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).
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.
STOCKHOLDERS AGREEMENT by and among HI-CRUSH INC. and the STOCKHOLDERS that are parties hereto Dated as of October 9, 2020Stockholders Agreement • October 9th, 2020 • Hi-Crush Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Stockholders Agreement (as amended, supplemented or modified from time to time, this “Agreement”) is made as of October 9, 2020 (the “Agreement Date”), by and among Hi-Crush Inc., a Delaware corporation (the “Company” and, together with its direct and indirect wholly-owned domestic subsidiaries, the “Company Group”), the consenting noteholders listed on Schedule I hereto (“Consenting Noteholders”), the holders of the New Secured Convertible Notes (as defined herein) (the “New Secured Convertible Noteholders”) and all of the other stockholders of the Company from time to time on and as of or after the Agreement Date, in each case, who become, or are deemed to become, a party hereto pursuant to the terms hereof.
INTERCREDITOR AGREEMENTIntercreditor Agreement • October 9th, 2020 • Hi-Crush Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Intercreditor Agreement (this “Agreement”), dated as of October 9, 2020, is by and among JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent (in such capacities, with its successors and assigns in such capacities, and as more specifically defined below, the “ABL Representative”) for the ABL Secured Parties (as defined below), Wilmington Savings Fund Society, FSB (“WSFS”), not in its individual capacity but solely as collateral agent (in such capacity , with its successors and assigns in such capacity, and as more specifically defined below, the “Exit Convertible Notes Representative”) for the Exit Convertible Notes Secured Parties (as defined below, but only with respect to the Exit Convertible Notes Obligations under, in connection with, or evidenced by the Exit Convertible Notes Indenture in existence on the date hereof and any Exit Convertible Notes Security Documents related thereto) and each of the Credit Parties (as defined below) party hereto.
