THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VISTA PROPPANTS AND LOGISTICS, LLC Dated as of [●], 2018Limited Liability Company Agreement • January 12th, 2018 • Vista Proppants & Logistics Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Vista Proppants and Logistics, LLC (the “Company”), is made as of [●], 2018 (the “Effective Date”) by and among Vista Proppants and Logistics Inc., a Delaware corporation, as the Managing Member, and the Members whose names are set forth in the books and records of the Company.
SECURITY AGREEMENTSecurity Agreement • January 12th, 2018 • Vista Proppants & Logistics Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This Security Agreement is entered into effective June 15, 2014, by MAALT, L.P., a Texas limited partnership (“Grantor”), for the benefit of PLAINSCAPITAL BANK (“Lender”). For valuable consideration, Borrower grants to Lender a security interest in the Collateral to secure the Obligations (as defined below) and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights which Lender may have by law.
LEASE AGREEMENTLease Agreement • January 12th, 2018 • Vista Proppants & Logistics Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
THIS LEASE AGREEMENT (this “Lease”), is entered into as of July 1, 2017, by and between GHMR Operations, LLC (“Landlord”) and Maalt, L.P. (“Tenant”).
SECOND RESTATED LIMITED GUARANTYLimited Guaranty • January 12th, 2018 • Vista Proppants & Logistics Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This Second Restated Limited Guaranty (this “Guaranty”) is entered into effective February 9, 2016, by MARTIN W. ROBERTSON (“Guarantor”), for the benefit of PLAINSCAPITAL BANK (“Lender”). For valuable consideration, Guarantor absolutely and unconditionally guarantees and promises to pay to Lender or its order, in legal tender of the United States of America, the Obligations (as defined below) of MAALT, L.P., a Texas limited partnership, and GHMR OPERATIONS, L.L.C., a Texas limited liability company (collectively “Borrowers”), to Lender, subject to the limitation set forth in paragraph 2 below, and on the terms and conditions set forth in this Guaranty. Under this Guaranty, the obligations of Guarantor are continuing. This Guaranty amends and restates the restated limited guaranty dated February 11, 2015, executed by Guarantor in favor of Lender.
LEASE AGREEMENTLease Agreement • January 12th, 2018 • Vista Proppants & Logistics Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
THIS LEASE AGREEMENT (this “Lease Agreement”), dated this 1st day of December 2014, is made and entered into by and between the following parties:
AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • January 12th, 2018 • Vista Proppants & Logistics Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS AMENDED AND RESTATED PLEDGE AGREEMENT (as it may be amended, restated, amended and restated, supplemented or modified from time to time, this “Pledge Agreement”) is entered into as of November 9, 2017, by and among each of the undersigned identified on the signature pages hereto as Grantors (together with any other entity that may become a party hereto as provided herein, each a “Grantor”, and collectively, the “Grantors”), and ARES CAPITAL CORPORATION, in its capacity as administrative agent (the “Administrative Agent”) for the Lenders and the other Secured Parties.
Re: Loan AgreementVista Proppants & Logistics Inc. • January 12th, 2018 • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This letter sets forth the Loan Agreement (this “Loan Agreement”) among MAALT, L.P., a Texas limited partnership, and GHMR OPERATIONS, L.L.C., a Texas limited liability company (collectively “Borrowers”); DENETZ LOGISTICS, L.L.C., a Texas limited liability company, GARY B. HUMPHREYS, MARTIN W. ROBERTSON, and the Trust Guarantors (as defined below) (collectively “Guarantors”); and PLAINSCAPITAL BANK (“Lender”), with respect to loans from Lender to Borrowers and obligations of Borrowers and Guarantors to Lender.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • January 12th, 2018 • Vista Proppants & Logistics Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This Management Services Agreement (this “Agreement”), dated as of May 1, 2017 (the “Effective Date”), is by and among M&J Partnership, Ltd., a Texas limited partnership (“Manager”), Oilfield Sands Holding, LLC, a Delaware limited liability company (the “Company”) and Martin W. Robertson (the “Designated Representative”). Manager, the Designated Representative and the Company are sometimes each referred to herein as a “Party” and collectively, as the “Parties”.
Re: First Amendment to Loan AgreementLoan Agreement • January 12th, 2018 • Vista Proppants & Logistics Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This letter (this “Amendment”) amends the Loan Agreement (the “Loan Agreement”) dated June 15, 2014, among MAALT, L.P., a Texas limited partnership, and GHMR OPERATIONS, L.L.C., a Texas limited liability company (collectively “Borrowers”); DENETZ LOGISTICS, L.L.C., a Texas limited liability company, GARY B. HUMPHREYS, MARTIN W. ROBERTSON, and the Trust Guarantors (as defined below) (collectively “Guarantors”); and PLAINSCAPITAL BANK (“Lender”). Capitalized terms below have the meanings assigned in the Loan Agreement.
Re: Second Amendment to Loan AgreementVista Proppants & Logistics Inc. • January 12th, 2018 • Mining & quarrying of nonmetallic minerals (no fuels)
This letter (this “Amendment”) amends the Loan Agreement dated June 15, 2014, among MAALT, L.P., a Texas limited partnership, and GHMR OPERATIONS, L.L.C., a Texas limited liability company (collectively “Borrowers”); DENETZ LOGISTICS, L.L.C., a Texas limited liability company, GARY B. HUMPHREYS, MARTIN W. ROBERTSON, and the Trust Guarantors (as defined below) (collectively “Guarantors”); and PLAINSCAPITAL BANK (“Lender”), as amended by the First Amendment dated February 11, 2015 (collectively the “Loan Agreement”). Capitalized terms below have the meanings assigned in the Loan Agreement.
LEASE AGREEMENTLease Agreement • January 12th, 2018 • Vista Proppants & Logistics Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
THIS LEASE AGREEMENT (this “Lease Agreement”), dated this 14th day of April 2011, is made and entered into by and between the following parties:
AMENDED AND RESTATED GUARANTY AGREEMENTGuaranty Agreement • January 12th, 2018 • Vista Proppants & Logistics Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS AMENDED AND RESTATED GUARANTY AGREEMENT (as it may be amended, restated, amended and restated, supplemented or modified from time to time, this “Guaranty”) is dated as of November 9, 2017, by each of the undersigned identified on the signature pages hereto as guarantors (together with any other entity that may become a party hereto as provided herein, each a “Guarantor”, and collectively, the “Guarantors”), in favor of ARES CAPITAL CORPORATION in its capacity as administrative agent (the “Administrative Agent”), each of the other Secured Parties and each of their successors and assigns as permitted pursuant to the Credit Agreement (as defined below) (the Administrative Agent, the other Secured Parties, and their successors and assigns, collectively, the “Beneficiaries”).
SILICA SAND LEASE AND MINING AGREEMENTRoyalty Agreement • January 12th, 2018 • Vista Proppants & Logistics Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This Silica Sand Lease and Mining Agreement (the “Lease”) is entered into effective the 27th day of August, 2015, by and between Lonestar Prop 50, LLC, a Texas limited liability company, lessor, (“Lessor”) and Lonestar Prospects, Ltd., a Texas limited partnership doing business as Vista Sand, by and through its general partner, Lonestar Prospects Management, L.L.C, a Texas limited liability company (“Lessee”) (Lessor and Lessee collectively are referred to hereinafter as the “Parties”).
RATIFICATION OF UNLIMITED GUARANTIESVista Proppants & Logistics Inc. • January 12th, 2018 • Mining & quarrying of nonmetallic minerals (no fuels)
This Ratification of Unlimited Guaranties is signed effective February 9, 2016, by the undersigned guarantors (collectively “Guarantors”) in connection with the Second Term Loan to be made by PLAINSCAPITAL BANK (“Lender”) to MAALT, L.P., a Texas limited partnership, and GHMR OPERATIONS, L.L.C., a Texas limited liability company (collectively “Borrowers”). The Second Term Loan is defined in and governed by the Loan Agreement dated June 15, 2014, among Borrowers and Lender, as now or hereafter amended, restated, replaced, supplemented, or otherwise modified, from time to time (the “Loan Agreement”). Capitalized terms not otherwise defined have the meanings assigned in the Loan Agreement.
RATIFICATION OF LIMITED GUARANTIESVista Proppants & Logistics Inc. • January 12th, 2018 • Mining & quarrying of nonmetallic minerals (no fuels)
This Ratification of Limited Guaranties is signed effective January 12, 2018, by GARY B. HUMPHREYS and MARTIN W. ROBERTSON (collectively “Guarantors”) in connection with the Revolving Loan made by PLAINSCAPITAL BANK (“Lender”) to LONESTAR PROSPECTS, LTD. (“Borrower”), a Texas limited partnership. The Revolving Loan is defined in and governed by the Amended and Restated Loan Agreement dated January 12, 2018, between Borrower and Lender, as now or hereafter amended, restated, replaced, supplemented, or otherwise modified, from time to time (collectively the “Loan Agreement”). Capitalized terms not otherwise defined have the meanings assigned in the Loan Agreement.
THIRD AMENDMENT TO LEASE AGREEMENTLease Agreement • January 12th, 2018 • Vista Proppants & Logistics Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS THIRD AMENDMENT TO LEASE AGREEMENT (this “Third Amendment”) is entered into to be effective as of September 18, 2014 (the “Effective Date”) by and between Sand Hill Land and Cattle, LLC, a Texas Limited Liability Company (“Lessor”), and Lonestar Prospects, Ltd., a Texas limited partnership (“Lessee”).
EXCHANGE AGREEMENTExchange Agreement • January 12th, 2018 • Vista Proppants & Logistics Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of [●], 2018, among Vista Proppants and Logistics Inc., a Delaware corporation, Vista Proppants and Logistics, LLC, a Delaware limited liability company, and the holders, other than the Corporation, of LLC Units (as defined herein) from time to time party hereto.
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • January 12th, 2018 • Vista Proppants & Logistics Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into to be effective as of April 28, 2017 by and between Hogg Ranch, LLC (“Landlord”), and Lonestar Prospects, Ltd. (“Tenant”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • January 12th, 2018 • Vista Proppants & Logistics Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into to be effective as of April 1, 2012 by and between Sand Hill Land and Cattle, LLC, a Texas Limited Liability Company (“Lessor”), and Lonestar Prospects, Ltd., a Texas limited partnership (“Lessee”).
Re: Third Amendment to Loan AgreementVista Proppants & Logistics Inc. • January 12th, 2018 • Mining & quarrying of nonmetallic minerals (no fuels)
This letter (this “Amendment”) amends the Loan Agreement dated June 15, 2014, among MAALT, LP., a Texas limited partnership, and GHMR OPERATIONS, L.L.C., a Texas limited liability company (collectively “Borrowers”); DENETZ LOGISTICS, L.L.C., a Texas limited liability company, GARY B. HUMPHREYS, MARTIN W. ROBERTSON, and the Trust Guarantors (as defined below) (collectively “Guarantors”); and PLAINSCAPITAL BANK (“Lender”), as amended by the First Amendment dated February 11, 2015, and the Second Amendment dated June 15, 2015 (collectively the “Loan Agreement”). Capitalized terms below have the meanings assigned in the Loan Agreement.
STOCKHOLDERS AGREEMENT DATED AS OF [●], 2018 AMONG VISTA PROPPANTS AND LOGISTICS INC. AND THE OTHER PARTIES HERETOStockholders Agreement • January 12th, 2018 • Vista Proppants & Logistics Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Stockholders Agreement is entered into as of [●], 2018, by and among Vista Proppants and Logistics Inc. (the “Company”), and each of the other parties from time to time party hereto (collectively, the “Stockholders”).
Fort Worth, Texas 76102 January 12, 2018 LONESTAR PROSPECTS, LTD. Attention: Gary B. Humphreys Fort Worth, Texas 76119 Re: Amended and Restated Loan Agreement Ladies and Gentlemen:Loan Agreement • January 12th, 2018 • Vista Proppants & Logistics Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
This letter sets forth the Amended and Restated Loan Agreement (this “Loan Agreement”) among LONESTAR PROSPECTS, LTD. (“Borrower”), a Texas limited partnership; LONESTAR PROSPECTS HOLDING COMPANY, L.L.C. (“Lonestar Holding”), a Texas limited liability company, GARY B. HUMPHREYS (“Humphreys”) and MARTIN W. ROBERTSON (“Robertson” and collectively with Lonestar Holding and Humphreys, collectively “Guarantors”); and PLAINSCAPITAL BANK (“Lender”), with respect to loans from Lender to Borrower and obligations of Borrower and Guarantors to Lender. This Loan Agreement amends and restates the Loan Agreement dated April 14, 2011, among Borrower, Guarantors, and Lender, as amended by the First Amendment dated December 12, 2011, the Second Amendment dated June 14, 2012, the Third Amendment dated December 28, 2012, the Fourth Amendment dated June 14, 2013, the Fifth Amendment dated September 23, 2013, the Sixth Amendment dated January 13, 2014, the Seventh Amendment dated April 14, 2014, the Eighth
FOURTH AMENDMENT TO LEASE AGREEMENTLease Agreement • January 12th, 2018 • Vista Proppants & Logistics Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS FOURTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into to be effective as of November 4th, 2015 by and between Sand Hill Land and Cattle, LLC, a Texas Limited Liability Company (“Lessor”), and Lonestar Prospects, Ltd., a Texas limited partnership (“Lessee”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • January 12th, 2018 • Vista Proppants & Logistics Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT (as it may be amended, restated, supplemented or modified from time to time, this “Security Agreement”) is entered into as of November 9, 2017, by and among each of the undersigned identified on the signature pages hereto as Grantors (together with any other entity that may become a party hereto as provided herein, each a “Grantor”, and collectively, the “Grantors”), and ARES CAPITAL CORPORATION, in its capacity as administrative agent (the “Administrative Agent”) for the Lenders and the other Secured Parties.
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • January 12th, 2018 • Vista Proppants & Logistics Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Second Amendment”) is entered into to be effective as of January 1, 2014 by and between Sand Hill Land and Cattle, LLC, a Texas Limited Liability Company (“Lessor”), and Lonestar Prospects, Ltd., a Texas limited partnership (“Lessee”).
RATIFICATION OF UNLIMITED GUARANTIESVista Proppants & Logistics Inc. • January 12th, 2018 • Mining & quarrying of nonmetallic minerals (no fuels)
This Ratification of Unlimited Guaranties is signed effective January 12, 2018, by the undersigned guarantors (collectively “Guarantors”) in connection with the Revolving Loan made by PLAINSCAPITAL BANK (“Lender”) to LONESTAR PROSPECTS, LTD. (“Borrower”), a Texas limited partnership. The Revolving Loan is defined in and governed by the Amended and Restated Loan Agreement dated January 12, 2018, between Borrower and Lender, as now or hereafter amended, restated, replaced, supplemented, or otherwise modified, from time to time (collectively the “Loan Agreement”). Capitalized terms not otherwise defined have the meanings assigned in the Loan Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2018 • Vista Proppants & Logistics Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Registration Rights Agreement (as amended from time to time, this “Agreement”) is dated as of [●], 2018, and is by and among Vista Proppants and Logistics Inc., a Delaware corporation (the “Company”), FR Sand Holdings LLC and its related vehicles (“First Reserve”) and each of the stockholders identified on the signature pages hereto (together with First Reserve, the “Stockholders”, and individually a “Stockholder”). References to First Reserve include all of its affiliated private equity funds, including co-invest and side-by-side entities, that hold shares of Common Stock. References to Stockholders also include transferees to whom a Stockholder transfers shares and related rights under this Agreement in accordance with Section 6.1 of this Agreement.
