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”).
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HI-CRUSH PARTNERS LPAgreement • 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.
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 LPHi-Crush Partners LP • October 23rd, 2018 • 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.
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.
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 • 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”).
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.
SENIOR SECURED DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT dated as of July 14, 2020 Among HI-CRUSH INC. as Borrower, CANTOR FITZGERALD SECURITIES, as Administrative Agent, and THE LENDERS NAMED HEREIN, as LendersCredit Agreement • July 17th, 2020 • Hi-Crush Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This SENIOR SECURED DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT dated as of July 14, 2020 (the “Agreement”) is among Hi-Crush Inc., a Delaware corporation (the “Borrower”), which is a debtor and debtor-in-possession in a Chapter 11 Case (as defined below), the Lenders (as defined below) and other parties from time to time party hereto, and Cantor Fitzgerald Securities, as Administrative Agent (as defined below) for the Lenders (as defined below).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • July 9th, 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 [•], 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”).
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 (***).
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
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”).
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”).
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”).
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”).
SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of July 14, 2020 Among HI-CRUSH INC. as Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent and an Issuing Lender, ZIONS BANCORPORATION, N.A. DBA AMEGY BANK, as an Issuing Lender...Possession Credit Agreement • July 17th, 2020 • Hi-Crush Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of July 14, 2020 (the “Agreement”) is among Hi-Crush Inc., a Delaware corporation (the “Borrower”), which is a debtor and debtor-in-possession in a Chapter 11 Case (as defined below), 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).
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.
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.
CONTRIBUTION AGREEMENT by and among HI-CRUSH PROPPANTS LLC, HI-CRUSH AUGUSTA ACQUISITION CO. LLC and HI-CRUSH PARTNERS LP dated as of February 23, 2017Contribution Agreement • May 1st, 2017 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
THIS CONTRIBUTION AGREEMENT, dated as of February 23, 2017 (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”).
CONTRIBUTION AGREEMENT by and among HI-CRUSH PROPPANTS LLC, HI-CRUSH PARTNERS LP and HI-CRUSH AUGUSTA LLC dated as of January 31, 2013Contribution Agreement • February 5th, 2013 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
THIS CONTRIBUTION AGREEMENT, dated as of January 31, 2013 (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”), Hi-Crush Partners LP, a limited partnership organized under the Laws of the State of Delaware (the “Partnership”), and Hi-Crush Augusta LLC, a limited liability company organized under the Laws of the State of Delaware (“Augusta”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • May 1st, 2017 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of this 23rd day of February, 2017, is entered into by and between (i) Hi-Crush Partners LP, a Delaware limited partnership (“Buyer”), (ii) Permian Basin Sand Company, LLC, a Delaware limited liability company (the “Company”), (iii) Permian Basin Sand Holdings, LLC, a Delaware limited liability company (“PBS Holdings”), (iv) PRE Wildcat Holdings, LLC, a Delaware limited liability company (“PRE Wildcat Holdings” and together with the Company and PBS Holdings, collectively, the “Acquired Entities”), (v) each of the Persons listed as a “Seller” on Exhibit A to this Agreement (each, a “Seller” and collectively, the “Sellers”), and (vi) Platte River Equity III, L.P., a Delaware limited partnership, in its capacity as the representative of the Sellers (in such capacity, the “Sellers’ Representative”). Capitalized terms not otherwise defined in this Agreement have the meanings given to such terms in Article I.
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”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 13th, 2020 • Hi-Crush Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Amendment to Employment Agreement (the “Amendment”) is entered into as of July 7, 2020, by and between James Philip McCormick (“Employee”) and Hi-Crush Services LLC, a Delaware limited liability company (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement (as defined below).
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”).
July 13, 2012Letter Agreement • July 25th, 2012 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels)
This Letter Agreement is delivered to you in order to memorialize an understanding between you and the Company, and an amendment to the Agreement, whereby you agree that upon: (i) the closing of an underwritten initial public offering of equity in Hi-Crush Partners LP, pursuant to a registration statement that has been filed on Form S-1 or any successor form thereto or similar long-form registration (the “IPO Closing”); and (ii) your entry into a written agreement with the Company regarding new terms of equity/performance compensation for services provided after the IPO Closing, then your Base Salary as set forth in Section 4.1 of the Agreement shall be reduced to an annualized amount of $1.
