FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of EMERGE ENERGY SERVICES GP LLC A Delaware Limited Liability Company Dated as of , 2013Limited Liability Company Agreement • April 24th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Emerge Energy Services GP LLC (the “Company”), a limited liability company formed under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended (the “Act”), is made and entered into as of this day of , 2013 by Emerge Energy Services Holdings LLC, a Delaware limited liability company (“Emerge Holdings”), the sole member of the Company.
EMERGE ENERGY SERVICES LP [ ] Common Units Representing Limited Partner Interests FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • April 24th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • New York
Emerge Energy Services LP, a limited partnership organized under the laws of Delaware (the “Partnership”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ ] common units (the “Firm Units”), each representing a limited partner interest in the Partnership (the “Common Units”). The Partnership also proposes to grant to the Underwriters an option to purchase up to [ ] additional Common Units to cover over-allotments, if any (the “Option Units”; the Option Units, together with the Firm Units, being hereinafter called the “Units”). Certain terms used herein are defined in Section 20 hereof.
LIMITED PARTNERSHIP AGREEMENT OF EMERGENT ENERGY SERVICES LPLimited Partnership Agreement • April 24th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • Delaware
This LIMITED PARTNERSHIP AGREEMENT (this “Agreement”), dated April 26, 2012, of EMERGENT ENERGY SERVICES LP (the “Partnership”) is entered into by and among Emergent Energy Services GP LLC, a Delaware limited liability company, as general partner of the Partnership (the “General Partner”), and Superior Silica Resources LLC, a Texas limited liability company, as limited partner of the Partnership (the “Limited Partner”).
AMENDMENT TO SAND SUPPLY AGREEMENTSand Supply Agreement • April 24th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec
This amendment (the “Amendment”), dated November 15, 2012 (the “Amendment Effective Date”), is by and between Superior Silica Sands LLC, a Texas limited liability company (the “Supplier”) and Schlumberger Technology Corporation, a Texas corporation (the “Customer”). Customer and Supplier are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
SAND SUPPLY AGREEMENTSand Supply Agreement • April 24th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • Texas
This Sand Supply Agreement (this “Agreement”), is entered into effective May 31, 2011 (the “Effective Date”), by and between Superior Silica Sands LLC, a Texas limited liability company (“Supplier”), and Schlumberger Technology Corporation, a Texas corporation (“Customer”). Customer and Supplier may also be referred to hereafter as a “Party” or collectively as the “Parties”.
DRY SAND TOLLING AGREEMENT between Superior Silica Sands LLC and Midwest Frac and Sands LLC Dated July 17, 2012Dry Sand Tolling Agreement • April 24th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • Wisconsin
NOW, THEREFORE, for and in consideration of the promises and mutual covenants contained herein, and intending to be legally bound, the Parties hereby agree as follows:
WET SAND SUPPLY AGREEMENT between Superior Silica Sands LLC and Midwest Frac and Sands LLC Dated July 17, 2012Wet Sand Supply Agreement • April 24th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • Wisconsin
NOW, THEREFORE, for and in consideration of the promises and mutual covenants contained herein, and intending to be legally bound, the Parties hereby agree as follows:
ContractBinding Memorandum of Understanding • April 24th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • Wisconsin
THIS BINDING MEMORANDUM OF UNDERSTANDING (“MOU” or “Contract”) is made as of May 9th, 2012 (the “Effective Date”) between Canadian National Railway Company, on its own behalf and on behalf of its indirect, wholly-owned U.S. operating railroad subsidiaries (hereinafter referred to collectively as “CN”), and Superior Silica Sands LLC, a Texas limited liability company (“Superior Silica”), and is intended to record the points of agreement between the parties following discussions relating to the shipment of sand out of Superior Silica’s proposed facilities near Barron, Wisconsin and the rehabilitation of a yet to be identified approximately 40 mile section of CN-owned track directly west of Ladysmith, Wisconsin to west of Barron, Wisconsin, necessary to serve the Superior Silica facilities (the “Barron Sub”).
WET SAND SERVICES AGREEMENTWet Sand Services Agreement • April 24th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • Wisconsin
THIS WET SAND SERVICES AGREEMENT (the “Agreement”) is made as of the 7th day of April, 2011 (the “Effective Date”) by and between Fred Weber, Inc., a Delaware corporation, with its principal office at 2320 Creve Coeur Mill Road, Maryland Heights, MO 63043 (“Contractor”) and Superior Silica Sands LLC, a Texas limited liability company with its principal office located at 3014 Limestone County Road 704, Kosse, Texas 76653 (“SSS”). Each of SSS and the Contractor is hereinafter referred to as a “Party” and collectively, as the “Parties.”
SAND SUPPLY AGREEMENTSand Supply Agreement • April 24th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • Texas
This Sand Supply Agreement (this “Agreement”), is entered into effective March 31, 2011 (the “Effective Date”), by and between Superior Silica Sands LLC, a Texas limited liability company (“Supplier”), and BJ Services Company, U.S.A., a Delaware corporation (“Customer”). Customer and Supplier may also be referred to hereafter as a “Party” or collectively as the “Parties”.
Form of Administrative Services AgreementForm of Administrative Services Agreement • April 24th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • Delaware
This ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is made and entered into as of , 20 (the “Effective Date”), by and among Insight Equity Management Company LLC, a Delaware limited liability company (“Service Provider”), Emerge Energy Services LP, a Delaware limited partnership (together with its subsidiaries, the “Partnership”), and Emerge Energy Services GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner,” and together with the Partnership, the “Company”). Service Provider, the Partnership and the General Partner are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
