Exhibit 4.1

 

Execution Version

 

FIRST SUPPLEMENTAL INDENTURE

 

First Supplemental Indenture (this “Supplemental Indenture”), dated as of November 2, 2026, is among Haley R. SWD, LLC, Horus Infrastructure IA LLC, Los Tios Land and Cattle LLC, OWL Acquisition Company, LLC, OWL Allgood Water, LLC, OWL AssetCo 1, LLC, OWL Black Lake SWD, LLC, OWL Bobcat SWD, LLC, OWL Brininstool SWD, LLC, OWL Carpenter, LLC, OWL Chaparral SWD, LLC, OWL Cities Federal SWD, LLC, OWL Copeland SWD, LLC, OWL Danish Flats, LLC, OWL Douglas, LLC, OWL ETX/LA, LLC, OWL Jenkins SWD, LLC, OWL Keystone SWD, LLC, OWL Lea County, LLC, OWL Ludlow, LLC, OWL Madera SWD, LLC, OWL McCloy SWD #1, LLC, OWL Mills SWD, LLC, OWL Oasis SWD, LLC, OWL Parks Bell SWD, LLC, OWL Permian, LLC, OWL Permian Pipeline, LLC, OWL Pinedale, LLC, OWL Powder Pipeline, LLC, OWL Pumpkin Buttes, LLC, OWL Red Hills Gathering, LLC, OWL Rockies, LLC, OWL Roy SWD, LLC, OWL Smith Ranch SWD, LLC, OWL SOAL SWD, LLC, OWL SWD Atlas, LLC, OWL SWD Development, LLC, OWL SWD Operating, LLC, OWL SWD Operating 2, LLC, OWL Topeka SWD, LLC, OWL Tophat SWD, LLC, OWL True Grit SWD, LLC, OWL Wamsutter, LLC, OWL Westbrook SWD, LLC, OWL Western Gravel and Disposal, LLC, OWL WestWater, LLC, Pilot Water Gathering Delaware LLC, Pilot Water Gathering Delaware Investments LLC, Pilot Water Solutions LLC, Pilot Water Solutions Permian LLC, Pilot Water Solutions SWD LLC and PWSP OpCo II LLC (each, a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), Select Water Holdings LLC (the “Company”), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank Trust Company, National Association, as trustee under the Indenture referred to below (the “Trustee”).

 

W I T N E S S E T H:

 

WHEREAS, the Company and the initial Guarantors have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 21, 2026 providing for the issuance of the Company’s 7.625% Senior Notes due 2034 (the “Notes”);

 

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and

 

WHEREAS, pursuant to Section 9.01(7) of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries, the other Guarantors, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

 

1.            Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

 

2.            Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and the Indenture, including but not limited to Article 10 thereof.

 

 

 

 

3.            No Recourse Against Others. No past, present or future director, officer, partner, member, employee, incorporator, manager, unit holder or other owner of an Equity Interest of any Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the 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 and the Note Guarantees.

 

4.            NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

 

5.            Counterparts; Electronic Signatures. This Supplemental Indenture shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to the character or intended character of the writings.

 

6.            Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

 

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

 

[Signature Pages Follow.]

 

 

 

 

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

 

  EACH AS A GUARANTEEING SUBSIDIARY:
   
  HALEY R. SWD, LLC
  HORUS INFRASTRUCTURE IA LLC
  LOS TIOS LAND AND CATTLE LLC
  OWL ACQUISITION COMPANY, LLC
  OWL ALLGOOD WATER, LLC
  OWL ASSETCO 1, LLC
  OWL BLACK LAKE SWD, LLC
  OWL BOBCAT SWD, LLC
  OWL BRININSTOOL SWD, LLC
  OWL CARPENTER, LLC
  OWL CHAPARRAL SWD, LLC
  OWL CITIES FEDERAL SWD, LLC
  OWL COPELAND SWD, LLC
  OWL DANISH FLATS, LLC
  OWL DOUGLAS, LLC
  OWL ETX/LA, LLC
  OWL JENKINS SWD, LLC
  OWL KEYSTONE SWD, LLC
  OWL LEA COUNTY, LLC
  OWL LUDLOW, LLC
  OWL MADERA SWD, LLC
  OWL MCCLOY SWD #1, LLC
  OWL MILLS SWD, LLC
  OWL OASIS SWD, LLC
  OWL PARKS BELL SWD, LLC
  OWL PERMIAN, LLC
  OWL PERMIAN PIPELINE, LLC
  OWL PINEDALE, LLC
  OWL POWDER PIPELINE, LLC
  OWL PUMPKIN BUTTES, LLC
  OWL RED HILLS GATHERING, LLC
  OWL ROCKIES, LLC
  OWL ROY SWD, LLC
  OWL SMITH RANCH SWD, LLC
  OWL SOAL SWD, LLC
  OWL SWD ATLAS, LLC
  OWL SWD DEVELOPMENT, LLC

 

  By: /s/ Christopher K. George
  Name: Christopher K. George
  Title: Executive Vice President and Chief Financial Officer

 

[Signature Page to the Supplemental Indenture]

 

 

 

 

  OWL SWD OPERATING, LLC
  OWL SWD OPERATING 2, LLC
  OWL TOPEKA SWD, LLC
  OWL TOPHAT SWD, LLC
  OWL TRUE GRIT SWD, LLC
  OWL WAMSUTTER, LLC
  OWL WESTBROOK SWD, LLC
  OWL WESTERN GRAVEL AND DISPOSAL, LLC
  OWL WESTWATER, LLC
  PILOT WATER GATHERING DELAWARE LLC
  PILOT WATER GATHERING DELAWARE INVESTMENTS LLC
  PILOT WATER SOLUTIONS LLC
  PILOT WATER SOLUTIONS PERMIAN LLC
  PILOT WATER SOLUTIONS SWD LLC
  PWSP OPCO II LLC

 

  By: /s/ Christopher K. George
  Name: Christopher K. George
  Title: Executive Vice President and Chief Financial Officer

 

[Signature Page to the Supplemental Indenture]

 

 

 

 

  ISSUER:
     
  SELECT WATER HOLDINGS LLC
     
  By: /s/ Christopher K. George
  Name: Christopher K. George
  Title: Executive Vice President and Chief Financial Officer

 

[Signature Page to the Supplemental Indenture]

 

 

 

 

  EXISTING GUARANTORS:
   
  SELECT WATER SOLUTIONS, LLC
  NUVERRA TOTAL SOLUTIONS, LLC
  NUVERRA OHIO DISPOSAL LLC
  AFFIRM OILFIELD SERVICES, LLC
  HECKMANN WATER RESOURCES, LLC
  HECKMANN WATER RESOURCES (CVR), LLC
  BADLANDS POWER FUELS, LLC (DE)
  BREAKWATER ENERGY SERVICES, LLC

 

  BY: SELECT WATER HOLDINGS LLC, its Sole Member

 

  By: /s/ Christopher K. George
  Name: Christopher K. George
  Title: Executive Vice President and Chief Financial Officer

 

[Signature Page to the Supplemental Indenture]

 

 

 

 

  BREAKWATER ENERGY PARTNERS, LLC
   
  BY: BREAKWATER ENERGY SERVICES, LLC, its Sole Member
  BY: SELECT WATER HOLDINGS LLC, its Sole Member

 

  By: /s/ Christopher K. George
  Name: Christopher K. George
  Title: Executive Vice President and Chief Financial Officer

 

  BREAKWATER MIDSTREAM, LLC
   
  BY: BREAKWATER ENERGY PARTNERS, LLC, its Sole Member
  BY: BREAKWATER ENERGY SERVICES, LLC, its Sole Member
  BY: SELECT WATER HOLDINGS LLC, its Sole Member

 

By: /s/ Christopher K. George
  Name: Christopher K. George
  Title: Executive Vice President and Chief Financial Officer

 

[Signature Page to the Supplemental Indenture]

 

 

 

 

  BIG SPRING RECYCLING SYSTEM, LLC
   
  BY: BREAKWATER MIDSTREAM, LLC, its Sole Member
  BY: BREAKWATER ENERGY PARTNERS, LLC, its Sole Member
  BY: BREAKWATER ENERGY SERVICES, LLC, its Sole Member
  BY: SELECT WATER HOLDINGS LLC, its Sole Member

 

  By: /s/ Christopher K. George
  Name: Christopher K. George
  Title: Executive Vice President and Chief Financial Officer

 

  BADLANDS POWER FUELS, LLC (ND)
  LANDTECH ENTERPRISES, L.L.C.
  IDEAL OILFIELD DISPOSAL, LLC
   
  BY: BADLANDS POWER FUELS, LLC, its Sole Member
  BY: SELECT WATER HOLDINGS LLC, its Sole Member

 

  By: /s/ Christopher K. George
  Name: Christopher K. George
  Title: Executive Vice President and Chief Financial Officer

 

[Signature Page to the Supplemental Indenture]

 

 

 

 

  1960 WELL SERVICES, LLC
   
  BY: HECKMANN WATER RESOURCES (CVR), LLC, its Sole Member
  BY: SELECT WATER HOLDINGS LLC, its Sole Member

 

  By: /s/ Christopher K. George
  Name: Christopher K. George
  Title: Executive Vice President and Chief Financial Officer

 

  CLEARWATER THREE, LLC
  CLEARWATER FIVE, LLC
  CLEARWATER SOLUTIONS, LLC
   
  BY: NUVERRA OHIO DISPOSAL LLC, its Sole Member
  BY: SELECT WATER HOLDINGS LLC, its Sole Member

 

  By: /s/ Christopher K. George
  Name: Christopher K. George
  Title: Executive Vice President and Chief Financial Officer

 

[Signature Page to the Supplemental Indenture]

 

 

 

 

  SELECT CHEMISTRY, LLC
  SELECT AGUA LIBRE MIDSTREAM, LLC
  MALLARD MIDSTREAM, LLC
  TRINITY ACQUISITION, LLC
  GUARD DRILLING MUD DISPOSAL, LLC
  BLACKJACK MINERAL INVESTMENTS, LLC
  BOBCAT NORTH LIMA, LLC
  BUCKHORN DISPOSAL ND, LLC
   
  BY: SELECT WATER SOLUTIONS, LLC, its Sole Member
  BY: SELECT WATER HOLDINGS LLC, its Sole Member

 

  By: /s/ Christopher K. George
  Name: Christopher K. George
  Title: Executive Vice President and Chief Financial Officer

 

  BUCKHORN ENERGY OAKS DISPOSAL SERVICES, LLC
  EWS #1 DJ BASIN LLC
  EWS #8 DJ BASIN LLC
   
  BY: SELECT WATER SOLUTIONS, LLC, its Sole Manager
  BY: SELECT WATER HOLDINGS LLC, its Sole Member

 

  By: /s/ Christopher K. George
  Name: Christopher K. George
  Title: Executive Vice President and Chief Financial Officer

 

[Signature Page to the Supplemental Indenture]

 

 

 

 

  TRINITY ENVIRONMENTAL BROKERAGE, L.L.C.
  TRINITY ENVIRONMENTAL SWD I, L.L.C.
  TRINITY ENVIRONMENTAL SERVICES I, L.L.C.
  TRINITY ENVIRONMENTAL MANAGEMENT, LLC
   
  BY: TRINITY ACQUISITION, LLC, its Sole Member
  BY: SELECT WATER SOLUTIONS, LLC, its Sole Member
  BY: SELECT WATER HOLDINGS LLC, its Sole Member

 

  By: /s/ Christopher K. George
  Name: Christopher K. George
  Title: Executive Vice President and Chief Financial Officer

 

  SELECT ENERGY SERVICES, LLC
   
  BY: TRINITY ENVIRONMENTAL BROKERAGE, L.L.C., its Sole Member
  BY: TRINITY ACQUISITION, LLC, its Sole Member
  BY: SELECT WATER SOLUTIONS, LLC, its Sole Member
  BY: SELECT WATER HOLDINGS LLC, its Sole Member

 

  By: /s/ Christopher K. George
  Name: Christopher K. George
  Title: Executive Vice President and Chief Financial Officer

 

[Signature Page to the Supplemental Indenture]

 

 

 

 

  OAK’S DISPOSAL SERVICES, LLC
   
  BY: BUCKHORN ENERGY OAKS DISPOSAL SERVICES, LLC, its Sole Member
  BY: SELECT WATER SOLUTIONS, LLC, its Sole Manager
  BY: SELECT WATER HOLDINGS LLC, its Sole Member

 

  By: /s/ Christopher K. George
  Name: Christopher K. George
  Title: Executive Vice President and Chief Financial Officer

 

  DISHON DISPOSAL, LLC
   
  BY: BUCKHORN DISPOSAL ND, LLC, its Sole Member
  BY: SELECT WATER SOLUTIONS, LLC, its Sole Member
  BY: SELECT WATER HOLDINGS LLC, its Sole Member

 

  By: /s/ Christopher K. George
  Name: Christopher K. George
  Title: Executive Vice President and Chief Financial Officer

 

[Signature Page to the Supplemental Indenture]

 

 

 

 

  ROCKWATER ENERGY SOLUTIONS WATER MANAGEMENT, LLC
  CRESCENT COMPANIES, LLC
   
  BY: SELECT CHEMISTRY, LLC, its Sole Member
  BY: SELECT WATER SOLUTIONS, LLC, its Sole Member
  BY: SELECT WATER HOLDINGS LLC, its Sole Member

 

  By: /s/ Christopher K. George
  Name: Christopher K. George
  Title: Executive Vice President and Chief Financial Officer

 

  ROCKWATER WEST TX, LLC
   
  BY: ROCKWATER ENERGY SOLUTIONS WATER MANAGEMENT, LLC, its Sole Member
  BY: SELECT CHEMISTRY, LLC, its Sole Member
  BY: SELECT WATER SOLUTIONS, LLC, its Sole Member
  BY: SELECT WATER HOLDINGS LLC, its Sole Member

 

  By: /s/ Christopher K. George
  Name: Christopher K. George
  Title: Executive Vice President and Chief Financial Officer

 

[Signature Page to the Supplemental Indenture]

 

 

 

 

  TRUSTEE:
   
  U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

 

  By: /s/ Michael Herberger
  Name: Michael Herberger
  Title: Vice President