SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HI-CRUSH PARTNERS LPLimited Partnership Agreement • February 5th, 2013 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HI-CRUSH PARTNERS LP, dated as of January 31, 2013, is entered into by Hi-Crush GP LLC, a Delaware limited liability company, as the General Partner.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 31st, 2019 • Hi-Crush Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Indemnification Agreement (“Agreement”) is made as of _____________, ______, by and between Hi-Crush Inc., a Delaware corporation (the “Company”), and _______________________ (“Indemnitee”).
CREDIT AGREEMENT dated as of October 9, 2020 Among HI-CRUSH INC. as Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent and an Issuing Lender, and ZIONS BANCORPORATION, N.A. DBA AMEGY BANK, as an Issuing Lender and THE LENDERS NAMED HEREIN,...Credit Agreement • October 9th, 2020 • Hi-Crush Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This CREDIT AGREEMENT dated as of October 9, 2020 (the “Agreement”) is among Hi-Crush Inc., a Delaware corporation (the “Borrower”), the Lenders (as defined below) and other parties from time to time party hereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (as defined below) for the Lenders and as an Issuing Lender (as defined below), and each other Issuing Lender (as defined below).
4,250,000 Common Units HI-CRUSH PARTNERS LP UNDERWRITING AGREEMENTUnderwriting Agreement • April 11th, 2014 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Hi-Crush Partners LP, a Delaware limited partnership (the “Partnership”), proposes to sell an aggregate of 4,250,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”). In addition, the Partnership proposes to grant to the Underwriters an option to purchase up to an aggregate of 637,500 additional Common Units on the terms set forth in Section 2 (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Partnership by the Underwriters.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 22, 2017 Among HI-CRUSH PARTNERS LP as Borrower, ZB, N.A. DBA AMEGY BANK, as Administrative Agent, Issuing Lender and Swing Line Lender, IBERIABANK, as Syndication Agent, and THE...Credit Agreement • December 27th, 2017 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 22, 2017 (the “Agreement”) is among Hi-Crush Partners LP, a Delaware limited partnership (the “Borrower”), the Lenders (as defined below), and ZB, N.A. DBA Amegy Bank, as Administrative Agent (as defined below) for the Lenders, as Issuing Lender (as defined below) and as Swing Line Lender (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 21st, 2012 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 20, 2012, by and between Hi-Crush Partners LP, a Delaware limited partnership (the “Partnership”), and Hi-Crush Proppants LLC, a Delaware limited liability company (“Sponsor”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2019 • Hi-Crush Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Hi-Crush Services LLC, a Delaware limited liability company (the “Company”), and Laura C. Fulton (“Employee”) effective as of September 19, 2019 (the “Effective Date”) and amends and replaces that certain Employment Agreement between Employee and Hi-Crush Proppants LLC dated April 30, 2012 (the “Prior Agreement”). Hi-Crush Inc., a Delaware corporation and parent of the Company (the “Parent”), enters into this Agreement for the limited purposes of acknowledging and agreeing to Sections 3(c), 7(f)(iii)(D), 7(f)(iii)(E) and 7(f)(iv).
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HI-CRUSH PARTNERS LPLimited Partnership Agreement • October 23rd, 2018 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HI-CRUSH PARTNERS LP, dated as of October 21, 2018, is entered into by Hi-Crush GP LLC, a Delaware limited liability company, as the General Partner.
EMPLOYMENT AGREEMENTEmployment Agreement • February 20th, 2019 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This Employment Agreement (the “Agreement”) is dated as of April 16, 2012, by and between Hi-Crush Proppants LLC, a Delaware limited liability company (the “Company”) and Mark Skolos (the “Employee”).
HI-CRUSH PARTNERS LP AND EACH OF THE GUARANTORS PARTY HERETO 9.500% SENIOR NOTES DUE 2026 INDENTURE Dated as of August 1, 2018 U.S. Bank National Association TrusteeIndenture • August 2nd, 2018 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • New York
INDENTURE dated as of August 1, 2018 among Hi-Crush Partners LP, a Delaware limited partnership, the Guarantors (as defined herein) and U.S. Bank National Association, as Trustee.
Hi-Crush, Inc. as Issuer, the Guarantors party hereto and Wilmington Savings Fund Society, FSB, as Trustee and Collateral Agent INDENTURE Dated as of October 9, 2020 8.0%/10.0% Senior Secured Convertible PIK Toggle Notes due 2026Indenture • October 9th, 2020 • Hi-Crush Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
INDENTURE dated as of October 9, 2020 among Hi-Crush, Inc., a Delaware corporation (the “Company”), the Guarantors party hereto and Wilmington Savings Fund Society, FSB, as trustee (in such capacity, the “Trustee”) and as Collateral Agent (in such capacity, the “Collateral Agent”). The Company has duly authorized the creation of an issue of 8.0%/10.0% Senior Secured Convertible PIK Toggle Notes due 2026 and, to provide therefor, the Company has duly authorized the execution and delivery of this Indenture. All things necessary to make the Notes, when duly issued and executed by the Company and authenticated and delivered hereunder, the valid and binding obligations of the Company and to make this Indenture a valid and binding agreement of the Company have been done.
EXECUTIVE RETENTION AGREEMENTExecutive Retention Agreement • July 13th, 2020 • Hi-Crush Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This Executive Retention Agreement (“Agreement”) is entered into as of July 7, 2020 by and between Michael Alan Oehlert (the “Executive”) and Hi-Crush Services LLC, a Delaware limited liability company, and its affiliated companies, corporations, partnerships, business associations, parents, and subsidiaries (collectively, “Hi-Crush” or the “Company”).
20,500,000 Common Units HI-CRUSH PARTNERS LP UNDERWRITING AGREEMENTUnderwriting Agreement • March 1st, 2017 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • New York
EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2012 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of May 25, 2011 (the “Effective Date”) by and between Hi-Crush Proppants, LLC, a Delaware limited liability company (the “Company”), and Jay Alston (“Executive”).
HI-CRUSH PARTNERS LP FIRST AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN PHANTOM UNIT AWARD AGREEMENT (TIME BASED VESTING)Phantom Unit Award Agreement • October 30th, 2018 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Phantom Unit Award Agreement (this “Agreement”) is made and entered into by and between Hi-Crush GP LLC, a Delaware limited liability company (the “General Partner”), and [[FIRSTNAME]] [[LASTNAME]] (“Participant”). This Agreement is effective as of [[GRANTDATE]] (the “Grant Date”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Hi-Crush Partners LP First Amended and Restated Long-Term Incentive Plan (as amended from time to time, the “Plan”), unless the context requires otherwise.
SUPPLY AGREEMENTSupply Agreement • August 9th, 2012 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This SUPPLY AGREEMENT (this “Agreement”) is effective as of May 1, 2012, between Baker Hughes Oilfield Operations, Inc. a California corporation with its principal place of business at 2929 Allen Parkway, Houston, Texas 77019, and its Affiliates (as defined below) (“Baker”), and Hi-Crush Operating LLC, a Delaware limited liability company with its principal place of business at Three Riverway, Suite 1550, Houston, Texas 77056 (“Supplier”).
OMNIBUS AGREEMENTOmnibus Agreement • August 21st, 2012 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels)
THIS OMNIBUS AGREEMENT (this “Agreement”), as it may be amended, modified or supplemented from time to time in accordance with the terms hereof, is entered into effective as of August 20, 2012 (the “Effective Date”), and is by and among Hi-CRUSH PARTNERS LP, a Delaware limited partnership (the “Partnership”), HI-CRUSH GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and HI-CRUSH PROPPANTS LLC, a Delaware limited liability company (“Proppants”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
CONTRIBUTION AGREEMENT by and between HI-CRUSH PROPPANTS LLC and HI-CRUSH PARTNERS LP dated as of August 9, 2016Contribution Agreement • October 31st, 2016 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
THIS CONTRIBUTION AGREEMENT, dated as of August 9, 2016 (this “Agreement”), is entered into by and between Hi-Crush Proppants LLC, a limited liability company organized under the Laws of the State of Delaware (“Proppants”) and Hi-Crush Partners LP, a limited partnership organized under the Laws of the State of Delaware (the “Partnership”).
ContractSupply Agreement • October 28th, 2016 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).
FIRST AMENDMENT TO OMNIBUS AGREEMENTOmnibus Agreement • February 5th, 2013 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels)
This First Amendment to Omnibus Agreement (this “Amendment”) is made and entered into as of January 31, 2013 by and among Hi-Crush Partners LP, a Delaware limited partnership (the “Partnership”), Hi-Crush GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”) and Hi-Crush Proppants LLC, a Delaware limited liability company (“Proppants”).
PURCHASE AGREEMENTPurchase Agreement • August 5th, 2014 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 18, 2014, by and between Halliburton Energy Services, Inc., a Delaware corporation with a principal place of business at 10200 Bellaire Boulevard Houston, Texas, 77072 (“Halliburton”), and Hi-Crush Operating LLC, a Delaware limited liability company with its principal place of business at Three Riverway, Suite 1550, Houston, TX 77056 (“Supplier”).
11,250,000 Common Units HI-CRUSH PARTNERS LP UNDERWRITING AGREEMENTUnderwriting Agreement • August 21st, 2012 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • New York
MEMBERSHIP INTEREST PURCHASE AGREEMENT By and Among Hi-Crush Partners LP, As Buyer, And The Members of D & I Silica, LLC., And Their Respective Owners As Sellers Dated as of May 13, 2013Membership Interest Purchase Agreement • May 16th, 2013 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of this 13th day of May, 2013, is entered into by and between (i) Hi-Crush Partners LP, a Delaware limited partnership (the “Buyer”), (ii) the members (each a “Member” and collectively, the “Members”) of D & I Silica, LLC., a Pennsylvania limited liability company (the “Company”) and (iii) each of the individual owners of the Members (each an “Owner” and collectively, the “Owners”). Each of the Members and Owners may be referred to herein as a “Seller” and collectively, the “Sellers,” and each are identified on the signature pages hereto.
FIRST AMENDMENT TO AGREEMENTSupply Agreement • July 9th, 2012 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels)
This FIRST AMENDMENT TO SUPPLY AGREEMENT (this “First Amendment”) is effective as of November 23, 2011(“Effective Date”) between Halliburton Energy Services, Inc., a Delaware corporation with its principal place of business at 10200 Bellaire Boulevard Houston, Texas, and its affiliates (“Halliburton”), and Hi-Crush Operating LLC, a Delaware limited liability company with its principal place of business at Three Riverway, Suite 1550, Houston, TX 77056 (“Supplier”).
AMENDED AND RESTATED SUPPLY AGREEMENTSupply Agreement • April 11th, 2014 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This AMENDED AND RESTATED SUPPLY AGREEMENT (this “Agreement”) is effective as of January 1, 2014, between Baker Hughes Oilfield Operations, Inc., a California corporation with its principal place of business at 2929 Allen Parkway, Houston, Texas 77019, and its Affiliates (as defined below) (“Baker”), and Hi-Crush Operating LLC, a Delaware limited liability company with its principal place of business at Three Riverway, Suite 1550, Houston, Texas 77056 (“Supplier”).
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT HI-CRUSH PARTNERS LP Dated as of August 15, 2012Contribution, Assignment and Assumption Agreement • August 21st, 2012 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of August 15, 2012 is made by and among Hi-Crush Proppants LLC, a Delaware limited liability company (“Proppants”), Hi-Crush Partners LP, a Delaware limited partnership (the “Partnership”), and Hi-Crush GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
FORM OF CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT HI-CRUSH PARTNERS LP Dated as of [ ], 2012Contribution, Assignment and Assumption Agreement • July 25th, 2012 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of [ ], 2012 is made by and among Hi-Crush Proppants LLC, a Delaware limited liability company (“Proppants”), Hi-Crush Partners LP, a Delaware limited partnership (the “Partnership”), and Hi-Crush GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
HI-CRUSH PARTNERS LP SECOND 2017 UNIT PURCHASE PROGRAM ENROLLMENT AGREEMENTEnrollment Agreement • September 18th, 2017 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels)
The Hi-Crush Partners LP Second 2017 Unit Purchase Program (the “UPP”) is a voluntary program that provides Eligible Participants the opportunity to purchase common units representing limited partner interests (“Units”) in Hi-Crush Partners LP (“HCLP”) at a discount. You can use this Enrollment Agreement to (a) enroll in the UPP, (b) decrease your level of payroll deductions or installment contributions, as applicable, (c) withdraw a portion or all of your accumulated contributions then credited to your UPP Account, or (d) fully withdraw from participation in the UPP. HCLP has no binding obligations under this Enrollment Agreement until it is executed by HCLP. By enrolling in the UPP, you acknowledge receipt of this Enrollment Agreement, the attached Terms and Conditions (the “Terms and Conditions”), and HCLP’s First Amended and Restated Long Term Incentive Plan and the related Prospectus (the “LTIP” and, together with this Enrollment Agreement and the Terms and Conditions, collectivel
SUPPLY AGREEMENTSupply Agreement • August 9th, 2012 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This SUPPLY AGREEMENT (this “Agreement”) is effective as of January 11, 2011, between Weatherford Artificial Lift Systems, Inc., a Delaware corporation, and its affiliates (“Weatherford”), and Hi-Crush Operating LLC, a Delaware limited liability company (“Supplier”). Hi-Crush Chambers LLC, a Delaware limited liability company (“Grantor”), is entering into this Agreement solely for purposes Section 8.1 and Section 8.7 hereof.
SUPPLY AGREEMENTSupply Agreement • August 9th, 2012 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This SUPPLY AGREEMENT (this “Agreement”) is effective as of May 24, 2011, between Halliburton Energy Services, Inc., a Delaware corporation with its principal place of business at 10200 Bellaire Boulevard Houston, Texas, and its affiliates (“Halliburton”), and Hi-Crush Operating LLC, a Delaware limited liability company with its principal place of business at Three Riverway, Suite 1550, Houston, TX 77056 (“Supplier”).
CONTRIBUTION AGREEMENT by and among HI-CRUSH PROPPANTS LLC, HI-CRUSH AUGUSTA ACQUISITION CO. LLC and HI-CRUSH PARTNERS LP dated as of April 8, 2014Contribution Agreement • April 29th, 2014 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
THIS CONTRIBUTION AGREEMENT, dated as of April 8, 2014 (this “Agreement”), is entered into by and among Hi-Crush Proppants LLC, a limited liability company organized under the Laws of the State of Delaware (“Proppants”), Hi-Crush Augusta Acquisition Co. LLC, a limited liability company organized under the Laws of the State of Delaware (“Acquisition Co.”), and Hi-Crush Partners LP, a limited partnership organized under the Laws of the State of Delaware (the “Partnership”).
SUPPLY AGREEMENTSupply Agreement • August 9th, 2012 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This SUPPLY AGREEMENT (this “Agreement”) is effective as of May 1, 2012, between FTS International Services, LLC, a limited liability company organized and existing under the laws of the State of Texas and having a principal place of business at 777 Main Street, Suite 3000, Fort Worth, Texas, 76102 (“FTSI”), Texas, and its Affiliates (as defined below), and Hi-Crush Operating LLC, a Delaware limited liability company with its principal place of business at Three Riverway, Suite 1550, Houston, Texas 77056 (“Supplier”).
FORM OF HI-CRUSH PARTNERS LP LONG-TERM INCENTIVE PLAN PHANTOM UNIT AWARD AGREEMENT (TIME BASED VESTING)Phantom Unit Award Agreement • August 5th, 2014 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Phantom Unit Award Agreement (this “Agreement”) is made and entered into by and between Hi-Crush GP LLC, a Delaware limited liability company (the “General Partner”), and [__________] (the “Participant”). This Agreement is effective as of [__________] (the “Grant Date”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Hi-Crush Partners LP Long Term Incentive Plan (the “Plan”), unless the context requires otherwise.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • July 25th, 2012 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of May 25, 2011 (the “Effective Date”), by and between Red Oak Capital Management LLC, a Delaware limited liability company (the “Service Provider”), and Hi-Crush Proppants LLC, a Delaware limited liability company (together with its subsidiaries, the “Company”). Service Provider and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Published Deal CUSIP Number: 42833UAB4 CREDIT AGREEMENT dated as of April 28, 2014 amongHI-CRUSH PARTNERS LPas Borrower,MORGAN STANLEY SENIOR FUNDING, INC.as Administrative Agent and Collateral Agent,BARCLAYS BANK PLCas Syndication Agent,andTHE...Credit Agreement • August 5th, 2014 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This CREDIT AGREEMENT dated as of April 28, 2014 (the “Agreement”) is among Hi-Crush Partners LP, a Delaware limited partnership (the “Borrower”), the Lenders (as defined below) and Morgan Stanley Senior Funding, Inc., as Administrative Agent (as defined below) for the Lenders and as Collateral Agent (as defined below) for the Lenders.
