AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of EMERGE ENERGY SERVICES GP LLC A Delaware Limited Liability Company Dated as of May 14, 2013Limited Liability Company Agreement • May 20th, 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 14th day of May, 2013 by Emerge Energy Services Holdings LLC, a Delaware limited liability company (“Emerge Holdings”), the sole member of the Company.
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of EMERGE ENERGY SERVICES LP A Delaware limited partnership Dated as of May 14, 2013Emerge Energy Services LP • May 20th, 2013 • Oil & gas field services, nec • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EMERGE ENERGY SERVICES LP, dated as of May 14, 2013, is entered into by and among Emerge Energy Services GP LLC, a Delaware limited liability company, as the General Partner, and Superior Silica Resources LLC, a Texas limited liability company, as a Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 20th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 14, 2013, by and between Emerge Energy Services LP, a Delaware limited partnership (the “Partnership”), AEC Resources LLC, a Delaware limited liability company (“AEC”), Ted W. Beneski, an individual (“Beneski”), Superior Silica Resources LLC, a Delaware limited liability company (“SSR” and, together with AEC and Beneski, the “Insight Holders”), Kayne Anderson Energy Development Company, a Maryland corporation (“KED”), and LBC Sub V, LLC, a Delaware limited liability company (“LBC”).
Administrative Services AgreementAdministrative Services Agreement • May 20th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • Delaware
This ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is made and entered into as of May 14, 2013 (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.”
REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS AGENT) PNC CAPITAL MARKETS LLC (AS LEAD ARRANGER AND LEAD BOOKRUNNER) THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO (AS LENDERS) WITH EMERGE ENERGY SERVICES LP (AS...Security Agreement • May 20th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • New York
Revolving Credit and Security Agreement dated as of May 14, 2013 among EMERGE ENERGY SERVICES LP, a Delaware limited partnership (“Parent Guarantor”), EMERGE ENERGY SERVICES OPERATING LLC, a Delaware limited liability company (“Emerge”), SUPERIOR SILICA SANDS LLC, a Texas limited liability company (“SSS”), DIRECT FUELS LLC, a Delaware limited liability company formerly known as Insight Equity Acquisition Partners, LP (“Direct Fuels”), ALLIED ENERGY COMPANY LLC, an Alabama limited liability company (“AEC”), ALLIED RENEWABLE ENERGY, LLC, a Delaware limited liability company (“ARE”), EMERGE ENERGY DISTRIBUTORS, LLC, a Delaware limited liability company (“EED” and together with Emerge, SSS, Direct Fuels, AEC, ARE and each Person joined hereto as a borrower from time to time, collectively, the “Borrowers”, and each individually a “Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”), and
EMERGE ENERGY SERVICES LP PHANTOM UNIT AGREEMENTPerformance-Vesting Agreement • May 20th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • Delaware
Pursuant to this Phantom Unit Agreement, dated as of [ ] (the “Agreement”), Emerge Energy Services GP, LLC (the “Company”), as the general partner of Emerge Energy Services LP (the “Partnership”), hereby grants to [ ] (the “Participant”) the following award of Phantom Units (“Phantom Units”), pursuant and subject to the terms and conditions of this Agreement and the Emerge Energy Services LP 2013 Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each Phantom Unit shall constitute a Phantom Unit under the terms of the Plan and is hereby granted in tandem with a corresponding DER, as further detailed in Section 3 below. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among EMERGE ENERGY SERVICES LP EMERGE ENERGY SERVICES GP LLC EMERGE ENERGY SERVICES HOLDINGS LLC AEC HOLDINGS LLC DIRECT FUELS PARTNERS, L.P. SUPERIOR SILICA HOLDINGS LLC SUPERIOR SILICA...Contribution, Conveyance and Assumption Agreement • May 20th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec
This Contribution, Conveyance and Assumption Agreement, dated as of May 14, 2013 (this “Agreement”), is by and among Emerge Energy Services LP, a Delaware limited partnership (the “Partnership”), Emerge Energy Services GP LLC, a Delaware limited liability company (the “General Partner”), Emerge Energy Services Holdings LLC, a Delaware limited liability company (“Holdings”), AEC Holdings LLC, a Delaware limited liability company (“AEC”), Direct Fuels Partners, L.P., a Delaware limited partnership (“DF”), Superior Silica Holdings LLC, a Texas limited liability company (“SSH,” and, together with AEC and DF, the “Ownership Group”), Superior Silica Resources LLC, a Texas limited liability company (“SSR”), Emerge Energy Services Operating LLC, a Delaware limited liability company (“OLLC”), the Insight Equity Group (hereinafter defined), and Ted W. Beneski (“Beneski”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Cap
EMERGE ENERGY SERVICES, LP PHANTOM UNIT AGREEMENTTime-Vesting Agreement • May 20th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • Delaware
Pursuant to this Phantom Unit Agreement, dated as of [ ] (the “Agreement”), Emerge Energy Services GP, LLC (the “Company”), as the general partner of Emerge Energy Services LP (the “Partnership”), hereby grants to [ ] (the “Participant”) the following award of Phantom Units (“Phantom Units”), pursuant and subject to the terms and conditions of this Agreement and the Emerge Energy Services LP 2013 Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each Phantom Unit shall constitute a Phantom Unit under the terms of the Plan and is hereby granted in tandem with a corresponding DER, as further detailed in Section 3 below. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.
