0001193125-12-347421 Sample Contracts

FORM OF CREDIT AGREEMENT dated as of August , 2012 Among HI-CRUSH PARTNERS LP as Borrower, AMEGY BANK NATIONAL ASSOCIATION as Administrative Agent, Issuing Lender and Swing Line Lender, and THE LENDERS NAMED HEREIN as Lenders AMEGY BANK NATIONAL...
Credit Agreement • August 9th, 2012 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Texas

This CREDIT AGREEMENT dated as of August __, 2012 (the “Agreement”) is among Hi-Crush Partners LP, a Delaware limited partnership (the “Borrower”), the Lenders (as defined below) and Amegy Bank National Association, as Administrative Agent (as defined below) for the Lenders, as Issuing Lender (as defined below) and as Swing Line Lender (as defined below).

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SUPPLY AGREEMENT
Supply 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 AGREEMENT
Supply 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 AGREEMENT
Supply 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”).

SUPPLY AGREEMENT
Supply 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”).

FIRST AMENDMENT TO AGREEMENT
Supply Agreement • August 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”).

FIRST AMENDMENT TO SUPPLY AGREEMENT
Supply Agreement • August 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 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 (“Baker”), 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”).

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