylaws of Heckmann Water Resources (CVR), Inc. (incorporated herein by reference to Exhibit 3.6 to the Company’s Registration Statement on Form S-4 (No. 333-182400), filed with the SEC on June 28, 2012).

3.15		Articles of Organization of 1960 Well Services, LLC (incorporated herein by reference to Exhibit 3.7 to the Company’s Registration Statement on Form S-4 (No. 333-182400), filed with the SEC on June 28, 2012).

3.16		Amended and Restated Operating Agreement of 1960 Well Services, LLC (incorporated herein by reference to Exhibit 3.8 to the Company’s Registration Statement on Form S-4 (No. 333-182400), filed with the SEC on June 28, 2012).

II-14


Exhibit No.		Description

3.17		Certificate of Formation of HEK Water Solutions, LLC (incorporated herein by reference to Exhibit 3.9 to the Company’s Registration Statement on Form S-4 (No. 333-182400), filed with the SEC on June 28, 2012).

3.18		Limited Liability Company Agreement of HEK Water Solutions, LLC (incorporated herein by reference to Exhibit 3.10 to the Company’s Registration Statement on Form S-4 (No. 333-182400), filed with the SEC on June 28, 2012).

3.19		Certificate of Incorporation of Heckmann Environmental Services, Inc., as amended (incorporated herein by reference to Exhibit 3.11 to the Company’s Registration Statement on Form S-4 (No. 333-182400), filed with the SEC on June 28, 2012).

3.20		Bylaws of Heckmann Environmental Services, Inc. (incorporated herein by reference to Exhibit 3.12 to the Company’s Registration Statement on Form S-4 (No. 333-182400), filed June 28, 2012).

3.21*		Articles of Organization of Landtech Enterprises, L.L.C.

3.22*		Operating Agreement of Landtech Enterprises, L.L.C.

3.23		Certificate of Incorporation of Thermo Fluids Inc. (incorporated herein by reference to Exhibit 3.15 to the Company’s Registration Statement on Form S-4 (No. 333-182400), filed with the SEC on June 28, 2012).

3.24		Bylaws of Thermo Fluids Inc. (incorporated herein by reference to Exhibit 3.16 to the Company’s Registration Statement on Form S-4 (No. 333-182400), filed with the SEC on June 28, 2012).

4.1		Indenture, dated as of April 10, 2012, by and among Heckmann Corporation, the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2012).

4.1A		First Supplemental Indenture, dated as of April 10, 2012, by and among the Company, the Guarantors party thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Heckmann Corporation’s Current Report on Form 8-K filed with the SEC on April 12, 2012).

4.1B		Second Supplemental Indenture, dated as of September 19, 2012, by and among the Company, the Guarantors party thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2B to Heckmann Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed with the SEC on November 9, 2012).

4.1C		Third Supplemental Indenture, dated as of November 30, 2012, by and among the Company, the Guarantors party thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2C to Heckmann Corporation’s Current Report on Form 8-K filed with the SEC on December 6, 2012).

4.3		Form of 9.875% Notes due 2018 (included in Exhibit 4.1).

4.4		Registration Rights Agreement, dated as of November 5, 2012, by and among the Company, the Guarantors named therein, and Jefferies & Company, Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC, as Representatives of the various Initial Purchasers named therein (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on November 7, 2012).

II-15


Exhibit No.		Description

4.4A		Joinder Agreement to Registration Rights Agreement executed by Badlands Power Fuels, LLC and its subsidiaries as of November 30, 2012 (incorporated herein by reference to Exhibit 4.3A to the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2012).

5.1*		Opinion of Reed Smith LLP.

5.2*		Opinion of Thompson & Knight LLP.

5.3*		Opinion of Bricker & Eckler LLP.

5.4*		Opinion of Vogel Law Firm.

23.1*		Consent of KPMG LLP.

23.2*		Consent of GHP Horwath, P.C.

23.3*		Consent of McGladrey LLP.

23.4*		Consent of Hein & Associates LLP

23.5*		Consent of Brady, Martz & Associates, P.C.

23.6*		Consent of Reed Smith LLP (included in Exhibit 5.1).

23.7*		Consent of Thompson & Knight LLP (included in Exhibit 5.2).

23.8*		Consent of Bricker & Eckler LLP (included in Exhibit 5.3).

23.9*		Consent of Vogel Law Firm (included in Exhibit 5.4).

24.1*		Powers of Attorney (included as part of the signature pages).

25.1*		Statement of Eligibility of Trustee on Form T-1.

99.1*		Form of Letter of Transmittal.

99.2*		Form of Notice of Guaranteed Delivery.

99.3*		Form of Letter to Clients.

99.4*		Form of Letter to Broker, Dealers, Commercial Banks, Trust Companies and Other Nominees.

*	Filed herewith.

II-16

Exhibit 3.1C

THIRD CERTIFICATE OF AMENDMENT OF AMENDED

AND RESTATED CERTIFICATE OF INCORPORATION OF HECKMANN

CORPORATION

Heckmann Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ Corporation ”), does hereby certify:

FIRST : That prior to the annual meeting of the stockholders held on May 16, 2013, a resolution was duly adopted by the Corporation’s Board of Directors setting forth, approving and adopting a proposed amendment to the Corporation’s Amended and Restated Certificate of Incorporation, declaring such amendment to be advisable and recommending such amendment for approval by the Corporation’s stockholders at the next annual meeting of the stockholders.

The resolutions provides for the amendment of Article FIRST of the Corporation’s Amended and Restated Certificate of Incorporation to read in its entirety as follows:

The name of the Corporation is Nuverra Environmental Solutions, Inc. (the “Corporation”).

SECOND : That on May 16, 2013, in accordance with the resolution of the Corporation’s Board of Directors referenced above herein, the annual meeting of the Corporation’s stockholders was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of such amendment.

THIRD : That such amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH : That resolutions were duly adopted by the Corporation’s Board of Directors ratifying and confirming both the previously adopted resolutions of the Board of Directors and the stockholders’ subsequent approval of the amendment to the Corporation’s Amended and Restated Certificate of Incorporation, as referenced above herein.

IN WITNESS WHEREOF , the Corporation has duly caused this Third Certificate of Amendment of Amended and Restated Certificate of Incorporation to be executed on this 16th day of May, 2013.


HECKMANN CORPORATION

By:		/s/ Damian C. Georgino
Its:		Executive Vice President

Exhibit 3.3

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Certificate of Organization

Domestic Limited Liability Company

(15 Pa.C.S. § 8913)


Name Watson Mundorff Brooks & Sepic, LLP			Document will be returned to the name and address you enter to the left.
Address			Ü
720 Vanderbilt Road
City	State	Zip Code
Connellsville	PA	15425-6218

Fee: $125

In compliance with the requirements of 15 Pa.C.S. § 8913 (relating to certificate of organization), the undersigned desiring to organize a limited liability company, hereby certifies that:


1.		The name of the limited liability company (designator is required, i.e., “company”, “limited” or “limited liability company” or abbreviation) :
Appalachian Water Services, LLC

The (a) address of the limited liability company’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:

(a) Number and Street

City

State

Zip

County

2611 Memorial Boulevard

Connellsville

15425

Fayette

(b) Name of Commercial Registered Office Provider

County

c/o:

The name and address, including street and number, if any, of each organizer is (all organizers must sign on page 2) :

Name

Address

Terrance C. Shallenberger, Jr.

2611 Memorial Boulevard

Connellsville, PA 15425

Certification#: 10650239-1

[SEAL] Date Filed: 05/19/2008


4.	Strike out if inapplicable term ~~A member’s interest in the company is to be evidenced by a certificate of membership interest.~~

5.	Strike out if inapplicable: ~~Management of the company is vested in a manager or managers.~~

6.	The specified effective date, if any is:
		month date year hour, if any

7.	Strike out if inapplicable: ~~The company is a restricted professional company organized to render the following restricted professional service(s):~~





8.	For additional provisions of the certificate, if any, attach an 8 ¹ / ₂ x 11 sheet.

IN TESTIMONY WHEREOF, the organizer(s) has (have) signed this Certificate of Organization this

2nd day of May , 2008 .

/s/ Terrance C. Shallenberger, Jr.

Signature

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Certificate of Amendment-Domestic

(15 Pa.C.S.)

¨ Limited Partnership (§ 8512)

x Limited Liability Company (§ 8951)


Name Watson Mundorff Brooks & Sepic, LLP			Document will be returned to the name and address you enter to the left.

Address 720 Vanderbilt Road			Ü

City	State	Zip Code
Connellsville	PA	15425-6218

Fee: $70

In compliance with the requirements of the applicable provisions (relating to certificate of amendment), the undersigned, desiring to amend its Certificate of Limited Partnership/Organization, hereby certifies that:

The name of the limited partnership/limited liability company is:

Appalachian Water Services, LLC

The date of filing of the original Certificate of Limited Partnership/Organization:

May 5, 2008

Check, and if appropriate complete, one of the following:

The amendment adopted by the limited partnership/limited liability company, set forth in full, is as follows:

A member’s interest in the company is to be evidenced by a certificate of membership interest.

The amendment adopted by the limited partnership/limited liability company is set forth in full in Exhibit A attached hereto and made a part hereof.

Check, and if appropriate complete, one of the following:

The amendment shall be effective upon filing this Certificate of Amendment in the Department of State.

The amendment shall be effective on:

Date

Hour

Certification#: 10650239-1

[SEAL] Date Filed: 10/13/2009

DSCB:15-8512/8951–2


5.		Check if the amendment restates the Certificate of Limited Partnership/Organization:

x		The restated Certificate of Limited Partnership/Organization supersedes the original Certificate of Limited Partnership/Organization and all previous amendments thereto.

IN TESTIMONY WHEREOF, the undersigned limited partnership/limited liability company has caused this Certificate of Amendment to be executed this

8th day of October , 2009 .

Appalachian Water Services, LLC

Name of Limited Partnership/Limited Liability Company

/s/ Terrance C. Shallenberger, Jr.

Signature

Title

Docket Statement (Changes)

DSCB: 15-134B

Page 2

Appalachian Water Services, LLC

Section A.

Other: A member’s interest in the company is to be evidenced by a certificate of membership interest.

Exhibit 3.4

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

APPALACHIAN WATER SERVICES, LLC

September 5, 2012

THE MEMBERSHIP UNITS REFERRED TO IN THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY JURISDICTION. SUCH MEMBERSHIP UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE OR FOREIGN SECURITIES LAWS, PURSUANT TO REGISTRATION THEREUNDER OR EXEMPTION THEREFROM. IN ADDITION, TRANSFER OR OTHER DISPOSITION OF SUCH MEMBERSHIP UNITS IS FURTHER RESTRICTED AS PROVIDED IN THIS AGREEMENT. PURCHASERS OF MEMBERSHIP UNITS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

TABLE OF CONTENTS


		Page

ARTICLE I - DEFINITIONS			1
1.1	Terms Defined Herein		1
1.2	Other Definitional Provisions and Interpretive Matters		9
ARTICLE II - BUSINESS PURPOSES, RELATED AGREEMENTS, DEVELOPMENT, POWERS AND OFFICES			10
2.1	Name; Business Purposes		10
2.2	Powers		10
2.3	Principal Office		11
2.4	Registered Office and Registered Agent		11
2.5	Effective Date		11
2.6	No Liability		11
ARTICLE III - MEMBERSHIP; MEMBERSHIP UNITS			12
3.1	Membership Units Generally		12
3.2	Issuance of Initial and Additional Membership Units		12
3.3	Record of Membership Units		12
3.4	Membership Units Not Acquired for Resale		13
ARTICLE IV - CAPITAL ACCOUNTS			13
4.1	Capital Accounts		13
4.2	Capital Withdrawal Rights, Interest and Priority		14
4.3	Loans		15
ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS			15
5.1	Non-Liquidation Cash Distributions		15
5.2	Liquidation Distributions		15
5.3	Tax Distributions		16
5.4	Allocation of Net Profits, Net Losses and Credits		16
5.5	Regulatory Allocations		17
5.6	Tax Allocations		18
5.7	Withholding		18
5.8	Tax Matters Partner		19
5.9	Tax Elections		19
5.10	Tax Returns		19
5.11	No Priority		19
5.12	Reserves		19
5.13	Tax Treatment and Basis of the Assets Contributed		19
ARTICLE VI - MANAGEMENT			20
6.1	Management by Managing Member		20
6.2	Actions by Members		22
6.3	Record Dates		24
6.4	No Appraisal or Dissenters’ Rights		24
6.5	Execution of Documents Filed with Secretary of the Commonwealth of Pennsylvania		24
6.6	Limitation of Liability; Indemnification		24
6.7	Related Party Contracts or Transactions		28
6.8	Other Business Ventures and Confidential Information		28


ARTICLE VII - REPRESENTATIONS, WARRANTIES AND COVENANTS		30
7.1	Covenants, Representations and Warranties of All Members	30
ARTICLE VIII ACCOUNTING AND BANK ACCOUNTS		31
8.1	Fiscal Year	31
8.2	Books and Records	31
8.3	Information	31
8.4	Partnership Status for Income Tax Purposes	32
8.5	Bank Accounts	32
ARTICLE IX - TRANSFERS OF MEMBERSHIP UNITS AND EVENTS OF WITHDRAWAL		32
9.1	General Restrictions	32
9.2	Permitted Transfers	32
9.3	Additional Members and Membership Units	33
9.4	Redemption of Membership Units	33
9.5	Determination of Agreed Value	33
9.6	Events of Withdrawal	34
9.7	Purchase Upon Event of Withdrawal	35
9.8	Buy-Sell on Deadlock	36
9.9	Right of First Offer	36
9.10	Tag-Along Rights	37
9.11	Drag-Along Rights	37
ARTICLE X PUT AND CALL OPTION		38
10.1	Put Option	38
10.2	Call Option	38
10.3	Exercise of Put Option and Call Option	38
10.4	Closing	39
10.5	Further Actions by the Members	39
10.6	Accelerated Put And Call Option	39
ARTICLE XI DISSOLUTION AND TERMINATION		40
11.1	Events Causing Dissolution	40
11.2	Effect of Dissolution	40
11.3	Application of Proceeds	40
ARTICLE XII - MISCELLANEOUS		40
12.1	Title to the Property	40
12.2	Nature of Membership Units in the Company	40
12.3	Expenses	40
12.4	Notices	40
12.5	Waiver of Default	41
12.6	No Third Party Rights	41
12.7	Entire Agreement	41
12.8	Amendments to the Certificate or this Agreement	41
12.9	Severability	42
12.10	Binding Agreement	42
12.11	Headings	42
12.12	Counterparts	42
12.13	Arbitration and Choice of Law	42
12.14	Remedies	43
12.15	Conflicts and Tax Consequences	43

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

APPALACHIAN WATER SERVICES, LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “ Agreement ”), is made and entered into effective as of the 5 ^th day of September, 2012, by and among the Members of Appalachian Water Services, LLC, a Pennsylvania limited liability company (the “ Company ”).

RECITAL:

WHEREAS , Shallenberger Enterprises, Inc., a Pennsylvania corporation (“ Enterprises ”), was prior to the date hereof, the sole member of the Company;

WHEREAS , prior to the date hereof, Enterprises, and its owner and affiliates, Terrance C. Shallenberger, Jr. (“ T. Shallenberger ”) and Shallenberger Construction, Inc., a Pennsylvania corporation (“ Construction ”), entered into an Asset Contribution Agreement whereby T. Shallenberger, Construction and Enterprises contributed all of their assets related to or used in the operation of a waste water treatment plant commonly known as the “Ronco Treatment Facility” located in Fayette County, Pennsylvania (and more particularly described in Exhibit A attached hereto) (the “ Plant ”), which contribution was made in advance of, and in order to induce additional investment in the Company, which, as of the date hereof shall own and operate the Plant;

WHEREAS , in order to develop sufficient resources to meet the financial, strategic and operational plans of the Plant, Enterprises has sought to admit HEK Water Solutions, LLC, a Delaware limited liability company (“ HEK ”), as a member of the Company, and HEK shall provide certain contributions to the operation of the Company as further described herein; and

WHEREAS , the Members hereby adopt this Agreement as the limited liability company agreement, or operating agreement, of the Company in accordance with the Act.

AGREEMENT:

In consideration of the premises and the mutual agreements contained herein, the parties hereto agree as follows:

ARTICLE I - DEFINITIONS

1.1 Terms Defined Herein . As used herein, the following terms shall have the following meanings, unless the context otherwise specifies:

“ AAA ” has the meaning set forth in Section 12.13 hereof.

“ Act ” means the Pennsylvania Limited Liability Company Act, as amended or revised from time to time.

“ Accounting Report ” shall have the meaning set forth in Section 10.3 hereof.

“ Additional Capital Contribution ” has the meaning set forth in Section 4.1(g) hereof.

“ Adjusted Capital Account Deficit ” means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, or portion thereof, after giving effect to the following adjustments:

(i) Credit to such Capital Account for any amounts which such Member is deemed to be obligated to restore pursuant to the penultimate sentences in Treasury Regulations §1.704-2(g)(1) and §1.704-2(i)(5); and

(ii) Debit to such Capital Account for the items described in Treasury Regulations §1.704 1(b)(2)(ii)(d)(4), §1.704-1(b)(2)(ii)(d)(5) and §1.704-1(b)(2)(ii)(d)(6).

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulations §1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“ Additional Facility ” means the addition to the Plant to be constructed by the Company for the treatment and remediation of drilling mud and waste water produced from hydraulic fracturing.

“ Affiliate ” of a specified Person (the “ Specified Person ”) means any Person (i) who directly or indirectly Controls, is under the Control of, or is under common Control with the Specified Person; (ii) who directly or indirectly owns or Controls ten percent (10%) or more of the Specified Person’s outstanding voting securities or percentage interests; (iii) in whom such Specified Person directly or indirectly owns or Controls ten percent (10%) or more of the outstanding voting securities or percentage interests; (iv) who is an officer, director, partner, manager, or trustee of the Specified Person or (v) in whom the Specified Person, or any Person who directly or indirectly owns or Controls ten percent (10%) or more of the Specified Person’s outstanding voting securities or percentage interests, is an officer, director, partner, manager, or trustee.

“ Agreed Value ” of a Member’s Membership Units for purposes of ARTICLE IX hereof shall be, as of an applicable valuation date, a sum equal to the fair value of the Company multiplied by the Percentage Interest represented by such Membership Units, as determined in accordance with Section 9.5 hereof.

“ Agreement ” has the meaning set forth in the preamble hereto.

“ Answering Party ” has the meaning set forth in Section 12.13 hereof.

“ Arbitration Ruling ” has the meaning set forth in Section 12.13 hereof.

“ Available Cash ” means, as of any date, the aggregate amount of cash on hand or in bank, money market or similar accounts of the Company as of the end of each fiscal quarter or other applicable period derived from any source (other than Capital Contributions, loans and Liquidation Proceeds), less the costs attributable to capital expenditures for the Additional Facility, that the Managing Member determines, on a commercially reasonable basis, is available for Distribution to the Members after taking into account total current operating expenses and Reserves.

“ Bankruptcy ” of a Member shall mean (i) the entry of an order for relief with respect to that Member in a proceeding under the United States Bankruptcy Code, as amended from time to time, or the insolvency of such Person under any state insolvency act, or (ii) the Member’s initiation, whether by filing a petition, beginning a proceeding or in answer to a proceeding commenced by another Person, of any action for liquidation, dissolution, receivership or other similar relief, or the Member’s application for, or consent to the appointment of, a trustee, receiver or custodian for its assets. For purposes of this

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definition, a Member’s consent shall be deemed to have been given if an order appointing a trustee, receiver or custodian is entered by a court of competent jurisdiction and is not dismissed within ninety (90) days after its entry.

“ Book Value ” means with respect to any asset, the asset’s adjusted basis for U.S. federal income tax purposes, except as follows:

(i) The initial Book Value of any asset contributed (or deemed contributed) to the Company shall be the gross fair market value of such asset at the time of such contribution, provided , however , that the parties hereby acknowledge and agree that the Book Values for the Initial Capital Contributions (A) made by HEK shall be Nine Million Dollars ($9,000,000) plus any allocable liabilities existing as of the date hereof (increased to Ten Million Five Hundred Thousand Dollars ($10,500,000), provided that certain earnout thresholds during an earnout period as reflected in Section 2.4 of the Membership Interest Purchase Agreement are met); and (B) made by Enterprises shall be Eight Million Six Hundred and Forty Seven Thousand Fifty Eight Dollars and Eighty Two Cents ($8,647,058.82) plus any allocable liabilities existing as of the date hereof (increased to Ten Million Eighty Eight Thousand Two Hundred and Thirty Five Dollars and Twenty Nine Cents ($10,088,235.29), provided that certain earnout thresholds during an earnout period as reflected in Section 2.4 of the Membership Interest Purchase Agreement are met);

(ii) The Book Values of all of the Company’s assets shall be adjusted to equal their respective gross fair market values (taking Code §7701(g) into account), as of the following times: (A) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (B) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an interest in the Company; (C) the liquidation of the Company within the meaning of Treasury Regulation §1.704-1(b)(2)(ii)(g); (D) the grant of an interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in a partner capacity, or by a new Member acting in a partner capacity or in anticipation of becoming a Member; and (E) at such other times as reasonably determined by the Tax Matters Partner, to the extent permitted under applicable law; provided, however, that the adjustments pursuant to clauses (B), (C) and (D) above shall be made only if the Tax Matters Partner determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company;

(iii) The Book Value of any item of Company assets distributed (or deemed distributed) by the Company to any Member shall be adjusted immediately prior to such distribution to equal the gross fair market value (taking Code §7701(g) into account) of such asset as of the date of distribution; and

(iv) The Book Values of Company assets shall take into account any adjustments to the adjusted basis of any asset of the Company pursuant to Code §734 or Code §743 in determining such asset’s Book Value in a manner consistent with Treasury Regulations §1.704-1(b)(2)(iv)(m).

“ Business Day ” means any day other than Saturday, Sunday, or a legal holiday in the State of Pennsylvania.

“ Business ” means the business of providing waste water treatment and recycling services in connection with hydraulic fracturing operations.

“ Business Plan ” has the meaning set forth in Section 6.1(c) hereof.

“ Call Closing ” means the consummation of the Call Option.

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“ Call Exercise Date ” means the date on which HEK delivers a Call Exercise Notice in accordance with Section 10.3(a) .

“ Call Exercise Notice ” has the meaning set forth in Section 10.3(a) .

“ Call Option ” has the meaning set forth in Section 10.2 hereof.

“ Capital Account ” means the separate account established and maintained by the Company for each Member pursuant to Section 4.1 hereof.

“ Capital Call ” has the meaning set forth in Section 4.1(g) hereof.

“ Capital Contribution ” means with respect to a Member the total amount of cash and the agreed upon net fair value of property contributed by such Member (or such Member’s predecessor in interest) to the capital of the Company for such Member’s Membership Units, including Initial Capital Contributions and Additional Capital Contributions.

“ Certificate ” means the Certificate of Organization of the Company filed with the Pennsylvania Secretary of State, as amended or restated from time to time.

“ Change in Control Transaction ” means any transaction pursuant to which any entity sells its business by: (i) a sale or conveyance of all or substantially all of its assets to any Person other than an Affiliate; (ii) a sale or conveyance of more than fifty percent (50%) of the equity ownership interests of the entity to any Person other than an Affiliate; or (iii) a merger or consolidation with any Person other than an Affiliate pursuant to which the equity holders of the selling entity immediately prior to such merger or consolidation shall own, immediately after giving effect thereto, a majority of the equity ownership interests of the surviving entity (or its parent), as the case may be.

“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to time, or the corresponding provisions of future laws.

“ Company ” has the meaning set forth in the preamble hereto.

“ Company Cash Needs ” means the cash needs or requirements of whatever kind or nature, legitimately incurred or to be incurred in the ordinary course of the business of the Company in furtherance of the business purposes set forth in Section 2.1(b) (whether or not reflected on a Business Plan) or for Additional Capital Contributions required to fund capital expenditures reflected on approved Annual Budget, including any demand for payment made upon the Company pursuant to any claim for indemnification as herein provided for and whether or not reflected on any Company budget, and for which sufficient funds are not available to the Company.

“ Company Option Period ” has the meaning set forth in Section 9.7(a) hereof.

“ Confidential Information ” has the meaning set forth in Section 6.8(c) hereof.

“ Co-Sale Notice ” has the meaning set forth in Section 9.10(a) hereof.

“ Construction ” has the meaning set forth in the recitals hereto.

“ Control ” means the direct or indirect right or ability to direct the management and policies of a Person, whether through the ownership of voting equity interests, by contract, or otherwise.

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“ Credits ” means all tax credits allowed by the Code with respect to activities of the Company or the Property.

“ Deadlock ” has the meaning set forth in Section 0 hereof.

“ Deemed Liquidation ” means a merger or consolidation (other than a merger or consolidation in which Members of the Company own a majority of the voting power of the outstanding equity of the surviving entity or a merger of the Company with a corporation or other business entity for the purpose of consummating an underwritten initial public offering by the Company) and a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company.

“ Depreciation ” means, for each Fiscal Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable for U.S. federal income tax purposes with respect to an asset for such Fiscal Year, except that (i) with respect to any asset the Book Value of which differs from its adjusted tax basis for U.S. federal income tax purposes at the beginning of such Fiscal Year and which difference is being eliminated by use of the “traditional method with curative allocations” as defined by Treasury Regulations §1.704-3(c), Depreciation for such Fiscal Year shall be the amount of Book Value recovered for such Fiscal Year under the rules prescribed by Treasury Regulations §1.704-3(d)(2), and (ii) with respect to any other asset the Book Value of which differs from its adjusted tax basis for U.S. federal income tax purposes at the beginning of such Fiscal Year, Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the U.S. federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted tax basis; provided, that in the case of clause (ii) above, if the adjusted tax basis for U.S. federal income tax purposes of an asset at the beginning of such Fiscal Year is zero, Depreciation shall be determined with reference to such beginning Book Value using any method selected by the Tax Matters Partner.

“ Distributions ” means any distributions by the Company to the Members of Available Cash or Liquidation Proceeds or other amounts.

“ Economic Effective Date ” means the date of the closing of the transactions contemplated by the Membership Interest Purchase Agreement by and between HEK and Enterprises.

“ Economic Effective Date Stock Price ” means a dollar amount equal to the average of the last reported sale price per share of Parent Common Stock as reported on the NYSE for the five (5) trading days ending on the second trading day preceding the Economic Effective Date.

“ Encumbrance ” means any mortgage, pledge, easement, security interest, claim, conditional sale or other title retention agreement, lien or other encumbrance or right of any third party.

“ Enterprises ” has the meaning set forth in the recitals hereto.

“ Enterprises Units ” means the Membership Units held by Enterprises.

“ Event of Withdrawal ” means an event upon the occurrence of which a Member ceases to be a Member of the Company pursuant to Section 9.7 hereof.

“ Exercise Date ” means either the Call Exercise Date or the Put Exercise Date, as the case may be.

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“ Exercise Date Stock Price ” means a dollar amount equal to the average of the last reported sale price per share of Parent Common Stock as reported on the NYSE for the five (5) trading days ending on the second trading day preceding the Exercise Date.

“ Fiscal Year ” means the fiscal year of the Company, as determined from time to time in accordance with the provisions of Section 8.1 hereof.

“ GAAP ” means generally accepted accounting principles of the United States consistently applied.

“ HEK ” has the meaning set forth in the recitals hereto.

“ Initial Capital Contributions ” means, for any Member, all cash and the agreed fair market value of the property contributed by the Member to the Company, as set forth on Exhibit C hereto.

“ Intellectual Property ” has the meaning set forth in Section 6.8(g) hereof.

“ Liquidation Proceeds ” means all Property at the time of liquidation (including any Deemed Liquidation) of the Company and all proceeds thereof.

“ Loss ” has the meaning set forth in Section 6.6(c) hereof.

“ Major Decisions ” has the meaning set forth in Section 6.1(d) hereof.

“ Majority in Interest ” means any Member or group of Members holding an aggregate of fifty-one percent (51%) or more of the Membership Units held by all Members.

“ Managing Member ” means HEK.

“ Member ” means each holder of Membership Units and each Person who is subsequently admitted to the Company as a Member pursuant to Section 9.3 hereof, other than a Person who ceases to be a Member of the Company pursuant to Section 9.7 hereof as a result of an Event of Withdrawal.

“ Membership Interest Purchase Agreement ” means the Membership Interest Purchase Agreement by and among HEK Water Solutions, LLC, Enterprises, the Company, Construction and T. Shallenberger dated August 31, 2012.

“ Membership Unit ” means a unit representing a Member’s fractional equity ownership interest in the Company as provided in this Agreement, including the Member’s Percentage Interest or other interest in the capital, Net Profits, gain, deductions, Net Losses and Credits of the Company as provided in this Agreement.

“ Net Profits ” and “ Net Losses ” means for any period the taxable income or loss, respectively, of the Company for such period, in each case as determined for U.S. federal income tax purposes, but computed with the following adjustments:

(i) items of income, gain, loss and deduction (including, without limitation, gain or loss on the disposition of any Company asset and Depreciation) shall be computed based upon the Book Value of the Company’s assets rather than upon such assets’ adjusted bases for U.S federal income tax purposes;

(ii) any tax-exempt income received by the Company shall be deemed for these purposes only to be an item of gross income;

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(iii) any expenditure of the Company described in Code §705(a)(2)(B) (or treated as described therein pursuant to Treasury Regulations under Code §704(b)) shall be treated as a deductible expense;

(iv) there shall be taken into account any separately stated items under Code §702(a);

(v) if the Book Value of any Company asset is adjusted pursuant to clauses (ii) or (iv) of the definition thereof, the amount of such adjustment shall be taken into account in the period of adjustment as gain or loss from the disposition or deemed disposition of such asset for purposes of computing Net Profits and Net Losses; and

(vi) items of income, gain, loss, or deduction or credit allocated pursuant to Section 5.5 shall not be taken into account.

“ Neutral Accountant ” means PricewaterhouseCoopers LLP in Pittsburgh, Pennsylvania.

“ Non-Changing Party ” has the meaning set forth in Section 10.6 .

“ NYSE ” means the New York Stock Exchange.

“ Offer ” has the meaning set forth in Section 9.9(a) hereof.

“ Offered Membership Units ” has the meaning set forth in Section 9.9(a) hereof.

“ Offeree Member ” has the meaning set forth in Section 0 hereof.

“ Offering Member ” has the meaning set forth in Section 0 hereof.

“ Officers ” means the Persons designated pursuant to ARTICLE VI hereof to serve as the Officers of the Company.

“ Option Notice ” has the meaning set forth in Section 9.7 hereof.

“ Ordinary Course of Business ” means an action (i) that is in the ordinary course of business consistent with the past custom and practice of the Company in the operation of the Business, and (ii) that could reasonably be expected to be similar in nature and magnitude to actions customarily taken in the ordinary course of operations of other companies in a business or industry similar to the Business.

“ Parent ” means Heckmann Corporation (NYSE: HEK).

“ Parent Common Stock ” means Membership Units of common stock, $0.001 par value, of Parent.

“ Payment Date ” has the meaning set forth in Section 4.1(g) hereof.

“ Percentage Interest ” shall mean and refer to a percentage determined by the Company for each holder of Membership Units by dividing the aggregate Membership Units of such holder by the aggregate Membership Units of all holders of Membership Units. The Percentage Interest of each Member may be adjusted by the Company from time to time as required or permitted by the provisions of this Agreement.

“ Permitted Transfer ” means (i) a Transfer of Membership Units by any Member to any other Member of the Company, (ii) a Transfer that is approved all of the Members unanimously, and (iii) a Transfer by HEK to a direct or indirect subsidiary of Parent, or a transfer by Enterprises to a direct or indirect subsidiary.

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“ Person ” means any individual, partnership, limited liability company, corporation, cooperative, trust or other entity.

“ Plant ” has the meaning set forth in the recitals hereto.

“ Pro Rata Fraction ” has the meaning set forth in Section 9.9(b) hereof.

“ Property ” means all properties and assets that the Company may own from time to time.

“ Put/Call Closing ” means the consummation of the Put Option or the Call Closing.

“ Put/Call Purchase Price ” means an amount equal to Eleven Million Dollars ($11,000,000), plus any Additional Capital Contributions made by Enterprises pursuant to Section 4.1 , as then adjusted pursuant to Section 10.3(c) .

“ Put Closing ” means the consummation of the Put Option.

“ Put Exercise Date ” means the date on which Enterprises delivers a Put Exercise Notice in accordance with Section 10.3(a) .

“ Put Exercise Notice ” has the meaning set forth in Section 10.3(a) .

“ Put Option ” has the meaning set forth in Section 10.1 hereof.

“ Regulatory Allocations ” has the meaning set forth in Section 5.5(e) hereof.

“ Related Party Contract ” has the meaning set forth in Section 6.7 hereof.

“ Remaining Members ” has the meaning set forth in Section 9.9(a) hereof.

“ Reserves ” means amounts set aside from time to time pursuant to Section 5.12 hereof.

“ Restricted Business ” has the meaning set forth in Section 6.8 .

“ Revaluation ” shall mean the occurrence of any event described in Section 4.1(d)(i), (ii), (iii) or (iv) hereof in which the book basis of Property is adjusted to its fair value.

“ ROFO Election Period ” has the meaning set forth in Section 9.9(d) hereof.

“ Rules ” has the meaning set forth in Section 12.13 hereof.

“ Sale ” has the meaning set forth in Section 9.10(a) hereof.

“ Selling Member ” has the meaning set forth in Section 9.9(a) hereof.

“ Submission ” has the meaning set forth in Section 12.13 hereof.

“ Submitting Party ” has the meaning set forth in Section 12.13 hereof.

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“ T. Shallenberger ” has the meaning set forth in the recitals hereto.

“ Tag-Along Notice ” has the meaning set forth in Section 9.10(b) hereof.

“ Tax Distribution ” has the meaning set forth in Section 5.3 hereof.

“ Tax Matters Partner ” means the Person designated pursuant to Section 5.8 hereof to represent the Company in matters before the Internal Revenue Service.

“ Taxing Authority ” has the meaning set forth in Section 5.7 hereof.

“ Transfer ” means (i) when used as a verb, to give, sell, exchange, assign, transfer, pledge, hypothecate, bequeath, devise or otherwise dispose of or encumber, and (ii) when used as a noun, the nouns corresponding to such verbs, in either case voluntarily or involuntarily, by operation of law or otherwise. A transfer of a majority of the voting control of a Member shall also be deemed a Transfer.

“ Treasury Regulations ” means the regulations promulgated by the Treasury Department with respect to the Code, as such regulations are amended from time to time, or the corresponding provisions of future regulations.

“ Triggering Event ” has the meaning set forth in Section 10.3(a) hereof.

“ Valuation Event ” has the meaning set forth in Section 9.5(a) hereof.

“ Valuation Expert ” has the meaning set forth in Section 9.5(a) hereof.

“ Withdrawn Member ” means a Member who has ceased to be a Member of the Company upon the occurrence of an Event of Withdrawal.

1.2 Other Definitional Provisions and Interpretive Matters.

(a) As used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, shall have the respective meanings given to them under GAAP.

(b) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section, subsection, schedule and exhibit references are to this Agreement unless otherwise specified.

(c) The word “includes” and its derivatives, such as “including”, means “includes, but is not limited to” and corresponding derivative expressions.

(d) Words of the singular number shall be deemed to include the plural number, and vice versa, where applicable.

(e) All references to monetary amounts or values refer to United States dollars.

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ARTICLE II - BUSINESS PURPOSES, RELATED AGREEMENTS, DEVELOPMENT, POWERS AND OFFICES

2.1 Name; Business Purposes.

(a) The name of the Company shall be as stated in the Certificate, provided , however, the Company shall, subject to the consent of HEK, and the rights to use such names under applicable laws, shall also be authorized to operate under the fictitious names “HWR” and “Heckmann Water Resources.”

(b) The business purposes of the Company shall be as follows:

(i) Acquiring, financing, owning, managing, leasing, renovating, operating disposing of and otherwise dealing with the Plant, or otherwise providing water treatment and recycling services in connection with hydraulic fracturing operations pursuant to the majority agreement of the Members;

(ii) Engaging in any lawful activity in furtherance of the preceding purposes for which limited liability companies may be formed under the Act; and

(iii) After January 1, 2015 for any other lawful purposes which may be agreed by the Managing Member.

2.2 Powers . In addition to the powers and privileges conferred upon the Company by law and those incidental thereto, the Company shall have the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including the power to do the following:

(a) Sue and be sued, complain and defend, and participate in administrative or other proceedings, in its name;

(b) Issue, by sale or otherwise, or acquire, by purchase, redemption or otherwise, any Membership Unit;

(c) Purchase, take, receive, lease as lessee, take by gift, legacy, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with any real or personal property, or any interest therein, wherever situated;

(d) Sell, convey, mortgage, pledge, lease as lessor, exchange, transfer, and otherwise dispose of all, any part of, or any interest in, its property and assets;

(e) Lend money to and otherwise assist its Members or employees, except as otherwise provided in this Agreement;

(f) Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of, and otherwise use and deal in and with, Membership Units or other interests in, or obligations of, other domestic or foreign limited liability companies, corporations, associations, general or limited partnerships, or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof;

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(g) Incur liabilities, borrow money for its proper purposes at any rate of interest that the Company may determine without regard to the restrictions of any usury law of the State of Pennsylvania, issue notes, bonds, and other obligations, secure any of its obligations by mortgage or pledge or deed of trust of all or any part of its property, franchises, and income, and make contracts, including contracts of guaranty and suretyship;

(h) Invest its surplus funds from time to time, lend money for its proper purposes, and take and hold real and personal property as security for payment of funds so loaned or invested;

(i) Conduct its business, carry on its operations, have offices within and without the State of Pennsylvania, and exercise in any other state, territory, district, or possession of the United States or in any foreign country the powers granted by the Act, or this Agreement;

(j) Appoint agents and hire employees of the Company, define their duties, and fix their compensation and to indemnify them to the extent and in the manner permitted by law;

(k) Make and alter this Agreement, in any manner not inconsistent with the Certificate or with the laws of the Commonwealth of Pennsylvania, for the administration and regulation of the affairs of the Company;

(l) Make donations for the public welfare or for charitable, religious, scientific, or educational purposes, lend money to the government, and transact any lawful business in aid of the United States;

(m) Establish deferred compensation plans, pension plans, profit-sharing plans, bonus plans, option plans, and other incentive plans for its employees and make the payments provided for therein;

(n) Become a promoter, partner, member, associate, or manager of any general partnership, limited partnership, joint venture or similar association, any other limited liability company, or other enterprise; and

(o) Cease the activities of the Company and surrender the franchise of the Company.

2.3 Principal Office . The principal office of the Company shall be located at such place(s) as the Managing Member may determine from time to time.

2.4 Registered Office and Registered Agent . The location of the registered office and the name of the registered agent of the Company in the Commonwealth of Pennsylvania shall be as stated in the Certificate or as otherwise designated by appropriate filings with the Commonwealth of Pennsylvania. The registered office and registered agent of the Company in the Commonwealth of Pennsylvania may be changed, from time to time, by the Managing Member.

2.5 Effective Date . This Agreement shall be deemed effective as of the date first written above.

2.6 No Liability . To the fullest extent permitted by applicable law and except as set forth in Section 6.6(c) , or as otherwise reflected in the Membership Interest Purchase Agreement, no Member or Officer of the Company, solely by reason of being a Member or Officer of the Company, shall be liable,

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under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, or for the acts or omissions of any other Member, Officer, agent, or employee of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing liability on the Members or Officer of the Company for the debts, obligations, or liabilities of the Company. A Member may, with the approval of the Managing Member, consent in writing to personal liability for certain debts, obligations, or liabilities of the Company, by means of personal guarantees or similar assurances, in which event the Company shall indemnify such Member for the amount that such Member actually pays toward satisfaction of any debts, obligations, or liabilities of the Company based upon such guarantees or assurances.

ARTICLE III - MEMBERSHIP; MEMBERSHIP UNITS

3.1 Membership Units Generally . A Member’s rights and interests in the Company in such Member’s capacity as a Member, as provided in this Agreement, the Certificate and the Act, including such Member’s Percentage Interest and any other interest in the capital, Net Profits, gain, deductions, Net Losses, and Credits of the Company, shall be represented by issued and outstanding Membership Units. The Members shall have no interest in the Company other than the membership interests conferred by this Agreement as represented by the Membership Units. Every Member by virtue of owning any Membership Units shall be held to have expressly assented and agreed to the terms hereof and to have become a party hereto. Ownership of Membership Units shall not entitle a Member to any title in or to the whole or any part of the Property of the Company or right to call for partition or division of the same or for an accounting.

3.2 Issuance of Initial and Additional Membership Units.

(a) In consideration of the Initial Capital Contributions, Enterprises shall, on the date hereof, issue to HEK that number of Membership Units as set forth in Exhibit C .

(b) Following the issuance of Membership Units pursuant to Section 3.2(a) , and other than as set forth in Section 4.1(g) , the Company shall not issue any additional Membership Units, nor any warrants, options, or other rights to acquire any Membership Units except as approved by the Managing Member.

3.3 Record of Membership Units . The Company shall maintain a record of all Members, their respective mailing addresses and the Membership Units held by them and shall keep such record current to reflect the Transfer of a Member’s Membership Units or the admission of additional Members pursuant to this Agreement. Such record of Member Membership Units as maintained by the Company shall be determinative of the ownership of Membership Units and the Company may rely upon such record in all matters concerning the number and ownership of the Membership Units, including matters respecting distribution, voting and the giving of notice. Membership Units shall only be transferred on the books and records of the Company by the Managing Member upon determination by the Managing Member that the applicable transfer complies with, and does not violate, the provisions of this Agreement. A Member’s Membership Units may be evidenced by a certificate; provided , however, that the record of a Member’s Membership Units as maintained by the Company shall control for purposes of this Agreement. In the event of any Transfer of any Membership Units, allocations with respect to such Membership Units shall be prorated among the transferor and the transferee in accordance with the terms of this Agreement.

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3.4 Membership Units Not Acquired for Resale . Each Member hereby represents and warrants to the Company and to each other Member that: (a) in the case of a Member who is not an individual, the Member is duly organized, validly existing, and in good standing under the law of its state of organization and that it has the requisite power and authority to execute this Agreement and to perform its obligations hereunder; (b) the Member has acquired or is acquiring Membership Units for such Member’s own account as an investment and without an intent to distribute such Membership Units; and (c) the Member acknowledges that the Membership Units have not been registered under the Securities Act of 1933 or any state securities laws, and such Member’s Membership Units may not be re-sold or transferred by the Member without appropriate registration or the availability of an exemption from such requirements and compliance with all other requirements of this Agreement. The Members acknowledge and agree that the Company has no plans or obligations to go public at any time.

ARTICLE IV - CAPITAL ACCOUNTS

4.1 Capital Accounts . A separate Capital Account shall be maintained for each Member in accordance with the following:

(a) The Capital Account balances of each of the Members shall reflect the amount of their respective Initial Capital Contributions.

(b) Each Member’s Capital Account shall be (i) increased by (A) the amount of money contributed by such Member, including any Additional Capital Contributions, (B) the Book Value of property contributed by such Member including any Additional Capital Contributions (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Code §752), (C) allocations to such Member, pursuant to ARTICLE V of Net Profits and any items in the nature of income or gain that are specially allocated to such Member under Section 5.5 , and (D) to the extent not already netted out under clause (ii)(B) below, the amount of any Company liabilities assumed by the Member or which are secured by any property distributed to such Member; and (ii) decreased by (A) the amount of money distributed to such Member, (B) the Book Value of property distributed to such Member (net of liabilities secured by such distributed property that such Member is considered to assume or take subject to under Code §752), (C) allocations to such Member, pursuant to ARTICLE V , of Loss and any items in the nature of expenses or losses that are specially allocated to such Member under Section 5.5 , and (D) to the extent not already netted out under clause (i)(B) above, the amount of any liabilities of the Member assumed by the Company or which are secured by any property contributed by such Member to the Company.

(c) In the event any Membership Unit is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest and the Capital Account of each transferee shall be increased and decreased in the manner set forth above.

(d) In the event of (i) a Capital Contribution (other than an de minimis Capital Contribution) by an existing or an additional Member that results in an adjustment or shift in Percentage Interests, (ii) the distribution by the Company to a Member of more than a de minimis amount of property as consideration for a Membership Unit(s), (iii) the liquidation of the Company within the meaning of Treasury Regulation §1.704-1(b)(2)(ii)(g), or (iv) the issuance of a Membership Unit(s) in exchange for services rendered or to be rendered, the book basis of the Property shall be adjusted to Book Value and the Capital Accounts of all the Members shall be adjusted simultaneously to reflect the aggregate net adjustment to book basis as if the Company recognized Net Profits or Net Losses equal to the amount of such aggregate net adjustment;

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provided, however, that the adjustments resulting from clause (i) or (ii) above shall be made only if the Members determine that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members.

(e) In the event that Property is subject to Code § 704(c) or is revalued on the books of the Company in accordance with the preceding paragraph pursuant to Treasury Regulations § 1.704-1(b)(2)(iv)(f), the Members’ Capital Accounts shall be adjusted in accordance with Treasury Regulations § 1.704-1(b)(2)(iv)(g) for allocations to the Members of depreciation, amortization and gain or loss, as computed for book purposes (and not tax purposes) with respect to such Property.

(f) The foregoing provisions of this Section 4.1 and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation §1.704-1(b) and §1.704-2, and shall be interpreted and applied in a manner consistent with such Treasury Regulations. In the event it is determined by the Managing Member that it is prudent or advisable to modify the manner in which the Capital Accounts, or any increases or decreases thereto, are computed in order to comply with such Treasury Regulations, the Managing Member may cause such modification to be made provided that it is not likely to have a material effect on the amounts distributable to any Member upon the dissolution of the Company, and the Managing Member, upon any such determination, is empowered to amend or modify this Agreement, notwithstanding any other provision of this Agreement.

(g) From and after the date hereof, subject expressly to the terms and limitations of this Section 4.1(g) , all Company Cash Needs shall be funded, as necessary, in the sole discretion of the Managing Member as either: (i) loans, as available and as described in Section 4.3, or (ii) additional Capital Contributions (such additional Capital Contributions are individually, an “ Additional Capital Contribution ” and, collectively, “ Additional Capital Contributions ”) made in each instance proportionately by the Members. From time to time as is necessary as a result of Company Cash Needs as determined by the Managing Member in the exercise of its business judgment, the Managing Member shall submit to the Members a written request (“ Capital Call ”) for Additional Capital Contributions in respect of such Company Cash Needs. Each Capital Call (A) shall be pursuant to and in accordance with the terms and conditions of this Agreement, (B) shall be in writing, (C) shall set forth in reasonable detail the intended use by the Company of the Additional Capital Contributions to be made in respect of such Capital Call, (D) shall state the aggregate amount of such Company Cash Needs and requested Additional Capital Contributions and (E) shall state whether such Capital Call is in respect of any emergency expenditures or uncontrollable expenses or cost overruns. Each Additional Capital Contribution shall be payable no later than ten (10) Business Days following the date any Capital Call shall have been given (in each instance, a “ Payment Date ”) and shall be made by wire transfer of immediately available funds to the Company on or before the applicable Payment Date. To the extent the Additional Capital Contributions are not made pro rata by Members, the Members’ Percentage Interests shall be adjusted accordingly based upon the fair market value of the Company immediately prior to such Additional Capital Contributions and following adjustments to Book Value, and the Membership Units representing the Members’ Percentage Interests prior to such adjustment shall be cancelled and new Membership Units representing the respective Members’ Percentage Interests following such adjustment shall be issued by the Managing Member.

4.2 Capital Withdrawal Rights, Interest and Priority . Except as expressly provided in this Agreement, no Member shall be entitled to withdraw or reduce such Member’s Capital Account or to receive any Distributions. No Member shall be entitled to demand or receive any Distribution in any

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form other than in cash. No Member shall be entitled to receive or be credited with any interest on the balance in such Member’s Capital Account at any time. Except as expressly provided in this Agreement, no Member shall have any priority over any other Member as to Distributions or the return of the balance in such Member’s Capital Account.

4.3 Loans . Members may loan additional funds to the Company in the event that the Managing Member agrees that the Company reasonably needs the use of such additional funds. Interest shall accrue on such loans at an annual interest rate of Prime plus 1.00% . For purposes of this Section 4.3, “Prime” shall mean the United States Prime Rate as listed in the print edition of the Wall Street Journal or if the United States Prime Rate is not published by the Wall Street Journal then the prime rate of interest charged by PNC Bank, N.A. or its successor. Each Member shall have the right, but not the obligation, to loan an equal amount to the Company up to the total amount required by the Company. At the option of the Managing Member, such loans may be secured or unsecured, or nonrecourse where the security is less than all of the Property of the Company.

ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS

5.1 Non-Liquidation Cash Distributions . The amount, if any, of Available Cash as of the end of each calendar month shall be determined by the Managing Member quarterly, and shall be distributed to the Members as soon as practicable following the end of each fiscal quarter, and in any event by the end of the immediately following calendar month, as set forth below, or at such other more frequent intervals as the Managing Member may determine; provided, however, that notwithstanding the foregoing or any other provision of this Agreement to the contrary, any Member making any loan to the Company shall be entitled to receive repayment of all principal and accrued interest with respect to such loan prior to any other Distributions being made to any Members. Distributions of the Available Cash shall be distributed to the Members in the following order of priority:

(a) First, as applicable, to make Tax Distributions to the Members in accordance with Section 5.3 below.

(b) Second, to the Members in accordance with and to the extent of their respective total Capital Contributions, reduced (but not below zero) by the aggregate amount of any Distributions of Available Cash previously made to the Members, respectively, pursuant to this Section 5.1 .

5.2 Liquidation Distributions . Liquidation Proceeds shall be distributed in the following order of priority:

(a) First, to the payment of debts and liabilities of the Company (including Members for the repayment of principal and accrued interest on any loans as described in Section 4.3 hereof, in each case to the extent otherwise permitted by law) and the expenses of liquidation.

(b) Next, to the setting up of such reserves as the Managing Member may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the Company, for such period as the Managing Member shall reasonably deem advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and, at the expiration of such period, the balance of such reserves, if any, shall be distributed as hereinafter provided.

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(c) Next, to the other Members in accordance with and to the extent of their respective total Capital Contributions, reduced (but not below zero) by the aggregate amount of any Distributions of Available Cash previously made to the other Members, respectively, pursuant to Section 5.1 hereof.

(d) Next, to the Members pro rata in accordance with their respective Percentage Interests.

5.3 Tax Distributions . If, for any calendar year other than the year in which the Company liquidates, the Distributions otherwise distributable to the Members pursuant to this Section 5.3 , if any, plus any amounts previously distributed to each such Member pursuant to this Section 5.3 , would be insufficient to pay any Member’s U.S. federal and state income taxes on the net, combined Net Profits, Net Losses, gain or loss on disposition and other items of income and deduction (as computed for tax purposes) allocated to such Members pursuant to ARTICLE V from the effective date of this Agreement, then within ninety (90) days after the end of each calendar year the Company shall distribute to each Member (any such distribution, a “ Tax Distribution ”) an amount such that total Distributions with respect to the tax year of the Company most recently ended are at least equal to the assumed U.S. federal and state income tax liability incurred by such Member with respect to such Member’s distributive share of the Company’s taxable net income for such taxable year. In calculating the amount of each Tax Distribution, the Company shall assume that each Member is taxable at the highest combined effective U.S. federal and state income tax rate applicable to individuals or taxable “C” corporations, giving effect to the different tax rates attributable to different types of income earned by the Company, and the deductibility of state taxes for U.S. federal income tax purposes. The tax rate for all Members shall be determined by reference to the highest tax rate applicable to any Member of the Company (taking into account the state tax rates in such Member’s state of residence, or, where the Member is a pass-through entity, the state of residence of the holders of the largest portion of the equity interests in such Member), as determined by the Managing Member in consultation with the Company’s accountants. The Company shall make Tax Distributions, in advance, on a quarterly basis in the amounts estimated by the Managing Member to represent the Members’ liabilities for quarterly estimated taxes. Any such advance Tax Distributions shall reduce the Members’ rights to Distributions under this Section 5.3 .

5.4 Allocation of Net Profits, Net Losses and Credits . After the application of Section 5.5, Net Profit and Net Loss for any taxable year, or portion thereof, shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after making such allocation, and after taking into account actual distributions made during such taxable year, or portion thereof, is, as nearly as possible, equal (proportionately) to (a) the distributions that would be made to such Member pursuant to Section 11.3 hereof if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Book Value, all Company liabilities, including the Company’s share of any liability of any entity treated as a partnership for U.S. federal income tax purposes in which the Company is a partner, were satisfied (limited with respect to each nonrecourse liability to the Book Value of the assets securing such liability) and the net assets of the Company were distributed in accordance with Section 11.3 to the Members immediately after making such allocation, minus (b) such Member’s share of Company minimum gain and Member nonrecourse debt minimum gain determined pursuant to Treasury Regulations §1.704-2(g)(1) and §1.704-2(i)(5), computed immediately prior to the hypothetical sale of assets. Subject to the other provisions of this ARTICLE V , an allocation to a Member of a share of Net Profit or Net Loss shall be treated as an allocation of the same share of each item of income, gain, loss or deduction that is taken into account in computing Net Profit or Net Loss.

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5.5 Regulatory Allocations .

(a) Notwithstanding any other provision of this Agreement, (i) “partner nonrecourse deductions” (as defined in Treasury Regulations §1.704-2(i)), if any, of the Company shall be allocated for each period to the Member that bears the economic risk of loss within the meaning of Treasury Regulations §1.704-2(i) and (ii) “nonrecourse deductions” (as defined in Treasury Regulations §1.704-2(b)) and “excess nonrecourse liabilities” (as defined in Treasury Regulations §1.752-3(a)), if any, of the Company shall be allocated to the Members in accordance with their respective Percentage Interests.

(b) This Agreement shall be deemed to include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Code §704(b). Accordingly, notwithstanding any other provision of this Agreement, items of gross income shall be allocated to the Members on a priority basis to the extent and in the manner required by such provisions.

(c) To the extent that Net Loss or items of loss or deduction otherwise allocable to a Member hereunder would cause such Member to have an Adjusted Capital Account Deficit as of the end of the taxable year to which such Net Loss, or items of loss or deduction, relate (after taking into account the allocation of all items of income and gain for such taxable period), such Net Loss, or items of loss or deduction, shall not be allocated to such Member and instead shall be allocated to the Members in accordance with Section 5.4 as if such Member were not a Member and prior to any allocation under Section 5.5(d) .

(d) If any Member has an Adjusted Capital Account Deficit at the end of any taxable year, each such Member shall be specially allocated items of income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 5.5(d) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit in excess of such sum after all other allocations provided for in this ARTICLE V have been made as if the “qualified income offset provision” described in Section 5.5(b) did not apply and Section 5.5(d) were not in this Agreement.

(e) Any allocations required to be made pursuant to Section 5.5(a) through Section 5.5(d) (the “ Regulatory Allocations ”) (other than allocations, the effects of which are likely to be offset in the future by other Regulatory Allocations) shall be taken into account, to the extent permitted by the Treasury Regulations, in computing subsequent allocations of income, gain, loss or deduction pursuant to Section 5.4 so that the net amount of any items so allocated and all other items allocated to each Member shall, to the extent possible, be equal to the amount that would have been allocated to each Member pursuant to Section 5.4 had such Regulatory Allocations under this Section 5.5 not occurred.

(f) It is intended that prior to a distribution of the proceeds from a liquidation of the Company pursuant to Section 5.2 , the positive Capital Account balance of each Member shall be equal to the amount that such Member is entitled to receive pursuant to Section 11.3 . Accordingly, notwithstanding anything to the contrary in this ARTICLE V , to the extent permissible under Code §704(b) and the Treasury Regulations thereunder, Net Profit and Net Loss and, if necessary, items of gross income and gross deductions, of the Company for the year of liquidation of the Company (or, if earlier, the year in which all or substantially all of the Company’s assets are sold, transferred or disposed of) shall be allocated among the Members so as to bring the positive Capital Account balance of each Member as close as possible to the amount that such Member would receive if the Company were liquidated and all the proceeds were distributed in accordance with Section 11.3 .

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5.6 Tax Allocations .

(a) For U.S. federal income tax purposes, except as otherwise provided in this Section 5.6 , each item of Net Profits, gain, Net Losses and deduction shall be allocated among the Members in the same manner as its corresponding item of book income, gain, loss or deduction is allocated pursuant to Section 5.4 and Section 5.5 .

(b) In accordance with Code §704(b) and §704(c) and the Treasury Regulations thereunder, Net Profits, gain, Net Losses and deduction with respect to any Company asset contributed (or deemed contributed) to the capital of the Company shall, solely for U.S. federal income tax purposes, be allocated among the Members so as to take into account any variation between the adjusted basis of such Company asset for U.S. federal income tax purposes and its Book Value upon its contribution (or deemed contribution). The Members hereby agree and acknowledge that, unless otherwise indicated by the Managing Member, the Company shall use the “traditional method with curative allocations” as described in Treasury Regulations §1.704-3(c). If the Book Value of any Company asset is adjusted, subsequent allocations of taxable income, gain, loss and deduction with respect to such Company asset shall take account of any variation between the adjusted basis of such Company asset for U.S. federal income tax purposes and the Book Value of such Company asset in the manner prescribed under Code §704(b) and §704(c) and the Treasury Regulations thereunder.

(c) If a Member acquires an interest, redeems all or a portion of its interest or transfers an interest during a taxable year, the Net Profit or Net Loss (and other items referred to in Section 5.4 and Section 5.5 ) attributable to any such interest for such taxable year shall be allocated between the transferor and the transferee by closing the books of the Company as of the date of the transfer, or by any other method permitted under Code §706 and the Treasury Regulations thereunder that is selected by the Tax Matters Partner.

(d) The provisions of this ARTICLE V (and other related provisions in this Agreement) pertaining to the allocation of items of Company income, gain, loss, deductions, and credits shall be interpreted consistently with the Treasury Regulations, and to the extent unintentionally inconsistent with such Treasury Regulations, shall be deemed to be modified to the extent necessary to make such provisions consistent with the Treasury Regulations.

5.7 Withholding . The Company at all times shall be entitled upon written notice given to any affected Member to make payments with respect to each Member in amounts that the Managing Member reasonably determines the Company is required by law to withhold or pay to any U.S. federal, state, local or foreign taxing authority (“ Taxing Authority ”) with respect to any distribution or allocation of income or gain to such Member and to withhold (or deduct) legally required amounts from distributions to such Member. Any funds withheld from a distribution by reason of this Section 5.7 shall nonetheless be deemed distributed to the Member in question for all purposes under this Agreement. If the Company makes any payment to a Taxing Authority in respect of a Member hereunder that is not withheld from actual distributions to the Member, then the Member shall reimburse the Company for the amount of such payment, on demand. The amount of a Member’s reimbursement obligation under this Section 5.7 , to the extent not paid, shall bear interest at a rate of twenty-five percent (25%) per annum, compounded quarterly, and shall be deducted from the distributions to such Member; any amounts so deducted shall constitute a repayment of such Member’s obligation hereunder. Each Member’s reimbursement obligation under this Section 5.7 shall continue after such Member transfers its interest in

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the Company or after a withdrawal by such Member. Each Member agrees to furnish the Company with any representations and forms as shall reasonably be requested by the Company to assist it in determining the extent of, and in fulfilling, any withholding obligations it may have. Each Member agrees to indemnify and hold harmless the Company and the other Members from and against any liability with respect to taxes, interest or penalties which may be asserted by reason of the failure to deduct and withhold tax on amounts distributable or allocable to such Member. Any amount payable as indemnity hereunder by a Member will be paid promptly to the Company, and if not so paid, the Company will be entitled to retain any distributions due to such Member for all such amounts.

5.8 Tax Matters Partner . The Managing Member shall be the “Tax Matters Partner” of the Company. The Tax Matters Partner shall take such actions as may be necessary to cause each other Member to become a “notice partner” within the meaning of Code §6223 of the, shall promptly furnish to the Members a copy of all tax related notices or other written communications received by the Tax Matters Partner from the Internal Revenue Service or any state taxing authority (except as to notices or communications sent directly to the Members), and shall keep the Members advised of all significant developments in such matters. The provisions of this Section 5.8 shall survive any liquidation and dissolution of the Company and any withdrawal by a Member. The Tax Matters Partner shall be reimbursed by the Company for any reasonable third party expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred in its capacity as Tax Matters Partner.

5.9 Tax Elections . At the written request of a Member, the Company shall make a timely election to adjust the tax basis of the Company’s assets under Code §754 (and any corresponding provision of state and local law) provided that such Member (or its successor in interest) compensates the Company for its reasonable costs resulting from such election. No election shall be made for the Company to be excluded from the application of the provisions of Subchapter K of the Code.

5.10 Tax Returns . The Tax Matters Partner shall prepare or cause to be prepared, and shall file or cause to be filed, any tax returns, information returns, applications, elections and other instruments and documents required under applicable tax law to be filed by the Company and/or any of its Subsidiaries. The Tax Matters Partner shall use reasonable efforts to provide to each Member a Form K-1 with respect to the Company within seventy-five (75) days following the end of each Fiscal Year, but in no event shall the Tax Matters Partner provide to each Member such Form K-1 more than ninety (90) days following the end of each Fiscal Year.

5.11 No Priority . Except as may be otherwise expressly provided herein, no Member shall have priority over any other Member as to Company capital, income, gain, deductions, loss, credits or distributions.

5.12 Reserves . The Managing Member shall, in accordance with the Company’s then effective Business Plan or as otherwise determined by the Managing Member on a commercially reasonable basis or pursuant to applicable law, establish, maintain and expend Reserves to provide for working capital, for future maintenance, repair or replacement of the Property, for debt service, for acquisitions of assets from or interests in other companies or sources, for future investments, for expansion of the Company’s business, and for such other purposes and contingencies as may be provided for in the then effective Business Plan, including the maintenance of any reserves required by applicable laws.

5.13 Tax Treatment and Basis of the Assets Contributed .

(a) The Parties hereby acknowledge and agree that this Agreement is governed by Rev. Rul. 99-5, 1999-1 C.B. 434 and, as such, shall be treated for U.S. federal, state and local

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income tax purposes, as applicable, as though HEK purchased fifty one percent (51%) of the Property (subject to fifty one percent (51%) of the liabilities encumbering such Property) as of the date hereof and then immediately thereafter contributed such Property (in conjunction with a corresponding contribution by Enterprise of forty nine percent (49%) of the Property held by the Company (subject to forty nine percent (49%) of the liabilities encumbering such Property) as of the date hereof) to the Company, which has the effect of forming a new partnership for U.S. federal, state and local income tax purposes.

(b) The parties further acknowledge and agree that pursuant to Rev. Rul. 99-5, 1999-1 CB 434: (i) the portion of the Property treated as purchased and contributed by HEK to the Company shall have an adjusted tax basis of such Property’s fair market value equaling Nine Million Dollars ($9,000,000) plus fifty one percent (51%) of the liabilities encumbering such Property as of the date hereof (increased to Ten Million, Five Hundred Thousand Dollars ($10,500,000) provided that certain earnout thresholds during an earnout period as reflected in Section 2.4 of the Membership Interest Purchase Agreement are met) and (ii) the portion of the Property treated as contributed by Enterprise shall have their historic adjusted tax basis plus forty nine percent (49%) of the liabilities encumbering such Property as of the date hereof.

(c) The Members hereby acknowledge and agree that the allocation of the amounts paid by HEK for fifty one percent (51%) of the Property immediately prior to the date hereof (which were then immediately thereafter deemed to be contributed to the Company) shall be allocated among such Property consistent with Code §1060 and in accordance with the Membership Interest Purchase Agreement.

ARTICLE VI - MANAGEMENT

6.1 Management by Managing Member .

(a) General . Subject to all other provisions of this Agreement, the business and affairs of the Company shall be managed by the Managing Member. The Managing Member shall have and is vested with all powers and authorities, except as expressly limited by law, the Certificate, or this Agreement, to do or cause to be done any and all lawful things for and on behalf of the Company, to exercise or cause to be exercised any or all of its powers, privileges and franchises, and to seek the effectuation of its objects and purposes.

(b) Designation and Removal . HEK shall be the Managing Member unless and until the Managing Member designates in writing another Person as Managing Member.

(c) Business Plan . The initial plans and projections (financial, strategic and operational) required for the economically feasible operation of the Plant, mutually agreed to by the Members, is set forth on Exhibit D attached hereto. Following the date hereof, and not less than ninety (90) days before the end of each subsequent Fiscal Year, the Officers shall prepare and furnish to the Members, as necessary, a revised business plan for the following Fiscal Year (any such currently effective business plan, the “ Business Plan ”). Each Business Plan shall be mutually agreed to by all of the Members unanimously and shall include commercially reasonable capital and operating budgets and shall include reasonable detail of all budgets, including an itemized estimate of the monthly requirements and itemized listing of expenditures or other matters referred to therein. The business and affairs of the Company shall be managed by the Managing Member each Fiscal Year in substantial compliance with and subject to the Business Plan in effect for such Fiscal Year.

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(d) Actions Requiring Approval by the Members . At any time prior to January 1, 2015, notwithstanding the provisions of Section 6.1(a) or any other provision of this Agreement, the Managing Member shall not have the power or authority to approve or take any of the following actions, unless such actions are expressly contemplated and provided for in any Business Plan or are approved in writing by all of he Members (collectively, “ Major Decisions ”):

(i) Enter into a material new line of business or materially change the Company’s existing business purposes (as described in Section 2.1 of this Agreement);

(ii) Make any general assignment for the benefit of creditors of the Company, or file a voluntary petition in Bankruptcy for the Company, or arrange for the appointment of a receiver or liquidator for the Company;

(iii) Amend this Agreement (except for any immaterial and/or administrative revisions to this Agreement, including typographical errors, and any amendments to reflect Additional Capital Contributions under Section 4.1(g) ;

(iv) Directly or indirectly sell, lease, exchange or otherwise dispose of all or a significant portion of the assets of the Company or its subsidiaries, or on a consolidated basis, in any transaction or series of related transactions;

(v) Liquidate, dissolve or wind-up the Company or any subsidiary of the Company, other than the liquidation, dissolution, winding-up of a wholly-owned subsidiary of the Company into the Company or another wholly-owned subsidiary of the Company;

(vi) Make any redemption, acquisition or repurchase of any Membership Unit (including any securities convertible into or exercisable or exchangeable for a Membership Unit); and

(vii) Create, authorize or issue any Membership Units, except as expressly authorized by this Agreement, including, but not limited to, reflecting Additional Capital Contributions under Section 4.1(g) .

(e) Compensation . Other than as set forth in the Management Services Agreement dates on even date herewith with respect to certain services provided to the Company, the Managing Member shall not be entitled to any additional compensation solely for acting as the Managing Member of the Company, but shall be entitled to reimbursement for commercially reasonable out-of-pocket expenses incurred in carrying out the Managing Member’s duties and responsibilities consistent with this Agreement and subject to any applicable limitations set forth in any Business Plan.

(f) Officers .

(i) General . The day-to-day affairs of the Company shall be managed by authorized persons designated as officers, each of whom shall be elected by the Managing Member (each an “ Officer ” and collectively the “ Officers ”). The Officers of the Company may consist of a chief executive officer, a secretary and may also include one or more executive vice presidents, one or more assistant secretaries, and a treasurer and one or more assistant treasurers. Any two or more offices may be held by the same person.

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(ii) Removal and Replacement . Each Officer of the Company shall hold office until the earlier of his or her death, retirement, resignation or removal from office. The Managing Member may, at any time, with or without cause, remove one or more of the Officers. Any vacancy occurring in any office of the Company (whether occurring by death, retirement, resignation, removal or otherwise) may be filled by the Member.

(iii) Powers and Duties of the Officers . The Officers shall be responsible for the implementation of the decisions of the Members and shall have power and authority to, and shall, conduct the ordinary and usual business and affairs of the Company including (A) causing the Company to take all actions as a shareholder, general partner, limited partner, manager or member of any other Person to the extent authorized under the organizational documents of such Person, (B) acquiring and disposing of investments and other assets, (C) insuring against risks associated with the Company’s operations, (D) employing agents and employees and the provision of reasonable compensation thereto, (E) providing accounting and tax functions, (F) collecting receivables and other amounts owed to the Company, (G) paying accounts payable and other obligations, (H) procuring accounting, legal and other professional services, (I) maintaining banking relationships, and (J) such other functions as are necessary for the conduct of the business and affairs of the Company that are delegated to the Officers by the Members. The Officers shall at all times conform to the policies of the Company established by the Members. The Officers shall keep the Members informed as to all matters concerning the Company.

6.2 Actions by Members .

(a) Meetings of Members; Place of Meetings . Meetings of the Members shall not be required to be held on any regular frequency. Meetings of the Members may be held for any purpose or purposes, unless otherwise prohibited by law or by the Certificate, and may be called by Members holding not less than twenty percent (20%) of the Percentage Interests, or by the Managing Member. All meetings of the Members shall be held at the principal office of the Company or at such other place, within or without the Commonwealth of Pennsylvania, as shall be designated from time to time by the Members and stated in the notice of the meeting or in a duly executed waiver of the notice thereof. A Member may, at such Member’s cost and expense, participate in a meeting of the Members by means of conference telephone or similar communications equipment whereby all Members participating in the meeting can hear each other and participation in a meeting in this manner shall constitute presence in person at the meeting. All Members will reasonably cooperate to accommodate any Member’s desire to participate in a meeting by conference telephone or similar communications equipment.

(b) Quorum; Voting Requirement . The presence, in person or by proxy, of representatives of both HEK and Enterprises shall constitute a quorum for the transaction of business by the Members. If both HEK and Enterprises are not represented at a meeting, the Members represented may adjourn the meeting to a specified date not longer than ninety (90) days after such adjournment, without further notice. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted that might have been transacted at the meeting as originally noticed. The Members present at a duly convened meeting may continue to transact business until adjournment, provided a quorum remains present. Each Member shall have the right to vote in accordance with such Member’s Percentage Interest. The affirmative vote of fifty percent (50%) shall constitute a valid decision of the Members, except where a larger vote is required by the Act, the Certificate, or this Agreement.

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(c) Proxies . At any meeting of the Members, every Member having the right to vote thereat shall be entitled to vote in person or by proxy appointed by an instrument in writing signed by such Member and bearing a date not more than one (1) year prior to such meeting.

(d) Consent, Approval, Decision or Other Action Without a Meeting . Any consent, approval, decision or other action required or permitted to be taken all or any particular Members of the Company, as contemplated in this Agreement or required by the Act or other applicable law, may be taken without a meeting, without prior notice to any Members and without a vote, if one or more written consents setting forth the consent, approval, decision or other action to be taken shall be signed by Members holding such number of Membership Units, or be signed by such particular Members that constitute the vote required in order for such consent, approval, decision or other action to be validly taken as contemplated in this Agreement or as required by the Act or other applicable law. Such consent, approval, decision or other action shall be delivered to the Managing Member by hand or by certified or registered mail, return receipt requested, for filing with the Company records. Action taken under this Section 6.2(d) shall be effective when all necessary Members have signed a consent, approval, decision or other action, unless the consent, approval, decision or other action specifies a different effective date.

(e) Notice of Meetings . Written notice stating the place, day, hour and the purpose for which the meeting is called shall be given, not less than three (3) days nor more than sixty (60) days before the date of the meeting, by or at the direction of the Members or Managing Member calling the meeting, to each Member entitled to vote at such meeting. “ Notice ” and “ call ” with respect to such meetings shall be deemed to be synonymous. A Member’s attendance at a meeting:

(i) Waives objection to lack of notice or defective notice of the meeting, unless such Member, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting; and

(ii) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the notice of meeting, unless such Member objects to considering the matter when it is presented.

(f) Waiver of Notice . When any notice is required to be given to any Member of the Company hereunder, a waiver thereof in writing signed by the Person entitled to such notice, whether before, at, or after the time stated therein, shall be equivalent to the giving of such notice.

(g) Voting by Certain Holders . In the case of a Member that is a corporation, its Membership Units may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. In the case of a Member that is a general or limited partnership, its Membership Units may be voted, in person or by proxy, by such Person as is designated by such Member. In the case of a Member that is another limited liability company, its Membership Units may be voted, in person or by proxy, by such Person as is designated by the operating agreement of such other limited liability company, or, in the absence of such designation, by such Person as is designated by the limited liability company.

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6.3 Record Dates . For the purpose of determining (a) Members entitled to notice of or to vote at, any meeting of Members, (b) Members (or their successors-in-interest) entitled to receive payment of any distribution, or (c) the identity of Members (or their successors-in-interest) for any other purpose, the date on which notice of the meeting is mailed, or on which the declaration of such distribution is adopted, as the case may be, shall be the record date for such determination. When a determination of Members entitled to vote at any meeting has been made as provided in this Section 6.3 , the determination shall apply to any adjournment of the meeting. The record date for determining Members entitled to take action without a meeting pursuant to Section 6.2(d) shall be the date the first Member signs the applicable written consent, approval, decision, or other action.

6.4 No Appraisal or Dissenters’ Rights . No Member shall have any appraisal rights or dissenters’ rights with respect to any merger, consolidation, conversion or dissolution of the Company, any sale of assets by the Company or any amendment to this Agreement, the Members’ rights with respect to such matters being limited to those rights, if any, expressly set forth in this Agreement.

6.5 Execution of Documents Filed with Secretary of the Commonwealth of Pennsylvania . Any Officers or other Persons designated from time to time by the Managing Member shall be authorized to execute and file with the Secretary of the Commonwealth of Pennsylvania any document permitted or required by the Act. Such documents shall be executed and filed only after the Managing Member, or the Members to the extent applicable, have approved or consented to such action in the manner provided herein.

6.6 Limitation of Liability; Indemnification .

(a) Limitation . Except as set forth in Section 6.6(c) herein, no Person shall be liable to the Company or its Members for any loss, damage, liability or expense suffered by the Company or its Members on account of any action taken or omitted to be taken by such Person as a Member or Officer of the Company or by such Person while serving at the request of the Company as a director, manager, or in any other comparable position of any other enterprise, if such Person acted in good faith, and such act or omission did not constitute fraud or gross negligence, and, with respect to any criminal action or proceeding, such Person had no reasonable cause to believe that such Person’s conduct was unlawful. Each Member shall be liable to the Company and to the other Members for any and all losses, costs, and expenses (including reasonable attorneys’ fees) incurred by the Company or such other Members as a result of any material breach by such Member of any terms or provisions of this Agreement after prior written notice thereof and reasonable opportunity to cure. Notwithstanding any provision to the contrary at law or in equity, a Member or Officer does not violate any duty or obligation to the Company merely because such Member’s or Officer’s conduct furthers the Member’s or Officer’s own interests, provided that such Member or Officer otherwise complied with all limitations, restrictions, and other requirements of this Agreement.

(b) Right to Indemnification . Except for any losses, claims, damages, liabilities, obligations, deficiencies, demands, suits, actions, causes of action, assessments, judgments, fines, surcharges, tax penalties, settlements, civil penalties, losses, costs and expenses (including reasonable attorneys’ fees) and other amounts arising from any and all claims, demands, actions, suits, or proceedings (hereinafter individually a “ Loss ” and collectively “ Losses ”), suffered or incurred by Enterprises relating to or arising out of (A) liabilities of the Company prior to the date hereof, except for those liabilities that are specifically assumed by the Company pursuant to the Asset Contribution Agreement, (B) in connection with any assets that Enterprise transferred to the Company that existed on or prior to the date of this Agreement, except for those liabilities that are specifically assumed by the Company pursuant to the Asset Contribution Agreement; or (C)

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result from or arise out of operation of the Company prior to the date hereof, except for those liabilities that are specifically assumed by the Company pursuant to the Asset Contribution Agreement, the Company shall indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Company or by third parties) by reason of the fact that such Person is or was a Member or Officer of the Company or of any subsidiary of the Company against all liabilities and expenses, including judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Company shall not be required to indemnify or advance expenses to any Person from or on account of such Person’s conduct that is finally adjudged to have been not in good faith or constituted fraud, gross negligence or intentional wrongful acts, or, with respect to any criminal action or proceeding, if such Person had reasonable cause to believe that such Person’s conduct was unlawful; provided, further, that the Company shall not be required to indemnify or advance expenses hereunder to any Person in connection with an action, suit or proceeding initiated by such Person unless the initiation of such action, suit or proceeding was authorized in advance by the Managing Member; provided, however, that a Member or Officer shall be indemnified hereunder only for those actions taken or omitted to be taken by such Member or Officer in the exercise or discharge of such Member’s or Officer’s rights or obligations with respect to the management of the business and affairs of the Company or of any subsidiary of the Company.

(c) Special Indemnification . Enterprises covenants and agrees to indemnify, defend and hold harmless, HEK to the fullest extent permitted by law, from and against any and all losses, claims, damages, liabilities, obligations, deficiencies, demands, suits, actions, causes of action, assessments, judgments, fines, surcharges, tax penalties, settlements, civil penalties, losses, costs and expenses (including reasonable attorneys’ fees) and other amounts arising from any and all claims, demands, actions, suits, or proceedings (hereinafter individually a “ Loss ” and collectively “ Losses ”) suffered or incurred by HEK to the extent such Losses: (i) relate to or arise out of (A) liabilities of the Company prior to the date hereof, except for those liabilities that are specifically assumed by the Company pursuant to the Asset Contribution Agreement, or (B) in connection with any assets that Enterprise transferred to the Company that existed on or prior to the date of this Agreement; (ii) result from or arise out of operation of the Company prior to the date hereof, except for those liabilities that are specifically assumed by the Company pursuant to the Asset Contribution Agreement; or (iii) result from or arise our of any breach of any representation or warranty made by Enterprises under this Agreement. The right to indemnification under this Section 6.6(c) shall be subject to all of the following limitations:

(i) HEK shall have no right to indemnification under Section 6.6(c) hereof until the aggregate amount of all Losses exceeds Fifty Thousand and 00/100 Dollars ($50,000.00), in which event Enterprises shall be required to pay or be liable for all such Losses from the first dollar of Loss;

(ii) HEK shall not be indemnified pursuant to Section 6.6(c) for any Losses, if the aggregate of all such Losses for which HEK has received indemnification pursuant to Section 6.6(c) has exceeded One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00).

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(iii) The amount of any Losses for which indemnification is provided under Section 6.6(c) hereof shall be net of any insurance proceeds received by HEK; and

(iv) All indemnification obligations under Section 6.1 shall terminate and have no legal force or effect eighteen (18) months after the Closing.

(d) Enforcement of Indemnification . In the event the Company refuses to indemnify any Person who may be entitled to be indemnified or to have expenses advanced under this Section 6.6 , such Person shall have the right to maintain an action in any court of competent jurisdiction against the Company to determine whether or not such Person is entitled to such indemnification or advancement of expenses hereunder. If such court action is successful and the Person is determined to be entitled to such indemnification or advancement of expenses, such Person shall be reimbursed by the Company for all fees and expenses (including attorneys’ fees) actually and reasonably incurred in connection with any such action (including the investigation, defense, settlement or appeal of such action).

(e) Advancement of Expenses . Expenses (including attorneys’ fees) reasonably incurred by a Member or Officer in defending an action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate, shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member or Officer to repay such amount if it shall ultimately be determined that such Person is not entitled to indemnification by the Company. In no event shall any advance be made in instances where the Managing Member reasonably determines that such Person would not be entitled to indemnification hereunder.

(f) Non-Exclusivity . The indemnification and the advancement of expenses provided by this Section 6.6 shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, or any agreement, vote of the Managing Member, policy of insurance or otherwise, both as to action in their official capacity and as to action in another capacity while holding their respective offices, and shall not limit in any way any right that the Company may have to make additional indemnifications with respect to the same or different Persons or classes of Persons. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 6.6 shall continue as to a Person who has ceased to be a Member or Officer of the Company or of any subsidiary of the Company, and shall inure to the benefit of the heirs, executors and administrators of such Person, with respect to any act taken or the failure to take any act by such Person while serving as a Member or Officer of the Company or of any subsidiary of the Company or with respect to any action, suit or proceeding with respect to such act or failure to act filed after such Person has ceased to be a Member or Officer of the Company or of any subsidiary of the Company.

(g) Insurance . Upon the approval of the Managing Member, the Company may purchase and maintain insurance on behalf of any Person who is or was a Member or Officer, or other representative of the Company or of any subsidiary of the Company, or is or was serving at the request of the Company as a director, manager, or in any other comparable position of the Company or any affiliate or subsidiary thereof, against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, whether or not the Company would have the power, or the obligation, to indemnify such Person against such liability under the provisions of this Section 6.6 .

(h) Amendment and Vesting of Rights. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 6.6 shall not be amended or repealed and

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the rights to indemnification and advancement of expenses created hereunder shall not be changed, altered or terminated except with the approval of the Managing Member. The rights granted or created hereby shall be vested in each of HEK and Enterprises to the extent entitled to indemnification hereunder as a bargained-for, contractual condition of such applicable Person’s serving or having served as a Member or Officer of the Company or of any subsidiary of the Company or serving at the request of the Company as a director, manager, or in any other comparable position of the Company or an affiliate or subsidiary thereof, and while this Section 6.6 may be amended or repealed, no such amendment or repeal shall release, terminate or adversely affect the rights of HEK and/or Enterprises under this Section 6.6 with respect to any act taken or the failure to take any act by such Person prior to such amendment or repeal or with respect to any action, suit or proceeding with respect to such act or failure to act filed after such amendment or repeal.

(i) Severability. If any provision of this Section 6.6 or the application of any such provision to any Person or circumstance is held invalid, illegal or unenforceable for any reason whatsoever, the remaining provisions of this Section 6.6 and the application of such provision to other Persons or circumstances shall not be affected thereby and, to the fullest extent possible, the court finding such provision invalid, illegal or unenforceable shall modify and construe the provision so as to render it valid and enforceable as against all Persons and to give the maximum possible protection to Persons subject to indemnification hereby within the bounds of validity, legality and enforceability. Without limiting the generality of the foregoing, if any Member or Officer of the Company or of any subsidiary of the Company, is entitled under any provision of this Section 6.6 to indemnification by the Company for some or a portion of the judgments, amounts paid in settlement, attorneys’ fees, ERISA excise taxes or penalties, fines or other expenses actually and reasonably incurred by any such Person in connection with any threatened, pending or completed action, suit or proceeding (including the investigation, defense, settlement or appeal of such action, suit or proceeding), whether civil, criminal, administrative, investigative or appellate, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify such Person for the portion thereof to which such Person is entitled.

(j) Definitions. For purposes of this Section 6.6 , references to:

(i) The “ Company ” shall include, in addition to the resulting or surviving limited liability company (or other entity), any constituent limited liability company (or other entity) (including any constituent of a constituent) absorbed in a consolidation or merger so that any Person who is or was a member or manager or director of such constituent limited liability company (or other entity), or is or was serving at the request of such constituent limited liability company (or other entity) as a director, manager, or in any other comparable position of any other enterprise shall stand in the same position under the provisions of this Section 6.6 with respect to the resulting or surviving limited liability company (or other entity) as such Person would if such Person had served the resulting or surviving limited liability company (or other entity) in the same capacity;

(ii) “ fines ” shall include any excise taxes assessed against a Person with respect to an employee benefit plan;

(iii) “ defense ” shall include investigations of any threatened, pending or completed action, suit or proceeding as well as appeals thereof and shall also include any defensive assertion of a cross-claim or counterclaim; and

(iv) “ serving at the request of the Company ” shall include any service as a director, manager or in any other comparable position that imposes duties on, or involves services by, a Person with respect to an employee benefit plan, its participants, or beneficiaries; and a Person who acted in good faith and in a manner such Person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted “in the best interest of the Company” as referred to in this Section 6.6 .

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6.7 Related Party Contracts or Transactions . No contract or transaction between the Company and one of its Members or Officers, or between the Company and any Person that is an Affiliate of any of its Members or Officer (each a “ Related Party Contract ”) shall be entered into without the prior approval of all of the Members, acting unanimously; provided , that no such approval shall be required for (a) HEK, or any Affiliate of HEK, to provide: (i) support services in respect of the Company’s accounting, tax, human resources, legal and similar operational support services, in accordance with the terms and conditions of the Management Services Agreement (as defined in the Membership Interest Purchase Agreement); or (ii) water transportation services as required by the Company, in each case, on an arms’ length basis; or (b) Enterprises or any Affiliate of Enterprises, from entering into a consulting or lease arrangement providing the services of its employees to the Company None of the foregoing services shall be considered Capital Contributions.

6.8 Other Business Ventures and Confidential Information .

(a) Subject to the express provisions of this Section 6.8 , any Member may engage in, or possess an interest in, other business ventures of every nature and description, independently or with others, and neither the Company nor the Members shall have any right by virtue of this Agreement in or to such other business ventures or to the income, gains, profits, losses, deductions or credits derived therefrom, and no Member (or the members or Affiliates of any Member) shall have any obligation to advise the Company or any Member of, or otherwise present or offer to the Company or any Member, any business opportunities that such Member may desire to invest in or otherwise pursue or be involved with, provided, however, that:

(i) Enterprises covenants and agrees that, during the time that Enterprises is a Member of the Company, Enterprises shall not, directly or indirectly, as an owner, shareholder, officer, director, partner, member, manager, principal, joint venturer, employer, employee, associate, consultant, independent contractor, representative, or agent, or in any other position or otherwise through the efforts of any Affiliate or other third party, engage or participate in, or have any financial or other interest in, any waste water treatment plant in West Virginia, Ohio, Pennsylvania, Louisiana or Texas) (the “ Restricted Business ”) (subject however to Section 6.7 above);

(ii) Enterprises covenants and agrees that, during the time Enterprises is a Member of (or otherwise holds any Membership Units of) the Company, Enterprises shall not, directly or indirectly, entice or induce, or in any manner influence, any Person who is or shall be in the employ or service of the Company, any other Member or an Affiliate of any other Member, to leave such employ or service or to otherwise terminate or limit their business relationship with the Company, any other Member or an Affiliate of any other Member, or aid or assist any other Person in doing any of the aforesaid acts; and

(iii) for the avoidance of doubt, it is the intent of the Parties that Enterprises may freely compete with the Company and the Members of the Company in any line of business other than the Restricted Business.

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(b) In addition, the Company shall not directly, by or through its Managing Member or any other Member, entice or induce, or in any manner influence, any Person who is or shall be in the employ or service of a Member or an Affiliate of a Member, to leave such employ or service or to otherwise terminate or limit their business relationship with such Member or Affiliate, which restriction shall continue with respect to a Member or Affiliate for so long as such Member remains a Member of the Company and for a period of two (2) years thereafter.

(c) For purposes hereof, the term “ Confidential Information ” shall mean all information, whether or not reduced to writing, used by or belonging to or relating to the Company, which is not generally known to the public or to the industry in which the Company is or may become engaged, including past, present or future business or trade secrets, formulas, fee lists, methods, policies, standards, manuals, handbooks, business strategies, records, samples, reports, technology, computer hardware and software, customer or client lists, financial or proprietary information, and all financial and other information, knowledge or data of any kind or character relating to the business of the Company, and all copies and duplications of any such information. Confidential Information does not include information that a recipient can conclusively establish: (i) is or subsequently becomes publicly available without such recipient’s breach of any obligation owed to the Company or its Affiliates; (ii) became known to such recipient prior to disclosure of such information by the Company or its Affiliates to such recipient without such recipient’s breach of any obligation owed to the Company or its Affiliates; (iii) became known to such recipient from a source other than the Company or its Affiliates other than by the breach of an obligation of confidentiality owed to the Company or its Affiliates; or (iv) is independently developed by such recipient without the use of any Confidential Information of the Company or its Affiliates.

(d) Each Member hereby recognizes that the Confidential Information constitutes a valuable trade secret of the Company and is the exclusive property of the Company. Consequently, each Member specifically agrees that (i) such Member or Managing Member shall not at any time directly or indirectly communicate, divulge, disclose, or make available any Confidential Information to any Person, nor use any Confidential Information for any reason or purpose, either for the benefit of such Member or for the benefit of any other Person, except (A) upon the express written authorization of the Managing Member with the approval of all of the Members, (B) to such Member’s accountants, attorneys, or other professional advisors or lenders or prospective transferees of such Member’s Membership Units, who understand and agree to maintain the confidentiality of any Confidential Information disclosed to them and not use any such Confidential Information contrary to the provisions of this Agreement, or (C) to the extent required by law or judicial process, provided that the Company is given reasonable notice thereof and an opportunity to seek such protective orders as the Managing Member or all of the Members may deem appropriate, or (D) pursuant to a confidentiality agreement approved by the Managing Member and signed by the recipient of such information; and (ii) whenever the Company shall request, such Member shall promptly deliver to the Company any and all Confidential Information in the possession or under the control of such Member and not retain any copies thereof or extracts therefrom.

(e) Each Member acknowledges and agrees that the restrictions contained in this Section 6.8 are reasonable and necessary to protect the legitimate business interests of the Company, and that any violation of such provisions will result in irreparable injury to the

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Company, and each Member agrees that in the event of any actual or threatened violation by such Member of any such provisions, the Company shall be entitled to temporary, preliminary, and permanent injunctive relief, without the necessity of providing bond in excess of One Thousand Dollars ($1,000) in any action seeking to obtain such relief, an equitable accounting of all earnings, profits, and other benefits arising from such violation, and other actual damages, which rights and remedies shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled hereunder, at law or in equity, or otherwise. In the event of any actual or threatened violation by a Member of any provision hereof, such Member shall pay the Company’s reasonable attorneys’ fees, court costs, and other expenses incurred in enforcing the provisions hereof. It is expressly understood and agreed that, although each Member and the Company consider the restrictions contained herein to be reasonable for the purposes set forth herein, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction or provision contained herein is an unreasonable or otherwise unenforceable restriction or provision, neither this Agreement nor the provisions hereof shall be rendered void, but shall be deemed amended to apply as to such extent as such court may judicially determine or indicate to be reasonable or, if such court does not so determine or indicate, to the maximum extent which any pertinent statute or judicial decision may indicate to be a reasonable restriction under the circumstances involved. Except as provided in the immediately preceding sentence, if a final judicial determination is made that any provision of this Agreement is an unenforceable, invalid or illegal restriction against a Member, the provisions hereof shall be rendered void only in such jurisdiction and only to the extent that such judicial determination finds such provisions unenforceable, invalid or illegal, and the enforceability, validity, and legality of the remainder of this Agreement shall not be affected. The provisions hereof are in addition to, and not in substitution of, any other agreements of a Member with respect to confidentiality, non-competition, or other restrictive covenants.

(f) The Members acknowledge and agree that the foregoing restrictions in this Section 6.8 shall run to, and be enforceable by, any transferee of all or substantially all of the assets of the Company or applicable Member, in which event references in this Section 6.8 shall be deemed references to such transferee, but only with respect to those business activities engaged in by the Company or applicable Member that are continued in whole or in part by such transferee, and only to the extent that continuation of such restrictions are expressly provided for in the documentation relating to such transfer.

(g) Each Member and its Affiliates will be the sole owners of their applicable trade names, patents, trademarks, copyrights, trade secrets, data, methodologies, technologies, procedures, concepts, ideas or other similar proprietary rights (collectively, “ Intellectual Property ”), regardless of whether any such Intellectual Property is furnished for use by the Company, unless the applicable Member and the Company agree otherwise in writing.

ARTICLE VII - REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1 Covenants, Representations and Warranties of All Members . Each of the Members do hereby covenant, warrant and represent to each other, that, as of the date of this Agreement:

(a) Each of the Members have all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby;

(b) All acts and other proceedings required to be taken by each of the Members to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and properly taken;

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(c) This Agreement has been duly executed and delivered by each of the Members and constitutes the valid and binding obligation of each Member, enforceable against each of them in accordance with its terms, except as may be limited by Bankruptcy, insolvency and other similar laws and general equitable principles;

(d) Each of the Members have obtained all approvals and consents required to be obtained by it in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby from all governmental authorities having any approval rights with respect thereto, and all Persons having consent rights, such that the failure to consent would have a material, adverse effect on the Company or its assets;

(e) Members shall work in good faith to reach the capacity of the Plant under the Business Plan under a mix of long-term, short-term and spot contracts with customers (which contracts shall be approved as part of the Business Plan).

ARTICLE VIII ACCOUNTING AND BANK ACCOUNTS

8.1 Fiscal Year. The Fiscal Year and taxable year of the Company shall end on December 31 of each year, unless a different year is required by the Code or approved by a Managing Member.

8.2 Books and Records .

(a) At all times during the existence of the Company, the Company shall cause to be maintained full and accurate books of account, which shall reflect all Company transactions and be appropriate and adequate for the Company’s business. The books and records of the Company shall be maintained at the principal office of the Company, or such other location(s) as the Managing Member may determine from time to time.

(b) Members, through their legal, accounting or other representatives, shall have the right during normal business hours, at their own expense and upon reasonable prior notice to the Company or the Managing Member, to inspect and audit (and to make copies thereof at their expense) the books and records of the Company at the Company’s principal offices, to visit and inspect any of the properties of the Company or any of its subsidiaries, and to discuss the affairs, finances and accounts of the Company or any of its subsidiaries with the Managing Member and the Company’s accountants, and, with the approval of the Managing Member (which approval shall not be unreasonably withheld), its contractors, employees, suppliers, and vendors, and to review such information as is reasonably requested, all at such reasonable times and as often as may be reasonably requested.

8.3 Information . The Managing Member shall cause to be prepared and furnished to each of the Members the following reports and financial information in accordance with the following:

(a) within one hundred and twenty (120) days after the end of each Fiscal Year, a balance sheet, an income statement, and a statement of changes in Members’ capital of the Company for, or as of the end of, that year. The financial statements are to be prepared in accordance with generally accepted accounting principles, consistently applied in accordance with accounting principles generally employed for accrual-basis records. The Managing Member also may cause to be prepared or delivered such other reports as it may deem appropriate, including having the financial statements certified by a recognized firm of certified public accountants. In the event that HEK requests as a Member or as Managing Member audited

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financial statements, then in such event, HEK shall pay the cost of such audited financial statements. The Company shall bear the costs of all these reports. The Members acknowledge that (i) the Managing Member’s obligations hereunder are not to guaranty timely delivery of audited financial statements or similar third-party work product (provided, however, that the Managing Member shall use their commercially reasonable efforts to cause any auditor or other third party to be timely with such deliveries), and (ii) the failure of the auditor or another third party to make such delivery shall not itself constitute a default or breach hereunder by the Managing Member; and

(b) within thirty (30) days after completion of the financial statements referred to in Section 8.3(a) , and by ninety (90) calendar days following the end of the Company’s fiscal year at the latest, there shall be prepared and delivered to each Member all information with respect to the Company reasonably necessary for the preparation of the Members’ U.S. federal and state income tax returns for the immediately preceding calendar year.

8.4 Partnership Status for Income Tax Purposes . The Members intend that the Company shall be treated as a partnership for U.S. federal, state and local income tax purposes, and the Company shall not elect to be treated as an association taxable as a corporation for U.S. federal, state or local income tax purposes under Treasury Regulation § 301.7701-3 or under any corresponding provision of state or local law. Each Member and the Company shall file all tax returns consistent with such treatment. This characterization, solely for such tax purposes, does not create or imply a general partnership among the Members for state law or any other purpose.

8.5 Bank Accounts . All funds of the Company shall be deposited in a separate bank, money market or similar account(s) approved by the Managing Member and in the Company’s name. Withdrawals therefrom shall be made only by Persons authorized in writing to do so by the Managing Member.

ARTICLE IX - TRANSFERS OF MEMBERSHIP UNITS AND EVENTS OF WITHDRAWAL

9.1 General Restrictions . Except as expressly provided in this Agreement, no Member may Transfer all or any part of such Member’s Membership Units. Any purported Transfer of a Member’s Membership Units in violation of the terms of this Agreement shall be null and void and of no effect, and shall be deemed an Event of Withdrawal with respect to such Member. A permitted Transfer shall be effective as of the date specified in the instruments relating thereto.

9.2 Permitted Transfers . Each Member shall have the right to Transfer, by a written instrument approved by all of the Members wherein the transferee shall agree with the Company to be subject to all of the terms and provisions of this Agreement to the same extent and in the same manner as the transferring Member, all or any part of such Member’s Membership Units in any Permitted Transfer. In addition, HEK shall have the right to Transfer all or any part of its Membership Units, in connection with an obligation under any of HEK’s outstanding financing commitments as in effect, from time to time during the Term; provided , however, that prior to a foreclosure or other exercise of remedies by HEK’s lenders under its current Credit Agreement with Wells Fargo Bank, National Association as administrative agent, and the lenders thereto dated April 10, 2012, HEK shall retain the voting and decision making power vested in HEK as a Member of the Company. A transferee who acquires a Membership Unit from a Member pursuant to a Permitted Transfer shall be substituted as a Member in place of the transferor and shall be subject to the restrictions and liabilities of a Member under this Agreement and the Act.

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9.3 Additional Members and Membership Units . Additional Members may be admitted to the Company by issuance of additional Membership Unit(s) only upon approval by the Managing Member and all of the Members. Whenever any additional Member is admitted to the Company upon issuance of any additional Membership Unit(s), in accordance with this Section 9.3 , the Percentage Interest of each Member outstanding immediately prior to such admission or issuance shall be decreased proportionately, as appropriate, to maintain the aggregate Percentage Interests of the Members at one hundred percent (100%).

9.4 Redemption of Membership Units . Any Membership Unit may be redeemed by the Company, by purchase or otherwise, upon the consent of the holder of such Membership Unit and of the Managing Member and all of the other Members, or otherwise pursuant to any purchase option exercised by the Company in accordance with this Agreement. Whenever any Membership Unit is redeemed by the Company, the Percentage Interest of each Member outstanding immediately following such redemption shall be increased proportionately, as appropriate, to maintain the aggregate Percentage Interests of the Members at one hundred percent (100%).

9.5 Determination of Agreed Value .

(a) For purposes of determining the Agreed Value of any Membership Units for purposes of this ARTICLE IX the Agreed Value of such Membership Units, based on the fair value of the Company multiplied by the Percentage Interest (expressed as a fraction) represented by such Membership Units, shall be determined by an independent certified public accounting firm (a “ Valuation Expert ”) selected by the Managing Member on behalf of the Company with the approval of Enterprises (so long as HEK is the Managing Member), which approval shall not be unreasonably withheld or delayed. The Company shall endeavor after the occurrence of an event which causes any Membership Units to be valued under this Section 9.5 (a “ Valuation Event ”) to cause such Valuation Expert to determine the Agreed Value of such Membership Units in a reasonably prompt manner. If the Person selling the applicable Membership Units disagrees with the Agreed Value as determined under this Section 9.5 , such Person shall be entitled to object to such valuation by providing written notice to the Company and all other Members within fifteen (15) days after such Person has been notified in writing of such Agreed Value, in which event such Person shall obtain, at such Person’s cost, a valuation from another Valuation Expert chosen by such Person. If the Agreed Value as determined by the Company’s Valuation Expert and the Agreed Value as determined by the selling Person’s Valuation Expert differ by less than five percent (5%), then the value as established by the Company’s Valuation Expert shall control and shall be the final Agreed Value for purposes of the redemption or purchase of the applicable Membership Units. If the Agreed Value as determined by the selling Person’s Valuation Expert exceeds the Agreed Value determined by the Company’s Valuation Expert by more than five percent (5%), the Managing Member (with the approval of Enterprises so long as HEK is the Managing Member, provided Enterprises is not the selling Person) shall on behalf of the Company either agree with the selling Person to set the Agreed Value at an amount between the Agreed Value as determined by the selling Person’s Valuation Expert and the Agreed Value as determined by the Company’s Valuation Expert, or, if any Member other than the selling Person so requires by written notice to the Managing Member, notify the two Valuation Experts that they are to select a third Valuation Expert to review the valuation reports and establish another Agreed Value. The Agreed Value established by the third Valuation Expert shall be not less than the lowest Agreed Value theretofore established for the applicable Valuation Event and not higher than the highest Agreed Value theretofore established for the applicable Valuation Event and shall constitute the final non-appealable Agreed Value for purposes of the applicable Valuation Event.

(b) The Managing Member and the applicable selling Person may also, in their discretion, subject to the written approval of all Members, negotiate and agree to an Agreed Value for the applicable Membership Units. In the event the Agreed Value as determined for an applicable Valuation Event is a negative number, the Agreed Value shall be deemed to be equal to One Dollar ($1.00) for purposes of such Valuation Event.

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9.6 Events of Withdrawal . A Member ceases to be a Member of the Company and shall be deemed a Withdrawn Member upon the occurrence of any of the following events (an “ Event of Withdrawal ”):

(a) Such Member purports to Transfer all or any part of such Member’s Membership Units in violation of the terms of this Agreement;

(b) A Member:

(i) Makes a general assignment for the benefit of creditors;

(ii) Is the subject of a Bankruptcy;

(iii) Files a petition or answer seeking for such Member any reorganization, arrangement, composition, readjustment, liquidation, or similar relief under any statute, law or regulation or files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Member in a proceeding of such nature; or

(iv) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator for such Member or of all or any substantial part of such Member’s property; or

(i) Such Member’s death; or

(ii) The entry by a court of competent jurisdiction adjudicating such Member incapacitated to manage such Member’s person or estate.

Upon the occurrence of an Event of Withdrawal, the Company shall not be dissolved and the Member with respect to whom the Event of Withdrawal has occurred, or the Person succeeding to the Membership Units of the Member with respect to whom an Event of Withdrawal has occurred, as the case may be, shall thereafter, unless acquiring Membership Units pursuant to a Permitted Transfer or admitted as a additional Member, have no right to vote as a Member, to grant or require any consents or approvals under this Agreement or the Act, or to otherwise participate in the management of the business and affairs of the Company as a Member; provided, however, that, the Member with respect to whom the Event of Withdrawal has occurred, or the Person succeeding to the Membership Units of the Member with respect to whom an Event of Withdrawal has occurred, shall, in lieu of any rights that such Member, or such Person, may have to receive the fair value of such Member’s Membership Units as provided by the Act, be entitled to distributions and allocations of the Company, as provided in ARTICLE V hereof, attributable to the Membership Units of the Member with respect to whom an Event of Withdrawal has occurred, and provided further, however, that the foregoing limitations shall not apply with respect to a Permitted Transfer pursuant to Section 9.2 hereof and, in addition, the foregoing limitations are subject also to the provisions of Section 9.7 hereof.

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9.7 Purchase Upon Event of Withdrawal . In the event that an Event of Withdrawal occurs with respect to any Member and such Member has therefore become a Withdrawn Member as provided in Section 9.6 , then the Managing Member shall give written notice (an “ Option Notice ”) of such Event of Withdrawal to all remaining Members within (30) days following the date on which the Managing Member acquires actual knowledge of such Event of Withdrawal, and the Company shall have certain options in accordance with the following:

(a) The Company shall have the option, exercisable by the Company, at the direction of the Managing Member, upon written notice to the Withdrawn Member at any time during the 30-day period (the “ Company Option Period ”) immediately following the giving of the Option Notice, to purchase and redeem all of the Withdrawn Member’s Membership Units for a purchase price equal to the Agreed Value of the Withdrawn Member’s Membership Units (prorated to reflect the number of Membership Units being purchased).

(b) The closing of any purchase of a Withdrawn Member’s Membership Units pursuant to this Section 9.7 shall take place at 10:00 a.m. at the Company’s principal office on the thirtieth (30th) Business Day after delivery of the notice exercising the Company’s option pursuant to this Section 9.7 (or such later date as the Agreed Value is determined pursuant to Section 9.5 hereof). At and as of any such closing of the purchase of a Withdrawn Member’s Membership Units:

(i) The Withdrawn Member shall assign, transfer, and convey to the Company the applicable Withdrawn Member’s Membership Units that are the subject of such purchase, free and clear of all liens, pledges, security interests, claims and encumbrances, and shall deliver such certificates of Membership Units (if issued), documents and instruments evidencing such assignment, transfer, and conveyance as the Company may reasonably request or direct.

(ii) The Company shall purchase the applicable Withdrawn Member’s Membership Units by paying to the Withdrawn Member the applicable purchase price in the manner provided in Section 9.7(c) hereof less and subject to any withholdings or deductions previously authorized by the Withdrawn Member or required by applicable law; provided, however, that, if at the time of the closing of any purchase of a Withdrawn Member’s Membership Units, the Withdrawn Member shall be indebted to the Company, the Company may withhold from such purchase price or distribution and retain so much of the purchase price or distribution as is necessary to satisfy any such indebtedness.

(c) The purchase price for a Withdrawn Member’s Membership Units shall be paid to the Withdrawn Member in cash or by cashier’s check or other immediately available funds at closing, except that, at the option of the Company:

(i) Fifty percent (50%) of the applicable purchase price may be paid in cash or by cashier’s check or other immediately available funds within six (6) months following the date of the applicable Event of Withdrawal; and

(ii) The balance of the applicable purchase price shall be paid by delivery, at closing, of the Company’s promissory note payable to the Withdrawn Member, in five (5) equal annual installments, commencing one (1) year after the date of closing, bearing interest at the five percent (5%) per annum.

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9.8 Deadlock . In the event that, at any time, that either Enterprises or HEK has requested and has not received the approval or consent of all of the other Members (where such approval or consent is required by the terms of this Agreement), the parties agree to negotiate in good faith in an effort to resolve such dispute for a period of not less than thirty (30) days. In the event that such dispute cannot be resolved by such good faith negotiation during such time period, the failure to so resolve such dispute shall be deemed to constitute a deadlock (“ Deadlock ”). In the event that a Deadlock occurs, then HEK shall have thirty (30) days to exercise its accelerated Call Option pursuant to Section 10.6 .

9.9 Right of First Offer .

(a) If at any time a Member that is not in material default under this Agreement (a “ Selling Member ”) desires to transfer all or any part of its Membership Units (other than pursuant to a Permitted Transfer), the Selling Member shall submit a written offer (the “ Offer ”) to the other Members other than the Selling Member (the “ Remaining Members ”) to the effect that the Selling Member wishes to sell such Membership Units (the “ Offered Membership Units ”) stating the price, the number of Membership Units and other material terms upon which the Selling Member wishes to dispose of the Offered Membership Units, and offering to sell the Offered Membership Units to each Remaining Members on the terms set forth in the Offer and in accordance with this Section 9.9 .

(b) Subject to Section 9.9(c) below, each Remaining Member shall initially have the right to purchase up to that portion of the Offered Membership Units as shall be equal to the Offered Membership Units multiplied by a fraction, the numerator of which shall be the Percentage Interest of such Remaining Member and the denominator of which shall be the Percentage Interests of all of the Remaining Members. The amount of such Offered Membership Units that each Remaining Member is entitled to purchase under this Section 9.9 shall be referred to as its “ Pro Rata Fraction .”

(c) The Remaining Members shall have a right of oversubscription such that, if any Remaining Member fails to accept the Offer as to all or any portion of its Pro Rata Fraction, the other Remaining Members shall, among them, have the right to purchase up to the balance of such Offered Membership Units not so purchased. The other Remaining Members may exercise such right of oversubscription by accepting the Offer as to more than their Pro Rata Fraction. If, as a result thereof, such oversubscriptions exceed the total number of the Offered Membership Units available in respect of such oversubscription privilege, the oversubscribing Remaining Members shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their respective Pro Rata Fractions or as they may otherwise agree among themselves.

(d) Those Remaining Members who elect to purchase the Offered Membership Units shall provide written notice of their election to the Company and the Selling Member within thirty (30) days of the date the Offer was made (the “ ROFO Election Period ”). Such communications shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Offered Membership Units. Sales of such Offered Membership Units to be sold to the Remaining Members pursuant to this Section 9.9 shall be made at the offices of the Company within sixty (60) days following the date the Offer was made. For the avoidance of doubt, while there shall be only two Members of the Company, the one Remaining Member may only purchase all, but not less than all, the Offered Membership Units pursuant to this Section 9.9 .

(e) If the Remaining Members do not elect to purchase all of the Offered Membership Units, then the Selling Member may sell all of the Offered Membership Units at any time within one hundred twenty (120) days after the ROFO Election Period. Such sale may be to any Person, at not less than the price and upon substantially similar other terms and conditions, if any, not more favorable to such Person than those specified in the Offer. If the Offered Membership Units are sold pursuant to this Section 9.9 to any purchaser who is not a party to this Agreement, the purchaser of such Offered Membership Units (i) shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Membership Units, (ii) any Offered Membership Units sold to such purchaser shall continue to be subject to the provisions of this Agreement, and (iii) such purchaser shall be required to demonstrate to the Managing Member, in their sole discretion, that such purchaser has the financial ability to fund any required Capital Contributions associated with such Offered Membership Units.

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9.10 Tag-Along Rights .

(a) If any Member(s) desires to sell ten percent (10%) or more of its Membership Units to any Person or group of Persons acting in concert in a bona fide transaction for valid consideration other than a Permitted Transfer (a “ Sale ”), the Members participating in such Sale (the “ Transferors ”) must give written notice of such Sale (the “ Co-Sale Notice ”) to the other Members not less than thirty (30) days prior to the Sale, which Co-Sale Notice must include all terms and conditions of such proposed sale, including the identity of and reasonable background information regarding the proposed transferor(s).

(b) Any other Member may, within fifteen (15) days of the receipt of a Co-Sale Notice, give written notice (each a “ Tag-Along Notice ”) to such Transferor stating that such other members wish to participate in such proposed transaction and specifying the number of Membership Units such Members desire to include in such proposed transaction. Such other Members shall only include Membership Units in the Tag-Along Notice of the same class or type (and in the same proportion) of the Membership Units being sold, transferred or assigned by such Transferors.

(c) If no other Member gives such Transferors a timely Tag-Along Notice with respect to the transaction proposed in the Co-Sale Notice, such Transferors may thereafter consummate the transaction specified in the Co-Sale Notice on terms and conditions set forth therein. If one or more other Members give such Transferors a timely Tag-Along Notice, then such Transferors shall use all reasonable efforts, but shall have no obligation, to cause the proposed transferee(s) to agree to acquire all applicable Membership Units validly identified in accordance with this Section 9.10 in all Tag-Along Notices that are timely given to such Transferor, upon the same terms and conditions as applicable to such Transferor Membership Units. If the proposed transferee(s) are unwilling or unable to acquire all Membership Units proposed to be included in such sale then, the Member who provided the applicable Co-Sale Notice, at its sole election, may either (i) cancel such Sale, or (ii) proceed to consummate such Sale with the Member who provided the applicable Co-Sale Notice and each Member that timely delivered a Tag-Along Notice each participating therein by a pro-rata sale of each parties Membership Units (in accordance with Percentage Interests) of the total amount of Membership Units such transferee is willing to acquire.

9.11 Drag-Along Rights . Subject to making an Offer and completing the procedure set forth in Section 9.9 above (Right of First Offer), if the Managing Member thereafter approves a Change in Control Transaction of the Company, each Member shall be required to consent to and raise no objections to the Change in Control Transaction and: (i) if the Change in Control Transaction is structured as a sale

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of Membership Units, each Member will agree to sell, and will sell, all of such Member’s Membership Units on the terms and conditions (including any escrow or indemnification provisions) approved by the Managing Member; (ii) if the Change in Control Transaction is structured as a merger or consolidation, each Member will vote in favor thereof and will not exercise dissenters’ rights of appraisal such Member may have under law; and (iii) if the Change in Control Transaction is structured as a sale of all or substantially all of the assets of the Company and a subsequent dissolution and liquidation of the Company, each Member will vote in favor of such sale and will vote in favor of the subsequent dissolution and liquidation of the Company. Each Member will take all necessary actions, in such Person’s capacity as a Member, in connection with consummation of the Change in Control Transaction as are reasonably requested by the Managing Member. Notwithstanding the foregoing, the provisions of this Section shall only apply to a Change in Control Transaction in which: (x) each Member participates in the Change in Control Transaction on terms not materially less favorable to such Member than the terms for other Members; and (y) all Members are to be paid for each of their Membership Units and/or other membership interest sold in the Change in Control Transaction an amount not less than the applicable Offer price pursuant to the procedure followed pursuant to Section 9.9 above.

ARTICLE X PUT AND CALL OPTION

10.1 Put Option . In accordance with the procedures set forth in Section 10.3 , HEK and Parent hereby grants Enterprises the right (such right, the “ Put Option ”) to cause Parent to purchase all (but not less than all) of the Membership Units then held by Enterprises (the “ Enterprises Units ”). Parent shall join in this Agreement solely for the purpose of granting the Put Option under this Section 10.1 .

10.2 Call Option . In accordance with the procedures set forth in Section 10.3 , and in the event that Enterprises does not exercise its Put Option, then Enterprises hereby grants HEK the right (such right, the “ Call Option ”) to purchase, all (but not less than all) of the Enterprises Units.

10.3 Exercise of Put Option and Call Option .

(a) Beginning on January 1, 2015 through December 31, 2020 (the “ Put/Call Option Period ”), during each year of the Put/Call Option Period, Enterprises shall have the right to exercise its Put Option by delivering written notice to HEK concerning its exercise (the “ Put Exercise Notice ”), which Put Exercise Notice shall be delivered no later than June 30th during any given year during the Put/Call Option Period (the date of such delivery, the “ Put Exercise Date ”).

(b) In the event that Enterprises does not exercise its Put Option by delivery of a Put Exercise Notice as set forth in Section 10.3(a) , Heckmann shall have the right to exercise its Call Option by delivering written notice to Enterprises concerning its exercise (the “ Call Exercise Notice ”), which Call Exercise Notice shall be delivered between July 1st through December 31st during any given year during the Put/Call Option Period (the date of such delivery, the “ Call Exercise Date ”).

(c) The parties agree that the Put/Call Purchase Price at which the Put Option, or the Call Option, as applicable, may be exercised, shall be adjusted during the Put/Call Option Period such that, for each successive year during the Put/Call Option Period the Put/Call Purchase Price at which the Put Option, or the Call Option, as applicable, may be exercised, shall decrease by a fraction of 1/6th, such that the Put/Call Purchase Price at which the Put Option, or the Call Option, as applicable, may be exercised, shall equal: (i) during 2015, 100% of the Put/Call Purchase Price; (ii) during 2016, 5/6th of 100% of the Put/Call Purchase Price; (iii) during 2017,

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2/3rd of 100% of the Put/Call Purchase Price; (iv) during 2018, 1/2 of 100% of the Put/Call Purchase Price; (v) during 2019, 1/3rd of 100% of the Put/Call Purchase Price; and (vi) during 2020, 1/6th of 100% of the Put/Call Purchase Price.

(d) The Put/Call Purchase Price shall be payable in the form of shares of Parent Common Stock: (i) issued under a shelf registration on Form S-4 filed with the SEC pursuant to valid and effective prospectus under Rule 424(b)(3) of the Securities Act; and (ii) valued at the Exercise Date Stock Price.

10.4 Closing .

(a) The Put/Call Closing, whichever shall occur, is to take place at the offices of HEK’s counsel, on such date as HEK and Enterprises mutually agree, no later than the date that is thirty (30) days after the Put Exercise Date or the Call Exercise Date (as the case may be).

(b) At the Put/Call Closing, (A) Enterprises shall represent and warrant to HEK that HEK is receiving good and marketable legal and beneficial title to the Enterprises Units, free and clear of any Encumbrances (other than restrictions imposed by securities laws and this Agreement), and (B) subject to the delivery by Enterprises of good and marketable legal and beneficial title to the Enterprises Units, free and clear of any Encumbrances (other than restrictions imposed by securities laws and this Agreement), HEK shall deliver the Put/Call Purchase Price to Enterprises. HEK shall deliver the Put/Call Purchase Price by delivering an aggregate number of additional shares of Parent Common Stock equal to the Put/Call Purchase Price, divided by the Exercise Date Stock Price, to Enterprises.

10.5 Further Actions by the Members . The Members shall take all necessary actions required to give effect to the provisions of this ARTICLE X including the taking of such actions as may be reasonably necessary to facilitate the Put/Call Closing.

10.6 Accelerated Put And Call Option . Notwithstanding any terms or provisions of this Agreement to the contrary, in the event that either (i) Enterprises, Parent or HEK, undertake or experience a Change in Control Transaction, the party undergoing such Change in Control Transaction must provide prompt notice of such Change in Control Transaction to the other party, at which time, the party that is not undergoing such a Change in Control Transaction (the “ Non-Changing Party ”) has thirty (30) days in which to exercise its Put Option or Call Option, as applicable, by delivering a written notice to the other party expressing such intention; (ii) HEK as a Selling Member desires to Transfer all or any part of its Membership Units (other than pursuant to a Permitted Transfer) under Section 9.9 (Right of First Offer) then during the ROFO Election Period either Enterprises or HEK may before expiration of the ROFO Election Period exercise its Put Option or Call Option, as applicable, by delivering a written notice to the other party expressing such intention; (iii) the Managing Member approves a Change in Control Transaction of the Company under Section 9.11 (Drag-Along Rights) then Enterprises or HEK has thirty (30) days after the date the Managing Member approves such Change in Control Transaction of the Company in which to exercise its Put Option or Call Option, as applicable, by delivering a written notice to the other party expressing such intention; (iv) in the event of a Deadlock, HEK has thirty (30) days to exercise its Call Option by delivering written notice to Enterprises; or (v) If HEK desires to sell ten percent (10%) or more of its Membership Units (other than a Permitted Transfer) pursuant to a Sale under Section 9.10 and Enterprises did not deliver a Tag-Along Notice then Enterprises or HEK may exercise its Put Option or Call Option, as applicable, by delivering a written notice to the other party expressing such intention. The Put/Call Purchase Price in connection with any exercise pursuant to this Section 10.6 shall be the same as provided in Section 10.3(c) , provided , however, that if any event

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triggers the rights under this Section 10.6 prior to the start of the Put Call Option Period, the Put/Call Purchase Price at which the Put Option, or the Call Option, as applicable, may be exercised under this Section 10.6 shall be 100% of the Put/Call Purchase Price. In the event of a conflict between the terms and provisions of this Section 10.6 and any other terms or provisions of this Agreement the terms and provisions of this Section 10.6 shall be deemed to control. In the event of a conflict between the terms and provisions of this Section 10.6 and any other terms or provisions of this Agreement the terms and provisions of this Section 10.6 shall be deemed to control.

ARTICLE XI DISSOLUTION AND TERMINATION

11.1 Events Causing Dissolution . The Company shall be dissolved only upon the first to occur of the following events:

(a) Upon the written determination of all of the Members to dissolve.

(b) Upon the entry of a decree of dissolution with respect to the Company by a court of competent jurisdiction.

11.2 Effect of Dissolution . Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Managing Member shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Managing Member shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefore, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 11.3 hereof, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.

11.3 Application of Proceeds . Upon dissolution and liquidation of the Company, the assets of the Company shall be applied and distributed in the order of priority set forth in Section 5.2 hereof.

ARTICLE XII - MISCELLANEOUS

12.1 Title to the Property . Title to the Property shall be held in the name of the Company. No Member shall individually have any ownership interest or rights in the Property, except indirectly by virtue of such Member’s ownership of any Membership Units. No Member shall have any right to seek or obtain a partition of the Property, nor shall any Member have the right to any specific assets of the Company upon the liquidation of or any distribution from the Company.

12.2 Nature of Membership Units in the Company . A Membership Unit shall be personal property for all purposes.

12.3 Expenses . Each Member shall pay such Member’s own costs and expenses incurred by such Member in connection with any review or negotiation of this Agreement or any other documents or matters relating to the Company.

12.4 Notices . All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (i) three (3) Business Days after it is sent by registered or certified mail, return receipt requested, postage prepaid; (ii) one day after receipt is electronically confirmed, if sent by fax ( provided ,

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that a hard copy shall be promptly sent by first class mail); or (iii) one (1) Business Day following deposit with a recognized national overnight courier service for next day delivery, charges prepaid, and, in each case, addressed to the intended recipient as set forth below:


If to Enterprises : Shallenberger Enterprises, Inc. 195 Enterprise Lane Connellsville, Pennsylvania 15425 Attn: Terrance C. Shallenberger, Jr. Fax: (724) 628-6114		With a copy to : Watson Mundorff Brooks & Sepic, LLP 720 Vanderbilt Road Connellsville, Pennsylvania 15425 Attn: Jarod A. Illar, J.D. and Charles W. Watson Fax: (724) 626-8886

If to HEK : c/o Heckmann Corporation 300 Cherrington Parkway, Suite 200 Coraopolis, Pennsylvania 15108 Attn: Damian C. Georgino, Executive Vice President Fax: (412) 291-3142		With a copy to : Reed Smith LLP 225 Fifth Avenue Pittsburgh, Pennsylvania 15222 Attention: Nicholas A. Bonarrigo Fax: (412) 288-3063

Any Member may give any notice, request, demand, claim, or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is delivered to the individual for whom it is intended. Any Member may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

12.5 Waiver of Default . No consent or waiver, express or implied, by the Company or a Member with respect to any breach or default by another Member hereunder shall be deemed or construed to be a consent or waiver with respect to any other breach or default by such Member of the same provision or any other provision of this Agreement. Failure on the part of the Company or a Member to complain of any act or failure to act of another Member or to declare such other Member in default shall not be deemed or constitute a waiver by the Company or the Member of any rights hereunder.

12.6 No Third Party Rights . None of the provisions contained in this Agreement shall be for the benefit of or enforceable by any third parties, including creditors of the Company; provided, however, the Company may enforce any rights granted to the Company under the Act, the Certificate, or this Agreement.

12.7 Entire Agreement . This Agreement, together with the Certificate, constitutes the entire agreement between the Members, in such capacity or otherwise, relative to the formation, operation and continuation of the Company.

12.8 Amendments to the Certificate or this Agreement .

(a) Except as otherwise provided herein, the Certificate and this Agreement shall not be amended in any manner other than by written approval of all of the Members at the time of such amendment.

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(b) This Agreement may be amended or restated by all of the Members, in order to reflect the modification of this Agreement to comply with the relevant tax laws.

(i) No amendment to the Certificate or this Agreement may enlarge the express obligations of a Member unless such Member agrees or consents to such amendment by written instrument signed by such Member.

(ii) No amendment to the Certificate or this Agreement may reduce the express rights of a Member unless either (A) such Member agrees or consents to such amendment by written instrument signed by such Member, or (B) such express right is afforded to all Members under the Certificate or this Agreement and such express right is reduced on a uniform basis with respect to all Members.

(iii) Any amendment to this Section 12.8 or any other provision of this Agreement requiring the affirmative vote, approval or consent of the Majority in Interest, shall require the unanimous affirmative vote or unanimous written approval or consent of all of the Members.

12.9 Severability . In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.

12.10 Binding Agreement . Subject to the restrictions on the disposition of Membership Units herein contained, the provisions of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors and permitted assigns, including, without limitation the obligations of HEK under ARTICLE X .

12.11 Headings . The headings of the Certificate and Sections of this Agreement are for convenience only and shall not be considered in construing or interpreting any of the terms or provisions hereof.

12.12 Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one agreement that is binding upon all of the parties hereto, notwithstanding that all parties are not signatories to the same counterpart.

12.13 Arbitration and Choice of Law . THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. Any controversy or claim (including whether any controversy or claim is subject to arbitration) arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association (the “ AAA ”) under its Commercial Arbitration Rules (“ Rules ”), and shall be held in Pittsburgh, Pennsylvania. Any dispute submitted for arbitration shall be referred to a panel of three arbitrators. The party or parties submitting (“ Submitting Party ”) the intention to arbitrate (the “ Submission ”) shall nominate one arbitrator. Within thirty (30) days of receipt of the Submission, the party or parties receiving the Submission (“ Answering Party ”) shall nominate one arbitrator. If the Answering Party fails to timely nominate an arbitrator, then the second arbitrator shall be appointed by the AAA in accordance with the Rules. If the arbitrator

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chosen by the Submitting Party and the arbitrator chosen by or selected for the Answering Party can agree upon a neutral arbitrator within fifteen (15) days of the choice or selection of the Answering Party’s arbitrator, then such individual shall serve as the third arbitrator. If no such agreement is reached, a third neutral arbitrator shall be appointed by the AAA in accordance with the Rules. The parties agree that they will consent to an expedited proceeding under the Rules, to the full extent the AAA can accommodate such a request. The ruling of the arbitrators shall be binding and conclusive upon all parties hereto and any other Person with an interest in the matter. The arbitration provision set forth in this Section shall be a complete defense to any suit, action or other proceeding instituted in any court regarding any controversy or claim (including whether any controversy or claim is subject to arbitration) arising out of or relating to this Agreement, or the breach thereof; provided, however, that (i) any of the parties may request any U.S. federal or state court in Pittsburgh, Pennsylvania, to provide interim injunctive relief in aid of arbitration hereunder or to prevent a violation of this Agreement pending arbitration hereunder (and any such request shall not be deemed a waiver of the obligations to arbitrate set forth in this Section), (ii) any ruling on the award rendered by the arbitrators (the “ Arbitration Ruling ”) may be entered as a final judgment in (and only in) any U.S. federal or state court in Pittsburgh, Pennsylvania (and each of the parties hereto irrevocably submits to the jurisdiction of such court for such purposes) and (iii) application may be made by a party to any court of competent jurisdiction wherever situated for enforcement of any such final judgment and the entry of whatever orders are necessary for such enforcement. In any proceeding with respect hereto, all costs and expenses (including AAA administration fees and arbitrator fees) incurred by the parties to the proceeding shall be paid by the party incurring same.

12.14 Remedies . In the event of a default by any party in the performance of any obligation undertaken in this Agreement, in addition to any other remedy available to the non-defaulting parties, the defaulting party shall pay to each of the non-defaulting parties all costs, actual damages, and expenses, including reasonable attorneys’ fees, incurred by the non-defaulting parties as a result of such default. In the event that any dispute arises with respect to the enforcement, interpretation, or application of this Agreement and arbitration or court proceedings are instituted to resolve such dispute, the parties to such proceedings shall each pay their own fees, costs and expenses related thereto, including attorneys’ fees. Notwithstanding anything to the contrary set forth in this Agreement, no Member shall be liable to any other Member for any special, consequential, incidental, or punitive damages under or in connection with this Agreement, regardless of whether such defaulting Member has been apprised of such damages and regardless of whether such liability arises from breach of contract, tort, or any other legal or equitable theory.

12.15 Conflicts and Tax Consequences . Each Member hereby acknowledges that:

(a) A conflict of interest may exist between such Member’s interests and those of the Company and the other Members and such Member has had the opportunity to seek the advice of independent legal counsel; and

(b) This Agreement has tax consequences and such Member has had the opportunity to seek the advice of independent tax counsel.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date indicated on their signature page.

[See signature pages attached hereto]

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IN WITNESS WHEREOF , the parties hereby become a party to, and accept and agree to be bound by, the Amended and Restated Limited Liability Company Agreement of Appalachian Water Services, LLC, a Pennsylvania limited liability company, dated as of September 5, 2012.


SHALLENBERGER ENTERPRISES, INC.

By:		/s/ Terrance C. Shallenberger, Jr.
Name:
Title:

HEK WATER SOLUTIONS, LLC

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

Parent joins this Agreement solely for purposes of agreeing to be bound by the provisions in Section 10.1

HECKMANN CORPORATION

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

EXHIBIT A

TREATMENT FACILITY DESCRIPTION

(See Attached)

LOGO

Marcellus Water Treatment Appalachian Water Services, LLC is a state-of-the-art wastewater treatment recycling facility specifically designed to treat and recycle water involved in the hydraulic fracturing process of Marcellus wells. Home About Us Safety Services Affiliated Companies Trucking Marcellus Water Treatment Aggregate Coal Removal and Processing Equipment Rentals Mobile Virtual Training Simulator Contact Us Photo Gallery Shallenberger Construction, Inc. 195 Enterprise Lane

Connesllsville, Pa 15425-6617 Phone: 724-628-8408 The facility broke ground in September 2009 on the banks of the monogahela river in masontown, pa,. and began operating in 2010. Located in Fayette county and within close proximity to Greene. Washington and wesmoreland counties, the plant is a central location for the majority of our clients. Wastewater from several area gas drilling wells is trucked to the facility on a daily basis where it is treated , recycled and returned to trucks the haul it back to drillers for reuse at other drill sites. Our facility reduces contaminants such as barium, sulfates, iron, strontium and bacteria from wastewater. We work closely with our clients to determine the most economically viable method to treat wastewater so that the end result meats their spacifis and individual requirements for reuse. A state of the art analytical lab inscalled and operated by Naico is also on site, naico with offices across the globe, is world leader in water hygiene and energy technologies and services that provide and protect clean water asfe food abundant energy and healthy environments the masontown facillty operated by an experienced naico lab manager provides water analysis srb analysis and atp rapid enumeration testing with in 24 hour time period. The lab is also equipped with the most up to date instrumentation for water and solids analysis. The Appalachian water services facility is approved by the Pennsylvania deparment of environmental protection to reveive and treat Marcellus shale wastewater (wqm permit no 2608201).

LOGO

Examples of what our modern facility is capable of treating: Frac water Produced water Brine water Drill water Flow back water Top-hole water FUTURE EXPANSION The plant is currently expanding to provide better service and greater options for our gas and oil clients who depend on us. Expansion will allow for better equalization of feed water to increase the efficlency of the treatment process. The expansion project will also provide easier and expanded truck access to water drop-off and retrieval locations, with direct access to the site from Route 21. Appalachian Water Services will also be able to offer fresh water for pickup at the same location treated frac water will also be available for reuse, as will a specifically designed mixture of fresh and treated water. In addition to the ongoing expansion project, Appalachian Water Services plans to further develop the wastewater treatment process and is researching advanced water treatment methods that will fully treat wastewater and yield a completely clean, environmentally-friendly product. PEATURED PROJECTS

LOGO

At Appalachain Water Service, LLC treatment plant we are confident that our treatment facility can save significant time and money for well owners and service companies. We work closely with each client to determine the most economically viable means to effectively treat frac water thereby achieving results based on the specific requirements needed for reuse.

The modern facility is capable of treating but not limited to water such as:

Frac Water

Produced Water

Brine Water

Drill Water

Flow Back Water

Top-Hole Water

LOGO

APPALACHIAN WATER SERVICES, LLC

Appalachian

SHALLENBERGER CONSTRUCTION, INC.

195 Enterprise Lane

Connesllsville, Pa 15425-6617

Phone: 724-628-8408

Fx: 734.603.3116

georgem@shallenbergerconstruction.com

tuffys@shallenbergerconstruction.com

Hill Top Stone Quarry

Dilliner, Greene County, PA

Ph: 724.943.3132

221 Site Stone Quarry

Buffalo Township

Washington County, PA

Ph: 724.249.2333

Gladesville Stone Quarry

Just South of Morgantown WV

Ph: 304.376.2831

Call for special contractor

The stone quarries manufacture stone in various sizes which can be used in building roads, production pads, and various construction projects.

Shallenberger Construction Inc. is a full-service general constructor based in Connellsville, PA. Our team is dedicated to providing our clients with high quality workmanship and const-effective solutions delivered on-time and in-budget.

With our is house team, the company can perform the following heavy construction and infrastructure work.

Earth Moving

Clearing and grubbing

Grading

Well site Pads and Access Roads

Pond Excavation

Erosion Control/site fence/silt sox-

Water line installation

Sever line installation

EXHIBIT B

ECONOMIC EFFECTIVE DATE STOCK PRICE CALCULATION


Date	Stock Price
August 23, 2012	$	2.79
August 24, 2012	$	2.79
August 27, 2012	$	2.73
August 28, 2012	$	2.76
August 29, 2012	$	2.74
	$	2.76

Total Shares Issuable		3,258,508
(less Escrow Shares)		54,308
Shares Deliverable to Enterprises at Closing		3,204,200

EXHIBIT C

MEMBERS/INITIAL CAPITAL CONTRIBUTIONS/MEMBERSHIP UNITS

EXHIBIT D

INITIAL BUSINESS PLAN

For the remainder of the calendar year 2012, the Company will continue to operate in the Ordinary Course of Business.

Exhibit 3.5

CERTIFICATE OF FORMATION

ROUGH RIDER ACQUISITION, LLC

The undersigned authorized person, for the purpose of forming a limited liability company pursuant to the provisions of the Limited Liability Company Act of the State of Delaware (the “LLCA”), hereby certifies as follows:

1.	The name of the limited liability company is: ROUGH RIDER ACQUISITION, LLC

2.	The registered office of the company in the State of Delaware is c/o United Corporate Services, Inc., 874 Walker Road, Suite C, in the City of Dover, County of Kent in the State of Delaware, 19904. The name of the company’s registered agent at that address is United Corporate Services, Inc.

3.	The nature of the business to be conducted by, and the purposes of, the company are to engage in any lawful act or activity for which a limited liability company may be organized under the LLCA.

4.	The company reserves the right to amend, alter, change or repeal any provision contained in this Certificate in the manner now or hereafter prescribed by law, and all rights and powers conferred in this Certificate are subject to this reserved power.

The company may indemnify and advance expenses to any of its managers, officers and members, any person who has ceased to be a manager, officer or member, and the heirs, executors, administrators, successors and assigns of such a person or entity to the fullest extent permitted by the LLCA as the same exists now or may hereafter be amended.

IN WITNESS WHEREOF , the undersigned has executed this Certificate of Formation of ROUGH RIDER ACQUISITION, LLC this 4th day of September, 2012.

/s/ JARED MANES

Jared Manes, Authorized Person

State of Delaware

Certificate of Merger of

Domestic Limited Liability Companies

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act, the undersigned Limited Liability Company executed the following Certificate of Merger:

First: The name of the surviving Limited Liability Company is Rough Rider Acquisition, LLC, a Delaware limited liability company, and the name of the Limited Liability Company being merged into this surviving Limited Liability Company is Badlands Power Fuels, LLC, a Delaware limited liability company.

Second: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent Limited Liability Companies.

Third: The name of the surviving Limited Liability Company is Rough Rider Acquisition, LLC, which will change its (i) name upon effectiveness of the merger to “Badlands Power Fuels, LLC” and (ii) registered agent and registered office to The Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801 by amendment to Articles 1 and 2 of its Certificate of Formation as follows: “1. The name of the limited liability company is Badlands Power Fuels, LLC.” and “2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company”.

Fourth: The merger is to become effective on November 30, 2012 at 11:59 p.m.

Fifth: The executed agreement of merger is on file at 300 Cherrington Parkway, Suite 200, Coraopolis, Pennsylvania 15108, the principal place of business of the surviving Limited Liability Company.

Sixth: A copy of the agreement of merger will be furnished by the surviving Limited Liability Company on request, without cost, to any member of the Limited Liability Company or any person holding an interest in any other business entity which is to merge or consolidate.

IN WITNESS WHEREOF, said Limited Liability Company has caused this certificate to be signed by an authorized person, this 30 ^th day of November, A.D. 2012.


By:		/s/ Damian C. Georgino
		Authorized Person




Name:		Damian C. Georgino
Title:		Vice President

Exhibit 3.6

LIMITED LIABILITY COMPANY AGREEMENT

ROUGH RIDER ACQUISITION, LLC

THE UNITS OF MEMBERSHIP INTEREST EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION, BUT HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED. FURTHERMORE, SUCH UNITS OF MEMBERSHIP INTEREST HAVE NOT BEEN REGISTERED WITH THE SECURITIES COMMISSIONER OF THE STATE OF DELAWARE OR ANY OTHER STATE. ACCORDINGLY, THE SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION OF SUCH MEMBERSHIP INTEREST IS RESTRICTED AND MAY NOT BE ACCOMPLISHED EXCEPT IN ACCORDANCE SECTION 5 AND OTHER APPLICABLE PROVISIONS OF THIS AGREEMENT, AND AN APPLICABLE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT A REGISTRATION STATEMENT IS UNNECESSARY.

TABLE OF CONTENTS


		Page

ARTICLE I The Limited Liability Company			1

Section 1.1.	Formation		1
Section 1.2.	Name		1
Section 1.3.	Registered Agent; Registered Office		1
Section 1.4.	Principal Place of Business		1
Section 1.5.	Business Purpose; Powers		1
Section 1.6.	Business Transactions with the Member		1
Section 1.7.	Continuation		2
Section 1.8.	Fiscal Year		2

ARTICLE II The Member			2

Section 2.1.	The Member		2
Section 2.2.	Units of Membership Interest		2
Section 2.3.	Liability of the Member		2
Section 2.4.	Admission of Members		2
Section 2.5.	Action by Written Consent		2

ARTICLE III Management of the Company			2

Section 3.1.	Management Authority		2
Section 3.2.	Officers		3
Section 3.3.	Conduct of Business		3
Section 3.4.	Officers as Agents		3
Section 3.5.	Reliance by Third Parties		3
Section 3.6.	Actions and Determinations of the Company		4

ARTICLE IV Capital Account; Profits; Losses and Distributions			4

Section 4.1.	Capital Account		4
Section 4.2.	Profits and Losses		4
Section 4.3.	Distributions		4
Section 4.4.	Withholding Taxes		4

ARTICLE V Books: Accounting and Tax Treatment			4

Section 5.1.	Books and Records; Accounting		4
Section 5.2.	Company Tax Returns		4
Section 5.3.	Tax Treatment		4

ARTICLE VI Dissolution			5

Section 6.1.	Duration and Dissolution		5
Section 6.2.	Winding Up		5
Section 6.3.	Distribution of Assets		5
Section 6.4.	Cancellation of Articles of Organization		5

ARTICLE VII Indemnification			5

Section 7.1.	Waiver of Liability		5
Section 7.2.	Good Faith and Other Standards		6
Section 7.3.	Books and Records		6

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Section 7.4.	Indemnification	6
Section 7.5.	Insurance	7
Section 7.6.	Limitation on Liability	7

ARTICLE VIII Miscellaneous		7

Section 8.1.	Pledge of Membership Units	7
Section 8.2.	Entire Agreement	8
Section 8.3.	Notices	8
Section 8.4.	Governing Law	8
Section 8.5.	Validity	8
Section 8.6.	Section Headings	8
Section 8.7.	Survival of Rights	9
Section 8.8.	Counterparts	9
Section 8.9.	Remedies Cumulative	9

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LIMITED LIABILITY COMPANY AGREEMENT

ROUGH RIDER ACQUISITION, LLC

This Limited Liability Company Agreement (this “ Agreement ”) of Rough Rider Acquisition, LLC, a Delaware limited liability company (the “ Company ”), is made effective as of September 4, 2012, by Heckmann Corporation, as the sole member of the Company (the “ Member ”).

RECITAL

The Member has formed the Company as a limited liability company under the laws of the State of Delaware and desires to enter into a written agreement, in accordance with the provisions of the Delaware Limited Liability Company Act and any successor statute, as amended from time to time (the “ Act ”), governing the affairs of the Company and the conduct of its business.

ARTICLE I

The Limited Liability Company

Section 1.1. Formation . The Member has formed the Company as a limited liability company pursuant to the provisions of the Act. A Certificate of Formation for the Company (the “ Certificate of Formation ”) has been filed in the Office of the Secretary of State of Delaware in conformity with the Act.

Section 1.2. Name . The name of the Company is “Rough Rider Acquisition, LLC” and its business shall be carried on in such name with such variations and changes as the Member shall determine or deem necessary to comply with the requirements of the jurisdictions in which the Company’s operations are conducted.

Section 1.3. Registered Agent; Registered Office . The Company’s registered agent is United Corporate Services, Inc. The address of the registered office of the Company in the State of Delaware is c/o United Corporate Services, Inc., 874 Walker Road, Suite C, Dover, Kent County, Delaware 19904.

Section 1.4. Principal Place of Business . The principal place of business of the Company shall be at such location as the Member may select from time to time.

Section 1.5. Business Purpose; Powers . The Company may carry on any lawful business or activity for which limited liability companies may be formed under the Act. The Company shall possess and may exercise all of the powers and privileges granted by the Act, by any other law or by this Agreement, together with any powers incidental thereto, including such powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company.

Section 1.6. Business Transactions with the Member . In accordance with Section 18-107 of the Act, the Member may transact business with the Company, and, subject to applicable law, shall have the same rights and obligations with respect to any such matter as a person who is not a member.

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Section 1.7. Continuation . Subject to the provisions of ARTICLE VI herein, the Company shall have perpetual existence.

Section 1.8. Fiscal Year . The fiscal year of the Company (the “ Fiscal Year ”) for financial statement and accounting purposes shall end on December 31 of each year.

ARTICLE II

The Member

Section 2.1. The Member . The name and address of the Member is as follows:


Name		Address
Heckmann Corporation		c/o Heckmann Corporation, 300 Cherrington Parkway, Suite 200, Coraopolis, Pennsylvania 15108, Attention: Damian C. Georgino, Executive Vice President

Section 2.2. Units of Membership Interest . The Member shall have the units of membership interest in the Company specified as follows:


Member		Units of Membership Interest
Heckmann Corporation		100

Section 2.3. Liability of the Member . All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being Member.

Section 2.4. Admission of Members . New members shall be admitted only upon the approval of the Member.

Section 2.5. Action by Written Consent . Any action that is required to be taken by the Member under this Agreement, may be taken by the Member without a meeting if authorized by the written consent of the Member. In no instance where action is authorized by written consent of the Member will a meeting of the Member be called or notice given. A copy of the action taken by written consent shall be filed with the records of the Company.

ARTICLE III

Management of the Company

Section 3.1. Management Authority . Except as specifically set forth herein, the business and affairs of the Company shall be managed by or under the direction of the Member. The Member shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein. The Member of the Company is expected to exercise its business judgment based upon its assessment of the best interests of the Company.

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Section 3.2. Officers . Officers shall be appointed by the Member. The designated officers of the Company may include, from time to time, but not be limited to: (a) Chief Operating Officer; (b) President; (c) Vice President(s); (d) Secretary; (e) Treasurer; (f) Assistant Secretary; and (g) Assistant Treasurer. The initial officers of the Company, as appointed by the Member, shall be:


Charles R. Gordon		Chairman, Chief Executive Officer and President
Damian C. Georgino		Vice President, Assistant Secretary and Assistant Treasurer
W. Christopher Chisholm		Vice President, Assistant Secretary and Assistant Treasurer
Brian R. Anderson		Vice President, Assistant Secretary and Assistant Secretary
John Lucey		Executive Vice President, Business Development and Engineering
Michael Welch		Vice President, Assistant Secretary and Assistant Treasurer
Sean D. Hawkins		Vice President, Secretary, Business Unit Counsel and Assistant Treasurer
Beth Huddleston		Vice President and Treasurer
Billy G, Clark		Vice President of Operations — Pipeline, Disposal Wells and Water Transfer
Mary Welle		Vice President, Human Resources

The Company shall also have such other officers as may be appointed by the Member in accordance with the provisions of this Section 3.2 (each, an “ Officer ,” and collectively, the “ Officers ”). Each Officer shall hold office until his or her successor shall have been chosen or qualified or until his or her prior death, resignation or removal. Any two offices may be held by the same person, but no Officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument be required by law or this Agreement to be executed, acknowledged or verified by two or more Officers. An Officer need not be a Member. If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification or other cause, such vacancies or newly created offices may be filled by the Member.

Section 3.3. Conduct of Business . Subject to the provisions of this Agreement and the Certificate of Formation, the day-to-day operations of the Company shall be managed by the Officers and the Officers shall have full power and authority to make all business decisions, enter into all commitments and take such actions in connection with the business and operations of the Company as they deem appropriate.

Section 3.4. Officers as Agents . The Officers, to the extent of their powers set forth in this Agreement, are agents of the Company for purpose of the Company’s business, and the actions of the Officers taken in accordance with such powers shall bind the Company.

Section 3.5. Reliance by Third Parties . In dealing with the Company and its duly appointed agents, no person shall be required to inquire as to the Company’s or such agent’s authority to bind the Company.

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Section 3.6. Actions and Determinations of the Company . Whenever this Agreement provides that a determination shall be made or an action shall be taken by the Company, such determination or act may be made or taken by the Member or, pursuant to this Agreement or with the authorization of the Member, by any Officer acting under supervision of the Member.

ARTICLE IV

Capital Account; Profits; Losses and Distributions

Section 4.1. Capital Account . A capital account shall be maintained for the Member, to which contributions and profits shall be credited and against which distributions and losses shall be charged.

Section 4.2. Profits and Losses . For financial accounting purposes, the profits and losses of the Company shall be determined on an annual basis in accordance with generally accepted accounting principles.

Section 4.3. Distributions . The Member shall determine profits available for distribution and, if any, the amount.

Section 4.4. Withholding Taxes . The Company is authorized to withhold from distributions to the Member, and to pay over to a federal, state or local government, any amounts required to be withheld pursuant to the Internal Revenue Code of 1986, as amended, or any other provisions of any other federal, state, local or foreign law. Any amounts so withheld shall be treated as having been distributed to the Member pursuant to Section 4.3 for purposes of this Agreement.

ARTICLE V

Books: Accounting and Tax Treatment

Section 5.1. Books and Records; Accounting . The Member shall keep or cause to be kept at the address of the Company (or at such other place as the Member shall determine in its discretion) true and full books and records regarding the status of the business and financial condition of the Company.

Section 5.2. Company Tax Returns . The Member shall cause to be prepared and timely filed all tax returns required to be filed by the Company. The Member may, in its sole discretion, make or refrain from making any tax elections for the Company that it deems necessary or advisable.

Section 5.3. Tax Treatment . To the extent the Member is the sole member of the Company, (i) it is the intention of the Member that, for income tax purposes, the Company be treated as an entity that is disregarded as an entity separate from its owner and (ii) neither the Company nor the Member shall take (or fail to take) any action that would prevent the Company from being treated for U.S. federal income tax purposes as an entity that is disregarded as an entity separate from its owner.

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ARTICLE VI

Dissolution

Section 6.1. Duration and Dissolution . The Company shall be dissolved and its affairs shall be wound up upon the first to occur of the following: (a) the Member votes for dissolution; or (b) the entry of a decree of judicial dissolution under Section 18-801 of the Act.

Section 6.2. Winding Up . The Member shall have the right to wind up the Company’s affairs in accordance with Section 18-803 of the Act and shall have the right to act as or appoint a liquidating trustee in connection therewith.

Section 6.3. Distribution of Assets . Upon the winding up of the Company, the assets shall be distributed in the manner provided in Section 18-804 of the Act.

Section 6.4. Cancellation of Articles of Organization . Upon the completion of the winding up of the Company and the distribution of the Company’s assets, the Company shall be terminated and the Member shall cause the Company to execute and file any and all necessary documents with the Secretary of State of Delaware to effectuate the termination of the Company.

ARTICLE VII

Indemnification

Section 7.1. Waiver of Liability . Except as otherwise provided herein or in any agreement entered into by such person and the Company and to the maximum extent permitted by the Act, no present or former Member nor any such Member’s Affiliates, employees, agents or representatives shall be liable to the Company, any of its Subsidiaries for any act or omission performed or omitted by such person in its capacity as a Member or as an Officer, including any liability arising from or relating to any breach of any fiduciary duty to the Company or the Member or any of its Subsidiaries by any such person; provided that, except as otherwise provided herein, such limitation of liability shall not apply to the extent the act or omission was attributable to such person’s willful misconduct or bad faith or constitutes a violation of the implied contractual covenant of good faith and fair dealing, in each case as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The Member and each Officer shall be entitled to rely upon the advice of legal counsel, independent public accountants and other experts, including financial advisors, and any act of or failure to act by such person in good faith reliance on such advice shall in no event subject such person or any of such person’s Affiliates, employees, agents or representatives to liability to the Company, any of its Subsidiaries or the Member. For purposes hereof, “ Affiliate ” means, with respect to a person, any other person controlling, controlled by or under common control with such particular person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a person whether through the ownership of voting securities, by contract or otherwise. For purposes hereof, “ Subsidiary ” means, with respect to any person, any corporation, limited liability company, partnership, association or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that person or one or more of the other Subsidiaries of that person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity (other than

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a corporation), a majority of partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any person or one or more Subsidiaries of that person or a combination thereof. For purposes hereof, a person or persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such person or persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the manager, managing member, managing director (or a board comprised of any of the foregoing) or manager of such limited liability company, partnership, association or other business entity. For purposes hereof, references to a “ Subsidiary ” of any person shall be given effect only at such times that such person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Company.

Section 7.2. Good Faith and Other Standards . Whenever in this Agreement or any other agreement contemplated herein or to which the Company is a party the Member is permitted or required to take any action or to make a decision or determination in its “good faith” or under another express standard, the Member shall act under such express standard and, to the extent permitted by applicable law, shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein or to which the Company is a party, and, notwithstanding anything contained herein to the contrary, so long as the Member acts in good faith or in compliance with such other express standard on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on the Member, the resolution, action or terms so made, taken or provided by the Member shall not constitute a breach of this Agreement or any other agreement contemplated herein or impose liability upon the Member or any of the Member’s Affiliates, employees, agents or representatives.

Section 7.3. Books and Records . The Member shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person as to the matters the Member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to the Members might properly be paid.

Section 7.4. Indemnification . The Company shall indemnify and hold harmless (i) the Member, (ii) each Member’s respective members, officers, directors, partners, employees, agents or Affiliates and (iii) each person serving at the request of the Company as a director, manager, officer, employee, partner, member or trustee of the Company or another entity (all of the foregoing persons and entities being referred to collectively as “ Indemnified Parties ”, and each an “ Indemnified Party ”) from and against any loss, expense, damage or injury suffered or sustained by the Indemnified Parties (or any of them) by reason of any acts, omissions or alleged acts or omissions arising out of its or their activities on behalf of the Company or in furtherance of the interests of the Company, including, but not limited to, any judgment, award, settlement, reasonable attorney’s fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided that the acts, omissions or alleged acts or omissions upon which such actual or threatened action, proceeding or claim is based were not performed or omitted fraudulently or in bad faith or which constituted willful misconduct by any such Indemnified Party.

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(a) To the fullest extent permitted by applicable law, expenses (including legal fees) for which an Indemnified Party would be entitled by this Agreement that are incurred by such Indemnified Party in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnified Party to repay such amount if it shall be determined that the Indemnified Party is not entitled to be indemnified as authorized in this Section 7.4 . Any Indemnified Party shall promptly seek recovery under any other indemnity or any insurance policies by which such Indemnified Party may be indemnified or covered, as the case may be. To the extent an Indemnified Party shall have received indemnity payments or advances (by insurance or otherwise) from any source other than the Company, such Indemnified Party shall return such advances to the Company.

(b) The indemnification provisions of this ARTICLE VII do not limit the right of any Indemnified Party to recover under any insurance policy maintained by the Company. If, with respect to any loss, damage, expense or liability for which indemnification under Section 7.4 is provided, the Indemnified Party receives an insurance policy indemnification payment, which, together with any indemnification payment made by the Company, exceeds the amount of such loss, damage, expense or liability, then such person will immediately repay such excess to the Company.

(c) Any repeal or modification of any provision in this ARTICLE VII shall not adversely affect any right or protection of an Indemnified Party existing prior to such repeal or modification.

Section 7.5. Insurance . The Company may purchase and maintain insurance on behalf of any person who is or was an employee, or agent of the Company, or who is or was serving at the request of the Company as a director, manager, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against the person and incurred by the person in any capacity, or arising out of the person’s status as such, whether or not the Company would have the power to indemnify the person against the liability under the provisions of this ARTICLE VII .

Section 7.6. Limitation on Liability . The foregoing indemnification is limited to the assets of the Company, and nothing contained herein is intended to create personal liability for the Member.

ARTICLE VIII

Miscellaneous

Section 8.1. Pledge of Membership Units . (a) Notwithstanding any other provision in this Agreement, the Company and the Member hereby agree that the Member may pledge its membership units without the written consent of the Company to secure a loan or other financing provided to the Member and that:

(i) a pledge of such membership units, or its successors or assigns, may, in connection with the valid exercise of such pledgee’s or such successor’s or assign’s rights, sell, transfer or otherwise dispose of all or part of such membership units (including a sale, transfer or disposition in connection with any foreclosure) without the consent of the Company and without having to comply with any of the restrictions on the sale, transfer or other disposition of the membership units set forth in this Agreement; and

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(ii) a pledgee of such membership units, or its successors or assigns, in connection with the valid exercise of such pledgee’s or such successor’s or assign’s rights, or any purchaser of such membership units that acquired such membership interest in connection with the valid exercise of such rights (including in connection with any foreclosure) may acquire such membership units and become a member or be substituted for the Member under this Agreement without the consent of the Company and without having to comply with any of the restrictions on the sale, transfer or other disposition of the membership units set forth in this Agreement.

(b) So long as any pledge of the Member’s membership units is in effect, this clause shall inure to the benefit of such pledge and its successors and assigns, as an intended third-party beneficiary, and no amendment, modification or waiver of, or consent with respect to this clause shall in any event be effective without the prior written consent of such pledgee.

Section 8.2. Entire Agreement . This Agreement constitutes the entire agreement of the Company and the Member and supersedes all agreements, representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter hereof. The Company and the Member shall not be bound by nor charged with any oral or written agreements, representations, warranties, statements, promises or understandings not specifically set forth in this Agreement.

Section 8.3. Notices . All notices, requests and other communications to the Member shall be in writing and shall be given to the Member (and any person designated by such Member) at its address set forth in Section 2.1 or such other address as the Member may hereafter specify for the purpose by notice. Each such notice, request or other communication shall be effective seventy-two (72) hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or if given by any other means, when delivered at the address specified pursuant to this Section 8.3 .

Section 8.4. Governing Law . This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflict of laws thereof. In particular, this Agreement shall be construed to the maximum extent possible to comply with all of the terms and conditions of the Act.

Section 8.5. Validity . In the event that any provision of this Agreement shall be held to be invalid or unenforceable, the same shall not affect in any respect whatsoever the validity or enforceability of the remainder of this Agreement. In that case, this Agreement shall be construed so as to limit any term or provision so as to make it enforceable or valid within he requirements of applicable law, and in the event such term or provisions cannot be so limited, this Agreement shall be construed to omit such invalid or unenforceable terms or provisions.

Section 8.6. Section Headings . Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Agreement or any provision hereof.

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Section 8.7. Survival of Rights . Except as provided herein to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member, and its respective permitted successors and assigns.

Section 8.8. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same agreement.

Section 8.9. Remedies Cumulative . No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power or remedy hereunder shall preclude any other or further exercise thereof.

[Remainder of page intentionally left blank. Signature page follows.]

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IN WITNESS WHEREOF, this Agreement is executed as of the date first stated above.


COMPANY:

ROUGH RIDER ACQUISITION, LLC

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

MEMBER:

HECKMANN CORPORATION

By:		/s/ Damian C. Georgino
Name:		Damian C. Georgino
Title:		Executive Vice President and Chief Legal Officer

[Signature Page to Rough Rider Acquisition, LLC]

Exhibit 3.7

ARTICLES OF ORGANIZATION

BADLANDS POWER FUELS, LLC

The undersigned, acting as the organizer of Badlands Power Fuels, LLC, under the North Dakota Limited Liability Company Act (the “Act”), North Dakota Century Code Ch. 10-32, adopts the following Articles of Organization for said Limited Liability Company:

1. Name of Company . The name of the limited liability company is Badlands Power Fuels, LLC (the “Company”).

2. Period of Duration . The period of duration is perpetual from the date of the issuance of the Certificate of Organization by the North Dakota Secretary of State, unless the Company is sooner dissolved.

3. Purpose . The Company is organized for the purposes of transporting water and crude oil and engaging in any other lawful business that the Act does not prohibit.

4. Registered Office and Agent . The Company’s principal place of business in North Dakota is at the address of its initial registered agent. The name and address of the initial registered agent at that address is:

Mark Johnsrud

2951 125 ^th Avenue NW

Watford City, ND 58854

5. Additional Members . The Members reserve the right to admit additional Members upon the unanimous agreement of the Members as to the admission of, and the consideration to be paid by, such new Members, and subject to the terms and conditions of the Company’s Operating Agreement.

6. Operating Agreement . The Company’s Operating Agreement shall be executed by each Member of the Company arid shall set forth all provisions for the affairs of the Company and the conduct of its business to the extent that such provisions are not inconsistent with law or these Articles.

7. Liabilities of Members and Managers . Members and managers of the Company are not liable under a judgment, decree or order of a court, or in any other manner, for any debt, obligation or liability of the Company.

8. Managers . The name and business address of the initial manager is:

Mark Johnsrud

2951 125 ^th Avenue NW

Watford City, ND 58854

The managers may be removed and replaced by the Members, as provided in the Operating Agreement.

9. Organizers . The name and address of the organizer is:

Fred C. Rathert

P.O. Box 1206

111 E Broadway

Williston, ND 58802-1206

IN WITNESS WHEREOF, the undersigned has caused these Articles of Organization to be executed this 3 day of November, 2005.


By:		/s/ Fred C. Rathert
		FRED C. RATHERT

Exhibit 3.8

OPERATING AGREEMENT

BADLANDS POWER FUELS, LLC

A NORTH DAKOTA LIMITED LIABILITY COMPANY

ARTICLE I

DEFINITIONS

The following terms used in this Operating Agreement shall have the following meanings (unless otherwise expressly provided herein):

(a)

“ Articles of Organization ” shall mean the Articles of Organization of Badlands Power Fuels, LLC as filed with the Secretary of State of North Dakota as the same may be amended from time to time.

(b)

“ Capital Account ” as of any given date shall mean the Capital Contribution to the Company by a Member as adjusted up to the date in question pursuant to Article VIII.

(c)

“ Capital Contribution ” shall mean any contribution to the capital of the Company in cash or property by a Member whenever made. “ Initial Capital Contribution ” shall mean the initial contribution to the capital of the Company pursuant to this Operating Agreement.

(d)

“ Capital Interest ” shall mean the proportion that a Member’s positive Capital Account bears to the aggregate positive Capital Accounts of all Members whose Capital Accounts have positive balances as may be adjusted from time to time. For purposes of the exercise of voting rights under the North Dakota Act and this Operating Agreement, only voting membership interests shall be included within the definition of a Capital Interest under this Operating Agreement unless otherwise indicated.

(e)

“ Code ” shall mean the Internal Revenue Code of 1986 or corresponding provisions of subsequent superseding federal revenue laws.

(f)

“ Company ” shall refer to Badlands Power Fuels, LLC.

(g)

“ Deficit Capital Account ” shall mean with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the taxable year, after giving effect to the following adjustments:

(i)

credit to such Capital Account any amount which such Member is obligated to restore under Section 1.704-1(b)(2)(ii)(c) of the Treasury Regulations, as well as any addition thereto pursuant to the next to last sentence of Sections 1.704-2(g)(1) and (i)(5) of the Treasury Regulations,

OPERATING AGREEMENT OF BADLANDS POWER FUELS, LLC

A NORTH DAKOTA LIMITED LIABILITY COMPANY

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after taking into account thereunder any changes during such year in partnership minimum gain (as determined in accordance with Section 1.704-2(d) of the Treasury Regulations) and in the minimum gain attributable to any partner nonrecourse debt (as determined under Section 1.704-2(i)(3) of the Treasury Regulations); and

(ii)

debit to such Capital Account the items described in Sections 1.704- 1(b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations.

This definition of Deficit Capital Account is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(e) and 1.704-2, and will be interpreted consistently with those provisions.

(h)

“ Distributable Cash ” means all cash, revenues and funds received by the Company from Company operations, less the sum of the following to the extent paid or set aside by the Company: (i) all principal and interest payments on indebtedness of the Company and all other sums paid to lenders; (ii) all cash expenditures incurred incident to the normal operation of the Company’s business; (iii) such Reserves as the Managers deem reasonably necessary to the proper operation of the Company’s business.

(i)

“ Economic Interest ” shall mean a Member’s or Economic Interest Owner’s share of one or more of the Company’s Net Profits, Net Losses and distributions of the Company’s assets pursuant to this Operating Agreement and the North Dakota Act, but shall not include any right to participate in the management or affairs of the Company, including the right to vote on, consent to or otherwise participate in any decision of the Members or Managers.

(j)

“ Economic Interest Owner ” shall mean the owner of an Economic Interest who is not a Member.

(k)

“ Entity ” shall mean any general partnership, limited partnership, limited liability partnership, limited liability limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association or any foreign trust or foreign business organization.

(l)

“ Fiscal Year ” shall mean the Company’s fiscal year, which shall be the year ending on December 31.

(m)

“ Gifting Member ” shall mean any Member or Economic Interest Owner who gifts, bequeaths or otherwise transfers for no consideration (by operation of law or otherwise, except with respect to bankruptcy) all or any part of its Membership Interest or Economic Interest.

(n)

“ Majority Interest ” shall mean one or more Interests of Members which taken together exceed 50% of the aggregate of all Capital Interests. For purposes of the exercise of voting rights under the North Dakota Act and this Operating

OPERATING AGREEMENT OF BADLANDS POWER FUELS, LLC

A NORTH DAKOTA LIMITED LIABILITY COMPANY

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Agreement, only voting membership interests shall be included within the definition of a Majority Interest under this Operating Agreement unless otherwise indicated.

(o)

“ Managers ” shall mean one or more managers. The Company shall have one Manager, Badlands Energy, LLC. References to the Managers in the singular or as him, her, it, itself, or other like references shall also, where the context so requires, be deemed to include the plural or the masculine or feminine reference, as the case may be.

(p)

“ Member ” shall mean each of the parties who execute a counterpart of this Operating Agreement as a Member and each of the parties who may hereafter become Members. To the extent a Manager has purchased Membership Interests in the Company, he will have all the rights of a Member with respect to such Membership Interests, and the term “Member” as used herein shall include a Manager to the extent he has purchased such Membership Interests in the Company. If a Person is a Member immediately prior to the purchase or other acquisition by such Person of an Economic Interest, such Person shall have all the rights of a Member with respect to such purchased or otherwise acquired Membership Interest or Economic Interest, as the case may be.

(q)

“ Membership Interest ” shall mean a Member’s entire interest in the Company including such Member’s Economic Interest and the right to participate in the management of the business and affairs of the Company, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Operating Agreement and the North Dakota Act.

(r)

“ North Dakota Act ” shall mean the North Dakota Limited Liability Company Act at N.D.C.C. 10-32-01, et seq .

(s)

“ Net Profits ” and “ Net Losses ” shall mean the income, gain, loss, deductions and credits of the Company in the aggregate or separately stated, as appropriate, determined in accordance with the accounting principles employed under the acceptable method of accounting at the close of each fiscal year on the Company’s information tax return filed for federal income tax purposes.

(t)

“ Operating Agreement ” shall mean this Operating Agreement as originally executed and as amended from time to time.

(u)

“ Persons ” shall mean any individual or Entity, and the heirs, personal representatives, legal representatives, successors, and assigns of such “Person” where the context so permits.

(v)

“ Reserves ” shall mean, with respect to any fiscal period, funds set aside or amounts allocated during such period to reserves which shall be maintained in

OPERATING AGREEMENT OF BADLANDS POWER FUELS, LLC

A NORTH DAKOTA LIMITED LIABILITY COMPANY

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amounts deemed sufficient by the Managers for working capital and to pay taxes, insurance, debt service or other costs or expenses incident to the ownership or operation of the Company’s business.

(w)

“ Selling Member ” shall mean any Member or Economic Interest Owner which sells, assigns, or otherwise transfers for consideration all or any portion of its Membership Interest or Economic Interest.

(x)

“ Transferring Member ” shall collectively mean a Selling Member and a Gifting Member.

(y)

“ Treasury Regulations ” shall include proposed, temporary and final regulations promulgated under the Code in effect as of the date of filing the Articles of Organization and the corresponding sections of any regulations subsequently issued that amend or supersede such regulations.

ARTICLE II

FORMATION OF COMPANY

2.01 Formation . On November 3, 2005, Fred C. Rathert organized a North Dakota limited liability company by executing and delivering Articles of Organization to the North Dakota Secretary of State in accordance with and pursuant to the North Dakota Act.

2.02 Name . The name of the Company is Badlands Power Fuels, LLC.

2.03 Principal Place of Business . The principal place of business of the Company within the State of North Dakota shall be 2951 125 ^th Avenue NW, Watford City, ND 58854. The Company may locate its place of business and registered office at any other place or places as the Managers may from time to time deem advisable.

2.04 Registered Office and Registered Agent . The Company’s initial registered office shall be at the office of its registered agent at 2951 125 ^th Avenue NW, Watford City, ND 58854, and the name of its initial registered agent at such address shall be Mark Johnsrud. The registered office and registered agent may be changed from time to time by filing the address of the new registered office and/or the name of the new registered agent with the North Dakota Secretary of State pursuant to the North Dakota Act.

2.05 Term . The term of the Company shall be perpetual from the date of filing of Articles of Organization with the Secretary of State of the State of North Dakota, unless the Company is earlier dissolved in accordance with either the provisions of this Operating Agreement or the North Dakota Act.

OPERATING AGREEMENT OF BADLANDS POWER FUELS, LLC

A NORTH DAKOTA LIMITED LIABILITY COMPANY

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ARTICLE III

BUSINESS OF COMPANY

3.01 Permitted Businesses . The business of the Company shall be to transport water and crude oil and include the power:

(a)

to accomplish any lawful business whatsoever, or which shall at any time appear conducive to or expedient for the protection or benefit of the Company and its assets;

(b)

to exercise all other powers necessary to or reasonably connected with the Company’s business which may be legally exercised by limited liability companies under the North Dakota Act; and

(c)

to engage in all activities necessary, customary, convenient, or incident to any of the foregoing.

ARTICLE IV

NAMES AND ADDRESSES OF MEMBERS

AND MEMBERS UNITS, CLASSIFICATIONS

4.01 Authorized Membership Units . The Company shall be authorized to create and issue up to 1 Membership Unit. This shall include 1 Voting Membership Unit and 0 Nonvoting Membership Units.

4.02 Initial Ownership of Membership Units . The Membership Units initially owned by each of initial member are contained on Exhibit A.

ARTICLE V

RIGHTS AND DUTIES OF MANAGERS AND OFFICERS

5.01 Management . The business and affairs of the Company shall be managed by its Managers. The Managers shall direct, manage and control the business of the Company to the best of their ability. Except for situations in which the approval of the Members is expressly required by this Operating Agreement or by nonwaivable provisions of applicable law, the Managers shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

5.02 Number, Tenure and Qualifications . The Company shall have one Manager. The number of Managers of the Company shall be fixed from time to time by the affirmative vote of

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A NORTH DAKOTA LIMITED LIABILITY COMPANY

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Members holding at least two-thirds of all voting Capital Interests in the Company’s capital, but in no instance shall there be less than one Manager. Each Manager shall hold office until the next annual meeting of Members or until his successor shall have been elected and qualified. Managers shall be elected by the affirmative vote of Members holding at least a Voting Majority Interest. Managers need not be residents of the State of North Dakota or Members of the Company.

5.03 Officers - Certain Powers of Operating Manager . The President or the Manager shall be the chief executive officer of the Company responsible for the general overall supervision of the business and affairs of the Company. He shall, when present, preside at all meetings of the Members. The President or the Manager may sign, on behalf of the Company, such deeds, mortgages, bonds, contracts or other instruments which have been appropriately authorized to be executed by the Members except in cases where the signing or execution thereof shall be expressly delegated by the Members or by this Operating Agreement or by statute to some other officer or agent of the Company; and, in general, he shall perform all duties as may be prescribed by the Board from time to time.

The specific authority and responsibility of the President or the Manager shall also include the following:

(a)

The President or the Manager shall effectuate this Operating Agreement.

(b)

The President or the Manager shall direct and supervise the operations of the Company.

(c)

The President or the Manager, within such parameters as may be set by the Managers, shall establish such charges for services and products of the Limited Liability Company as may be necessary to provide adequate income for the efficient operation of the Company.

(d)

The President or the Manager, within the budget established by the Managers, shall set and adjust wages and rates of pay for all personnel of the Company and shall appoint, hire and dismiss all personnel and regulate their hours of work.

(e)

The President or the Manager shall keep the Managers advised in all matters pertaining to the operation of the Company, services rendered, operating income and expense, financial position, and, to this end, shall prepare and submit a report to the Members at each regular meeting and at other times as may be directed by the Managers.

(f)

The President shall discharge all other duties in addition to those already enumerated herein required of the president and treasurer under §§ 10-32-89(1) and (3), respectively, of the North Dakota Act.

5.04 Other Officers . The Company may, at the discretion of the Managers, have additional Officers including, without limitation, one or more Vice-Presidents, one or more Secretaries and one or more Treasurers. Officers need not be selected from among the Members.

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A NORTH DAKOTA LIMITED LIABILITY COMPANY

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One person may hold two or more offices. When the incumbent of an office is (as determined by the incumbent himself or by the Members) unable to perform the duties thereof, or when there is no incumbent of an office (both such situations referred to hereafter as the “absence” of the Officer), the duties of the office shall be performed by the person specified by the Managers.

5.05 Election and Tenure . The Officers of the Company shall be elected annually by the Managers at the annual meeting. Each Officer shall hold office from the date of his election until the next annual meeting and until his successor shall have been elected, unless he shall sooner resign or be removed.

5.06 Resignations and Removal . Any Officer may resign at any time by giving written notice to the President or to all of the Managers, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any Officer may be removed at any time by the Managers with or without cause.

5.07 Vacancies . A vacancy in any office may be filled for the unexpired portion of the term by the Managers.

5.08 Salaries . The salaries of the Officers shall be fixed from time to time by the Managers and no Officer shall be prevented from receiving such salary by reason of the fact that he is also a Member of the Company.

5.09 Liability for Certain Acts . Each Manager shall perform his duties as Manager in good faith, in a manner he reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. A Manager who so performs the duties as Manager shall not have any liability by reason of being or having been a Manager of the Company. The Managers do not, in any way, guarantee the return of the Members’ Capital Contributions or a profit for the Members from the operations of the Company. The Managers shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct or a wrongful taking by the Managers.

5.10 Managers Have No Exclusive Duty to Company . The Managers shall not be required to manage the Company as their sole and exclusive function and they may have other business interests and may engage in other activities in addition to those relating to the Company. Neither the Company nor any Member shall have any right, by virtue of this Operating Agreement, to share or participate in such other investments or activities of the Managers or to the income or proceeds derived therefrom. The Managers shall incur no liability to the Company or to any of the Members as a result of engaging in any other business or venture.

5.11 Bank Accounts . The Managers may from time to time open bank accounts in the name of the Company, and the Managers shall be the sole signatories thereon, unless the Managers determine otherwise.

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A NORTH DAKOTA LIMITED LIABILITY COMPANY

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5.12 Indemnity of the Managers, Employees and Other Agents . The Company shall indemnify the Managers and make advances for expenses to the maximum extent permitted under Section 10-32-99 of the North Dakota Act. The Company shall indemnify its employees and other agents who are not Managers to the fullest extent permitted by law, provided that such indemnification in any given situation is approved by Members owning a Voting Majority Interest.

5.13 Resignation . Any Manager of the Company may resign at any time by giving written notice to the Members of the Company. The resignation of any Manager shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The resignation of a Manager who is also a Member shall not affect the Manager’s rights as a Member and shall not constitute a withdrawal of a Member.

5.14 Removal . At a meeting called expressly for that purpose, any number of Managers may be removed at any time, with or without cause, by the affirmative vote of Members holding a voting Majority Interest. The removal of a Manager who is also a Member shall not affect the Manager’s rights as a Member and shall not constitute a withdrawal of a Member.

5.15 Vacancies . Any vacancy occurring for any reason in the number of Managers of the Company may be filled by the affirmative vote of a majority of the remaining Managers then in office, provided that if there are no remaining Managers, the vacancy(ies) shall be filled by the affirmative vote of Members holding a voting Majority Interest. Any Manager’s position to be filled by reason of an increase in the number of Managers shall be filled by the affirmative vote of a majority of the Managers then in office or by an election at an annual meeting or at a special meeting of Members called for that purpose or by the Members’ unanimous written consent. A Manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office and shall hold office until the expiration of such term and until his successor shall be elected and shall qualify or until his earlier death, resignation or removal. A Manager chosen to fill a position resulting from an increase in the number of Managers shall hold office until the next annual meeting of Members and until his successor shall be elected and shall qualify, or until his earlier death, resignation or removal.

5.16 Salaries . The salaries and other compensation of the Managers shall be fixed from time to time by an affirmative vote of Members holding at least a voting Majority Interest, and no Manager shall be prevented from receiving such salary by reason of the fact that he is also a Member of the Company.

ARTICLE VI

RIGHTS AND OBLIGATIONS OF MEMBERS

6.01 Limitation of Liability . Each Member’s liability shall be limited as set forth in this Operating Agreement, the North Dakota Act and other applicable law.

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A NORTH DAKOTA LIMITED LIABILITY COMPANY

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6.02 Company Debt Liability . A Member will not be personally liable for any debts or losses of the Company beyond his respective Capital Contributions and any obligation of the Member under Section 8.01 or 8.02 to make Capital Contributions, except as provided in Section 6.07 herein or as otherwise required by law.

6.03 List of Members . Upon written request of any Member, the President or the Manager shall provide a list showing the names, addresses and Membership Interests and Economic Interests of all Members.

6.04 Approval of Sale of All Assets . The Members shall have the right, by the affirmative vote of Members holding at least two-thirds of all voting Capital Interests to approve the sale, exchange or other disposition of all, or substantially all, of the Company’s assets (other than in the ordinary course of the Company’s business) which is to occur as part of a single transaction or plan.

6.05 Company Books . In accordance with Section 9.09 herein, the Managers shall maintain and preserve, during the term of the Company, and for six (6) years thereafter, all accounts, books, and other relevant Company documents. Upon reasonable request, each Member and Economic Interest Owner shall have the right, during ordinary business hours, to inspect and copy such Company documents at the requesting Member’s and Economic Interest Owner’s expense.

6.06 Priority and Return of Capital . Except as may be expressly provided in Article IX, no Member or Economic Interest Owner shall have priority over any other Member or Economic Interest Owner, either as to the return of Capital Contributions or as to Net Profits, Net Losses or distributions; provided that this Section shall not apply to loans (as distinguished from Capital Contributions) which a Member has made to the Company.

6.07 Liability of a Member to the Company .

(a)

A Member who rightfully receives the return in whole or in part of its contribution (as defined in Section 10-32-64 of the North Dakota Act) is nevertheless liable to the Company only to the extent now or hereafter provided by the North Dakota Act.

(b)

A Member who receives a distribution made by the Company:

(1)

which is either in violation of this Operating Agreement, or

(2)

when the Company’s liabilities exceed its assets (after giving effect to the distribution), is liable to the Company for a period of six years after such distribution for the amount of the distribution.

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A NORTH DAKOTA LIMITED LIABILITY COMPANY

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ARTICLE VII

MEETINGS OF MEMBERS

7.01 Annual Meeting . The annual meeting of the Members shall be held the first Monday in December or at such other time as shall be determined by resolution of the Members, commencing with the year 2006, for the purpose of the transaction of such business as may come before the meeting.

7.02 Special Meetings . Special meetings of the Members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by any Manager or by any Member or Members holding at least 10% of the voting Capital Interests.

7.03 Place of Meetings . The Members may designate any place, either within or outside the State of North Dakota, as the place of meeting for any meeting of the Members. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the Company in the State of North Dakota.

7.04 Notice of Meetings . Except as provided in Section 7.05, written notice stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called shall be delivered not less than 10 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the Managers or person calling the meeting, to each Member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered two calendar days after being deposited in the United States mail, addressed to the Member at its address as it appears on the books of the Company, with postage thereon prepaid.

7.05 Meeting of all Members . If all of the Members shall meet at any time and place, either within or outside of the State of North Dakota, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting lawful action may be taken.

7.06 Record Date . For the purpose of determining Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any distribution, or in order to make a determination of Members for any other purpose, the date on which notice of the meeting is mailed or the date on which the resolution declaring such distribution is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Section, such determination shall apply to any adjournment thereof.

7.07 Quorum . Members holding at least two-thirds of all voting Capital Interests, represented in person or by proxy, shall constitute a quorum at any meeting of Members. In the absence of a quorum at any such meeting, a majority of the voting Capital Interests so represented may adjourn the meeting from time to time for a period not to exceed 60 days without further notice. However, if the adjournment is for more than 60 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned

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meeting shall be given to each Member of record entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal during such meeting of that number of voting Capital Interests whose absence would cause less than a quorum.

7.08 Manner of Acting . If a quorum is present, the affirmative vote of Members holding a voting Majority Interest shall be the act of the Members, unless the vote of a greater or lesser proportion or number is otherwise required by the North Dakota Act, by the Articles of Organization, or by this Operating Agreement. Unless otherwise expressly provided herein or required under applicable law, Members who have an interest (economic or otherwise) in the outcome of any particular matter upon which the Members vote or consent may vote or consent upon any such matter and their Capital Interest, vote or consent, as the case may be, shall be counted in the determination of whether the requisite matter was approved by the Members.

7.09 Proxies . At all meetings of Members a Member may vote in person or by proxy executed in writing by the Member or by a duly authorized attorney-in-fact. Such proxy shall be filed with the Managers of the Company before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

7.10 Action by Members Without a Meeting . Action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by each Member entitled to vote and delivered to the Managers of the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Section is effective when all Members entitled to vote have signed the consent, unless the consent specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

7.11 Waiver of Notice . When any notice is required to be given to any Member, a waiver thereof in writing signed by the person entitled to such notice, whether before, at, or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE VIII

CONTRIBUTIONS TO THE COMPANY AND CAPITAL ACCOUNTS

8.01 Members’ Capital Contributions . Each Member shall contribute such amount as is set forth in Exhibit B hereto as its share of the Initial Capital Contribution.

8.02 Additional Contributions . Except as set forth in Section 8.01, no Member shall be required to make any Capital Contributions. To the extent approved by a majority of the Managers, from time to time, the Members may be permitted to make additional Capital Contributions if and to the extent they so desire, and if the Managers determine that such additional Capital contributions are necessary or appropriate in connection with the conduct of

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the Company’s business (including without limitation, expansion or diversification). In such event, the Members shall have the opportunity (but not the obligation) to participate in such additional Capital Contributions on a pro rata basis in accordance with their Interests.

8.03 Capital Accounts .

(a)

A separate Capital Account will be maintained for each Member. Each Member’s Capital Account will be increased by:

(1)

the amount of money contributed by such Member to the Company;

(2)

the fair Market value of property contributed by such Member to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to Section 752 of the Code);

(3)

allocations to such Member of Net Profits and Net Losses; and

(4)

allocations to such Member of income described in Section 705(a)(1)(B) of the Code.

Each Member’s Capital Account will be decreased by:

(1)

the amount of money distributed to such Member by the Company;

(2)

the fair market value of property distributed to such Member by the Company (net of liabilities secured by such distributed property that such Member is considered to assume or take subject to Section 752 of the Code);

(3)

allocations to such Member of expenditures described in Section 705(a)(2)(B) of the Code; and

(4)

allocations to the account of such Member of Company loss and deduction as set forth in the Treasury Regulations, taking into account adjustments to reflect fair market value.

(b)

In the event of a permitted sale or exchange of a Membership Interest or an Economic Interest in the Company, the Capital Account of the transferor shall become the Capital Account of the transferee to the extent it relates to the transferred Membership Interest or Economic Interest in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations.

(c)

The manner in which Capital Accounts are to be maintained pursuant to this Section 8.03 is intended to comply with the requirements of Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. If in the opinion of the Company’s accountants the manner in which Capital Accounts are to be

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maintained pursuant to the preceding provisions of this Section 8.03 should be modified in order to comply with Section 704(b) of the Code and the Treasury Regulations thereunder, then notwithstanding anything to the contrary contained in the preceding provisions of this Section 8.03, the method in which Capital Accounts are maintained shall be so modified; provided, however, that any change in the manner of maintaining Capital Accounts shall not materially alter the economic agreement between or among the Members.

(d)

Upon liquidation of the Company (or any Member’s Membership Interest or Economic Interest Owner’s Economic Interest), liquidating distributions will be made in accordance with the positive Capital Account balances of the Members and Economic Interest Owners, as determined after taking into account all Capital Account adjustments for the Company’s taxable year during which the liquidation occurs. Liquidation proceeds will be paid within sixty days of the end of the taxable year (or, if later, within 120 days after the date of the liquidation). The Company may offset damages for breach of this Operating Agreement by a Member or Economic Interest Owner whose interest is liquidated (either upon the withdrawal of the Member or the liquidation of the Company) against the amount otherwise distributable to such Member.

(e)

Except as otherwise required in the North Dakota Act (and subject to Sections 8.01 and 8.02), no Member or Economic Interest Owner shall have any liability to restore all or any portion of a deficit balance in such Member’s or Economic Interest Owner’s Capital Account.

8.04 Withdrawal or Reduction of Members’ Contributions to Capital .

(a)

A Member shall not receive out of the Company’s property any part of its Capital Contribution until all liabilities of the Company, except liabilities to Members on account of their Capital Contributions, have been paid or there remains property of the Company sufficient to pay them.

(b)

A Member, irrespective of the nature of its Capital Contribution, has only the right to demand and receive cash in return for its Capital Contribution.

ARTICLE IX

ALLOCATIONS, INCOME TAX, DISTRIBUTIONS, ELECTIONS AND REPORTS

9.01 Allocations of Profits and Losses from Operations . The Net Profits and Net Losses of the Company for each fiscal year will be allocated in proportion to the Capital Accounts of the Members.

9.02 Special Allocations to Capital Accounts . Notwithstanding Section 9.01 hereof:

(a)

No allocations of loss, deduction and/or expenditures described in Section 705(a)(2)(B) of the Code shall be charged to the Capital Account of any Member if such allocation would cause such Member to have a Deficit Capital Account. The amount of the loss, deduction and/or Code Section 705(a)(2)(B) expenditure which would have caused a Member to have a Deficit Capital Account shall instead be charged to the Capital Accounts of any Members which would not have Deficit Capital Accounts as a result of the allocation, in proportion to their respective Capital Contributions, or, if no such Members exist, then to the Members in accordance with their interests in Company profits pursuant to Section 9.01.

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(b)

In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6) of the Treasury Regulations, which create or increase a Deficit Capital Account of such Member, then items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year and, if necessary, for subsequent years) shall be specially credited to the Capital Account of such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Deficit Capital Account so created as quickly as possible. It is the intent that this Section 9.02(b) be interpreted to comply with the alternate test for economic effect set forth in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations.

(c)

In the event any Member would have a Deficit Capital Account at the end of any Company taxable year which is in excess of the sum of any amount that such Member is obligated to restore to the Company under Treasury Regulations Section 1.704-1(b)(2)(ii)(c) and such Member’s share of minimum gain as defined in Section 1.704-2(g)(1) of the Treasury Regulations), the Capital Account of such Member shall be specially credited with items of Membership income (including gross income) and gain in the amount of such excess as quickly as possible.

(d)

Notwithstanding any other provision of this Section 9.02, if there is a net decrease in the Company’s minimum gain as defined in Treasury Regulation Section 1.704-2(d) during a taxable year of the Company, then, the Capital Accounts of each Member shall be allocated items of income (including gross income) and gain for such year (and if necessary for subsequent years) equal to- that Member’s share of the net decrease in Company minimum gain. This Section 9.02(d) is intended to comply with the minimum gain chargeback requirement of Section 1.704-2 of the Treasury Regulations and shall be interpreted consistently therewith. If in any taxable year that the Company has a net decrease in the Company’s minimum gain, if the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members and it is not expected that the Company will have sufficient other income to correct that distortion, the Managers may in their discretion (and shall, if requested to do so by a Member) seek to have the Internal Revenue Service waive the minimum gain chargeback requirement in accordance with Treasury Regulation Section 1.704-2(f)(4).

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(e)

Items of Company loss, deduction and expenditures described in Section 705(a)(2)(B) which are attributable to any nonrecourse debt of the Company and are characterized as partner (Member) nonrecourse deductions under Section 1.704-2(i) of the Treasury Regulations shall be allocated to the Members’ Capital Accounts in accordance with said Section 1.704-2(i) of the Treasury Regulations.

(f)

Beginning in the first taxable year in which there are allocations of “nonrecourse deductions” (as described in Section 1.704-2(b) of the Treasury Regulations) such deductions shall be allocated to the Members in accordance with, and as a part of, the allocations of Company profit or loss for such period.

(g)

In accordance with Section 704(c)(1)(A) of the Code and Section 1.704-1(b)(2)(iv)(d)(3) of the Treasury Regulations, if a Member contributes property with a fair market value that differs from its adjusted basis at the time of contribution, income, gain, loss and deductions with respect to the property shall, solely for federal income tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company and its fair market value at the time of contribution.

(h)

Pursuant to Section 704(c)(1)(B) of the Code, if any contributed property is distributed by the Company other than to the contributing Member within seven years of being contributed, then, except as provided in Section 704(c)(2) of the Code, the contributing Member shall be treated as recognizing gain or loss from the sale of such property in an amount equal to the gain or loss that would have been allocated to such Member under Section 704(c)(1)(A) of the Code if the property had been sold at its fair market value at the time of the distribution.

(i)

In the case of any distribution by the Company to a Member or Economic Interest Owner, such Member or Economic Interest Owner shall be treated as recognizing gain in an amount equal to the lesser of:

(1)

the excess (if any) of (A) the fair market value of the property (other than money) received in the distribution over (B) the adjusted basis of such Member’s Membership Interest or Economic Interest Owner’s Economic Interest in the Company immediately before the distribution reduced (but not below zero) by the amount of money received in the distribution, or

(2)

the Net Precontribution Gain (as defined in Section 737(b) of the Code) of the Member or Economic Interest Owner. The Net Precontribution Gain means the net gain (if any) which would have been recognized by the distributee Member or Economic Interest Owner under Section 704(c)(1)(B) of the Code if all property which (1) had been contributed to the Company within five years of the distribution, and (2) is held by the

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Company immediately before the distribution, had been distributed by the Company to another Member or Economic Interest Owner. If any portion of the property distributed consists of property which had been contributed by the distributee Member or Economic Interest Owner to the Company, then such property shall not be taken into account under this Section 9.02(i) and shall not be taken into account in determining the amount of the Net Precontribution Gain. If the property distributed consists of an interest in an entity, the preceding sentence shall not apply to the extent that the value of such interest is attributable to the property contributed to such entity after such interest had been contributed to the Company.

(j)

In connection with a Capital Contribution of money or other property (other than a de minimis amount) by a new or existing Member or Economic Interest Owner as consideration for an Economic Interest or Membership Interest, or in connection with the liquidation of the Company or a distribution of money or other property (other than a de minimis amount) by the Company to a retiring Member or Economic Interest Owner as consideration for an Economic Interest or Membership Interest), the Capital Accounts of the Members shall be adjusted to reflect a revaluation of Company property (including intangible assets) in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). If under Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, Company property that has been revalued is properly reflected in the Capital Accounts and on the books of the Company at a book value that differs from the adjusted tax basis of such property, then depreciation, depletion, amortization and gain or loss with respect to such property shall be shared among the Members in a manner that takes account of the variation between the adjusted tax basis of such property and its book value, in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Company are taken into account in determining the Members’ shares of tax items under Section 704(c) of the Code.

(k)

All recapture of income tax deductions resulting from sale or disposition of Company property shall be allocated to the Member or Members to whom the deduction that gave rise to such recapture was allocated hereunder to the extent that such Member is allocated any gain from the sale or other disposition of such property.

(l)

Any credit or charge to the Capital Accounts of the Members pursuant to Sections 9.02(b), (c) and/or (d) hereof shall be taken into account in computing subsequent allocations of profits and losses pursuant to Section 9.01, so that the net amount of any items charged or credited to Capital Accounts pursuant to Sections 9.01 and 9.02 shall to the extent possible, be equal to the net amount that would have been allocated to the Capital Account of each Member pursuant to the provisions of this Article IX if the special allocations required by Sections 9.02(b), (c) and/or (d) hereof had not occurred.

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9.03 Distributions . Except as provided in Section 8.03(d), all distributions of cash or other property shall be made to the Members as follows:

Except as provided in Section 9.04, all distributions of Distributable Cash and property shall be made at such time as determined by the Managers. All amounts withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Members from the Company shall be treated as amounts distributed to the relevant Member or Members pursuant to this Section 9.03.

9.04 Limitation Upon Distributions . No distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company, except liabilities to Members on account of their contributions.

9.05 Accounting Principles . The profits and losses of the Company shall be determined in accordance with accounting principles applied on a consistent basis using the accrual method of accounting. It is intended that the Company will elect those accounting methods which provide the Company and the Members with the greatest tax benefits.

9.06 Interest On and Return of Capital Contributions . No Member shall be entitled to interest on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein.

9.07 Loans to Company . Nothing in this Operating Agreement shall prevent any Member from making secured or unsecured loans to the Company by agreement with the Company.

9.08 Accounting Period . The Company’s accounting period shall be the calendar year.

9.09 Records, Audits and Reports . At the expense of the Company, the Managers shall maintain records and accounts of all operations and expenditures of the Company. At a minimum, the Company shall keep at its principal place of business the following records:

(a)

A current list of the full name and last known business, residence, or mailing address of each Member, Economic Interest Owner and Manager, both past and present;

(b)

A copy of the Articles of Organization of the Company and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed;

(c)

Copies of the Company’s federal, state, and local income tax returns and reports, if any, for the four most recent years;

(d)

Copies of the Company’s currently effective written Operating Agreement, copies of any writings permitted or required with respect to a Member’s obligation to contribute cash, property or services, and copies of any financial statements of the Company for the three most recent years;

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(e)

Minutes of every annual, special and court-ordered meeting;

(f)

Any written consents obtained from Members for actions taken by Members without a meeting.

9.10 Returns and Other Elections . The Operating Manager shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business. Copies of such returns, or pertinent information therefrom, shall be furnished to the Members within a reasonable time after the end of the Company’s fiscal year. The Operating Manager shall timely file with the North Dakota State Tax Commissioner the Company’s annual North Dakota return.

All elections permitted to be made by the Company under federal or state laws shall be made by the Operating Manager in his sole discretion, provided that the Operating Manager shall make any tax election requested by Members owning a Majority Interest.

ARTICLE X

TRANSFERABILITY

10.01 General . Except as otherwise specifically provided herein neither a Member nor an Economic Interest Owner shall have the right to:

(a)

sell, assign, pledge, hypothecate, transfer, exchange or otherwise transfer for consideration (collectively, “sell”),

(b)

gift, bequeath or otherwise transfer for no consideration (whether or not by operation of law, except in the case of bankruptcy) all or any part of its Membership Interest or Economic Interest.

10.02 Right of First Refusal .

(a)

In the event a Selling Member desires to sell all or any portion of its Membership Interest or Economic Interest in the Company to a third party purchaser, the Selling Member shall first obtain from such third party purchaser a bona fide written offer to purchase such interest, stating the terms and conditions upon which the purchase is to be made and the consideration offered therefor. The Selling Member shall give written notification to the remaining Members, by certified mail or personal delivery, of its intention to so transfer such interest, furnishing to the remaining Members a copy of the aforesaid written offer to purchase such interest.

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(b)

The remaining Members, and each of them shall, on a basis pro rata to their Capital Interests (voting having a right of first refusal as to voting and non-voting having a right of first refusal as to non-voting) or on a basis pro rata to the Capital Interests of those remaining Members exercising their right of first refusal, have the right to exercise a right of first refusal to purchase all (but not less than all) of the interest proposed to be sold by the Selling Member upon the same terms and conditions as stated in the aforesaid written offer to purchase by giving written notification to the Selling Member, by certified mail or personal delivery, of their intention to do so within ten (10) days after receiving written notice from the Selling Member. The failure of all the remaining Members (or any one or more of them) to so notify the Selling Member of their desire to exercise this right of first refusal within said ten (10) day period shall result in the termination of the right of first refusal and the Selling Member shall be entitled to consummate the sale of its interest in the Company, or such portion of its interest, if any, with respect to which the right of first refusal has not been exercised, to such third party purchaser.

In the event the remaining Members (or any one or more of the remaining Members) give written notice to the Selling Member of their desire to exercise this right of first refusal and to purchase all of the Selling Member’s interest in the Company which the Selling Member desires to sell upon the same terms and conditions as are stated in the aforesaid written offer to purchase, the remaining Members shall have the right to designate the time, date and place of closing, provided that the date of closing shall be within ten (10) days after receipt of written notification from the Selling Member of the third party offer to purchase.

(c)

In the event of either the purchase of the Selling Member’s interest in the Company by a third party purchaser or the gift of an interest in the Company (including an Economic Interest), and as a condition to recognizing one or more of the effectiveness and binding nature of any such sale or gift and (subject to Section 10.03, below) substitution of a new Member as against the Company or otherwise, the remaining Members may require the Selling Member or Gifting Member and the proposed purchaser, donee or successor-in-interest, as the case may be, to execute, acknowledge and deliver to the remaining Members such instruments of transfer, assignment and assumption and such other certificates, representations and documents, and to perform all such other acts which the remaining Members may deem necessary or desirable to:

(1)

constitute such purchaser as a Member, donee or successor-in-interest as such;

(2)

confirm that the person desiring to acquire an interest or interests in the Company, or to be admitted as a Member, has accepted, assumed and agreed to be subject and bound by all of the terms, obligations and conditions of the Operating Agreement, as the same may have been further amended (whether such Person is to be admitted as a new Member or will merely be an Economic Interest Owner);

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(3)

preserve the Company after the completion of such sale, transfer, assignment, or substitution under the laws of each jurisdiction in which the Company is qualified, organized or does business;

(4)

maintain the status of the Company as a partnership for federal tax purposes; and

(5)

assure compliance with any applicable state and federal laws including securities laws and regulations.

(d)

Any sale or gift of a Membership Interest or Economic Interest or admission of a Member in compliance with this Article X shall be deemed effective as of the last day of the calendar month in which the remaining Members’ consent thereto was given, or, if no such consent was required pursuant to Section 10.02(e), then on such date that the donee or successor-in-interest complies with this Article. The Selling Member agrees, upon request of the remaining Members, to execute such certificates or other documents and perform such other acts as may be reasonably requested by the remaining Members from time to time in connection with such sale, transfer, assignment, or substitution. The Selling Member hereby indemnifies the Company and the remaining Members against any and all loss, damage, or expense (including, without limitation, tax liabilities or loss of tax benefits) arising directly or indirectly as a result of any transfer or purported transfer in violation of this Article X.

(e)

Subject to Section 10.03(c), a Transferring Member may gift all or any portion of its Membership Interest and Economic Interest without regard to Section 10.02(a) and (b) provided that the donee or other successor-in-interest (collectively, “donee”) complies with Section 10.02(c) and further provided that the donee is either the Gifting Member’s spouse, former spouse, or lineal descendent (including adopted children). In the event of the gift of all or any portion of a Gifting Member’s Membership Interest or Economic Interest to one or more donees who are under 25 years of age, one or more trusts shall be established to hold the gifted interest(s) for the benefit of such donee(s) until all of the donee(s) reach the age of at least 25 years.

10.03 Transferee Not Member in Absence of Unanimous Consent .

(a)

Notwithstanding anything contained herein to the contrary (including, without limitation, Section 10.02 hereof), if all of the remaining Members do not approve by unanimous written consent the proposed sale or gift of the Transferring Member’s Membership Interest or Economic Interest to a transferee or donee which is not a Member immediately prior to the sale or gift, then the proposed transferee or donee shall have no right to participate in the management of the

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business and affairs of the Company or to become a Member. The transferee or donee shall be merely an Economic Interest Owner. No transfer of a Member’s interest in the Company (including any transfer of the Economic Interest or any other transfer which has not been approved by unanimous written consent of the Members) shall be effective unless and until written notice (including the name and address of the proposed transferee or donee and the date of such transfer) has been provided to the Company and the non-transferring Member(s).

(b)

Upon and contemporaneously with any sale or gift of a Transferring Member’s Economic Interest in the Company which does not at the same time transfer the balance of the rights associated with the Economic Interest transferred by the Transferring Member (including, without limitation, the rights of the Transferring Member to participate in the management of the business and affairs of the Company), the Company shall purchase from the Transferring Member, and the Transferring Member shall sell to the Company for a purchase price of $100.00, all remaining rights and interests retained by the Transferring Member which immediately prior to such sale or gift were associated with the transferred Economic Interest.

(c)

The restrictions on transfer contained in this Section 10.03 are intended to comply (and shall be interpreted consistently) with the restrictions on transfer set forth in Section 10-32-31 of the North Dakota Act.

ARTICLE XI

ADDITIONAL MEMBERS

From the date of the formation of the Company, any Person or Entity acceptable to the Members by their majority vote thereof may become a Member in this Company either by the issuance by the Company of Membership Interests for such consideration as the Members by their majority votes shall determine, or as a transferee of a Member’s Membership Interest or any portion thereof, subject to the terms and conditions of this Operating Agreement. No new Members shall be entitled to any retroactive allocation of losses, income or expense deductions incurred by the Company. The Manager or Managers may, at his or their option, at the time a Member is admitted, close the Company books (as though the Company’s tax year had ended) or make pro rata allocations of loss, income and expense deductions to a new Member for that portion of the Company’s tax year in which a Member was admitted in accordance with the provisions of Section 706(d) of the Code and the Treasury Regulations promulgated thereunder.

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ARTICLE XII

DISSOLUTION AND TERMINATION

12.01 Dissolution .

(a)

The Company shall be dissolved upon the occurrence of any of the following events:

(1)

when the period fixed for the duration of the Company shall expire pursuant to Section 2.05 hereof;

(2)

by the unanimous written agreement of all Members; or

(3)

upon the death, retirement, resignation, expulsion, bankruptcy or dissolution of the last Member or occurrence of any other event which terminates the continued membership of the last Member in the Company (a “Withdrawal Event”).

(b)

Notwithstanding anything to the contrary in this Operating Agreement, if a Member or Members owning voting Capital Interests which in the aggregate constitute not less than two-thirds of the voting Capital Interests vote to dissolve the Company at a meeting of the Company pursuant to Article VII, then all of the Members shall agree in writing to dissolve the Company as soon as possible (but in any event not more than 10 days) thereafter.

(c)

As soon as possible following the occurrence of any of the events specified in this Section 12.01 effecting the dissolution of the Company, the appropriate representative of the Company shall execute a statement of intent to dissolve in such form as shall be prescribed by the North Dakota Secretary of State and file same with the North Dakota Secretary of State’s office.

(d)

If a Member who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the Member’s executor, administrator, guardian, conservator, or other legal representative may exercise all of the Member’s rights for the purpose of settling his estate or administering his property.

(e)

Except as expressly permitted in this Operating Agreement, a Member shall not voluntarily resign or take any other voluntary action which directly causes a Withdrawal Event. Unless otherwise approved by members owning a Majority Interest, a Member who resigns (a “Resigning Member”) or whose Membership Interest is otherwise terminated by virtue of a Withdrawal Event, regardless of whether such Withdrawal Event was the result of a voluntary act by such Member, shall not be entitled to receive any distributions to which such Member would not have been entitled had such Member remained a Member. Except as otherwise expressly provided herein, a Resigning Member shall become an Economic Interest Owner. Damages for breach of this Section 12.01(e) shall be monetary damages only (and not specific performance), and such damages may be offset against distributions by the Company to which the Resigning Member would otherwise be entitled.

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12.02 Effect of Filing of Dissolving Statement . Upon the filing by the North Dakota Secretary of State of a statement of intent to dissolve, the Company shall cease to carry on its business, except insofar as may be necessary for the winding up of its business, but its separate existence shall continue until a certificate of dissolution has been issued by the Secretary of State or until a decree dissolving the Company has been entered by a court of competent jurisdiction.

12.03 Winding Up, Liquidation and Distribution of Assets .

(a)

Upon dissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s) shall immediately proceed to wind up the affairs of the Company.

(b)

If the Company is dissolved and its affairs are to be wound up, the Manager(s) shall:

(1)

Sell or otherwise liquidate all of the Company’s assets as promptly as practicable (except to the extent the Manager(s) may determine to distribute any assets to the Members in kind),

(2)

Allocate any profit or loss resulting from such sales to the Members’ and Economic Interest Owners’ Capital Accounts in accordance with Article IX hereof,

(3)

Discharge all liabilities of the Company, including liabilities to Members and Economic Interest Owners who are creditors, to the extent otherwise permitted by law, other than liabilities to Members and Economic Interest Owners for distributions, and establish such Reserves as may be reasonably necessary to provide for contingencies and foreseeable liabilities of the Company (for purposes of determining the Capital Accounts of the Members and Economic Interest Owners, the amounts of such Reserves shall be deemed to be an expense of the Company),

(4)

Distribute the remaining assets in the following order:

(i)

If any assets of the Company are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by agreement of the Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members and Economic Interest Owners shall be adjusted pursuant to the provisions of Article IX and Section 8.03 of this Operating Agreement to reflect such deemed sale.

(ii)

The positive balance (if any) of each Member’s and Economic Interest Owner’s Capital Account (as determined after taking into

OPERATING AGREEMENT OF BADLANDS POWER FUELS, LLC

A NORTH DAKOTA LIMITED LIABILITY COMPANY

Page 23

account all Capital Account adjustments for the Company’s taxable year during which the liquidation occurs) shall be distributed to the Members, either in cash or in kind, as determined by the Manager(s), with any assets distributed in kind being valued for this purpose at their fair market value as determined pursuant to Section 12.03(b)(1). Any such distributions to the Members in respect of their Capital Accounts shall be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations.

(c)

Notwithstanding anything to the contrary in this Operating Agreement, upon a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a Deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

(d)

Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated.

(e)

The Manager(s) shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

12.04 Articles of Dissolution . When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, articles of dissolution shall be executed in duplicate and verified by the person signing the articles, which articles shall set forth the information required by the North Dakota Act. Duplicate originals of such articles of dissolution shall be delivered to the North Dakota Secretary of State.

12.05 Certificate of Dissolution . Upon the issuance of the certificate of dissolution, the existence of the Company shall cease, except for the purpose of suits, other proceedings and appropriate action as provided in the North Dakota Act. The Manager(s) shall have authority to distribute any Company property discovered after dissolution, convey real estate and take such other action as may be necessary on behalf of and in the name of the Company.

12.06 Return of Contribution Nonrecourse to Other Members . Except as provided by law or as expressly provided in this Operating Agreement, upon dissolution, each Member shall look solely to the assets of the Company for the return of its Capital Contribution. If the Company property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the cash contribution of one or more Members, such Member or Members shall have no recourse against any other Member.

OPERATING AGREEMENT OF BADLANDS POWER FUELS, LLC

A NORTH DAKOTA LIMITED LIABILITY COMPANY

Page 24

ARTICLE XIII

MISCELLANEOUS PROVISIONS

13.01 Notices . Any notice, demand, or communication required or permitted to be given by any provision of this Operating Agreement shall be deemed to have been sufficiently given or served for all purposes if delivered personally to the party or to an executive officer of the party to whom the same is directed or, if sent by registered or certified mail, postage and charges prepaid, addressed to the Member’s and/or Company’s address, as appropriate, which is set forth in this Operating Agreement. Except as otherwise provided herein, any such notice shall be deemed to be given three business days after the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and sent as aforesaid.

13.02 Books of Account and Records . Proper and complete records and books of account shall be kept or shall be caused to be kept by the Managers in which shall be entered fully and accurately all transactions and other matters relating to the Company’s business in such detail and completeness as is customary and usual for businesses of the type engaged in by the Company. Such books and records shall be maintained as provided in Section 9.09. The books and records shall at all times be maintained at the principal executive office of the Company and shall be open to the reasonable inspection and examination of the Members, Economic Interest Owners or their duly authorized representatives during reasonable business hours.

13.03 Application of North Dakota Law . This Operating Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of North Dakota, and specifically the North Dakota Act.

13.04 Waiver of Action for Partition . Each Member and Economic Interest Owner irrevocably waives during the term of the Company any right that it may have to maintain any action for partition with respect to the property of the Company.

13.05 Amendments . This Operating Agreement may not be amended except by the unanimous agreement of all of the Members.

13.06 Execution of Additional Instruments . Each Member hereby agrees to execute such other and further statements of interest and holdings, designations, powers of attorney and other instruments necessary to comply with any laws, rules or regulations.

13.07 Construction . Whenever the singular number is used in this Operating Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

13.08 Headings . The headings in this Operating Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Operating Agreement or any provision hereof.

OPERATING AGREEMENT OF BADLANDS POWER FUELS, LLC

A NORTH DAKOTA LIMITED LIABILITY COMPANY

Page 25

13.09 Waivers . The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Operating Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

13.10 Rights and Remedies Cumulative . The rights and remedies provided by this Operating Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

13.11 Severability . If any provision of this Operating Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Operating Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

13.12 Heirs, Personal Representatives, Successors and Assigns . Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Operating Agreement, their respective heirs, personal representatives, successors and assigns.

13.13 Creditors . None of the provisions of this Operating Agreement shall be for the benefit of or enforceable by any creditors of the Company.

13.14 Counterparts . This Operating Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

13.15 Investment Representations . The undersigned Members and Economic Interest Owners, if any, understand (1) that the Membership Interests and Economic Interests evidenced by this Operating Agreement have not been registered under the Securities Act of 1933, the North Dakota Securities Act of 1951 or any other state securities laws (the “Securities Acts”) because the Company is issuing these Membership Interests and Economic Interests in reliance upon the exemptions from the registration requirements of the Securities Acts providing for issuance of securities not involving a public offering, (2) that the Company has relied upon the fact that the Membership Interests and Economic Interests are to be held by each Member for investment, and (3) that exemption from registration under the Securities Acts would not be available if the Membership Interests and Economic Interests were acquired by a Member with a view to distribution.

Accordingly, each Member and Economic Interest Owner hereby confirms to the Company that such Member and Economic Interest Owner is acquiring the Membership Interests and Economic Interests for such Member’s and Economic Interest Owner’s own account, for investment and not with a view to the resale or distribution thereof. Each Member and Economic Interest Owner agrees not to transfer, sell or offer for sale any portion of the Membership Interests or Economic Interests unless there is an effective registration or other qualification relating thereto under the Securities Act of 1933 and under any applicable state

OPERATING AGREEMENT OF BADLANDS POWER FUELS, LLC

A NORTH DAKOTA LIMITED LIABILITY COMPANY

Page 26

securities laws or unless the holder of Membership Interests or Economic Interests delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under such Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Member and Economic Interest Owner understands that the Company is under no obligation to register the Membership Interests or Economic Interests or to assist such Member or Economic Interest Owner in complying with any exemption from registration under the Securities Acts if such Member or Economic Interest Owner should at a later date wish to dispose of the Membership Interest or Economic Interest. Furthermore, each Member realizes that the Membership Interests and Economic Interests are unlikely to qualify for disposition under Rule 144 of the Securities and Exchange Commission unless such Member is not an “affiliate” of the Company and the Membership Interest or Economic Interest has been beneficially owned and fully paid for by such Member or Economic Interest Owner for at least three years.

Prior to acquiring the Membership Interests and Economic Interests, each Member and Economic Interest Owner has made an investigation of the Company and its business and has had made available to each such Member and Economic Interest Owner all information with respect thereto which such Member needed to make an informed decision to acquire the Membership Interest or Economic Interest. Each Member and Economic Interest Owner considers himself or itself to be a person possessing experience and sophistication as an investor which are adequate for the evaluation of the merits and risks of such Member’s or Economic Interest Owner’s investment in the Membership Interest or Economic Interest.

CERTIFICATE

The undersigned hereby agrees, acknowledges and certifies that the foregoing Operating Agreement, consisting of thirty (30) pages including attached Exhibits, constitutes the Operating Agreement of Badlands Power Fuels, LLC adopted by the Members of the Company as of December 13th, 2005.


MEMBERS:

By:		/s/ Mark Johnsrud
BADLANDS ENERGY, LLC
Mark Johnsrud, Manager

OPERATING AGREEMENT OF BADLANDS POWER FUELS, LLC

A NORTH DAKOTA LIMITED LIABILITY COMPANY

Page 27

EXHIBIT A

MANAGERS OF BADLANDS POWER FUELS, LLC

Badlands Energy, LLC

OPERATING AGREEMENT OF BADLANDS POWER FUELS, LLC

A NORTH DAKOTA LIMITED LIABILITY COMPANY

Page 28

EXHIBIT B


Initial Member Contributions	Initial Capital Contribution		Voting Units		Nonvoting Units

Badlands Energy, LLC	$	1,000.00		1		0

OPERATING AGREEMENT OF BADLANDS POWER FUELS, LLC

A NORTH DAKOTA LIMITED LIABILITY COMPANY

Page 29

Exhibit 3.9

A RTICLES OF O RGANIZATION

B ADLANDS L EASING , LLC

The undersigned, acting as organizer of B ADLANDS L EASING , LLC, under the North Dakota Limited Liability Company Act (Chapter 10-32), adopts the following Articles of Organization for said Limited Liability Company:

N AME OF C OMPANY

The name of the limited liability company is BADLANDS LEASING, LLC (the “Company”).

II.

P ERIOD OF D URATION

The period of duration is perpetual from the date of filing of these Articles of Organization with the North Dakota Secretary of State, unless the Company is sooner dissolved.

III.

P URPOSE

The Company is organized (1) for the purposes of owning and leasing an airplane; and (2) for any general business purpose or purposes pursuant to Section 10-32-04 of the North Dakota Limited Liability Company Act.

IV.

R EGISTERED O FFICE AND A GENT

The address of its initial registered agent, and the name of the initial registered agent at that address is as follows:


		Lawco of North Dakota, Inc.
		111 East Broadway—PO Box 1206
		Williston, ND 58802-1206

A RTICLES OF O RGANIZATION OF B ADLANDS L EASING ,

LLC, A N ORTH D AKOTA L IMITED

L IABILITY C OMPANY

P AGE | 1

M EMBERS

The total amount of cash to contributed by check or wire or certified funds and the fair market value of property contributed by the Members is $540,000.00. The Members have not agreed to make any additional contributions, but may agree to do so in the future upon the terms and conditions set forth in the Operating Agreement.

VI.

A DDITIONAL M EMBERS

The Members reserve the right to admit additional Members upon the unanimous agreement of the Members as to the admission of, and the consideration to be paid by, such new Members, and subject to the terms and conditions of the Company’s Operating Agreement.

VII.

O PERATING A GREEMENT

The Operating Agreement of the Company shall be executed by each Member of the Company and shall set forth all provisions for the affairs of the Company and the conduct of its business to the extent that such provisions are not inconsistent with law or these Articles.

VIII.

L IABILITIES OF M EMBERS AND M ANAGERS

Members and managers of the Company are not liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company.

A RTICLES OF O RGANIZATION OF B ADLANDS L EASING ,

LLC, A N ORTH D AKOTA L IMITED

L IABILITY C OMPANY

P AGE | 2

IX.

M ANAGERS

The name and business address of the initial manager is:

Mark Johnsrud

2951 125 ^th Avenue NW

Watford City, ND 58854

The manager may be removed and replaced by the Members, as provided in the Operating Agreement.

O RGANIZERS

The name and address of the organizer is:

Jennifer M. Nasner

P.O. Box 1206

111 E. Broadway

Williston, ND 58802-1206

IN WITNESS WHEREOF, the undersigned has, caused these Articles of Organization to be executed this 13 ^th day of December, 2007.


By:		/s/ Jennifer M. Naser
		Jennifer M. Naser

A RTICLES OF O RGANIZATION OF B ADLANDS L EASING ,

LLC, A N ORTH D AKOTA L IMITED

L IABILITY C OMPANY

P AGE | 3

Exhibit 3.10

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

BADLANDS LEASING, LLC

THE UNITS OF MEMBERSHIP INTEREST EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION, BUT HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED. FURTHERMORE, SUCH UNITS OF MEMBERSHIP INTEREST HAVE NOT BEEN REGISTERED WITH THE SECURITIES COMMISSIONER OF THE STATE OF NORTH DAKOTA OR ANY OTHER STATE. ACCORDINGLY, THE SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION OF SUCH MEMBERSHIP INTEREST IS RESTRICTED AND MAY NOT BE ACCOMPLISHED EXCEPT IN ACCORDANCE SECTION 5 AND OTHER APPLICABLE PROVISIONS OF THIS AGREEMENT, AND AN APPLICABLE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT A REGISTRATION STATEMENT IS UNNECESSARY.

TABLE OF CONTENTS


		Page

ARTICLE I The Limited Liability Company			1

Section 1.1.	Formation		1
Section 1.2.	Name		1
Section 1.3.	Registered Agent; Registered Office		1
Section 1.4.	Principal Place of Business		1
Section 1.5.	Business Purpose; Powers		1
Section 1.6.	Continuation		2
Section 1.7.	Fiscal Year		2

ARTICLE II The Member			2

Section 2.1.	The Member		2
Section 2.2.	Units of Membership Interest		2
Section 2.3.	Liability of the Member		2
Section 2.4.	Admission of Members		2
Section 2.5.	Action by Written Consent		2

ARTICLE III Management of the Company			2

Section 3.1.	Management Authority		2
Section 3.2.	Officers		3
Section 3.3.	Conduct of Business		3
Section 3.4.	Officers as Agents		3
Section 3.5.	Reliance by Third Parties		3
Section 3.6.	Actions and Determinations of the Company		3

ARTICLE IV Capital Account; Profits; Losses and Distributions			4

Section 4.1.	Capital Account		4
Section 4.2.	Profits and Losses		4
Section 4.3.	Distributions		4
Section 4.4.	Withholding Taxes		4

ARTICLE V Books; Accounting and Tax Treatment			4

Section 5.1.	Books and Records; Accounting		4
Section 5.2.	Company Tax Returns		4
Section 5.3.	Tax Treatment		4

ARTICLE VI Dissolution			5

Section 6.1.	Duration and Dissolution		5
Section 6.2.	Winding Up		5
Section 6.3.	Distribution of Assets		5
Section 6.4.	Cancellation of Articles of Organization		5

ARTICLE VII Indemnification			5

Section 7.1.	Waiver of Liability		5
Section 7.2.	Good Faith and Other Standards		6


Section 7.3.	Books and Records	6
Section 7.4.	Indemnification	6
Section 7.5.	Insurance	7
Section 7.6.	Limitation on Liability	7

ARTICLE VIII Miscellaneous		8

Section 8.1.	Pledge of Membership Units	8
Section 8.2.	Entire Agreement	8
Section 8.3.	Notices	8
Section 8.4.	Governing Law	8
Section 8.5.	Validity	9
Section 8.6.	Section Headings	9
Section 8.7.	Survival of Rights	9
Section 8.8.	Counterparts	9
Section 8.9.	Remedies Cumulative	9

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

BADLANDS LEASING, LLC

This Amended and Restated Limited Liability Company Agreement (this “ Agreement ”) of Badlands Leasing, LLC, a North Dakota limited liability company (the “ Company ”), is made effective as of November 30, 2012, by Badlands Power Fuels, LLC, a Delaware limited liability company (f/k/a Badlands Energy, LLC a North Dakota limited liability company), as the sole member of the Company (the “ Member ”).

RECITAL

The Member has formed the Company as a limited liability company under the laws of the State of North Dakota and desires to enter into a written agreement, in accordance with the provisions of the North Dakota Limited Liability Company Act and any successor statute, as amended from time to time (the “ Act ”), governing the affairs of the Company and the conduct of its business.

ARTICLE I

The Limited Liability Company

Section 1.1. Formation . The Member has formed the Company as a limited liability company pursuant to the provisions of the Act. Articles of Formation for the Company (the “ Articles of Formation ”) have been filed in the Office of the Secretary of State of North Dakota in conformity with the Act.

Section 1.2. Name . The name of the Company is “Badlands Leasing, LLC” and its business shall be carried on in such name with such variations and changes as the Member shall determine or deem necessary to comply with the requirements of the jurisdictions in which the Company’s operations are conducted.

Section 1.3. Registered Agent; Registered Office . The Company’s registered agent is C T Corporation System. The address of the registered office of the Company in the State of North Dakota is the office of its registered agent at 314 East Thayer Avenue, Bismarck, North Dakota 58501.

Section 1.4. Principal Place of Business . The principal place of business of the Company within the State of North Dakota shall be 3711 4th Avenue, Watford City, North Dakota 58854.

- 1 -

Section 1.6. Continuation . Subject to the provisions of ARTICLE VI herein, the Company shall have perpetual existence.

Section 1.7. Fiscal Year . The fiscal year of the Company (the “Fiscal Year”) for financial statement and accounting purposes shall end on December 31 of each year.

ARTICLE II

The Member

Section 2.1. The Member . The name and address of the Member is as follows:

Name

Address

Badlands Power Fuels, LLC

c/o Heckmann Corporation, 300 Cherrington Parkway,

Suite 200, Coraopolis, Pennsylvania 15108, Attention: Damian C. Georgino, Executive Vice President

Section 2.2. Units of Membership Interest . The Member shall have the units of membership interest in the Company specified as follows:


Member	Units of Membership Interest
Badlands Power Fuels, LLC		100

Section 2.4. Admission of Members . New members shall be admitted only upon the approval of the Member.

ARTICLE III

Management of the Company

- 2 -


Mark D. Johnsrud		Chief Executive Officer
Jay Parkinson		Chief Financial Officer
Charles R. Gordon		Chief Operating Officer
Damian C. Georgino		Vice President, Assistant Secretary and Assistant Treasurer
W. Christopher Chisholm		Vice President, Assistant Secretary and Assistant Treasurer
Brian R. Anderson		Vice President, Assistant Treasurer and Assistant Secretary
Sean D. Hawkins		Vice President, Secretary, Business Unit Counsel and Assistant Treasurer

- 3 -

ARTICLE IV

Capital Account; Profits; Losses and Distributions

Section 4.1. Capital Account . A capital account shall be maintained for the Member, to which contributions and profits shall be credited and against which distributions and losses shall be charged.

Section 4.3. Distributions . The Member shall determine profits available for distribution and, if any, the amount.

ARTICLE V

Books; Accounting and Tax Treatment

- 4 -

ARTICLE VI

Dissolution

Section 6.3. Distribution of Assets . Upon the winding up of the Company, the assets shall be distributed in the manner provided in Section 18-804 of the Act.

Section 6.4. Cancellation of Articles of Organization . Upon the completion of the winding up of the Company and the distribution of the Company’s assets, the Company shall be terminated and the Member shall cause the Company to execute and file any and all necessary documents with the Secretary of State of North Dakota to effectuate the termination of the Company.

ARTICLE VII

Indemnification

- 5 -

directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that person or one or more of the other Subsidiaries of that person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any person or one or more Subsidiaries of that person or a combination thereof. For purposes hereof, a person or persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such person or persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the manager, managing member, managing director (or a board comprised of any of the foregoing) or manager of such limited liability company, partnership, association or other business entity. For purposes hereof, references to a “ Subsidiary ” of any person shall be given effect only at such times that such person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Company.

- 6 -

reasonable attorney’s fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided that the acts, omissions or alleged acts or omissions upon which such actual or threatened action, proceeding or claim is based were not performed or omitted fraudulently or in bad faith or which constituted willful misconduct by any such Indemnified Party.

(c) Any repeal or modification of any provision in this ARTICLE VII shall not adversely affect any right or protection of an Indemnified Party existing prior to such repeal or modification.

Section 7.6. Limitation on Liability . The foregoing indemnification is limited to the assets of the Company, and nothing contained herein is intended to create personal liability for the Member.

- 7 -

ARTICLE VIII

Miscellaneous

Section 8.4. Governing Law . This Agreement shall be governed and construed in accordance with the laws of the State of North Dakota without giving effect to the principles of conflict of laws thereof. In particular, this Agreement shall be construed to the maximum extent possible to comply with all of the terms and conditions of the Act.

- 8 -

Section 8.8. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same agreement.

[Remainder of page intentionally left blank. Signature page follows.]

- 9 -

IN WITNESS WHEREOF, this Agreement is executed as of the date first stated above.


COMPANY:

BADLANDS LEASING, LLC

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

MEMBER:

BADLANDS POWER FUELS, LLC

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

[Signature Page to Amended and Restated Limited Liability Company Agreement Badlands Leasing, LLC]

EXHIBIT 3.21

ARTICLES OF ORGANIZATION OF

LANDTECH ENTERPRISES, L.L.C.

I, the undersigned individual of the age of eighteen years or more, acting the organizer of a limited liability company organized under the North Dakota Limited Liability Act, adopt the following Articles of Organization for such limited liability company.

ARTICLE I.

The name of the limited liability company is LANDTECH ENTERPRISES, L.L.C.

ARTICLE II.

The name of the registered agent is Mark Johnsrud, whose social security number is [REDACTED]. The address of such agent is 2951 125th Ave. NW, Watford City, North Dakota 58854. This address shall be the registered office in North Dakota.

ARTICLE III.

The name and address of the organizer is:

Mark Johnsrud

2951 125th Ave. NW

Watford City, ND 58854

ARTICLE IV.

The limited liability company shall be effective on date filed with the Secretary of State.

ARTICLE V.

The limited liability company shall have perpetual existence.

I, the above named organizer have read the foregoing Articles of Organization, know the contents, and believe the statements made therein to be true.

DATED this 18 day of May, 2005.

/s/ Mark Johnsrud, Organizer

Mark Johnsrud, Organizer

CONSENT TO THE USE OF A NAME

1. The name desired to be registered is LANDTECH ENTERPRISES, L.L.C.

2. The name already on file is LANDTECH ENTERPRISES LTD. CO. whose address is P.O. Box 1560, Sidney, Montana 59270.

I grant consent to register the name listed in item number 1 above, and to file articles of organization under such name, to Mark Johnsrud the organizer of LANDTECH ENTERPRISES, L.L.C. located at 2951 125th Ave. NW, Watford City, North Dakota 58854, unconditionally.

I certify that I am authorized to sign this consent on behalf of LANDTECH ENTERPRISES LTD. CO.


LANDTECH ENTERPRISES LTD. CO.

By:		/s/ Elmer C. Christensen
		ELMER C. CHRISTENSEN, Member

Daytime Phone: (406) 488-4006

EXHIBIT 3.22

OPERATING AGREEMENT

LANDTECH ENTERPRISES, LLC

THIS OPERATING AGREEMENT is dated and adopted this 1 day of June, 2005 by the person whose name is subscribed below, who constitutes the members of LANDTECH ENTERPRISES, LLC, a North Dakota Limited Liability Company.

The member agrees as follows:

ARTICLE 1

Organization of Company

1.01. Name: The name of the Limited Liability Company that is to be formed and operated pursuant to this Operating Agreement is LANDTECH ENTERPRISES, LLC, which is a Limited Liability Company organized under the Limited Liability Company Act of the State of North Dakota.

1.02. Registered Agent and Office: The Company’s registered agent in North Dakota is Mark Johnsrud, whose business address is 2951 125th Ave. N.W., Watford City, North Dakota 58854. The Company may designate other registered agents or offices at any time in this state or, if necessary, in other states.

1.03. Principal Place of Business: The Company’s principal place of business is located at 2951 125th Ave. N.W., Watford City, North Dakota 58854. The Company may establish additional offices at any time.

1.04. Term: The term of existence of the Company shall begin with the filing or acceptance of its Articles of Organization and shall continue until the dissolution and termination of the Company as provided in Article 8 of this Operating Agreement.

1.05. Purpose: The purpose of the Company is to engage in the business of salt water disposal from oil and gas operations and to engage in any lawful business or activity for which a Limited Liability Company may be organized under the North Dakota Limited Liability Company Act.

ARTICLE 2

Membership and Capital

2.01.

Initial Members: The name and address of the initial member of the Company is:

Mark Johnsrud, 2951 125th Ave. N.W., Watford City, North Dakota 58854.

2.02. New or Substituted Members: New members shall be admitted to the Company only upon the written consent of the existing member. An assignee of a member’s ownership interest in the Company shall be admitted to the Company as a substituted member only upon the written consent of 100 percent of the members. A new or substituted member, as a condition of being admitted to membership in the Company, shall be fully bound by the terms and provisions of this Operating Agreement and all amendments thereto, whether or not the new or substituted member actually signs this agreement or an addendum thereto.

2.03. Ownership Interests: The ownership interest of each member of the Company shall be expressed in terms of a percentage. The total ownership interests of all members shall always equal 100 percent. The ownership interests of new members shall be determined prior to admission by the existing members. The ownership interests of the initial members are set forth in section 2.04 of this Operating Agreement.

2.04. Capital Contributions: A member’s capital contributions to the Company may consist of cash, property, services rendered, or a written promise to contribute cash, property or services in the future. The value of all capital contributions shall be determined by the members. A member shall not be entitled to withdraw a capital contribution without the consent of all other members. A member shall not be entitled to interest on or with respect to any capital contribution. Additional capital contributions may be made by a member only with the consent of all other members. The capital contributions required of new members shall be determined by the existing members. The initial capital contributions and the initial ownership interest of the initial members of the Company are set forth below:

Name

Type and Value of Capital

Contribution

Ownership Interest

2.05. Capital Accounts: The Company shall maintain a capital account for each member. A member’s capital account shall consist of the total amount of the member’s capital contributions to the Company, plus any net income or gain allocated to the member by the Company, plus the amount of any Company liability assumed or secured by the member, less the value of any money or property distributed to the member by the Company, less any net losses allocated to the member by the Company, less the amount of any liabilities of the member assumed or secured by the Company.

2.06. Resignation of Member: A member may resign, retire or withdraw from the Company at any time by giving 5 days advance written notice thereof to the remaining members. The right of a resigning, retiring or withdrawing member to compensation for the member’s ownership interest in the Company shall be governed by the provisions of Article 6 of this Operating Agreement. The resignation, retirement or withdrawal of a member shall terminate the member’s membership and voting rights in the Company as of the date of the resignation, retirement or withdrawal.

ARTICLE 3

Management

3.01. Management by Members: The Company shall be managed by the members. The Company shall not have managers within the meaning of the North Dakota Limited Liability Company Act. No member shall be entitled to compensation for managing the Company unless otherwise approved in advance by the members.

3.02. Authority of Members: Each member may exercise all powers of the LLC and perform any lawful act or function deemed necessary or appropriate in the ordinary course of the Company business, except as otherwise provided in the Operating Agreement. However, a member may not perform any of the following acts or functions without the written consent of all members:

(1)

Dissolve or terminate the Company.

(2)

Sell or transfer all or a significant part of the Company assets.

(3)

Merge or consolidate the Company with another entity.

(4)

Incur a Company liability in excess of $ 250,000 .

(5)

Any other act or function which requires the approval or consent of all of the other members by the terms of this Operating Agreement or by the provisions of the North Dakota Limited Liability Company Act.

3.03. Voting Requirements: Except as otherwise provided in this Operating Agreement or in the North Dakota Limited Liability Company Act, all matters requiring the vote, consent or approval of the members shall require the vote, consent or approval of a majority of the members.

3.04. Membership Meetings: The members may hold regular or special meetings either in the State of North Dakota or elsewhere. Regular meetings of the members may be held without notice at such time and place as may be determined by the members. A special meeting of the members may be called by any member by giving 5 days prior written notice of the time, place and purpose of the meeting to the other members. Notice shall be as provided in Section 9.03 of this Operating Agreement. Notice of any meeting may be waived by any member.

3.05. Action Without Meeting: Action may be taken by the members without meeting if all members sign a written consent to the action taken or in any other manner provided for in the “Action Without Meeting: provisions of the North Dakota Limited Liability Company Act.

3.06. Telephonic Meetings: Members may participate in a meeting by means of conference telephone or other video or audio communications equipment whereby all persons participating in the meeting can simultaneously hear each other. Participation in such a meeting by a member shall constitute the presence of the member at the meeting.

3.07. Officers: The required officers of the Company shall be a President and a Secretary. The members may also elect a Treasurer and such other officers as may be deemed

necessary by the members. The same person may simultaneously hold any number of offices. Each officer shall be elected by majority vote of the members and shall hold office until a qualified successor has been elected. Any officer may be removed from office by majority vote of the members at a special meeting called for that purpose. The duties of the officers shall be determined by the members. The compensation of the officers, if any, shall be fixed by the members.

ARTICLE 4

Allocations and Distributions

4.01. Allocation of Income and Loss: The net income or losses of the Company shall be allocated to the members at the end of each accounting period in proportion to their respective ownership interests in the Company. The gains, losses, deductions and other income tax items of the Company shall be allocated to the members in the same manner, except as otherwise provided in this Article.

4.02. Partnership Tax Provision: The members expect and intend that the Company shall elect to be classified as a partnership for federal income tax purposes. The members agree individually that they will do nothing with respect to their individual income tax returns that tis inconsistent with or that will otherwise jeopardize the Company’s partnership tax status.

4.03. Special Tax Provision: The income, gain, loss or deduction with respect to an asset contributed to the capital of the Company by a member shall, in accordance with Section 704(c) of the Internal Revenue Code and solely for tax purposes, be allocated between the members so as to take into account any variation between the adjusted income tax basis of the property to the Company and its actual value when contributed.

4.04. Allocations Upon Transfer: If, during an accounting period, a member transfers to member’s rights to Company profits, losses and other income tax items to another person, the profits, losses and other tax items that would otherwise have been allocated to the transferring member for the accounting period shall be allocated between the transferor and the transferee pursuant to any methods chosen by the member that is permitted under Section 706 of the Internal Revenue Code.

4.05. Distributions: All distributions by the Company shall be made to the members in proportion to their respective ownership interests as shown in the books and records of the Company. Distributions shall be made in the amount and at such times as are approved by the members. All distributions shall be by cash or Company check unless the members approve a different form of distribution.

4.06. Restriction on Distribution: The Company shall not make a distribution to the members unless immediately after giving effect to the distribution, all liabilities of the Company, other than liabilities to the members on account of their interest in the Company and liabilities as to which recourse of creditors is limited to specified property of the Company, do not exceed the fair value of the Company assets, provided that the fair value of any property that is subject to a liability as to which recourse of creditors is so limited shall be included in the Company assets only to the extent that the fair value of the property exceeds such liability.

ARTICLE 5

Accounting, Books and Records

5.01. Accounting Practices and Tax Year: The Company shall keep its books and records and prepare its financial statements in accordance with generally accepted accounting principles and shall prepare its income tax returns using such methods of accounting. The Company tax year shall be the calendar year.

5.02. Location and Inspection: Proper and complete books of account and records of the business of the Company shall be kept at the Company’s principal office and at such other places as may be designated by the members. Notice shall be given to each member of any changes in the location of the Company books and records. The Company books and records shall be open to inspections, audit and copying by any member, or the designated representative of a member, upon reasonable notice at any time during business hours for any purpose reasonably related to the member’s interest in the Company. Any information so obtained or copied shall be kept and maintained in strict confidence except as otherwise required by law.

5.03. Reliance on Books and Records: A member shall be fully protected in relying in good faith upon the records and books of account of the Company and upon such information, opinions, reports or statements presented to the member, by the Company or any of its other members, officers, or employees, or by any other person selected by the Company, as to matters which the member reasonably believes are within such other person’s field of expertise, including information, opinions, reports or statements as to the value and amount of the assets from which distributions to members might properly be paid.

5.04. Reports and Tax Returns: A financial statement for the Company shall be made and reported on as of the end of each fiscal year. A copy of the annual financial statement and report shall be transmitted to the members within ninety days after the end of each fiscal year. The Company shall, within ninety days after the end of each fiscal year, file a federal income tax informational return and transmit to each member a schedule showing the member’s distributive share of the Company’s income, losses, deductions, credits, and other information necessary to enable to members to timely file their federal income tax returns. The Company shall also file and provide information to the members regarding, all applicable state and local income tax returns. The Company’s “Tax Matter Partner” shall be Mark Johnsrud, who shall have the authority to exercise the functions provided in Sections 6221-6223 of the Internal Revenue Code and the authority to delegate those functions to another person.

ARTICLE 6

Deceased or Disassociated Members

6.01. Disassociation of a Member: The withdrawal, resignation, retirement, expulsion, bankruptcy or dissolution of a member shall terminate the membership of the member in the Company. Such a member shall constitute a “disassociated member.”

6.02. Compensation of Deceased or Disassociated Members:

(1) If the death or disassociation of a member causes the dissolution and termination of the Company, a deceased or disassociated member, or the estate or legal representative thereof, shall be entitled to participate in the winding up and liquidation of the Company to the same extent as a member.

(2) If the death or disassociation of a member does not cause the dissolution and termination of the Company, a deceased or disassociated member, or the estate or legal representative thereof, shall be entitled to compensation in an amount equal to the capital account of the deceased or disassociated member as shown on the Company books, increased or decreased, as the case may be by the member’s share of Company profits or losses for the portion of the Company’s current fiscal year ending on the date of the member’s death or disassociation, and decreased by withdrawals made by the member during he fiscal year and decreased by any damages sustained by the Company as a result of any expulsion or wrongful disassociation by the disassociated member. No allowance shall be made for goodwill or other intangible assets except as those assets have been reflected in the Company books immediately prior to the death or disassociation of the member. The amount payable under this section shall be paid by the Company to the deceased or disassociated member, or to the estate or legal representative thereof, in not more than 10 semiannual installments with interest at 6 % per annum beginning not more than 1 months after the date of the death or dissociation.

ARTICLE 7

Indemnification and Limitation of Liability

7.01. Indemnification: A member shall be indemnified for all damages and expenses, including attorney’s fees, and held harmless by the Company from any liability resulting from any act or omission committed by the member on behalf of the Company to the fullest extent permitted under the North Dakota Limited Liability Company Act and other laws of the State of North Dakota.

7.02. Exculpation: A member shall not be liable to the Company or to any other member for any act, omission or error committed by the member while acting on behlaf of the Company in accordance with the standards of conduct, if any, established in the North Dakota Limited Liability Company Act.

7.03. Limitation of Liability: No member shall be personally liable for any debt, liability or obligation of the Company solely by reason of being a member of the Company.

ARTICLE 8

Dissolution and Termination

8.01. Dissolution: the Company shall be dissolved upon the first to occur of the following events:

(1) The expiration of the term or period of existence, if any, set forth in its Articles of Organization.

(2) The unanimous written consent of the members to dissolve the Company.

(3) The death, retirement, resignation, withdrawal, expulsion, bankruptcy or dissolution of a member, unless there are at least two remaining members and all of the remaining members consent to continue the Company and its business within 5 days after the occurrence of the event causing the dissolution.

(4) The entry of a decree of judicial dissolution as provided in the North Dakota Limited Liability Company Act.

8.02. Winding up: The members shall have the power and authority necessary to marshall the Company assets, pay the Company creditors, distribute the Company assets, and otherwise wind up the business and affairs of the Company upon dissolution. The members shall also have the authority to continue to conduct the business and affairs of the Company after dissolution to the extent reasonably necessary to effect an orderly and profitable winding up of the Company’s business and affairs.

8.03. Liquidation and Termination: After the dissolution of the Company and the winding up of its business and affairs, the Company shall be liquidated by the members, whereupon the assets of the Company shall be distributed in accordance with the distribution priorities set forth in the North Dakota Limited Liability Company Act. Immediately following the distribution of the Company’s assets, the members shall perform the acts necessary to terminate the existence of the Company.

ARTICLE 9

Miscellaneous

9.01. Amendment: This Operating Agreement, or any provision thereof, may be amended at any time by a majority vote of the members at a special meeting duly called for that purpose, except that any provision of this Operating Agreement that provides for a membership vote, approval or consent of greater than a majority may be amended only by a membership vote that is equal to that specified in the provision sought to be amended.

9.02. Governing Law: This Operating Agreement shall be governed by the North Dakota Limited Liability Company Act and other laws of the State of North Dakota, as such Act and laws may from time to time be amended.

9.03. Notices: Any notice given by a member to another member or to the Company, or

RATIFICATION AND CONFIRMATION

OF CONVEYANCE

The Membership Interests in Landtech Enterprises, LLC, a North Dakota limited liability company, established in 2005, was transferred to Badlands Energy, LLC on December 13, 2005.

This Ratification and Confirmation of Conveyance is to confirm that on December 13, 2005 the undersigned, Mark D. Johnsrud, conveyed 100% of his Membership Interest’s in Landtech Enterprises, LLC to Badlands Energy, LLC.

This current act as well as Badlands Energy, LLC Member’s Consent, confirms and ratifies the Membership Interests of Landtech Enterprises, LLC.

Be it resolved and confirmed on this 13th day of March, 2012, that the undersigned previously and currently consents to the terms of this transaction.

/s/ Mark D. Johnsrud

Mark D. Johnsrud

Exhibit 5.1

Reed Smith LLP

599 Lexington Avenue

New York, NY 10022-7650

+1 212 521 5400

Fax +1 212 521 5450

reedsmith.com

May 23, 2013

Nuverra Environmental Solutions, Inc.

Suite 260

14646 N. Kierland Boulevard

Scottsdale, Arizona 85254

Re:

Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as counsel to Nuverra Environmental Solutions, Inc. , a Delaware corporation (the “ Company ”), and as special counsel to Appalachian Water Services, LLC, a Pennsylvania limited liability company (“ AWS ”), Badlands Power Fuels, LLC, a Delaware limited liability company (“ PF DE ”), Badlands Power Fuels, LLC, a North Dakota limited liability company (“ PF ND ”), Badlands Leasing, LLC, a North Dakota limited liability company (“ Leasing ”), Heckmann Water Resources Corporation, a Texas corporation (“ HWR ”), Heckmann Water Resources (CVR), Inc., a Texas corporation (“ CVR ”), 1960 Well Services, LLC, an Ohio limited liability company (“ 1960 ”), HEK Water Solutions, LLC, a Delaware limited liability company (“ HEK ”), Heckmann Environmental Services, Inc., a Delaware corporation (“ HES ”), Landtech Enterprises L.L.C., a North Dakota limited liability company (“ Landtech ”), and Thermo Fluids Inc., a Delaware corporation (“ TFI ,” and collectively with AWS, PF DE, PF ND, Leasing, HWR, CVR, 1960, HEK, HES, Landtech and TFI, the “ Subsidiary Guarantors ,” and collectively with the Company, the “ Issuers ”), in connection with the registration under the Securities Act of 1933, as amended (the “ Securities Act ”), of $150 million aggregate principal amount of the Company’s 9.875% Senior Notes due 2018 (the “ Exchange Notes ”) to be offered in exchange (the “ Exchange Offer ”) for the Company’s outstanding 9.875% Senior Notes due 2018 (the “ Old Notes ”) that were issued pursuant to the Indenture, dated as of April 10, 2012 (as supplemented by the First Supplemental Indenture, dated as of April 10, 2012, the Second Supplemental Indenture, dated as of September 19, 2012, and the Third Supplemental Indenture, dated as of November 30, 2012, the “ Indenture ”), among the Company, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee ”), as contemplated by the Registration Rights Agreement, dated as of November 5, 2012 (the “ Registration Rights Agreement ”), among the Company, the Subsidiary Guarantors and Jefferies & Company, Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC, as Representatives of the Initial Purchasers of the Old Notes. This opinion is being delivered to you in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K under the Securities Act for filing as an exhibit to the Registration Statement on Form S-4 (the “ Registration Statement ”) being filed by the Company with the Securities and Exchange Commission (the “ SEC ”) on or about the date hereof.

In connection herewith, we have examined (i) the Registration Statement, (ii) the Indenture, including the First Supplemental Indenture, the Second Supplemental Indenture and

NEW YORK ¿ LONDON ¿ HONG KONG ¿ CHICAGO ¿ WASHINGTON, D.C. ¿ BEIJING ¿ PARIS ¿ LOS ANGELES ¿ SAN FRANCISCO ¿ PHILADELPHIA ¿ SHANGHAI ¿ PITTSBURGH ¿ HOUSTON

SINGAPORE ¿ MUNICH ¿ ABU DHABI ¿ PRINCETON ¿ NORTHERN VIRGINIA ¿ WILMINGTON ¿ SILICON VALLEY ¿ DUBAI ¿ CENTURY CITY ¿ RICHMOND ¿ GREECE ¿ KAZAKHSTAN

Nuverra Environmental Solutions, Inc.

May 23, 2013

Page 2 of 4

the Third Supplemental Indenture thereto, (iii) the Old Notes, (iv) the Registration Rights Agreement, (v) the Statement of Eligibility of the Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended (the “ TIA ”), included as an exhibit to the Registration Statement, (vi) the form of the Exchange Notes, (vii) the form of the related guarantees of the Subsidiary Guarantors (the “ Guarantees ”), and (viii) such corporate records, certificates and other documents as we have considered necessary or appropriate for purposes of this opinion.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as facsimile, electronic, certified, photostatic, reproduced or conformed copies and the authenticity of the original of all such copies, that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete. In making our examination of executed documents, we have assumed that the parties thereto other than the Company, AWS, PF DE, HEK, HES and TFI, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and, except as expressly set forth in the opinion below, the validity and binding effect thereof on such parties. We have also assumed that the Company and the Subsidiary Guarantors have complied and will comply with all aspects of the laws of all relevant jurisdictions in connection with the transactions contemplated by, and the performance of their obligations under, the Exchange Offer, other than the laws of the State of New York, the laws of the State of Pennsylvania, the Delaware General Corporation Law and the Delaware Limited Liability Company Act insofar as we express our opinions herein. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company, the Subsidiary Guarantors and others and of public officials.

On the basis of the foregoing and subject to the qualifications and assumptions set forth herein, we are of the opinion that when (A) the Registration Statement has been declared effective and (B) the Exchange Notes have been duly executed by the Company and the Guarantees have been duly executed by the Subsidiary Guarantors, and the Exchange Notes have been authenticated by the Trustee in accordance with the terms of the Indenture and duly issued and delivered to the holders of Old Notes in exchange for the Old Notes and the guarantees related thereto, as described in the Registration Statement: (i) the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and (ii) each Guarantee of the Exchange Notes by a Subsidiary Guarantor will constitute a valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, in each case subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such principles are considered in a proceeding in equity or law).

The opinion stated herein is limited to the laws of the State of New York, the laws of the State of Pennsylvania, the Delaware General Corporation Law and the Delaware Limited Liability Company Act (including all related provisions of the Delaware Constitution and all

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May 23, 2013

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reported judicial decisions interpreting the General Corporation Law of the State of Delaware and the Delaware Constitution) (all of the foregoing being referred to as “ Opined on Law ”). We do not express any opinion with respect to the law of any other jurisdiction nor to any other laws, statutes, ordinances, rules, or regulations. Insofar as the opinions expressed herein relate to matters governed by laws other than Opined on Law, we have assumed, without independent investigation, that such laws do not affect the opinion set forth herein. The manner in which any particular issue relating to the opinions herein would be treated in any actual court case would depend on part on the facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it. None of the opinions or other advice contained in this letter considers or covers any foreign or state securities (or “blue sky”) laws or regulations.

The opinion set forth above is subject to the following further qualifications, assumptions and limitations:

(a)

in rendering the opinions set forth above, we have assumed that the Trustee’s certificates of authentication of the New Notes will have been manually signed by one of the Trustee’s authorized officers and that the Exchange Notes conform to the forms thereof examined by us;

(b)

we do not express any opinion as to the effect on the opinions expressed herein of the legal or regulatory status or the nature of the business of any party (other than with respect to the Company and the Subsidiary Guarantors to the extent necessary to render the opinions set forth herein);

(c)

we have assumed that the execution and delivery by the Company and the Subsidiary Guarantors of the Indenture and the performance by the Company and the Subsidiary Guarantors of their obligations thereunder does not and will not violate, conflict with or constitute a default under (i) any law, rule, or regulation to which the Company or the Subsidiary Guarantors or any of their respective subsidiaries is subject, (ii) any judicial or regulatory order or decree of any governmental authority or (iii) any consent, approval, license, authorization or validation of, or filing, recording or registration with, any governmental authority (except we do not make the assumption set forth in clauses (i) through (iii) with respect to Opined on Law); and

(d)

to the extent any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions of the Indenture, our opinion is rendered in reliance upon N.Y. Gen. Oblig. Law §§ 5-1401, 5-1402 (McKinney 2001) and N.Y. C.P.L.R. 327(b) (McKinney 2001) and is subject to the qualification that such enforceability may be limited by public policy considerations.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion is rendered as of the date hereof, and we express no opinion as to, and disclaim any understanding or obligation to update this opinion in respect of, any changes in applicable law or changes of circumstances or events that occur subsequent to the date hereof.

Nuverra Environmental Solutions, Inc.

May 23, 2013

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We consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included therein. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC.

Very Truly Yours,

/s/ REED SMITH LLP

JSM/EMM/RKM

Exhibit 5.2



		ATTORNEYS AND COUNSELORS		AUSTIN DALLAS DETROIT FORT WORTH HOUSTON NEW YORK SAN FRANCISCO ________ ALGIERS LONDON MONTERREY PARIS
		ONE ARTS PLAZA 1722 ROUTH STREET — SUITE 1500 DALLAS, TEXAS 75201-2533 (214) 969-1700 FAX (214) 969-1751 www.tklaw.com

		May 23, 2013

Nuverra Environmental Solutions, Inc.

14646 N. Kierland Boulevard, Suite 260,

Scottsdale, Arizona 85254

Heckmann Water Resources Corporation

Heckmann Water Resources (CVR), Inc.

Ladies and Gentlemen:

We have acted as special Texas counsel to your subsidiaries, Heckmann Water Resources Corporation, a Texas corporation (“ HWR ”), and Heckmann Water Resources (CVR), Inc., a Texas corporation (together with HWR, the “ Texas Entities ”), in connection with their guarantee of up to $150,000,000 in aggregate principal amount of your 9.875% Senior Notes due 2018 (the “ Exchange Notes ”) to be issued in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4, filed with the Securities and Exchange Commission (the “ Commission ”) on the date hereof (the “ Registration Statement ”) under the Securities Act of 1933, as amended (the “ Securities Act ”). Your obligations under the Exchange Notes will be guaranteed (the “ Guarantees ”) by the Texas Entities and other guarantors under the Indenture dated as of April 10, 2012 (as amended by the First Supplemental Indenture, dated as of April 10, 2012, the Second Supplemental Indenture, dated as of September 19, 2012, and the Third Supplemental Indenture, dated as of November 30, 2012, the “ Indenture ”) among you, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee ”). The Exchange Notes and Guarantees are to be issued in exchange for and in replacement of your outstanding $150,000,000 aggregate principal amount of 9.875% Senior Notes due 2018 and the guarantees thereof. This opinion letter is furnished to you at your request.

In connection with this opinion letter, we have examined original counterparts or copies of original counterparts of the following documents:

(a) The Registration Statement

(b) The Indenture.

We have also examined originals or copies of such other records of the Texas Entities, certificates of public officials and of officers or other representatives of the Texas Entities and agreements and other documents as we have deemed necessary, subject to the assumptions set forth below, as a basis for the opinion expressed below.

Nuverra Environmental Solutions, Inc.

May 23, 2013

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In rendering the opinions expressed below, we have assumed:

(i) The genuineness of all signatures.

(ii) The authenticity of the originals of the documents submitted to us.

(iii) The conformity to authentic originals of any documents submitted to us as copies.

We have not independently established the validity of the foregoing assumptions.

Based upon the foregoing, and subject to the qualifications and limitations herein set forth, we are of the opinion that:

1. Each Texas Entity is validly existing and under the laws of the State of Texas and its right to transact business in the State of Texas is active.

2. Each Texas Entity has the corporate power to guarantee the Exchange Notes pursuant to the Indenture.

3. Each Texas Entity has taken all corporate action necessary to authorize the execution, delivery and performance of its Guarantee.

The opinions set forth above are limited to the laws of the State of Texas (including all applicable provisions of the constitution of the State of Texas and reported judicial decisions interpreting such laws), and we do not express any opinion herein concerning any other laws.

This opinion letter may be relied on by Reed Smith LLP in connection with its opinion dated the date hereof filed as Exhibit 5.1 to the Registration Statement.

This opinion letter is rendered to you in connection with the filing of the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. This opinion letter has been prepared, and is to be understood, in accordance with customary practice of lawyers who regularly give and lawyers who regularly advise recipients regarding opinions of this kind, is limited to the matters expressly stated herein and is provided solely for purposes of complying with the requirements of the Securities Act, and no opinions may be inferred or implied beyond the matters expressly stated herein. The opinions expressed herein are rendered and speak only as of the date hereof and we specifically disclaim any responsibility to update such opinions subsequent to the date hereof or to advise you of subsequent developments affecting such opinions.

We consent to the filing of this opinion with the Commission as Exhibit 5.2 to the Registration Statement. We also consent to the reference of our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we

Nuverra Environmental Solutions, Inc.

May 23, 2013

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are in the category of persons whose consent is required under Section 7 and Section 11 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Respectfully submitted,

/s/ Thompson & Knight LLP

RHS/AAI/WPW/ARC

Exhibit 5.3

LOGO

COLUMBUS | CLEVELAND

CINCINNATI-DAYTON

BRICKER & ECKLER LLP

100 South Third Street

Columbus, Ohio 43215-4291

MAIN: 614.227.2300

FAX: 614.227.2390

www.bricker.com

info@bricker.com

May 23, 2013

Nuverra Environmental Solutions, Inc.

14646 N. Kierland Blvd., Suite 260

Scottsdale, Arizona 85254

Re:

1960 Well Services LLC

Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as special counsel to 1960 Well Services, LLC, an Ohio limited liability company (the “ Ohio Guarantor ”), in connection with the public offering of up to $150,000,000 aggregate principal amount of the 9.875% Senior Notes due 2018 (the “ Exchange Notes ”) by Nuverra Environmental Solutions, Inc., a Delaware corporation (the “ Issuer ”), pursuant to that certain Indenture, dated as of April 10, 2012, among the Issuer, the Guarantors, as defined in said Indenture, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “ Trustee ,” and such indenture, as supplemented by the First Supplemental Indenture, dated as of April 10, 2012, the Second Supplemental Indenture, dated as of September 19, 2012, and the Third Supplemental Indenture, dated as of November 30, 2012, the “ Indenture ”), which provides for the guarantee of the Exchange Notes by the Guarantors, including the Ohio Guarantor (the “ Guarantees ”), to the extent set forth in the Indenture.

We have not been involved in the preparation of the Registration Statement, as defined below, nor were we involved in the negotiation, preparation or execution of the Indenture or Guarantees contained therein, or any of the related agreements executed or delivered in connection with the Exchange Notes. We have been retained solely for the purpose of rendering a single opinion pursuant to Ohio law with respect to the Ohio Guarantor and have not represented it in any other instance related to Exchange Notes.

We understand that this opinion is being furnished to comply with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “ Securities Act” ). In rendering the opinions stated herein, we have examined and relied upon the following:

(a) the registration statement on Form S-4 of the Issuer and the Guarantors relating to the Exchange Notes and the Guarantees to be filed with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act on the date hereof (such registration statement being hereinafter referred to as the “ Registration Statement ”);

LOGO

Nuverra Environmental Solutions, Inc.

May 23, 2013

Page 2

(b) an executed copy of the Indenture, including Article X thereof containing the Guarantee obligations of the Ohio Guarantor;

(c) the Articles of Organization of the Ohio Guarantor filed with the Ohio Secretary of State on May 10, 2011, as certified by the Secretary of State of the State of Ohio as of April 24, 2013;

(d) the Operating Agreement of the Ohio Guarantor, dated as of August 29, 2011 (the “ Operating Agreement ”);

(e) the Unanimous Written Consent of the Board of Managers of the Ohio Guarantor, dated November 5, 2012;

(f) A certificate of full force and effect issued by the Ohio Secretary of State dated April 24, 2013; and

(g) an executed copy of the Secretary’s Certificate of the Ohio Guarantor dated May 23, 2013.

We have also examined such written statutes of the State of Ohio and such written regulations thereunder and such reported orders, judgments or decrees of courts as we have deemed necessary for purposes of this letter.

We do not express any opinion with respect to any federal or state securities law or the laws of any jurisdiction other than the State of Ohio.

In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. We have relied on representation made in the documents referred to above as to various questions of fact material to the matters set forth below, and we have not assumed any responsibility for making any independent investigation or verification of any factual matter stated in or represented by any of the foregoing documents or any other factual matter.

In issuing this letter, we have acted only as members of the bar in the State of Ohio. We do not express any opinion with respect to the laws of any jurisdiction other than the State of Ohio.

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions stated herein, we are of the opinion that the Guarantee of the Ohio Guarantor has been duly authorized by all requisite limited liability company action on the part of Ohio Guarantor.

LOGO

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May 23, 2013

Page 3

The opinion stated herein is limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in equity or at law).

In addition, in rendering the foregoing opinions we have assumed that the Operating Agreement is the only agreement of the members of Ohio Guarantor as to the affairs of Ohio Guarantor and the conduct of its business, and we do not express any opinion with respect to the effect of any other agreement of the members of Ohio Guarantor as to the affairs of Ohio Guarantor and the conduct of its business.

Please be further advised that this letter addresses only those laws that an Ohio lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the entities, transactions and agreements addressed herein. The matters that are addressed in this letter, the meaning of the language used and the scope of work performed are based upon the customary practice of lawyers who regularly give, and lawyers who regularly advise opinion recipients regarding, opinions of the kinds set forth herein.

Our opinions and representations contained herein are rendered only as of the date hereof, and we undertake no obligation to update this letter or the opinions and representations contained herein after the date hereof. This opinions and representations contained in this letter only constitute our professional judgment as to the matters set forth herein, and should not be considered to be a guarantee of any particular result.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included therein. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. Subject to all qualifications, limitations, exceptions, restrictions and assumptions set forth herein, Reed Smith LLP may rely on this opinion letter as if it were an addressee hereof on this date for the sole purpose of rendering its opinion letter to the Issuer, as filed with the Commission as Exhibit 5.1 to the Registration Statement on the date hereof.

BRICKER & ECKLER LLP

/s/ Bricker & Eckler

Exhibit 5.4

Jeffrey C. Nelson

jnelson@vogellaw.com

May 23, 2013

Nuverra Environmental Solutions, Inc.

14646 N. Kierland Blvd., Suite 260

Scottsdale, Arizona 85254

Re:

1960 Well Services LLC

Registration Statement on Form S-4

Our File No.: 044921.12000

Ladies and Gentlemen:

We have acted as special counsel to your subsidiaries Badlands Power Fuels, LLC, a North Dakota limited liability company (“ Power Fuels ”); Badlands Leasing, LLC, a North Dakota limited liability company (“ Leasing ”); and Landtech Enterprises L.L.C., a North Dakota limited liability company (“ Landtech ”) (each of Power Fuels, Leasing and Landtech being referred to individually as a “ North Dakota Guarantor ” and referred to collectively as the “ North Dakota Guarantors ”), in connection with the public offering of up to $150,000,000 aggregate principal amount of 9.875% Senior Notes due 2018 (the “ Exchange Notes ”) by Nuverra Environmental Solutions, Inc., a Delaware corporation (the “ Issuer ”), pursuant to that certain Indenture, dated as of April 10, 2012, among the Issuer, the Guarantors, as defined in said Indenture, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “ Trustee ,” and such indenture, as supplemented by the First Supplemental Indenture, dated as of April 10, 2012, the Second Supplemental Indenture, dated as of September 19, 2012, and the Third Supplemental Indenture, dated as of November 30, 2012, the “ Indenture ”), as further amended or supplemented from time to time, which provides for the guarantee of the Exchange Notes by the Guarantors, with such Guarantors including the North Dakota Guarantors (the “ Guarantees ”), to the extent set forth in the Indenture.

We have not been involved in the preparation of the registration statement, nor were we involved in the negotiation, preparation or execution of the Indenture or Guarantees contained therein, or any of the related agreements executed or delivered in connection with the Exchange Notes. We have from time to time rendered opinions pursuant to North Dakota law with respect to the North Dakota Guarantors but we have not represented the North Dakota Guarantors in any other instance related to the Exchange Notes.

US Bank Building | 200 North 3rd Street, Suite 201 | PO Box 2097 | Bismarck, ND 58502-2097

Phone: 701.258.7899 | Fax: 701.258.9705 | Toll Free: 877.629.0705

Fargo — Bismarck — Moorhead — Minneapolis — Williston www.vogellaw.com

May 23, 2013

Page 2

(b) an executed copy of the Indenture, including Article X thereof containing the Guarantee obligations of each North Dakota Guarantor;

(c) an executed copy of the First Supplemental Indenture dated as of April 10, 2012 among Heckmann Hydrocarbons Holdings Corporation, TFI Holdings, Inc., Thermo Fluids, Inc., the Issuer, the other Guarantors party thereto and the Trustee;

(d) an executed copy of the Second Supplemental Indenture dated as of September 19, 2012 among Appalachian Water Services, LLC, the Issuer, the other Guarantors party thereto and the Trustee;

(e) an executed copy of the Third Supplemental Indenture dated as of November 30, 2012, among each of the North Dakota Guarantors, the Issuer, the other Guarantors party thereto and the Trustee;

(f) the Articles of Organization of Power Fuels filed with the North Dakota Secretary of State on November 3, 2005, as certified by the Secretary of State of the State of North Dakota as of November 8, 2012;

(g) the Articles of Organization of Leasing filed with the North Dakota Secretary of State on December 14, 2007, as certified by the Secretary of State of the State of North Dakota as of October 30, 2012;

(h) the Articles of Organization of Landtech filed with the North Dakota Secretary of State on June 21, 2005, as certified by the Secretary of State of the State of North Dakota as of October 30, 2012;

(i)	the Operating Agreement of Power Fuels, dated as of December 13, 2005 (the “ Power Fuels Operating Agreement ”);

(j) the Amended and Restated Operating Agreement of Leasing, dated as of November 30, 2012 (the “ Leasing Operating Agreement ”);

May 23, 2013

Page 3

(k) the Operating Agreement of Landtech, dated as of June 1, 2005 (the “ Landtech Operating Agreement ”);

(l) the Unanimous Written Consent of the sole member of Power Fuels, dated November 30, 2012;

(m) the Unanimous Written Consent of the sole member of Leasing, dated November 30, 2012;

(n) the Unanimous Written Consent of the sole member of Landtech, dated November 30, 2012;

(o) a Certificate of Good Standing issued by the North Dakota Secretary of State with reference to Power Fuels and dated March 27, 2013;

(p) a Certificate of Good Standing issued by the North Dakota Secretary of State with reference to Leasing and dated March 27, 2013;

(q) a Certificate of Good Standing issued by the North Dakota Secretary of State with reference to Landtech and dated March 27, 2013;

(r) an executed copy of the Secretary’s Certificate of Power Fuels dated the date hereof;

(s) an executed copy of the Secretary’s Certificate of Leasing dated the date hereof; and

(t) an executed copy of the Secretary’s Certificate of Landtech dated the date hereof.

We have also examined such written statutes of the State of North Dakota and such written regulations thereunder and such reported orders, judgments or decrees of courts as we have deemed necessary for purposes of this letter.

We do not express any opinion with respect to any federal or state securities law or the laws of any jurisdiction other than the State of North Dakota.

In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. We have relied on each representation made in the documents referred to above as to various questions of fact material to the matters set forth below, and we have not assumed any responsibility for making any independent investigation or verification of any factual matter stated in or represented by any of the foregoing documents or any other factual matter.

In issuing this letter, we have acted only as members of the bar in the State of North Dakota. We do not express any opinion with respect to the laws of any jurisdiction other than the State of North Dakota.

May 23, 2013

Page 4

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions stated herein, we are of the opinion that:

each of the North Dakota Guarantors is validly existing and in good standing under the laws of the State of North Dakota;

each of the North Dakota Guarantors has the corporate power to guarantee the Exchange Notes pursuant to the Indenture;

each of the North Dakota Guarantors has taken all corporate action necessary to authorize the execution, delivery and performance of its Guarantee; and

the Guarantee of the North Dakota Guarantors has been duly authorized by all requisite limited liability company action on the part of each North Dakota Guarantor;

In addition, in rendering the foregoing opinions we have assumed that:

(a)

the Power Fuels Operating Agreement is the only agreement of the members of Power Fuels as to the affairs of Power Fuels and the conduct of its business, and we do not express any opinion with respect to the effect of any other agreement of the members of Power Fuels as to the affairs of Power Fuels or the conduct of its business;

(b)

the Leasing Operating Agreement is the only agreement of the members of Leasing as to the affairs of Leasing and the conduct of its business, and we do not express any opinion with respect to the effect of any other agreement of the members of Leasing as to the affairs of Leasing or the conduct of its business;

(c)

the Landtech Operating Agreement is the only agreement of the members of Landtech as to the affairs of Landtech and the conduct of its business, and we do not express any opinion with respect to the effect of any other agreement of the members of Landtech as to the affairs of Landtech or the conduct of its business;

Please be further advised that this letter addresses only those laws that a North Dakota lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the entities, transactions and agreements addressed herein. The matters that are addressed in this letter, the meaning of the language used and the scope of work performed are

May 23, 2013

Page 5

based upon the customary practice of lawyers who regularly give, and lawyers who regularly advise opinion recipients regarding, opinions of the kinds set forth herein.

The Vogel Law Firm, Ltd.

/s/Jeffrey C. Nelson

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Nuverra Environmental Solutions, Inc.:

We consent to the use of our reports dated March 18, 2013, with respect to the consolidated balance sheet of Nuverra Environmental Solutions, Inc. (formerly Heckmann Corporation) and subsidiaries (the “Company”) as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows for the two-year period ended December 31, 2012, and the effectiveness of internal control over financial reporting as of December 31, 2012, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.

Our report dated March 18, 2013 contains an explanatory paragraph that states that the Company acquired 100% of the outstanding shares of Thermo Fluids, Inc. on April 10, 2012 and Badlands Power Fuels, LLC on November 30, 2012 and management excluded Thermo Fluids, Inc. and Badlands Power Fuels, LLC’s internal control over financial reporting from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31 2012. The Company’s consolidated financial statements included 4% and 12% in total assets (excluding goodwill and intangible assets subject to the acquirer’s internal control over financial reporting from the assets excluded) and 27% and 7% in total revenues associated with Thermo Fluids, Inc. and Badlands Power Fuels, LLC, respectively as of and for the year December 31 2012. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Thermo Fluids, Inc. and Badlands Power Fuels, LLC.

/s/ KPMG LLP

Pittsburgh, Pennsylvania

May 22, 2013

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Nuverra Environmental Solutions, Inc.

We consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated March 14, 2011 (December 7, 2011 as to the effects of the discontinued operations presentation for 2010 as described in Note 18), on the consolidated statements of operations, comprehensive loss, changes in equity and cash flows for the year ended December 31, 2010, of Nuverra Environmental Solutions, Inc. (formerly Heckmann Corporation) and its subsidiaries (the “Company”), which appear on page F-3 of the Annual Report on Form 10-K of the Company for the year ended December 31, 2012, and to the reference to our Firm under the caption “Experts” in the Prospectus in such Registration Statement.

/s/ GHP Horwath, P.C.

Denver, Colorado

May 22, 2013

Exhibit 23.3

Consent of Independent Auditor

We consent to the incorporation by reference in Registration Statement on Form S-4 of Nuverra Environmental Solutions, Inc. (formerly Heckmann Corporation) (the “Company”) of our reports dated March 5, 2012 and April 13, 2010, relating to our audits of the consolidated financial statements of TFI Holdings, Inc. and Subsidiaries as of and for the years ended December 31, 2011, 2010 and 2009 which appear in the Current Report of the Company on Form 8-K filed March 22, 2012. We also consent to the reference to our firm under the caption “Experts” in the Prospectus in such Registration Statement.

LOGO

Phoenix, Arizona

May 22, 2013

LOGO

Exhibit 23.4

CONSENT OF INDEPENDENT AUDITOR

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Nuverra Environmental Solutions, Inc. (formerly Heckmann Corporation) (the “Company”) of our report dated November 6, 2012, relating to our audit of the consolidated financial statements of Badlands Energy, LLC as of and for the years ended December 31, 2011 and 2010, included in the Current Report on Form 8-K of the Company filed on December 12, 2012, and to the reference to our Firm under the caption “Experts” in the Prospectus in such Registration Statement.

/s/ Hein & Associates LLP

Hein & Associates LLP

Denver, Colorado

May 22, 2013

Exhibit 23.5

LOGO

CONSENT OF INDEPENDENT AUDITOR

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Nuverra Environmental Solutions, Inc. (formerly Heckmann Corporation)(the “Company”) of our report dated March 23, 2010, relating to our audit of the consolidated financial statements of Badlands Energy, LLC as of and for the year ended December 31, 2009, included in the Current Report on Form 8-K of the Company filed December 12, 2012, and to the reference to our Firm under the caption “Experts” in the Prospectus in such Registration Statement.

LOGO

Brady, Martz & Associates, P.C.

Minot, North Dakota

May 22, 2013

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)


		95-3571558
(Jurisdiction of incorporation if not a U.S. national bank)		(I.R.S. employer identification no.)

400 South Hope Street Suite 400 Los Angeles, California		90071
(Address of principal executive offices)		(Zip code)

Nuverra Environmental Solutions, Inc.

(Exact name of obligor as specified in its charter)

Delaware

26-0287117

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification no.)

Appalachian Water Services, LLC

(Exact name of obligor as specified in its charter)

Pennsylvania

27-0670729

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification no.)

Badlands Power Fuels, LLC

(Exact name of obligor as specified in its charter)

Delaware

38-3888703

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification no.)

Badlands Power Fuels, LLC

(Exact name of obligor as specified in its charter)

North Dakota

20-3731810

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification no.)

Badlands Leasing, LLC

(Exact name of obligor as specified in its charter)

North Dakota

26-1802638

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification no.)

Heckmann Water Resources Corporation

(Exact name of obligor as specified in its charter)

Texas

27-0421194

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification no.)

Heckmann Water Resources (CVR), Inc.

(Exact name of obligor as specified in its charter)

Texas

20-2291795

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification no.)

1960 Well Services, LLC

(Exact name of obligor as specified in its charter)

Ohio

45-2625084

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification no.)

HEK Water Solutions, LLC

(Exact name of obligor as specified in its charter)

Delaware

26-0287117

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification no.)

Heckmann Environmental Services, Inc.

(Exact name of obligor as specified in its charter)

Delaware

45-4739683

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification no.)

Landtech Enterprises L.L.C.

(Exact name of obligor as specified in its charter)

North Dakota

20-2859022

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification no.)

Thermo Fluids Inc.

(Exact name of obligor as specified in its charter)

Delaware

59-3210374

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification no.)

14646 N. Kierland Boulevard, Suite 260

Scottsdale, Arizona

85254

(Address of principal executive offices)

(Zip code)

9.875% Senior Notes due 2018

Guarantees of 9.875% Senior Notes due 2018

(Title of the indenture securities)

1.	General information. Furnish the following information as to the trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.


Name		Address
Comptroller of the Currency United States Department of the Treasury		Washington, DC 20219

Federal Reserve Bank		San Francisco, CA 94105

Federal Deposit Insurance Corporation		Washington, DC 20429

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

2.	Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.

List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

- 2 -

A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).

The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 23rd day of May, 2013.


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

By:		/s/ Lawrence M. Kusch
Name:		Lawrence M. Kusch
Title:		Vice President

- 4 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 400 South Hope Street, Suite 400, Los Angeles, CA 90071

At the close of business March 31, 2013, published in accordance with Federal regulatory authority instructions.


	Dollar amounts in thousands

ASSETS

Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		660
Interest-bearing balances		354
Securities:
Held-to-maturity securities		0
Available-for-sale securities		689,326
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold		76,200
Securities purchased under agreements to resell		0
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		0
LESS: Allowance for loan and lease losses		0
Loans and leases, net of unearned income and allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		5,449
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		856,313
Other intangible assets		152,015
Other assets		141,868

Total assets	$	1,922,185



LIABILITIES

Deposits:
In domestic offices			536
Noninterest-bearing			536
Interest-bearing			0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased			0
Securities sold under agreements to repurchase			0
Trading liabilities			0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			0
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			242,248
Total liabilities			242,784
Not applicable

EQUITY CAPITAL

Perpetual preferred stock and related surplus			0
Common stock			1,000
Surplus (exclude all surplus related to preferred stock)			1,121,615
Not available
Retained earnings			552,729
Accumulated other comprehensive income			4,057
Other equity capital components			0
Not available
Total bank equity capital			1,679,401
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			1,679,401

Total liabilities and equity capital			1,922,185

I, Cherisse Waligura, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.


Cherisse Waligura		)		CFO

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.


Troy Kilpatrick, President	)
Frank P. Sulzberger, Director	)	Directors (Trustees)
William D. Lindelof, Director	)

Exhibit 99.1

FORM OF LETTER OF TRANSMITTAL

LOGO

(formerly Heckmann Corporation)

OFFER TO EXCHANGE

$150,000,000 aggregate principal amount of our outstanding 9.875% Senior Notes due 2018

(CUSIP Nos. 422680 AF5, U42308 AC7 and 422680 AG3)

for

$150,000,000 aggregate principal amount of 9.875% Senior Notes due 2018

(CUSIP No. 422680 AE8)

that have been registered under the Securities Act of 1933, as amended,

pursuant to the Prospectus dated , 2013

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2013 (THE “EXPIRATION DATE”), UNLESS EXTENDED. TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

Delivery to:

The Bank of New York Mellon Trust Company, N.A.,

Exchange Agent

By Mail, Hand or Overnight Delivery:

The Bank of New York Mellon Trust Company, N.A., as Exchange Agent

c/o The Bank of New York Mellon Corporation

Corporate Trust Operations—Reorganization Unit

111 Sanders Creek Parkway

East Syracuse, New York 13057

Attention: Dacia Brown-Jones

For Information Call:

(315) 414-3349

By Facsimile

(for Eligible Institutions only):

(732) 667-9408

Confirm by telephone:

(315) 414-3349

TO TENDER OLD NOTES, THIS LETTER OF TRANSMITTAL (OR AN AGENT’S MESSAGE) MUST BE DELIVERED TO THE EXCHANGE AGENT AT THE ADDRESS SET FORTH ABOVE, WITH ALL REQUIRED DOCUMENTATION, AT OR BEFORE THE EXPIRATION DATE.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

BEFORE COMPLETING THIS LETTER OF TRANSMITTAL, YOU SHOULD READ THE ENTIRE LETTER OF TRANSMITTAL AND THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

The undersigned hereby acknowledges receipt of the prospectus, dated , 2013 (the “ Prospectus ”), of Nuverra Environmental Solutions, Inc. (formerly Heckmann Corporation) (the “ Company ”) and this Letter of Transmittal (the “ Letter of Transmittal ”), which together describe the Company’s offer (the “ Exchange Offer ”) to exchange up to $150,000,000 aggregate principal amount of amount of its new 9.875% Senior Notes due 2018 (CUSIP No. 422680 AE8) (the “ Exchange Notes ”) that have been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), for a like principal amount of the Company’s currently outstanding 9.875% Senior Notes due 2018 (CUSIP Nos. 422680 AF5, U42308 AC7 and 422680 AG3) (the “ Old Notes ”). The terms of the Exchange Notes are identical to the terms of the Old Notes for which they may be exchanged pursuant to the Exchange Offer, except that the transfer restrictions, registration rights and additional interest provisions relating to the Old Notes will not apply to the Exchange Notes. Recipients of the Prospectus should carefully read the Prospectus, including the requirements described in the Prospectus with respect to eligibility to participate in the Exchange Offer. Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

The Company reserves the right, at any time or from time to time, to extend the Exchange Offer at its discretion, in which event the term “Expiration Date” shall mean the latest date to which the Exchange Offer is extended. The Company will notify the Exchange Agent and each registered holder of the Old Notes of any extension by oral or written notice prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date and will also disseminate notice of any extension by press release or other public announcement prior to 9:00 a.m., New York City time on such date. During any such extension of the Exchange Offer, all Old Notes previously tendered and not withdrawn pursuant to the Exchange Offer will remain subject to the Exchange Offer.

This Letter of Transmittal is to be used by Holders (as defined below) if: (i) certificates representing Old Notes are to be physically delivered to the Exchange Agent herewith by Holders; (ii) tender of Old Notes is to be made by book-entry transfer to the Exchange Agent’s account at The Depository Trust Company (“ DTC ”), by any financial institution that is a participant in DTC and whose name appears on a security position listing as the owner of Old Notes; or (iii) tender of Old Notes is to be made according to the guaranteed delivery procedures. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

If delivery of the Old Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at DTC as set forth in clause (ii) of the immediately preceding paragraph, this Letter of Transmittal need not be manually executed; provided , however , that tenders of Old Notes must be effected in accordance with the procedures mandated by DTC’s Automated Tender Offer Program (“ ATOP ”). A Holder using the ATOP procedures to tender Old Notes will not be required to deliver this Letter of Transmittal to the Exchange Agent. However, the Holder will be bound by the terms of this Letter of Transmittal, and will be deemed to have made the acknowledgments and the representations and warranties it contains, just as if such Holder had signed it.

Unless the context requires otherwise, the term “ Holder ” for purposes of this Letter of Transmittal means: (i) any person in whose name Old Notes are registered on the books of the Company or any other person who has obtained a properly completed bond power from the registered Holder or (ii) any participant in DTC whose Old Notes are held of record by DTC who desires to deliver such Old Notes by book-entry transfer at DTC.

The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Exchange Agent. HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OLD NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.

Holders who wish to tender their Old Notes and (i) whose Old Notes are not immediately available, or (ii) who cannot deliver their Old Notes, the Letter of Transmittal or any other required documents to the Exchange Agent prior to the Expiration Date, or cannot complete the procedure for book-entry transfer on a timely basis, may effect a tender according to the guaranteed delivery procedures and must also complete the Notice of Guaranteed Delivery.

Persons who are beneficial owners of Old Notes but are not registered holders and who desire to tender Old Notes should contact the registered holder of their Old Notes and instruct such registered holder to tender on such beneficial owner’s behalf.

List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the Certificate Numbers and Principal Amount should be listed on a separate signed schedule affixed hereto.

The undersigned hereby tenders for exchange the Old Notes described in the box entitled “Description of Old Notes” below pursuant to the terms and conditions described in the Prospectus and this Letter of Transmittal.


DESCRIPTION OF OLD NOTES
Name(s) and Address(es) of Holder(s) (Please fill in, if blank)	Certificate Number(s)* (Attached signed list if necessary)	Aggregate Principal Amount Tendered (if less than all)**





	Total Principal Amount of Old Notes Tendered
* Need not be completed by Holders tendering by book-entry transfer. ** Need not be completed by Holders who wish to tender with respect to all Old Notes listed. See Instructions hereto.

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY

¨	CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE EXCHANGE AGENT’S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:


Name of Tendering Institution:



DTC Book-Entry Account:



Transaction Code Number:

¨	CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:



Name(s) of Holder(s) of Old Notes:



Window Ticket Number (if any):



Date of Execution of Notice of Guaranteed Delivery:



Name of Eligible Institution that Guaranteed Delivery:



If Delivered by Book-Entry Transfer:



Name of Tendering Institution:



Transaction Code:

¨	CHECK HERE IF THE OLD NOTES TENDERED BY DTC AND NON-EXCHANGED OLD NOTES ARE TO BE RETURNED BY CREDITING THE ACCOUNT NUMBER SET FORTH ABOVE.

¨	CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.


Name:



Address:

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering such a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the above-described principal amount of Old Notes. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered herewith, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Old Notes. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that said Exchange Agent also acts as the agent of the Company and as Trustee under the Indenture governing the Old Notes and the Exchange Notes) to cause the Old Notes to be assigned, transferred and exchanged. The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Old Notes and to acquire Exchange Notes issuable upon the exchange of such tendered Old Notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title to the tendered Old Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of tendered Old Notes.

The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption “The Exchange Offer—Conditions to the Exchange Offer.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company) as more particularly set forth in the Prospectus, the Company may not be required to exchange any of the Old Notes tendered hereby and, in such event, the Old Notes not exchanged will be returned to the undersigned at the address shown below the signature of the undersigned.

The undersigned also acknowledges that the Exchange Offer is being made by the Company in reliance on interpretations by the staff of the Securities and Exchange Commission (the “ SEC ”), as set forth in no-action letters issued to third parties. The Company believes that Exchange Notes may be offered for resale, resold, and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act or that tenders Old Notes for the purpose of participating in a distribution of the Exchange Notes), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holders’ business, and such holders have no arrangement or understanding with any person to participate in the distribution of the Exchange Notes. However, the Company does not intend to request that the SEC consider, and the SEC has not considered, the Exchange Offer in the context of a no-action letter and therefore the Company cannot guarantee that the staff of the SEC would make a similar determination with respect to the Exchange Offer. The undersigned acknowledges that if the interpretation of the Company of the above mentioned no-action letters is incorrect such holder may be held liable for any offers, resales or transfers by the undersigned of the Exchange Notes that are in violation of the Securities Act. The undersigned further acknowledges that neither the Company nor the Exchange Agent will indemnify any holder for any such liability under the Securities Act.

By tendering, each Holder of Old Notes represents to the Company that:

(i)

the Exchange Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is such Holder itself,

(ii)

at the time of the commencement or consummation of the Exchange Offer neither the Holder of Old Notes nor, to the knowledge of such Holder, any other person receiving Exchange Notes from such Holder has an arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act,

(iii)

neither the Holder nor, to the knowledge of such Holder, any such other person receiving Exchange Notes from such Holder is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company or any of the guarantors, or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable,

(iv)

if the Holder is not a broker-dealer, neither such Holder, nor to the knowledge of such Holder, any other person receiving Exchange Notes from such Holder, is engaging in or intends to engage in a distribution of the Exchange Notes, and

(v)

if the Holder is a broker-dealer, such Holder has acquired the Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder).

By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, a broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned further agrees that acceptance of any and all validly tendered Old Notes by the Company and the issuance of Exchange Notes in exchange therefor constitutes performance in full by the Company of certain of its obligations under the registration rights agreement that is an exhibit to the registration statement of which the Prospectus is a part.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal and every obligation of the undersigned hereunder is binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy, and personal and legal representatives of the undersigned and will not be affected by, and will survive, the death or incapacity of the undersigned.

The undersigned understands that tenders of Old Notes pursuant to the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer.

Unless otherwise indicated under “Special Issuance Instructions,” please issue the certificates representing the Exchange Notes issued in exchange for the Old Notes accepted for exchange and return any Old Notes not tendered or not exchanged, in the name(s) of the undersigned (or in either such event in the case of Old Notes tendered by DTC by credit to the respective account at DTC). Similarly, unless otherwise indicated under “Special Delivery Instructions,” please send the certificates representing the Exchange Notes issued in exchange for the Old Notes accepted for exchange and any certificates for Old Notes not tendered or not exchanged (and accompanying documents as appropriate) to the undersigned at the address shown below the undersigned’s signatures, unless, in either event, tender is being made through DTC. In the event that both “Special Issuance Instructions” and “Special Delivery Instructions” are completed, please issue the certificates representing the Exchange Notes issued in exchange for the Old Notes accepted for exchange and return any Old Notes not tendered or not exchanged in the name(s) of, and send said certificates to, the person(s) so indicated. The undersigned recognizes that the Company has no obligation pursuant to the “Special Issuance Instructions” and “Special Delivery Instructions” to transfer any Old Notes from the name of the registered holder(s) thereof if the Company does not accept for exchange any of the Old Notes so tendered.


SPECIAL ISSUANCE INSTRUCTIONS (See Instructions Below)
To be completed ONLY if certificates for Old Notes in a principal amount not tendered or exchanged are to be issued in the name of, or certificates for the Exchange Notes issued pursuant to the Exchange Offer are to be issued to the order of, someone other than the person or persons whose signature(s) appear(s) within this Letter of Transmittal or issued to an address different from that shown in the chart entitled “Description of Old Notes,” or if Old Notes tendered by book-entry transfer that are not accepted are maintained at DTC other than the account indicated above.
Name:
		(Please Print)



Address:



Zip Code:



Tax Identification or Social Security Number:



Name of Institution:



Account Number:


SPECIAL DELIVERY INSTRUCTIONS (See Instructions Below)
To be completed ONLY if certificates for Old Notes in a principal amount not tendered or exchanged or the Exchange Notes issued pursuant to the Exchange Offer are to be sent to someone other than the person or persons whose signature(s) appear(s) within this Letter of Transmittal or to an address different from that shown in the chart entitled “Description of Old Notes,” within this Letter of Transmittal or to be credited to an account maintained at DTC other than the account indicated above.
Name:
		(Please Print)



Address:



Zip Code:



Taxpayer Identification or Social Security Number:

PLEASE SIGN HERE

(TO BE COMPLETED BY ALL TENDERING HOLDERS OF OLD NOTES REGARDLESS

OF WHETHER OLD NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)

This Letter of Transmittal must be signed by the Holder(s) of Old Notes exactly as their name(s) appear(s) on certificate(s) for Old Notes or, if tendered by a participant in DTC, exactly as such participant’s name appears on a security position listing as the owner of Old Notes, or by person(s) authorized to become registered Holder(s) by endorsements and documents transmitted with this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under “Capacity” and submit evidence satisfactory to the Company of such person’s authority to so act. See Instruction 6. If the signature appearing below is not of the registered Holder(s) of the Old Notes, then the registered Holder(s) must sign a valid proxy.

Signature(s) of Holder(s)

Dated: , 2013


Name(s):


(Please Print)



Capacity (full title):



Address:




				(Zip Code )



Area Code and Telephone Number:



Taxpayer Identification or Social Security Number:

(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 6.)

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures. Signatures on this Letter of Transmittal need not be guaranteed if the Old Notes tendered hereby are tendered:

•

by each registered holder of Old Notes thereof, unless such holder has completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” above; or

•

for the account of an institution that is a member in good standing of a Medallion Signature Guarantee Program recognized by the Exchange Agent, for example, the Securities Transfer Agents Medallion Program, the Stock Exchanges Medallion Program, or the New York Stock Exchange Medallion Signature Program or firms that are members of a registered national securities exchange, members of the National Association of Securities Dealers, Inc., commercial banks or trust companies having an office in the United States, or certain other eligible guarantors.

In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution (as defined in Instruction 6).

2. Delivery of Letter of Transmittal and Certificates. The certificates for the tendered Old Notes (or a confirmation of a book-entry into the Exchange Agent’s account at DTC of the Old Notes delivered electronically), as well as a properly completed and duly executed copy of this Letter of Transmittal or a facsimile hereof and any other documents required by this Letter of Transmittal must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. The Company may extend the Expiration Date in its sole discretion by a public announcement given no later than 9:00 a.m., New York City time, on the next business day following the previously scheduled Expiration Date. The method of delivery of the tendered Old Notes, this Letter of Transmittal and all other required documents to the Exchange Agent is at the election and risk of the Holder and, except as otherwise provided below, the delivery will be deemed made only when actually received by the Exchange Agent. If such delivery is by mail, the Company recommends registered mail, properly insured, with return receipt requested. In all cases, sufficient time should be allowed to assure timely delivery. No Letter of Transmittal or Old Notes should be sent to the Company. Holders who wish to tender their Old Notes and (i) whose Old Notes are not immediately available or (ii) who cannot deliver their Old Notes, this Letter of Transmittal or any other documents required hereby to the Exchange Agent prior to the Exchange Date, or who cannot complete the procedure for book-entry transfer on a timely basis must tender their Old Notes and follow the guaranteed delivery procedures set forth in the Prospectus under “Offer to Exchange—Guaranteed Delivery.” Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution; (ii) prior to the Expiration Date, the Exchange Agent must have received from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery, acceptable to the Company (by telegram, facsimile transmission, mail or hand delivery) setting forth the name and address of the Holder of the Old Notes, the certificate number or numbers of such Old Notes and the amount of Old Notes being tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange trading days after the Expiration Date, this Letter of Transmittal (or copy thereof) (or electronic instructions containing the character by which the participant acknowledges its receipt of and agrees to be bound by this Letter of Transmittal) together with the certificate(s) representing the Old Notes (or a confirmation of electronic mail delivery of book-entry delivery into the Exchange Agent’s account at DTC) and any of the required documents will be deposited by the Eligible Institution with the Exchange Agent; and (iii) such properly completed and executed Letter of Transmittal (or copy thereof) (or electronic instructions containing the character by which the participant acknowledges its receipt of and agrees to be bound by this Letter of Transmittal), as well as all other documents required by this Letter of Transmittal, and the certificate(s) representing all tendered Old Notes in proper form for transfer (or a confirmation of electronic mail delivery of book-entry delivery into the Exchange Agent’s account at DTC), must be received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date. Any Holder of Old Notes who wishes to

tender these Old Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00 p.m., New York City time, on the Expiration Date.

3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers should be listed on a separate duly executed schedule attached hereto.

4. Withdrawal of Tenders. A tender of Old Notes may be withdrawn at any time at or before the Expiration Date by delivery of a written or facsimile notice of withdrawal to the Exchange Agent at the address set forth on the cover of this Letter of Transmittal. To be effective, a notice of withdrawal must:

•

be received by the Exchange Agent at or before the Expiration Date;

•

specify the name of the person having tendered the Old Notes to be withdrawn;

•

identify the Old Notes to be withdrawn (including the certificate number or numbers, if applicable, and the principal amount of such Old Notes);

•

specify the principal amount of Old Notes to be withdrawn;

•

where certificates for Old Notes were transmitted, specify the name in which such Old Notes are registered, if different from that of the withdrawing holder, and the serial numbers of the particular certificates to be withdrawn;

•

if Old Notes have been tendered pursuant to the procedures for book-entry transfer, specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Old Notes and otherwise comply with the procedures of DTC;

•

include a statement that such holder is withdrawing his, her or its election to have such Old Notes exchanged;

•

be signed by the holder in the same manner as the original signature on the Letter of Transmittal by which such Old Notes were tendered, with such signature guaranteed by an Eligible Institution (unless such withdrawing holder is an Eligible Institution) or be accompanied by documents of transfer (including a signature guarantee by an Eligible Institution) sufficient to permit the trustee under the Indenture to register the transfer of such Old Notes into the name of the person withdrawing the tender; and

•

specify the name in which any such Old Notes are to be registered, if different from that of the person tendering the Old Notes.

The Exchange Agent will return the properly withdrawn Old Notes promptly following receipt of the notice of withdrawal. All questions as to the validity of notices of withdrawal, including time of receipt, will be determined by the Company in its sole discretion and such determination will be final and binding on all parties.

Any Old Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Old Notes that have been tendered for exchange but that are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent’s account at DTC pursuant to the book-entry transfer procedures described above, such Old Notes will be credited to an account with DTC specified by the holder) promptly after withdrawal, rejection of tender, or termination of the Exchange Offer. Properly withdrawn Old Notes may be retendered by following one of the procedures described under the caption “The Exchange Offer—Procedures for Tendering Old Notes” in the Prospectus at any time at or before the Expiration Date.

5. Partial Tenders. Tenders of Old Notes will be accepted only in minimum denominations of $2,000 principal amount and integral multiples of $1,000 in excess of $2,000. If a tender for exchange is to be made with respect

to less than the entire principal amount of any Old Notes, fill in the principal amount of Old Notes that are tendered for exchange in column (3) of the box entitled “Description of Old Notes,” as more fully described in the footnotes thereto. All of the Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. Accordingly, a blank in column (3) of the box will indicate that the holder is tendering all of such holder’s Old Notes. In the case of a partial tender for exchange, a new certificate, in fully registered form, for the remainder of the principal amount of the Old Notes, will be sent to the holders of Old Notes unless otherwise indicated in the boxes entitled “Special Issuance Instructions” or “Special Delivery Instructions” above, as soon as practicable after the expiration or termination of the Exchange Offer.

6. Signatures on this Letter of Transmittal; Bond Powers and Endorsements. If this Letter of Transmittal (or copy hereof) is signed by the registered Holder of the Old Notes tendered hereby, the signature must correspond with the name as written on the face of the Old Notes without alteration, enlargement or any change whatsoever.

If this Letter of Transmittal (or copy hereof) is signed by the registered Holder of Old Notes tendered and the certificate(s) for Exchange Notes issued in exchange therefor is to be issued (or any untendered number of Old Notes is to be reissued) to the registered Holder, such Holder need not and should not endorse any tendered Old Note, nor provide a separate bond power. In any other case, such Holder must either properly endorse the Old Notes tendered or transmit a properly completed separate bond power with this Letter of Transmittal, with the signature on the endorsement or bond power guaranteed by an Eligible Institution.

If this Letter of Transmittal (or copy hereof) is signed by a person other than the registered Holder of Old Notes listed therein, such Old Notes must be endorsed or accompanied by properly completed bond powers which authorized such person to tender the Old Notes on behalf of the registered Holder, in either case signed as the name of the registered Holder appears on the Old Notes. If this Letter of Transmittal (or copy hereof) or any Old Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, or officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and unless waived by the Company, evidence satisfactory to the Company of their authority to so act must be submitted with this Letter of Transmittal.

Endorsements on Old Notes or signatures on bond powers required by this Instruction 6 must be guaranteed by an Eligible Institution.

Signatures on this Letter of Transmittal (or copy hereof) or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act (an “ Eligible Institution ”) unless the Old Notes tendered pursuant thereto are tendered (i) by a registered Holder (including any participant in DTC whose name appears on a security position listing as the owner of Old Notes) who has not completed the box set forth herein entitled “Special Issuance Instructions” or “Special Delivery Instructions” of this Letter of Transmittal or (ii) for the account of an Eligible Institution.

7. Transfer Taxes. Except as set forth in this Instruction 7, the Company will pay or cause to be paid any transfer taxes applicable to the exchange of Old Notes pursuant to the Exchange Offer. If, however, a transfer tax is imposed for any reason other than the exchange of Old Notes pursuant to the Exchange Offer, then the amount of any transfer taxes (whether imposed on the registered holder(s) or any other persons) will be payable by the tendering holder. If satisfactory evidence of the payment of such taxes or exemptions therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

8. Special Payment and Delivery Instructions. Tendering Holders should include, in the applicable spaces, the name and address to which Exchange Notes or substitute Old Notes for any principal amount not tendered or exchanged are to be sent, if different from the name and address of the person signing this Letter of Transmittal (or in the case of tender of the Old Notes through DTC if different from the account maintained at DTC indicated above). In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated.

9. Irregularities. All questions as to the forms of all documents and the validity of (including time of receipt) and acceptance of the tenders and withdrawals of Old Notes will be determined by the Company, in its sole discretion, which determination will be final and binding. Alternative, conditional, or contingent tenders will not be considered valid. The Company reserves the absolute right to reject any or all tenders of Old Notes that are not in proper form or the acceptance of which would, in the Company’s opinion, be unlawful. The Company also reserves the right to waive any defects or irregularities as to the tender of any particular Old Notes. The Company’s interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding. Any defect or irregularity in connection with tenders of Old Notes must be cured within such time as the Company determines, unless waived by the Company. Tenders of Old Notes will not be deemed to have been made until all defects or irregularities have been waived by the Company or cured. Neither the Company nor the Exchange Agent, nor any other person will be under any duty to give notice of any defects or irregularities in tenders of Old Notes, or will incur any liability to registered holders or beneficial owners of Old Notes for failure to give such notice.

10. Waiver of Conditions. To the extent permitted by applicable law, the Company reserves the right to waive any and all conditions to the Exchange Offer as described under “Procedures for Tendering Old Notes” in the Prospectus, and accept for exchange any Old Notes tendered. To the extent that the Company waives any condition to the Exchange Offer, it will waive such condition as to all Old Notes.

11. Mutilated, Lost, Stolen or Destroyed Certificates. Any holder of Old Notes whose Old Notes have been mutilated, lost, stolen, or destroyed should contact the Exchange Agent at the address or telephone number set forth on the cover of this Letter of Transmittal for further instructions.

12. Questions or Requests for Assistance or Additional Copies. Questions or requests for assistance or additional copies of the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained (at the Purchaser’s expense) from the Exchange Agent at its address or telephone number set forth on the cover of this Letter of Transmittal.

13. Definitions. Capitalized terms used in this Letter of Transmittal and not otherwise defined have the meanings given in the Prospectus.

IMPORTANT : This Letter of Transmittal, together with certificates for tendered Old Notes, with any required signature guarantees or an Agent’s Message in lieu thereof, together with all other required documents or a Notice of Guaranteed Delivery must be received by the Exchange Agent prior to 5:00 p.m., New York City Time, on the Expiration Date.

TO BE COMPLETED BY ALL TENDERING HOLDERS OF OLD NOTES

(SEE IMPORTANT TAX INFORMATION)


PAYOR’S NAME: The Bank of New York Mellon Trust Company, N.A.
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (TIN)	Part I—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Part II—FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING (See Guidelines)	Social Security Number OR Employer Identification Number
	Part III—CERTIFICATION-Under penalties of perjury, I certify that: (1) The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me) and (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including U.S. resident alien). The IRS does not require your consent to any provision of this document other than the certifications required of avoid backup withholding.

SIGNATURE:		DATE:

You must cross out item (2) in Part 3 above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF

YOU WROTE “APPLIED FOR” IN PART 1 OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and that I mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office (or I intend to mail or deliver an application in the near future). I understand that if I do not provide a taxpayer identification number to the Payor within 60 days, the Payor is required to withhold 28 percent of all cash payments made to me thereafter until I provide a number.


SIGNATURE:		DATE:

NOTE:

FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE AND IN BACKUP WITHHOLDING OF AT THE APPLICABLE RATE. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER FOR THE PAYEE (YOU) TO GIVE THE PAYER. Social Security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “ IRS ” means the United States Internal Revenue Service.



FOR THIS TYPE OF ACCOUNT:		GIVE NAME AND SOCIAL SECURITY NUMBER OF:
1. Individual		The individual

2. Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account (1)

3. Custodian account of a minor (Uniforn Gift to Minors Act)		The minor (2)

4. a. The usual revocable savings trust account (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under State law		a. The grantor-trustee (1) b. The actual owner (1)

5. Sole proprietorship or single-owner LLC		The owner (3)



FOR THIS TYPE OF ACCOUNT:		GIVE NAME AND EMPLOYER IDENTIFICATION NUMBER OF:
6. A valid trust, estate or pension trust		The legal entity (4)

7. A corporation or LLC electing corporate status on Form 8832		The corporation

8. Association, club, religious, charitable, educational, other tax-exempt organization account		The organization

9. Partnership or multi-member LLC		The partnership

10. A broker or registered nominee		The broker or nominee

11. Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district or prison) that receives agricultural program payments		The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.

(2)	Circle the minor’s name and furnish the minor’s social security number.

(3)	You must show your individual name, but you may also enter your business or “DBA” name. You may use either your Social Security number or employer identification number.

(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note :

If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

OBTAINING A NUMBER

If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, from the local office of the Social Security Administration or the IRS and apply for a number. (Both forms can be found on the IRS’s website at http://www.irs.gov.)

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from withholding include the following:

•

An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).

•

The United States or a State, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing.

•

A foreign government or any political subdivision, agency or instrumentality thereof.

•

An international organization or any agency or instrumentality thereof.

Payees that may be exempt from withholding include the following:

•

A corporation.

•

A financial institution.

•

A dealer in securities or commodities registered in the U.S. or a possession of the U.S.

•

A real estate investment trust.

•

A common trust fund operated by a bank under section 584(a).

•

An entity registered at all times during the tax year under the Investment Company Act of 1940.

•

A middleman known in the investment community as a nominee or who is listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List.

•

A futures commission merchant registered with the Commodities Futures Trading Commission.

•

A foreign central bank of issue.

•

A trust exempt from tax under Section 664 or described in Section 4947.

Payments of interest not generally subject to backup withholding include the following:

•

Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

•

Payments of tax-exempt interest (including exempt-interest dividends under section 852).

•

Payments described in section 6049(b)(5) to non-resident aliens.

•

Payments on tax-free covenant bonds under section 1451.

•

Payments made by certain foreign organizations.

•

Mortgage interest paid to you.

Exempt payees described above should file Form W-9 or a substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” IN PART II OF THE FORM, AND RETURN IT TO THE PAYER, IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

Certain payments other than interest, dividends, and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A, 6042, 6044, 6045, 6050A and 6050N.

PRIVACY ACT NOTICE.—Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers, who must report the payments to the IRS. The IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

PENALTIES

Failure to Furnish Taxpayer Identification Number . If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil Penalty for False Information with Respect to Withholding . If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal Penalty for Falsifying Information . Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of Taxpayer Identification Numbers . If the payer discloses or uses taxpayer identification numbers in violation of Federal law, the payer may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

IMPORTANT TAX INFORMATION

Under U.S. federal income tax law, a tendering holder whose Old Notes are accepted for exchange may be subject to backup withholding unless the holder provides the Exchange Agent with either (i) such holder’s correct taxpayer identification number (“ TIN ”) on the Substitute Form W-9 attached hereto, certifying (A) that the TIN provided on Substitute Form W-9 is correct (or that such holder of Old Notes is awaiting a TIN), (B) that the holder of Old Notes is not subject to backup withholding because (x) such holder of Old Notes is exempt from backup withholding, (y) such holder of Old Notes has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the Internal Revenue Service has notified the holder of Old Notes that he or she is no longer subject to backup withholding and (C) that the holder of Old Notes is a U.S. person (including a U.S. resident alien); or (ii) an adequate basis for exemption from backup withholding. If such holder of Old Notes is an individual, the TIN is such holder’s social security number. If the Exchange Agent is not provided with the correct TIN, the holder of Old Notes may also be subject to certain penalties imposed by the Internal Revenue Service and any payments that are made to such holder may be subject to backup withholding (see below).

Certain holders of Old Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. However, exempt holders of Old Notes should indicate their exempt status on the Substitute Form W-9. For example, a corporation should complete the Substitute Form W-9, providing its TIN and indicating that it is exempt from backup withholding. In order for a foreign individual to qualify as an exempt recipient, the holder must submit a Form W-8BEN, signed under penalties of perjury, attesting to that individual’s exempt status. A Form W-8BEN can be obtained from the Exchange Agent. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions. Holders are encouraged to consult their own tax advisors to determine whether they are exempt from these backup withholding and reporting requirements.

If backup withholding applies, the Exchange Agent is required to withhold 28% of any payments made to the holder of the Exchange Notes or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the required information is furnished. The Exchange Agent cannot refund amounts withheld by reason of backup withholding.

A holder who does not have a TIN may check the box in Part 2 of the Substitute Form W-9 if the surrendering holder of Old Notes has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 2 is checked, the holder of Old Notes or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 2 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Exchange Agent will withhold 28% of all payments made prior to the time a properly certified TIN is provided to the Exchange Agent and, if the Exchange Agent is not provided with a TIN within 60 days, such amounts will be paid over to the Internal Revenue Service. The holder of Old Notes is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Old Notes. If the Old Notes are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

Manually signed copies of the Letter of Transmittal will be accepted. The Letter of Transmittal and any other required documents should be sent or delivered by each holder or such holder’s broker, dealer commercial bank or other nominee to the Exchange Agent at one of the addresses set forth below.

The Exchange Agent for the Exchange Offer is:

The Bank of New York Mellon Trust Company, N.A.

Mail, Hand or Overnight Delivery:

The Bank of New York Mellon Trust Company, N.A., as Exchange Agent

c/o The Bank of New York Mellon Corporation

Corporate Trust Operations—Reorganization Unit

111 Sanders Creek Parkway

East Syracuse, New York 13057

Attention: Dacia Brown-Jones

For Information Call:

(315) 414-3349

Facsimile

(for Eligible Institutions only):

(732) 667-9408

Confirm by telephone:

(315) 414-3349

Exhibit 99.2

FORM OF NOTICE OF GUARANTEED DELIVERY

LOGO

(formerly Heckmann Corporation)

OFFER TO EXCHANGE

$150,000,000 aggregate principal amount of our outstanding 9.875% Senior Notes due 2018 (CUSIP Nos. 422680 AF5, U42308 AC7 and 422680 AG3) for

$150,000,000 aggregate principal amount of 9.875% Senior Notes due 2018 (CUSIP No. 422680 AE8) that have been registered under the Securities Act of 1933, as amended, pursuant to the Prospectus dated , 2013

Registered holders of outstanding 9.875% Senior Notes due 2018 (CUSIP Nos. 422680 AF5, U42308 AC7 and 422680 AG3) (the “ Old Notes ”) of Nuverra Environmental Solutions, Inc. (formerly Heckmann Corporation) (the “ Company ”) who wish to tender their Old Notes in exchange for a like principal amount of new 9.875% Senior Notes due 2018 (CUSIP No. 422680 AE8) (the “ Exchange Notes ”) of the Company, which have been registered under the Securities Act of 1933, as amended, and whose Old Notes are not immediately available or who cannot deliver their Old Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to The Bank of New York Mellon Trust Company, N.A. (the “ Exchange Agent ”) prior to the Expiration Date, may use this Notice of Guaranteed Delivery or one substantially equivalent hereto.

This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight delivery) or mailed to the Exchange Agent. See “The Exchange Offer—Procedures for Tendering” in the Company’s Prospectus dated , 2013 (the “ Prospectus ”). Capitalized terms not defined herein have the meanings ascribed to them in the Prospectus.

The Exchange Agent for the Exchange Offer is:

The Bank of New York Mellon Trust Company, N.A.

By Mail, Hand or Overnight Delivery:

The Bank of New York Mellon Trust Company, N.A., as Exchange Agent

c/o The Bank of New York Mellon Corporation

Corporate Trust Operations—Reorganization Unit

111 Sanders Creek Parkway

East Syracuse, New York 13057

Attention: Dacia Brown-Jones

For Information Call:

(315) 414-3349

By Facsimile

(for Eligible Institutions only):

(732) 667-9408

Confirm by telephone:

(315) 414-3349

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution, such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures.

Ladies and Gentlemen:

The undersigned hereby tender(s) to the Company, upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, receipt of which is hereby acknowledged, the principal amount of Old Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer—Guaranteed Delivery Procedures.”

The undersigned understands and acknowledges that tenders of Old Notes will be accepted only in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000, that no withdrawal of a tender of Old Notes may be made after 5:00 p.m., New York City time, on the Expiration Date and that for a withdrawal of a tender of Old Notes to be effective, a written notice of withdrawal must be timely received by the Exchange Agent at one of its addresses specified on the cover of this Notice of Guaranteed Delivery prior to the Expiration Date.

The undersigned understands that Old Notes tendered and accepted for exchange pursuant to the Exchange Offer will be exchanged for Exchange Notes only after timely receipt by the Exchange Agent of such Old Notes (or Book-Entry Confirmation of the transfer of such Old Notes into the Exchange Agent’s account at The Depository Trust Company (“ DTC ”)) and a Letter of Transmittal (or facsimile thereof) with respect to such Old Notes properly completed and duly executed, with any required signature guarantees and any other documents required by the Letter of Transmittal or a properly transmitted Agent’s Message.

PLEASE SIGN AND COMPLETE


		Signature(s) of Registered Holder(s) or				Name(s) of Registered Holders(s):
		Name(s) of Registered Holder(s):


		Stated Amount at Maturity of Old Notes Tendered:				Address:


		Certificate No(s). of Old Notes (if available):						If Outstanding notes will be delivered by book-entry transfer at DTC Account No.:




		Date:

All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

This Notice of Guaranteed Delivery must be signed by the registered holder(s) of Old Notes exactly as its (their) name(s) appear on certificates for Old Notes or on a security position listing as the owner of Old Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

PLEASE PRINT NAME(S) AND ADDRESS(ES)


Name(s):


Capacity:


Address(es)

GUARANTEE OF DELIVERY

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or a correspondent in the United States or an “eligible guarantor institution” as defined by Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) hereby (a) represents that each holder of Old Notes on whose behalf this tender is being made “own(s)” the Old Notes covered hereby within the meaning of Rule 14e-4 under the Exchange Act, (b) represents that such tender of Old Notes complies with such Rule 14e-4, and (c) guarantees that, within three New York Stock Exchange trading days from the date of this Notice of Guaranteed Delivery, a properly completed and duly executed Letter of Transmittal, together with certificates representing the Old Notes covered hereby in proper form for transfer and required documents will be deposited by the undersigned with the Exchange Agent.

THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF TRANSMITTAL AND OLD NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME SET FORTH ABOVE AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO THE UNDERSIGNED.

Name of Firm:

Authorized Signature:

Address:

Name:

Title:

Area Code and Telephone No.:

Date:

DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OLD NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.

Exhibit 99.3

LOGO

(formerly Heckmann Corporation)

OFFER TO EXCHANGE

$150,000,000 aggregate principal amount of our outstanding 9.875% Senior Notes due 2018

(CUSIP Nos. 422680 AF5, U42308 AC7 and 422680 AG3)

for

$150,000,000 aggregate principal amount of 9.875% Senior Notes due 2018

(CUSIP No. 422680 AE8)

that have been registered under the Securities Act of 1933, as amended,

pursuant to the Prospectus dated , 2013

, 2013

To Our Clients:

Enclosed for your consideration is the Prospectus dated , 2013 (the “ Prospectus ”), and the accompanying Letter of Transmittal (the “ Letter of Transmittal ”) that together constitute the offer (the “ Exchange Offer ”) by Nuverra Environmental Solutions, Inc. (formerly Heckmann Corporation), a Delaware corporation (the “ Company ”), to exchange up to $150,000,000 in aggregate principal amount of its new 9.875% Senior Notes due 2018 (CUSIP No. 422680 AE8) (the “ Exchange Notes ”) that have been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), for a like principal amount of its outstanding 9.875% Senior Notes due 2018 (CUSIP Nos. 422680 AF5, U42308 AC7 and 422680 AG3) (the “ Old Notes ”), upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. The Exchange Offer is being made pursuant to the registration rights agreement that the Company entered into with the initial purchasers in connection with the issuance of the Old Notes. As set forth in the Prospectus, the terms of the Exchange Notes are substantially identical to the Old Notes, except that the transfer restrictions, registration rights and additional interest provisions relating to the Old Notes will not apply to the Exchange Notes. The Prospectus and the Letter of Transmittal more fully describe the Exchange Offer. Capitalized terms used but not defined herein have the respective meanings given to them in the Prospectus.

This material is being forwarded to you as the beneficial owner of the Old Notes carried by us in your account, but not registered in your name. A tender of such Old Notes can be made only by us as the registered holder for your account and pursuant to your instructions. The enclosed Letter of Transmittal is furnished to you for your information only and cannot be used to tender Old Notes.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the Old Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

The Exchange Offer will expire at 5:00 p.m., New York City time, on , 2013, unless extended by the Company. If you desire to exchange your Old Notes in the Exchange Offer, your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Old Notes on your behalf at or before the Expiration Date in accordance with the provisions of the Exchange Offer. Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn (in accordance with the procedures set forth in the Prospectus) at any time at or before the Expiration Date.

Your attention is directed to the following:

The Exchange Offer is described in and subject to the terms and conditions set forth in the Prospectus and the Letter of Transmittal.

The Exchange Offer is for any and all Old Notes.

Subject to the terms and conditions of the Exchange Offer, the Company will accept for exchange promptly following the Expiration Date all Old Notes validly tendered and will issue Exchange Notes promptly after such acceptance.

Any transfer taxes incident to the transfer of Old Notes from the holder to the Company will be paid by the Company, except as otherwise provided in Instruction 7 of the Letter of Transmittal.

The Exchange Offer expires at 5:00 p.m., New York City time, on , 2013, unless extended by the Company. If you desire to tender any Old Notes pursuant to the Exchange Offer, we must receive your instructions in ample time to permit us to effect a tender of the Old Notes on your behalf at or before the Expiration Date.

As set forth in the Letter of Transmittal, each holder of Old Notes must make certain acknowledgements, representations and warranties to the Company. The enclosed “Instructions to Registered Holder from Beneficial Owner” form contains an authorization by you, as the beneficial owner of Old Notes, for us to make these acknowledgements, representations and warranties on your behalf.

Any person who is an affiliate of the Company, or is participating in the Exchange Offer for the purpose of distributing the Exchange Notes, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale transaction of the Exchange Notes acquired by such person and such person cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in its series of interpretative no-action letters with respect to exchange offers.

We urge you to read the enclosed Prospectus and Letter of Transmittal in conjunction with the Exchange Offer carefully before instructing us to tender your Old Notes. If you wish to tender any or all of the Old Notes held by us for your account, please so instruct us by completing, executing, detaching, and returning to us the instruction form attached hereto.

None of the Old Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given, your signature on the attached “Instructions to Registered Holder from Beneficial Owner” constitutes an instruction to us to tender ALL of the Old Notes held by us for your account.

INSTRUCTIONS TO REGISTERED HOLDER FROM BENEFICIAL OWNER WITH RESPECT TO THE EXCHANGE OFFER

The undersigned acknowledges receipt of your letter and the enclosed material therein including the prospectus dated , 2013 (the “ Prospectus ”) of Nuverra Environmental Solutions, Inc. (formerly Heckmann Corporation), a Delaware corporation (the “ Company ”), and the accompanying Letter of Transmittal (the “ Letter of Transmittal ”), that together constitute the offer (the “ Exchange Offer ”) to exchange up to $150,000,000 in aggregate principal amount of new 9.875% Senior Notes due 2018 (CUSIP No. 422680 AE8) (the “ Exchange Notes ”) that have been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), for a like principal amount of outstanding 9.875% Senior Notes due 2018 (CUSIP Nos. 422680 AF5, U42308 AC7 and 422680 AG3) (the “ Old Notes ”), upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal.

This will instruct you, the registered holder, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned, on the terms and subject to the conditions in the Prospectus and Letter of Transmittal.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer all right, title and interest in the Old Notes and to acquire the Exchange Notes issuable upon the exchange of such Old Notes, and that, when such validly tendered Old Notes are accepted by the Company for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim.

By completing, executing and delivering these Instructions, the undersigned hereby (i) makes the acknowledgments, representations and warranties referred to above, (ii) instructs you to tender the Old Notes held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and Letter of Transmittal and to take such other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of Old Notes and (iii) expressly agrees to be bound by the Letter of Transmittal and that such Letter of Transmittal may be enforced against the undersigned.

The aggregate face amount of the Old Notes held by you for the account of the undersigned is (fill in the amount):

$ of the 9.875% Senior Notes due 2018

With respect to the Exchange Offer, the undersigned instructs you (check appropriate box):

To TENDER the following Old Notes held by you for the account of the undersigned (insert principal amount of Old Notes to be tendered, if less than all):

$ of the 9.875% Senior Notes due 2018*

Unless otherwise indicated here, a holder will be deemed to have tendered ALL of the Old Notes held by us on such holder’s behalf. Old Notes tendered hereby must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. See Instruction 5 of the Letter of Transmittal.

NOT to TENDER any Old Notes held by you for the account of the undersigned.

SIGN HERE*



				Capacity (full title)**:



		Telephone Number:



		Taxpayer Identification Number or Social Security Number:



		My Account Number With You:

¨	CHECK HERE IF YOU ARE BROKER DEALER

Date: , 2013

Must be signed by the registered holder(s) of the Old Notes, or if signed by a person other than the registered holder(s) of any certificate(s), such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case, signed exactly as its (their) name(s) appear(s) on certificate(s) or on a security position listing, and such certificate(s) must be guaranteed by an Eligible Institution (as defined in the Letter of Transmittal).

If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title and, unless waived by the Company, submit proper evidence satisfactory to the Company of such person’s authority to so act. See Instruction 6 to the Letter of Transmittal.

None of the Old Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all Old Notes held by us for your account.

Exhibit 99.4

LOGO

(formerly Heckmann Corporation)

OFFER TO EXCHANGE

$150,000,000 aggregate principal amount of our outstanding 9.875% Senior Notes due 2018

(CUSIP Nos. 422680AF5, U42308AC7 and 422680AG3)

for

$150,000,000 aggregate principal amount of 9.875% Senior Notes due 2018

(CUSIP No. 422680 AE8)

that have been registered under the Securities Act of 1933, as amended,

pursuant to the Prospectus dated , 2013

, 2013

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

Nuverra Environmental Solutions, Inc. (formerly Heckmann Corporation) (the “ Company ”) is offering, upon and subject to the terms and conditions set forth in the Prospectus, dated , 2013 (the “ Prospectus ”), and the enclosed letter of transmittal (the “ Letter of Transmittal ”), to exchange (the “ Exchange Offer ”) its 9.875% Senior Notes due 2018 (CUSIP No. 422680 AE8) (the “ Exchange Notes ”) that have been registered under the Securities Act of 1933, as amended, for its outstanding 9.875% Senior Notes due 2018 (CUSIP Nos. 422680 AF5, U42308 AC7 and 422680 AG3) (the “ Old Notes ”). The Exchange Offer is being made pursuant to the registration rights agreement that the Company entered into with the initial purchasers in connection with the issuance of the Old Notes. As set forth in the Prospectus, the terms of the Exchange Notes are substantially identical to the Old Notes, except that the transfer restrictions, registration rights and additional interest provisions relating to the Old Notes will not apply to the Exchange Notes. The Prospectus and the Letter of Transmittal more fully describe the Exchange Offer. Capitalized terms used but not defined herein have the respective meanings given to them in the Prospectus.

We are requesting that you contact your clients for whom you hold Old Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Old Notes registered in your name or in the name of your nominee, or who hold Old Notes registered in their own names, we are enclosing the following documents:

Prospectus dated , 2013;

The Letter of Transmittal for your use and for the information of your clients;

Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (included in the Letter of Transmittal);

A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if the Old Notes are not immediately available, or time will not permit the required documents to reach the Exchange Agent before the expiration date of the Exchange Offer, or the procedures for book-entry transfer cannot be completed on or prior to the expiration date of the Exchange Offer; and

A form of letter which may be sent to your clients for whose account you hold Old Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer.

YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2013 (THE “EXPIRATION DATE”), UNLESS EXTENDED BY THE COMPANY. OLD NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE.

To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof or Agent’s Message in lieu thereof), with any required signature guarantees and any other required documents, should be sent to the Exchange Agent, and certificates representing the Old Notes (or a timely confirmation of book-entry transfer of such Old Notes) should be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

The Company will, upon request, reimburse brokers, dealers, commercial banks, trust companies and other nominees for reasonable and necessary costs and expenses incurred by them in forwarding the Prospectus and the related documents to the beneficial owners of the Old Notes held by them as nominee or in a fiduciary capacity. The Company will pay or cause to be paid all transfer taxes applicable to the exchange of Old Notes pursuant to the Exchange Offer, except as set forth in Instruction 7 of the Letter of Transmittal.

Any inquiries that you may have with respect to the Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to The Bank of New York Mellon Trust Company, N.A., the Exchange Agent for the Exchange Offer, at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

NUVERRA ENVIRONMENTAL SOLUTIONS, INC.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures