Common use of Employees; Employee Plans Clause in Contracts

Employees; Employee Plans. (a) No Compression Group Entity or Contributor Party currently has, or has within the past three years had, any employees. (b) Schedule 3.12(b) contains a complete and accurate list of all Subject Employees as of the Execution Date. The Subject Employees represent the entirety of the individuals whose employment materially involves providing services principally related to the management or operation of the Compression Business. (c) Other than the individuals set forth on Schedule 3.12(c), there are no individuals engaged as independent contractors who provide material services to any Compression Group Entity. (d) None of the Subject Employees are employed pursuant to the terms of a collective bargaining agreement or other Contract with a labor union, and no Compression Group Entity has agreed to recognize any union or other collective bargaining representative with respect to any Subject Employee. No collective bargaining agreements are being negotiated by any of the Compression Group Entities or any Contributor Parties with respect to the Subject Employees, and no union or other collective bargaining representative, to the Knowledge of the Contributor Parties, is attempting to organize or has been certified as the bargaining representative of any Subject Employee. There has been no labor strike, work stoppage, slowdown, walkout, lockout or similar labor activity involving any Subject Employee during the past three years, nor is any such labor strike, work stoppage, slowdown, walkout, lockout or similar labor activity involving any Subject Employee now occurring or, to the Knowledge of the Contributor Parties, threatened. (e) Except as would not reasonably be expected to result in material liability to the Compression Group Entities, with respect to the Subject Employees, each of the Compression Group Entities is and as at all times has been in compliance with all applicable labor and employment Laws, including, without limitation, all Laws, rules, regulations, orders, rulings, decrees, judgments and awards relating to employment discrimination, non-retaliation, recordkeeping, employee leave, payment of wages, hours of work, overtime compensation, immigration, occupational health and safety, and wrongful discharge. As of the Closing Date, each Subject Employee and other individual whose employment has principally involved providing services with respect to the Compression Business will have been paid all wages, bonuses, and other compensation owed for all services provided with respect to any Compression Group Entity. No Compression Group Entity is, or has within the past three years been, a federal or state government contractor or subcontractor. None of the Compression Group Entities nor any Contributor Party is subject to or otherwise bound by any consent decree, order, or agreement with any Governmental Authority relating to the Subject Employees. (f) None of the Compression Group Entities sponsors, maintains or contributes to, or has an obligation (secondary, contingent or otherwise) to contribute to or any Liability under, and has not sponsored, maintained or contributed to or had an obligation to contribute to, any Employee Benefit Plans. No event has occurred and no condition exists that could reasonably be expected to subject any of the Compression Group Entities to any Liability relating to a Contributor Employee Benefit Plan. (g) Schedule 3.12(g) contains a list of each material Contributor Employee Benefit Plan. None of the Contributor Parties nor any Compression Group Entity has made any commitment to create any additional Contributor Employee Benefit Plan or modify or change any existing Contributor Employee Benefit Plan. With respect to each Contributor Employee Benefit Plan listed on Schedule 3.12(g), the Contributor Parties have made available to Acquiror true and complete copies, where applicable, of (i) the plan document (including any amendments), (ii) a written description of all material terms for any unwritten Contributor Employee Benefit Plan, (iii) the most recent summary plan description and any current summary of material modification, (iv) documentation of any funding arrangement, (v) the most recent IRS determination letter (or opinion letter) and each currently pending application for a determination letter, (vi) Form 5500s for the past three years, (vii) the financial statements and actuarial reports for the past three years, and (viii) any Pension Benefit Guaranty Corporation Form 1. (h) No Contributor Employee Benefit Plan is (A) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (B) a “multiple employer plan” (within the meaning of Section 413(c) of the Code), (C) a multiple employer welfare arrangement (as defined in Section 3(40) of ERISA), or (D) a pension plan that is subject to Title IV of ERISA, Part 3 of Title I of ERISA or Sections 412 or 430 of the Code, and no Contributor Entity nor any ERISA Affiliate thereof has maintained, participated in, or had any Liability with respect to, any of the foregoing within the last six years. (i) Neither the negotiation or execution of this Agreement or the other Transaction Documents to which a Contributor Party is a party, nor the consummation of the transactions contemplated by this Agreement or the other Transaction Documents to which a Contributor Party is a party, either alone or in combination with another event (whether contingent or otherwise) will trigger a payment resulting in an excise Tax for any Subject Employee under Section 4999 of the Code or a non-deductible expense for any Compression Group Entity under Section 280G of the Code. (j) There does not now exist, nor do circumstances exist that could, including as a result of the transactions contemplated hereby, result in, any Controlled Group Liability of the Compression Group Entities that would be Acquiror’s Liability following the Closing Date. (k) With respect to the Subject Employees, no Contributor Employee Benefit Plan provides for an indemnification, “gross up” or similar payment in respect of any Taxes that may become payable under Section 409A or Section 4999 of the Code.

Employees; Employee Plans. (a) No Compression Group Entity or Contributor Party currently hasUSAC Management employs the persons who provide services with respect to the business conducted by the General Partner and the Partnership Entities (collectively, or has within the past three years had“Subject Employees”), any employees. (b) Schedule 3.12(b) contains a complete and accurate list of all the Subject Employees as provide the General Partner and the MLP those services that are necessary to conduct the business of the Execution DateMLP and each of its Subsidiaries. The Subject Employees represent the entirety of the individuals whose employment materially involves providing services principally related to the management or operation of the Compression Business. (c) Other than the individuals set forth on Schedule 3.12(c4.14(a), there are no individuals engaged as independent contractors who provide material services to any Compression Group Entityof the Partnership Entities or the General Partner. (db) None As of the date of this Agreement, (i) none of the Subject Employees are employed pursuant to the terms of a any collective bargaining agreement agreements or other Contract with a labor union, and no Compression Group Entity (ii) neither the General Partner nor any of the Partnership Entities has currently agreed to recognize any union or other collective bargaining representative with respect to any Subject Employee. No collective bargaining agreements are being negotiated by any of the Compression Group Entities or any Contributor Parties with respect to the Subject Employees, and (iii) no union or other collective bargaining representative, to the Knowledge of the Contributor PartiesSeller, is attempting to organize or has been certified as the exclusive bargaining representative of any Subject Employee. There has been no labor strike, work stoppage, slowdown, walkout, lockout or similar labor activity involving any Subject Employee Employees during the past three years, nor is are any such labor strikestrikes, work stoppagestoppages, slowdownslowdowns, walkoutwalkouts, lockout lockouts or similar labor activity involving any Subject Employee activities now occurring or, to the Knowledge of the Contributor PartiesSeller, threatenedthreatened involving any Subject Employees. (ei) Except as would not reasonably be expected to result in material liability to the Compression Group General Partner or the Partnership Entities, with respect to the Subject Employees, each of Partnership Entity and the Compression Group Entities General Partner is and as at all times has been in compliance with all applicable labor and employment Laws, Laws including, without limitation, all Laws, rules, regulations, orders, rulings, decrees, judgments and awards relating to employment discrimination, non-retaliation, recordkeeping, employee leave, payment of wages, hours of work, overtime compensation, immigration, occupational health and safety, and wrongful discharge. As ; (ii) no action, suit, complaint, charge, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority, brought by or on behalf of any employee, prospective or former employee or labor organization or other representative of the Closing Dateemployees or of any prospective or former employees of any of the Partnership Entities or the General Partner, each Subject Employee and other individual whose employment has principally involved providing services is pending or, to the Knowledge of Seller, threatened against any of the Partnership Entities or the General Partner, (including with respect to the Compression Business will have been paid all wagesalleged sexual harassment, bonuses, unfair labor practices or discrimination); and other compensation owed for all services provided with respect to any Compression Group Entity. No Compression Group Entity is, or has within the past three years been, a federal or state government contractor or subcontractor. None (iii) none of the Compression Group Partnership Entities nor any Contributor Party or the General Partner is subject to or otherwise bound by any consent decree, order, or agreement with any Governmental Authority relating to employees or former employees of any of the Subject EmployeesPartnership Entities or the General Partner. (fd) None Neither any of the Compression Group Partnership Entities sponsorsnor the General Partner has, maintains in the last year, effectuated a “plant closing” or contributes to“mass layoff” as those terms are defined in the Worker Adjustment and Retraining Notification Act (the “WARN”), without complying with the notice requirements and other provisions of WARN. (e) Except as set forth on Schedule 4.14(e), the General Partner does not sponsor, maintain or has contribute to or have an obligation (secondary, contingent or otherwise) to contribute to or any Liability underto, and has not sponsored, maintained or contributed to or had an obligation to contribute to, any Employee Benefit Plans. No event has occurred and no condition exists that could reasonably be expected to subject any of the Compression Group Entities to any Liability relating to a Contributor Employee Benefit Plan. (gf) Schedule 3.12(g4.14(f) contains a list of each material Contributor Employee Benefit Plan. None Plan maintained, sponsored by, or contributed to (or required to be contributed to) by any of the Contributor Parties nor Partnership Entities for the benefit of any Compression Group Entity has current or former employee, director or independent contractor of the General Partner or any of the Partnership Entities (or for the respective beneficiaries or dependents of such individuals), or with respect to which the Partnership Entities or the General Partner may have any Liability (as listed on Schedule 4.14(f), the “Benefit Plans”). The Partnership Entities have not made any commitment to create any additional Contributor Employee Benefit Plan or modify or change any existing Contributor Employee Benefit Plan. With respect to each Contributor Employee Benefit Plan listed on Schedule 3.12(g)Plan, the Contributor Parties have Seller has made available to the Acquiror Parties true and complete copies, where applicable, of (i) the plan document (including any amendments), (ii) a written description of all material terms for any unwritten Contributor Employee Benefit Plan, (iii) the most recent summary plan description and any current summary of material modification, (iv) documentation of any funding arrangement, (v) the most recent IRS determination letter (or or, if applicable, opinion letter) and each currently pending application for a determination letter), (vi) the most recently filed Form 5500s for the past three years5500s, (vii) the including any financial statements and actuarial reports for the past three yearsreport, and (viiivii) any Pension Benefit Guaranty Corporation Form 1. (g) Each Benefit Plan complies in all material respects with, and has been operating in material accordance with, all applicable Laws (including, where applicable, ERISA and the Code and the regulations promulgated thereunder) and the terms of the applicable Benefit Plan. Except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect, with respect to each Benefit Plan, (i) no breaches of fiduciary duty or other failures to act or comply in connection with the administration or investment of the assets of such Benefit Plan have occurred, (ii) no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) has occurred, and (iii) no lien has been imposed under the Code or ERISA. No Partnership Entity has applied pursuant to Section 412(c) of the Code or Section 302(c) of ERISA for a waiver of the minimum funding standard with respect to any Benefit Plan. (h) Except as set forth on Schedule 4.14(h): (i) No Contributor Employee Benefit Plan is (A) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (B) a “multiple employer plan” (within the meaning of Section 413(c) 4063 of the CodeERISA), (C) a multiple employer welfare arrangement (as defined in Section 3(40) of ERISA), or (D) a pension plan that is subject to Title IV of ERISA, Part 3 of Title I of ERISA or Sections 412 or 430 of the Code, and no Contributor Partnership Entity nor or any ERISA Affiliate thereof has maintained, participated in, or had any Liability liability with respect to, any of the foregoing within the last six years. (iii) No Partnership Entity nor any ERISA Affiliate: (A) has withdrawn from any pension plan under circumstances resulting (or expected to result) in liability to the Pension Benefit Guaranty Corporation; or (B) has incurred any unsatisfied liability to the Pension Benefit Guaranty Corporation or any Benefit Plan subject to Title IV of ERISA that would be reasonably expected to result in the imposition of any material liability on any Partnership Entity. (iii) Except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect, (A) with respect to each Benefit Plan, no Proceedings or claims (other than routine claims for benefits in the ordinary course) are pending or, to the Knowledge of Seller, threatened against, by or on behalf of any Benefit Plans or the assets, fiduciaries or administrators thereof, and (B) no Benefit Plan, and, with respect to the Benefit Plans, none of the Partnership Entities or the General Partner, is the subject of an audit or investigation by the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Authority, nor is any such audit or investigation pending or, to the Knowledge of Seller, threatened. (iv) Other than as required under Section 4980B of the Code or other applicable Law, none of the Partnership Entities or the General Partner has any obligation to provide (whether under a Benefit Plan or otherwise) benefits or coverage in the nature of health, life, welfare or disability insurance following retirement or other termination of employment or other service relationship (other than death benefits when termination occurs upon death). (v) Neither the negotiation or execution of this Agreement or the other Transaction Documents to which a Contributor Party any Partnership Entity is a party, nor the consummation of the transactions contemplated by this Agreement or the other Transaction Documents Transactions to which a Contributor Party any Partnership Entity is a party, either alone or in combination with another event (whether contingent or otherwise) will (A) result in any material payment (including severance, unemployment compensation, golden parachute, bonus, or otherwise) becoming due under any Benefit Plan, (B) materially increase the amount of any compensation or benefits otherwise payable to any Subject Employee or under any Benefit Plan, (C) result in the acceleration of the time of payment, funding or vesting of any material payments or other material benefits or give rise to any additional service credits under any Benefit Plan, or (D) trigger a payment resulting in an excise Tax for any Subject Employee under Section 4999 of the Code or a non-deductible expense for any Compression Group Partnership Entity under Section 280G of the Code. (jvi) There does not now existEach Benefit Plan (and if such Benefit Plan is a prototype plan, nor do circumstances exist such prototype plan) that could, including as a result is intended to be qualified under Section 401(a) of the transactions contemplated herebyCode has received a favorable determination letter or is entitled to rely on a favorable opinion letter from the IRS, result inin either case, that has not been revoked, and to the Knowledge of Seller, no event or circumstance exists that has adversely affected or would reasonably be expected to adversely affect such qualification or exemption. Each trust established in connection with any Controlled Group Liability Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Compression Group Entities Code is so exempt, and no fact or event has occurred that would reasonably be Acquiror’s Liability following expected to adversely affect the Closing Dateexempt status of any such trust. (kvii) No Benefit Plan is subject to the laws of any jurisdiction outside of the United States or provides compensation or benefits to any employee or former employee of the Partnership Entities or the General Partner (or any dependent thereof) who resides outside of the United States. (viii) With respect to the Subject Employees, no Contributor Employee Benefit Plan provides for an indemnification, “gross up” or similar payment in respect of any Taxes that may become payable under Section 409A or Section 4999 of the Code.

Employees; Employee Plans. (a) No Compression Group Entity or Contributor Party currently hasAcquiror Management employs the persons who provide services with respect to the business conducted by the Acquiror Entities (collectively, or has within the past three years had“Acquiror Subject Employees”), any employees. (b) Schedule 3.12(b) contains a complete and accurate list of all the Acquiror Subject Employees as provide Acquiror those services that are necessary to conduct the business of the Execution DateAcquiror Entities. The Acquiror Entities are not dependent upon employees of USAC Holdings or its Affiliates other than the Acquiror Subject Employees represent in order to manage or operate the entirety business of the individuals whose employment materially involves providing services principally related to the management or operation of the Compression Business. (c) Acquiror Entities. Other than the individuals set forth on Schedule 3.12(c4.14(a), there are no individuals engaged as independent contractors who provide material services to any Compression Group Entityof the Acquiror Entities. (db) None As of the Execution Date, (i) none of the Acquiror Subject Employees are employed pursuant to the terms of a any collective bargaining agreement agreements or other Contract with a labor union, and (ii) no Compression Group Entity collective bargaining agreements are currently being negotiated by the Acquiror Entities, (iii) none of the Acquiror Entities has currently agreed to recognize any union or other collective bargaining representative with respect to any Acquiror Subject Employee. No collective bargaining agreements are being negotiated by any of the Compression Group Entities or any Contributor Parties with respect to the Subject Employees, and (iv) no union or other collective bargaining representative, to the Knowledge of the Contributor PartiesAcquiror, is attempting to organize or has been certified as the exclusive bargaining representative of any Acquiror Subject Employee. There has been no labor strike, work stoppage, slowdown, walkout, lockout or similar labor activity involving any Acquiror Subject Employee during the past three years, nor is are any such labor strike, work stoppage, slowdown, walkout, lockout or similar labor activity involving any Acquiror Subject Employee now occurring or, to the Knowledge of the Contributor PartiesAcquiror, threatened. (ec) Except as would not reasonably be expected to result in material liability to the Compression Group Acquiror Entities, with respect to the Subject Employees, each of the Compression Group Entities Acquiror Entity is and as at all times has been in compliance with all applicable labor and employment Laws, Laws including, without limitation, all Laws, rules, regulations, orders, rulings, decrees, judgments and awards relating to employment discrimination, non-retaliation, recordkeeping, employee leave, payment of wages, hours of work, overtime compensation, immigration, occupational health and safety, and wrongful discharge. As . (d) No action, suit, complaint, charge, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority, brought by or on behalf of any employee, prospective or former employee or labor organization or other representative of the Closing Dateemployees or of any prospective or former employees of any of the Acquiror Entities is pending or, each Subject Employee and other individual whose employment has principally involved providing services to the Knowledge of Acquiror, threatened against any of the Acquiror Entities, or any present or former director or employee thereof (including with respect to the Compression Business will have been paid all wagesalleged sexual harassment, bonuses, and other compensation owed for all services provided with respect to any Compression Group Entity. No Compression Group Entity is, unfair labor practices or has within the past three years been, a federal or state government contractor or subcontractor. discrimination). (e) None of the Compression Group Acquiror Entities nor any Contributor Party is subject to or otherwise bound by by, any consent decree, order, or agreement with with, any Governmental Authority relating to employees or former employees of any of the Subject EmployeesAcquiror Entities. (f) None of the Compression Group Acquiror Entities sponsorshas, maintains in the last year, effectuated a “plant closing” or contributes to“mass layoff” as those terms are defined in the Worker Adjustment and Retraining Notification Act (“WARN”), or has an obligation (secondary, contingent or otherwise) to contribute to or any Liability under, without complying with the notice requirements and has not sponsored, maintained or contributed to or had an obligation to contribute to, any Employee Benefit Plans. No event has occurred and no condition exists that could reasonably be expected to subject any other provisions of the Compression Group Entities to any Liability relating to a Contributor Employee Benefit PlanWARN. (g) Schedule 3.12(g4.14(g) contains a list of each material Contributor Employee Benefit Plan. None Plan maintained, sponsored by, or contributed to (or required to be contributed to) by any of the Contributor Parties nor Acquiror Entities for the benefit of any Compression Group Entity has current or former employee, director or independent contractor of any of the Acquiror Entities (or for the respective beneficiaries or dependents of such individuals), or with respect to which the Acquiror Entities may have any Liability (as listed on Schedule 4.14(g), the “Acquiror Benefit Plans”). The Acquiror Entities have not made any commitment to create any additional Contributor Employee Acquiror Benefit Plan or modify or change any existing Contributor Employee Acquiror Benefit Plan. With respect to each Contributor Employee Acquiror Benefit Plan listed on Schedule 3.12(g)Plan, Acquiror has made available to the Contributor Parties have made available to Acquiror true and complete copies, where applicable, of (i) the plan document (including any amendments), (ii) a written description of all material terms for any unwritten Contributor Employee Acquiror Benefit Plan, (iii) the most recent summary plan description and any current summary of material modification, (iv) documentation of any funding arrangement, (v) the most recent IRS determination letter (or opinion letter) and each currently pending application for a determination letter, (vi) Form 5500s for the past three years, (vii) the financial statements and actuarial reports for the past three years, and (viii) any Pension Benefit Guaranty Corporation Form 1. (h) Each Acquiror Benefit Plan (and each related trust, insurance contract or fund) complies in all material respects with, and has been operating in material accordance with, all applicable Laws (including, where applicable, ERISA and the Code and the regulations promulgated thereunder) and the terms of the applicable Acquiror Benefit Plan. Except as would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect, with respect to each Acquiror Benefit Plan, (i) no breaches of fiduciary duty or other failures to act or comply in connection with the administration or investment of the assets of such Acquiror Benefit Plan have occurred, (ii) no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) has occurred, and (iii) no lien has been imposed under the Code or ERISA. No Contributor Employee Acquiror Entity has applied pursuant to Section 412(c) of the Code or Section 302(c) of ERISA for a waiver of the minimum funding standard with respect to any Acquiror Benefit Plan. (i) Except as set forth on Schedule 4.14(i): (i) No Acquiror Benefit Plan is (A) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (B) a “multiple employer plan” (within the meaning of Section 413(c) of the Code), (C) a multiple employer welfare arrangement (as defined in Section 3(40) of ERISA), or (D) a pension plan that is subject to Title IV of ERISA, Part 3 of Title I of ERISA or Sections 412 or 430 of the Code, and no Contributor Acquiror Entity nor or any ERISA Affiliate thereof has maintained, participated in, or had any Liability with respect to, any of the foregoing within the last six years. (iii) No Acquiror Entity nor any ERISA Affiliate thereof: (A) has withdrawn from any pension plan under circumstances resulting (or expected to result) in liability to the Pension Benefit Guaranty Corporation; or (B) has incurred any unsatisfied liability to the Pension Benefit Guaranty Corporation or any Benefit Plan subject to Title IV of ERISA that would be reasonably expected to result in the imposition of any material liability on any Acquiror Entity. (iii) With respect to each Acquiror Benefit Plan, no Proceedings or claims (other than routine claims for benefits in the ordinary course) are pending or, to the Knowledge of Acquiror, threatened against, by or on behalf of any Acquiror Benefit Plans or the assets, fiduciaries or administrators thereof. No Acquiror Benefit Plan, and, with respect to the Acquiror Benefit Plans, none of the Acquiror Entities is the subject of an audit or investigation by the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Authority, nor is any such audit or investigation pending or, to the Knowledge of Acquiror, threatened. (iv) Other than as required under Section 4980B of the Code or other applicable Law, no Acquiror Benefit Plan provides benefits or coverage in the nature of health, life, welfare or disability insurance following retirement or other termination of employment or other service relationship (other than death benefits when termination occurs upon death). (v) Neither the negotiation or execution of this Agreement or the other Transaction Documents to which a Contributor Party Acquiror is a party, nor the consummation of the transactions contemplated by this Agreement or the other Transaction Documents to which a Contributor Party Acquiror is a party, either alone or in combination with another event (whether contingent or otherwise), will (A) will result in any payment (including severance, unemployment compensation, golden parachute, bonus, or otherwise) becoming due under any Acquiror Benefit Plan, (B) materially increase the amount of any compensation or benefits otherwise payable to any Acquiror Subject Employee or under any Acquiror Benefit Plan, (C) result in the acceleration of the time of payment, funding or vesting of any material payments or other material benefits or give rise to any additional service credits under any Acquiror Benefit Plan, or (D) trigger a payment resulting in an excise Tax for any Acquiror Subject Employee under Section 4999 of the Code or a non-deductible expense for any Compression Group Acquiror Entity under Section 280G of the Code. (jvi) There does not now existEach Acquiror Benefit Plan (and if such Acquiror Benefit Plan is a prototype plan, nor do circumstances exist such prototype plan) that could, including as a result is intended to be qualified under Section 401(a) of the transactions contemplated herebyCode has received a favorable determination letter or is entitled to rely on a favorable opinion letter from the IRS, result inin either case, that has not been revoked, and to the Knowledge of Acquiror, no event or circumstance exists that has adversely affected or would reasonably be expected to adversely affect such qualification or exemption. Each trust established in connection with any Controlled Group Liability Acquiror Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Compression Group Entities Code is so exempt, and no fact or event has occurred that would reasonably be Acquiror’s Liability following expected to adversely affect the Closing Dateexempt status of any such trust. (kvii) No Acquiror Benefit Plan is subject to the laws of any jurisdiction outside of the United States or provides compensation or benefits to any employee or former employee of the Acquiror Entities or Acquiror GP (or any dependent thereof) who resides outside of the United States. (viii) With respect to the Acquiror Subject Employees, no Contributor Employee Acquiror Benefit Plan provides for an indemnification, “gross up” or similar payment in respect of any Taxes that may become payable under Section 409A or Section 4999 of the Code.

Employees; Employee Plans. Except as set forth on Schedule 4.8, (a) No Compression Group Entity As of the date of this Agreement, (i) none of the Subject Employees are (or Contributor Party currently has, or has within the past three years had, any employees. (bhave been) Schedule 3.12(b) contains a complete and accurate list of all Subject Employees as of the Execution Date. The Subject Employees represent the entirety of the individuals whose employment materially involves providing services principally related to the management or operation of the Compression Business. (c) Other than the individuals set forth on Schedule 3.12(c), there are no individuals engaged as independent contractors who provide material services to any Compression Group Entity. (d) None of the Subject Employees are employed pursuant to the terms of a any collective bargaining agreement agreements or other Contract with a labor union, and no Compression Group Entity (ii) none of the Hi-Crush Entities has currently (or within the past three years) agreed or been subject to an agreement to recognize any union or other collective bargaining representative with respect to any Subject Employee. No collective bargaining agreements are being negotiated by any of the Compression Group Entities or any Contributor Parties with respect to the Subject Employees, Employees and (iii) no union or other collective bargaining representative, to the Knowledge of the Contributor Parties, is attempting or within the past three years has attempted to organize or has been certified as the exclusive bargaining representative of any Subject Employee. There has been are no labor strikestrikes, work stoppagestoppages, slowdownslowdowns, walkoutwalkouts, lockout lockouts or similar labor activity involving any Subject Employee during the past three years, nor is any such labor strike, work stoppage, slowdown, walkout, lockout or similar labor activity involving any Subject Employee activities now occurring or, to the Knowledge of the Contributor Parties, threatenedthreatened involving any Subject Employees and no such labor strikes, work stoppages, slowdowns, walkouts or similar labor activities have occurred or, to the Knowledge of the Contributor Parties, been threatened involving any Subject Employees within the past 3 years. (eb) Except as would not not, individually or in the aggregate, reasonably be expected to result in material liability to have a Sponsor Material Adverse Effect, (i) each Hi-Crush Entity and the Compression Group Entities, with respect to the Subject Employees, each of the Compression Group Entities General Partner is and as at all times has been in compliance with all applicable labor and employment Laws, including, without limitation, Laws including all Laws, rules, regulations, orders, rulings, decrees, judgments and awards Laws relating to employment discrimination, non-retaliation, recordkeeping, employee leave, payment and withholding of wages, hours of work, overtime compensation, immigration, occupational health and safety, and wrongful discharge. As , employee classification and the provision of required employee benefits; (ii) no action, suit, complaint, charge, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority, brought by or on behalf of any employee, prospective or former employee or labor organization or other representative of the Closing Dateemployees or of any prospective or former employees of any of the Hi-Crush Entities is pending or, each Subject Employee and other individual whose employment has principally involved providing services to the Knowledge of the Contributor Parties, threatened against any of the Hi-Crush Entities (including with respect to the Compression Business will have been paid all wagesalleged sexual harassment, bonuses, unfair labor practices or discrimination); and other compensation owed for all services provided with respect to any Compression Group Entity. No Compression Group Entity is, or has within the past three years been, a federal or state government contractor or subcontractor. None (iii) none of the Compression Group Hi-Crush Entities nor any Contributor Party is subject to or otherwise bound by by, any consent decree, order, or agreement with with, any Governmental Authority relating to employees or former employees of any of the Subject EmployeesHi-Crush Entities. (fc) None of the Compression Group Hi-Crush Entities sponsorshas, maintains in the last year, effectuated a “plant closing” or contributes to“mass layoff” as those terms are defined in Worker Adjustment and Retraining Notification Act (the “WARN”), or has an obligation (secondary, contingent or otherwise) to contribute to or any Liability under, without complying with the notice requirements and has not sponsored, maintained or contributed to or had an obligation to contribute to, any Employee Benefit Plans. No event has occurred and no condition exists that could reasonably be expected to subject any other provisions of the Compression Group Entities to any Liability relating to a Contributor Employee Benefit PlanWARN. (gd) Schedule 3.12(g4.8(d) contains a list of each material Contributor Employee Benefit Plan. None of the Contributor Parties nor any Compression Group Entity has made any commitment to create any additional Contributor Employee Benefit Plan or modify or change any existing Contributor Employee Benefit Plan. With respect to each Contributor Employee Benefit Plan listed on Schedule 3.12(g4.8(d), true and complete copies of the Contributor Parties following have been made available to Acquiror true and complete copiesPartnership, where to the extent applicable, of : (i) the plan document (including any amendments), (ii) a written description of all material terms for any unwritten Contributor Employee Benefit Plan, (iii) the most recent summary plan description and any current summary of material modification, (iv) documentation of any related trust or funding arrangementagreement, (v) the most recent IRS determination letter (or opinion letter) and each currently pending application for a determination letter, if applicable), (vi) the most recently filed Form 5500s for the past three years5500, (vii) the most recently completed financial statements statement, actuarial report and actuarial reports for the past three yearsnon-discrimination testing results, if applicable, and (viii) all non-routine filings made with any Pension Benefit Guaranty Corporation Form 1Governmental Authorities. (he) Except as would not, individually or in the aggregate, reasonably be expected to have a Sponsor Material Adverse Effect, each Benefit Plan complies with all applicable Laws (including, where applicable, ERISA and the Code and the regulations promulgated thereunder) and the terms of the applicable Benefit Plan and, with respect to each Benefit Plan, no event has occurred and, to the Knowledge of the Contributor Parties, no condition exists, that has subjected or would reasonably be expected to subject the Hi-Crush Entities to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or any other applicable Law, either directly or by reason of any affiliation with any ERISA Affiliate. There has been no “prohibited transaction” (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary duty (as determined under ERISA) with respect to any Benefit Plan. (f) All material contributions required to be made under the terms of any of the Benefit Plans as of the date of this Agreement have been timely made or, if not yet due, have been properly accrued. With respect to each Benefit Plan, (i) no material actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the Knowledge of the Contributor Parties, threatened, (ii) to the Knowledge of the Contributor Parties, no facts or circumstances exist that could reasonably be expected to give rise to any such actions, suits or claims, and (iii) no administrative investigation, audit or other administrative proceeding by any Governmental Authorities are pending, or, to the Knowledge of the Contributor Parties, threatened. (g) No Contributor Employee Hi-Crush Entity nor any ERISA Affiliate has any liability (whether absolute or contingent) with respect to, and no Benefit Plan is subject to, Title IV of ERISA (A) including a “multiemployer plan” (as defined in Section 3(37) of ERISA)), (B) Section 302 of ERISA or Section 412 of the Code. No Benefit Plan is a “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), (C) or a “multiple employer welfare arrangement arrangement” (as defined in Section 3(40) of ERISA). (h) With respect to each Benefit Plan, no Proceedings or claims (Dother than routine claims for benefits in the ordinary course) a pension plan that is subject are pending or, to Title IV of ERISA, Part 3 of Title I of ERISA or Sections 412 or 430 the Knowledge of the CodeContributor Parties, and no Contributor Entity nor any ERISA Affiliate thereof has maintained, participated in, or had any Liability with respect to, any of threatened that would reasonably be expected to result in material liability to the foregoing within the last six yearsHi-Crush Entities. (i) Other than as required under Section 4980B of the Code or other applicable Law, no Benefit Plan provides benefits or coverage in the nature of post-retirement or post-termination health, life, welfare or disability insurance for current or future retired or former employees or service providers (or their spouses or dependents). (j) Neither the negotiation or execution of this Agreement or the other Transaction Documents to which a Contributor Party is a partyAgreement, nor the consummation of the transactions contemplated by this Agreement or the other Transaction Documents to which a Contributor Party is a partywould, either alone or in combination with another event event, (whether contingent A) result in any material payment (including severance, unemployment compensation, golden parachute, bonus, or otherwise) will trigger becoming due under any Benefit Plan, (B) materially increase any benefits under any Benefit Plan, or (C) result in the acceleration of the time of payment, funding or vesting of any material payments or other material benefits or give rise to any additional service credits under any Benefit Plan. (k) No amount or benefit that could be, or has been, received (whether in cash or property or the vesting of property or the cancellation of indebtedness) by any current or former employee, officer or director of any Hi-Crush Entity who is a payment resulting in an excise Tax for any Subject Employee under “disqualified individual” within the meaning of Section 4999 280G of the Code or could be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) as a nonresult of the consummation of the transactions contemplated by this Agreement. No Benefit Plan provides for the gross-deductible expense for up of any Compression Group Entity under Taxes imposed by Section 280G 4999 of the Code. (jl) There does not now exist, nor do circumstances exist Each Benefit Plan that could, including as is a result “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the transactions contemplated herebyCode and any award thereunder, result in, any Controlled Group Liability in each case that is nonqualified deferred compensation subject to Section 409A of the Compression Group Entities that would be Acquiror’s Liability following Code, has been operated and documented in all material respects in compliance with Section 409A of the Closing DateCode and all applicable regulations and notices issued thereunder. (km) With respect Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or is entitled to rely on a favorable opinion letter from the IRS, in either case, that has not been revoked, and to the Subject EmployeesKnowledge of the Contributor Parties, no Contributor Employee event or circumstance exists that has adversely affected or would reasonably be expected to adversely affect such qualified status. Each trust established in connection with any Benefit Plan provides for an indemnificationwhich is intended to be exempt from federal income taxation under Section 501(a) of the Code is so exempt, “gross up” and to the knowledge of such Contributor Party, no fact or similar payment in respect event has occurred that would reasonably be expected to adversely affect the exempt status of any Taxes that may become payable under Section 409A or Section 4999 of the Codesuch trust.

Employees; Employee Plans. (a) No Compression Group Entity or Contributor Party currently hasNeither NBLM, or CONE Gathering, the General Partner nor any of the Partnership Entities has within the past three years had, any employeesemployees on its payroll. (b) Schedule 3.12(b(i) contains a complete and accurate list of all Subject Employees Except as of the Execution Date. The Subject Employees represent the entirety of the individuals whose employment materially involves providing services principally related to the management or operation of the Compression Business. (c) Other than the individuals set forth on Schedule 3.12(c3.13(b), there none of the employees of Seller or any of its Affiliates who perform service with respect to NBLM, CONE Gathering, the General Partner or a Partnership Entity (the “Subject Employees”) are no individuals engaged as independent contractors who provide material services subject to any Compression Group Entity. (d) None of the Subject Employees are employed pursuant to the terms of a collective bargaining agreement agreements or other Contract with a any labor union, and no Compression Group Entity has agreed (ii) neither NBLM, CONE Gathering, the General Partner nor any of the Partnership Entities is obligated to recognize or bargain with any union or other collective bargaining representative except in connection with respect to any Subject Employee. No the collective bargaining agreements are being negotiated by any of the Compression Group Entities or any Contributor Parties with respect to the Subject Employeesset forth on Schedule 3.13(b), and (iii) since January 1, 2014, no union or other collective bargaining representative, to the Knowledge of the Contributor PartiesSeller, is attempting has attempted to organize or has been certified as the exclusive bargaining representative of any Subject Employee. There has been is no labor strike, work stoppage, slowdown, walkout, lockout or similar labor activity involving any Subject Employee during the past three years, nor is any such labor strike, work stoppage, slowdown, walkout, lockout or similar labor activity involving any Subject Employee now occurring pending or, to the Knowledge of Seller, threatened involving any Subject Employees, NBLM, CONE Gathering, the Contributor PartiesGeneral Partner, threatenedor any of the Partnership Entities. There is no pending or, to the Knowledge of Seller, threatened labor dispute, grievance or Legal Proceeding relating to the employment or termination of employment of any current or former employees or independent contractors of NBLM, CONE Gathering, the General Partner or any Partnership Entities that would, individually or in the aggregate, result in a material Liability to Buyer, NBLM, CONE Gathering, the General Partner or any Partnership Entity. (e) Except as would not reasonably be expected to result in material liability to the Compression Group Entities, with respect to the Subject Employees, each of the Compression Group Entities is and as at all times has been in compliance with all applicable labor and employment Laws, including, without limitation, all Laws, rules, regulations, orders, rulings, decrees, judgments and awards relating to employment discrimination, non-retaliation, recordkeeping, employee leave, payment of wages, hours of work, overtime compensation, immigration, occupational health and safety, and wrongful discharge. As of the Closing Date, each Subject Employee and other individual whose employment has principally involved providing services with respect to the Compression Business will have been paid all wages, bonuses, and other compensation owed for all services provided with respect to any Compression Group Entity. No Compression Group Entity is, or has within the past three years been, a federal or state government contractor or subcontractor. None of the Compression Group Entities nor any Contributor Party is subject to or otherwise bound by any consent decree, order, or agreement with any Governmental Authority relating to the Subject Employees. (f) None of the Compression Group Entities sponsors, maintains or contributes to, or has an obligation (secondary, contingent or otherwise) to contribute to or any Liability under, and has not sponsored, maintained or contributed to or had an obligation to contribute to, any Employee Benefit Plans. No event has occurred and no condition exists that could reasonably be expected to subject any of the Compression Group Entities to any Liability relating to a Contributor Employee Benefit Plan. (gc) Schedule 3.12(g3.13(c) contains a list of each material Contributor Employee Plan maintained, sponsored by, or contributed to (or required to be contributed to) by, NBLM, CONE Gathering, the General Partner, the Partnership Entities or any ERISA Affiliate or to which NBLM, CONE Gathering, the General Partner, the Partnership Entities or any ERISA Affiliate would reasonably be expected to have any Liability or potential Liability (each, a “Benefit Plan. None of the Contributor Parties nor any Compression Group Entity has made any commitment to create any additional Contributor Employee ”) and separately identifies each such Benefit Plan as either an Assumed Plan or modify or change any existing Contributor Employee Benefit a Retained Plan. With respect to each Contributor Employee Benefit Plan listed on Schedule 3.12(g)Assumed Plan, the Contributor Parties have Seller has delivered or made available to Acquiror Buyer, to the extent applicable and in the possession, custody or control of Seller, true and complete copies, where applicable, copies of (i) the plan document (including any amendments), (ii) a written description of all material terms for any unwritten Contributor Employee Benefit Plan, (iii) the most recent current summary plan description (and any current summary of material modificationmodification thereto), (iv) documentation of any related trust or funding arrangementagreement associated with such Assumed Plan, (v) the most recent IRS determination letter (or opinion letter, if applicable), the most recent Form 5500 and the most recent actuarial report. With respect to each Retained Plan, if any, under which any Subject Employees participate, Seller has made available to Buyer a summary plan description or a written summary of the material terms of such Retained Plan. (d) Except as could not reasonably be expected to result in a material Liability to NBLM, CONE Gathering, the General Partner, the Partnership Entities, each Benefit Plan complies with, and has been established, funded and operated in accordance with, all applicable Laws (including, where applicable, ERISA, the Code and all other applicable Laws) and the terms of the applicable Benefit Plan and, with respect to each currently pending application for Benefit Plan, no event has occurred and, to the Knowledge of Seller, no condition exists, that has subjected, or would reasonably be expected to subject, NBLM, CONE Gathering, the General Partner or the Partnership Entities to any material tax, fine, lien, penalty or other Liability imposed by ERISA, the Code or any other applicable Law, either directly or by reason of any affiliation with any ERISA Affiliate. There has been no “prohibited transaction” (within the meaning of Section 4975 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Assumed Plan. (e) Each Benefit Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter, (vi) Form 5500s or has pending or has time remaining in which to file an application for such determination from the past three yearsInternal Revenue Service, (vii) or may rely on an opinion letter issued by the financial statements and actuarial reports for Internal Revenue Service and, to the past three yearsKnowledge of Seller, and (viii) there is no reason why any Pension Benefit Guaranty Corporation Form 1such determination letter or opinion letter would be revoked or not reissued. (hf) No Contributor Employee None of NBLM, CONE Gathering, the General Partner, the Partnership Entities or any ERISA Affiliate has any Liability (whether absolute or contingent) with respect to, and no Benefit Plan is is, an Employee Plan subject to Title IV of ERISA (A) including a “multiemployer plan” (as defined in Section 3(37) of ERISA), Section 302 of ERISA or Section 412 of the Code. No Assumed Plan is a “multiple employer welfare arrangement” (Bas such term is defined in Section 3(40) of ERISA), or a “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code). (g) With respect to each Benefit Plan, no Legal Proceedings or claims (Cother than routine claims for benefits in the ordinary course) a multiple employer welfare arrangement are pending or, to the Knowledge of Seller, threatened that would reasonably be expected to result in material Liability to Buyer, NBLM, CONE Gathering, the General Partner or the Partnership Entities. (h) Other than as defined in required pursuant to Section 3(40) of ERISA), or (D) a pension plan that is subject to Title IV of ERISA, Part 3 of Title I of ERISA or Sections 412 or 430 4980B of the Code, no Assumed Plan provides benefits or coverage in the nature of post-retirement or post-termination health, life, welfare or disability insurance for current or future retired or former employees or service providers (or their spouses or dependents) and no Contributor Entity nor Subject Employees are entitled to such benefits under any ERISA Affiliate thereof has maintained, participated in, or had any Liability with respect to, any of the foregoing within the last six yearsRetained Plan. (i) Neither Except as set forth on Schedule 3.13(i), neither the negotiation or execution of this Agreement or the other Transaction Documents to which a Contributor Party is a partyAgreement, nor the consummation of the transactions contemplated by this Agreement or the other Transaction Documents to which a Contributor Party is a partywould, either alone or in combination with another event event, (whether contingent i) result in any payment (including severance, unemployment compensation, golden parachute, bonus, or otherwise) will trigger a payment resulting becoming due under any Benefit Plan, (ii) materially increase any benefits otherwise payable under any Assumed Plan, (iii) result in an excise Tax for any Subject Employee under Section 4999 the acceleration of the Code time of payment, funding or a non-deductible expense for vesting of any Compression Group Entity payments or give rise to any additional service credits under Section any Benefit Plan, or (iv) result in the imposition of sanctions imposed under Sections 280G and 4999 of the Code. (j) There does not now existThe representations and warranties set forth in this Section 3.13 are Seller’s sole and exclusive representations and warranties regarding employee and employee benefit matters except for those set forth in Sections 3.7, nor do circumstances exist that could3.10 3.11, including as a result of the transactions contemplated hereby, result in, any Controlled Group Liability of the Compression Group Entities that would be Acquiror’s Liability following the Closing Date3.12 and 3.20. (k) With respect to the Subject Employees, no Contributor Employee Benefit Plan provides for an indemnification, “gross up” or similar payment in respect of any Taxes that may become payable under Section 409A or Section 4999 of the Code.