EMPLOYMENT AGREEMENTEmployment Agreement • July 18th, 2011 • U.S. Silica Holdings, Inc. • Maryland
THIS AGREEMENT is made as of June 1, 2011, by and between U.S. Silica Company, a Delaware corporation (the “Company”), and Brian Slobodow (“Executive”).
AMENDMENT NO. 1 AND CONSENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 18th, 2011 • U.S. Silica Holdings, Inc. • New York
AMENDMENT NO. 1 AND CONSENT TO LOAN AND SECURITY AGREEMENT, dated as of November 25, 2008 (this “Amendment No. 1”), is by and among Wachovia Bank, National Association, a national banking association, in its capacity as agent for the Lenders (as hereinafter defined) pursuant to the Loan Agreement defined below (in such capacity, “Agent”), the parties to the Loan Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), U.S. Silica Comp any, a Delaware corporation (the “Company”), Hourglass Holdings , LLC, a Delaware limited liability company (“Hourglass”), the subsidiaries of the Company from time to time party to the Loan Agreement as borrowers (each individually, together with the Company , a “Borrower” and collectively, “Borrowers”) and certain subsidiaries of USS Holdings, Inc., a Delaware corporation (“Parent”) from time to time party to the Loan Agreement as Guarantors (individually, each a “Guarantor” and collectively, “Guarantors”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 8, 2011 among USS HOLDINGS, INC., as Parent U.S. SILICA COMPANY, as Company THE SUBSIDIARY GUARANTORS LISTED HEREIN, as Subsidiary Guarantors THE LENDERS LISTED HEREIN, as Lenders BNP...Credit Agreement • July 18th, 2011 • U.S. Silica Holdings, Inc. • New York
NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows:
SUBORDINATION AGREEMENTSubordination Agreement • July 18th, 2011 • U.S. Silica Holdings, Inc. • New York
WHEREAS, Junior Creditor and Borrower are parties to the Junior Note Purchase Agreement (as defined below), pursuant to which the Junior Creditor Note shall be issued to Junior Creditor; and
CONSULTING AGREEMENTConsulting Agreement • July 18th, 2011 • U.S. Silica Holdings, Inc.
THIS CONSULTING AGREEMENT (“Agreement”), is made and entered into as of this 1st day of April, 2011, by and between U.S. SILICA COMPANY, a Delaware corporation (the “Company” or “USS”), and JOHN A. ULIZIO (“Consultant”).
ABL LOAN AND SECURITY AGREEMENT by and among U.S. SILICA COMPANY, as the Company, CERTAIN SUBSIDIARIES OF THE COMPANY FROM TIME TO TIME PARTIES HERETO, as Subsidiary Borrowers, and together with the Company, collectively, the Borrowers, HOURGLASS...Loan and Security Agreement • July 18th, 2011 • U.S. Silica Holdings, Inc. • New York
This ABL Loan and Security Agreement dated as of August 9, 2007 is entered into by and among U.S. SILICA COMPANY, a Delaware corporation (the “Company”), HOURGLASS HOLDINGS, LLC, a Delaware limited liability company (the “Parent”), those certain Subsidiaries of the Company from time to time party hereto pursuant to Section 9.20 (the “Subsidiary Borrowers”; and together with the Company, each individually a “Borrower” and collectively, “Borrowers” as hereinafter further defined), those certain Subsidiaries of the Parent from time to time party hereto as guarantors (together with the Parent, each individually a “Guarantor” and collectively, “Guarantors” as hereinafter further defined), the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined) and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as admi
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT AND CONSENTLoan and Security Agreement and Consent • July 18th, 2011 • U.S. Silica Holdings, Inc. • New York
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT AND CONSENT, dated as of May 7, 2010 (this “Amendment No. 2”), by and among Wells Fargo Bank, National Association, successor by merger to Wachovia Bank, National Association, a national banking association, in its capacity as agent for the Lenders (as hereinafter defined) pursuant to the Loan Agreement as defined below (in such capacity, “Agent”), the parties to the Loan Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), U.S. Silica Company, a Delaware corporation (the “Company”), the subsidiaries of the Company from time to time party to the Loan Agreement as borrowers (each individually, together with the Company, a “Borrower” and collectively, “Borrowers”), USS Holdings, Inc., a Delaware corporation (“Parent”) and certain subsidiaries of Parent from time to time party to the Loan Agreement as Guarantors (individually, each a “Guarantor” and collectively, “Guarantors”).
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT AND CONSENTLoan and Security Agreement and Consent • July 18th, 2011 • U.S. Silica Holdings, Inc. • New York
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT AND CONSENT, dated as of June 8, 2011 (this “Amendment No. 3”), by and among Wells Fargo Bank, National Association, successor by merger to Wachovia Bank, National Association, a national banking association, in its capacity as agent for the Lenders (as hereinafter defined) pursuant to the Loan Agreement as defined below (in such capacity, “Agent”), the parties to the Loan Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), U.S. Silica Company, a Delaware corporation (the “Company”), the subsidiaries of the Company from time to time party to the Loan Agreement as borrowers (each individually, together with the Company, a “Borrower” and collectively, “Borrowers”), USS Holdings, Inc., a Delaware corporation (“Parent”) and certain subsidiaries of Parent from time to time party to the Loan Agreement as Guarantors (individually, each a “Guarantor” and collectively, “Guarantors”).
ACQUISITION AGREEMENT BY AND AMONG HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., HOURGLASS ACQUISITION I, LLC, PREFERRED UNLIMITED INC. (solely for the purpose of Section 12.18), AND PREFERRED ROCKS USS, INC. DATED AS OF JUNE 27, 2008Acquisition Agreement • July 18th, 2011 • U.S. Silica Holdings, Inc.
ACQUISITION AGREEMENT (this “Agreement”), dated as of June 27, 2008, by and among Hourglass Acquisition I, LLC, a Delaware limited liability company (the “Company”), Harbinger Capital Partners Master Fund I, Ltd., a Cayman Islands corporation (the “Seller”), Preferred Unlimited Inc., a Delaware corporation (“Guarantor”), solely for the purpose of Section 12.18, and Preferred Rocks USS, Inc., a Delaware corporation (the “Buyer”).
AMENDMENT NO. 1 TO SUBORDINATION AGREEMENTSubordination Agreement • July 18th, 2011 • U.S. Silica Holdings, Inc.
THIS AMENDMENT NO. 1 TO SUBORDINATION AGREEMENT (this “Amendment”) is made as of May 7, 2010 by and among (i) Wells Fargo Bank, National Association, successor by merger to Wachovia Bank, National Association, a national banking association, in its capacity as agent for and on behalf of the ABL Lenders (as defined below) (the “ABL Agent”), (ii) BNP Paribas, in its capacity as agent for and on behalf of the Term Lenders (as defined below) (the “Term Agent”); (iii) GGC Finance Partnership, L.P., a Cayman Islands limited partnership, in its capacity as a junior creditor under the Junior Note Purchase Agreement (as defined below) (the “Junior Creditor”); and (iv) U.S. Silica Company, a Delaware corporation (the “Borrower”).
FIRST AMENDMENT TO THE ACQUISITION AGREEMENTAcquisition Agreement • July 18th, 2011 • U.S. Silica Holdings, Inc. • Delaware
This First Amendment to the Acquisition Agreement (this “Amendment”) is made as of November 4, 2008 by and among Hourglass Acquisition I, LLC, a Delaware limited liability company (the “Company”), Harbinger Capital Partners Master Fund I, Ltd., a Cayman Islands corporation (the “Seller”), Preferred Unlimited Inc., a Delaware corporation (the “Guarantor”), solely as required by Section 12.2 of the Acquisition Agreement (as defined below), and Preferred Rocks USS, Inc., a Delaware corporation (the “Buyer” and together with the Company, the Guarantor and the Seller, the “Parties”).
SECOND AMENDMENT TO THE ACQUISITION AGREEMENTAcquisition Agreement • July 18th, 2011 • U.S. Silica Holdings, Inc. • Delaware
This Second Amendment to the Acquisition Agreement (this “Second Amendment”) is made as of November 10, 2008 by and among Hourglass Acquisition I, LLC, a Delaware limited liability company (the “Company”), Harbinger Capital Partners Master Fund I, Ltd., a Cayman Islands corporation (the “Seller”), Preferred Unlimited Inc., a Delaware corporation (the “Guarantor”), solely as required by Section 12.2 of the Acquisition Agreement (as defined below), and Preferred Rocks USS, Inc., a Delaware corporation (the “Buyer” and together with the Company, the Guarantor and the Seller, the “Parties”).
AMENDED AND RESTATED NOTE PURCHASE AGREEMENT dated as of May 7, 2010 among USS HOLDINGS, INC. as Holdings U.S. SILICA COMPANY, as Issuer THE SUBSIDIARY GUARANTORS LISTED HEREIN, as Subsidiary Guarantors and GGC FINANCE PARTNERSHIP, L.P. as PurchaserNote Purchase Agreement • July 18th, 2011 • U.S. Silica Holdings, Inc. • New York
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, Holdings, Issuer, Subsidiary Guarantors and Purchasers agree as follows:
ABL/TERM LOAN INTERCREDITOR AGREEMENT among GGC USS ACQUISITION SUB, INC. GGC USS BORROWER CO., INC., USS HOLDINGS, INC. BMAC HOLDINGS, INC., BETTER MINERALS & AGGREGATES COMPANY, BMAC SERVICES CO., INC., THE FULTON LAND AND TIMBER COMPANY, GEORGE F....Term Loan Intercreditor Agreement • July 18th, 2011 • U.S. Silica Holdings, Inc. • New York
This ABL/Term Loan Intercreditor Agreement is dated as of November , 2008 (the “Agreement”) and entered into by and among GGC USS ACQUISITION SUB, INC., a Delaware corporation (“Acquisition Co”), USS HOLDINGS, INC., a Delaware corporation (“Holdings”), GGC USS BORROWER CO. INC., a Delaware corporation (the “Initial Borrower”), U.S. SILICA COMPANY, a Delaware corporation (“Borrower”), BMAC HOLDINGS, INC., a Delaware corporation, BETTER MINERALS & AGGREGATES COMPANY, a Delaware corporation, BMAC SERVICES CO., INC., a Delaware corporation, THE FULTON LAND AND TIMBER COMPANY, a Pennsylvania corporation, GEORGE F. PETTINOS, LLC, a Delaware limited liability company, PENNSYLVANIA GLASS SAND CORPORATION, a Delaware corporation, OTTAWA SILICA COMPANY, a Delaware corporation and any Additional Grantors (as defined herein) (each of the foregoing, including Acquisition Co, Holdings, Initial Borrower and Borrower, a “Grantor”, and collectively, the “Grantors”), WACHOVIA BANK, NATIONAL ASSOCIATION,
REAFFIRMATION OF ABL/TERM LOAN INTERCREDITOR AGREEMENTTerm Loan Intercreditor Agreement • July 18th, 2011 • U.S. Silica Holdings, Inc.
This Reaffirmation of ABL/Term Loan Intercreditor Agreement, dated as of June 8, 2011 (“Reaffirmation”), is entered into by and among WELLS FARGO, NATIONAL ASSOCIATION, successor by merger to WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as agent for the ABL Lenders (in such capacity, together with any successors and assigns, the “ABL Agent”) and BNP PARIBAS, in its capacity as agent for the Term Loan Lenders (in such capacity, together with any successors and assigns, the “Term Loan Agent”), USS HOLDINGS, INC., a Delaware corporation (“Holdings”), U.S. SILICA COMPANY, a Delaware corporation (“Borrower”), BMAC SERVICES CO., INC., a Delaware corporation, THE FULTON LAND AND TIMBER COMPANY, a Pennsylvania corporation, PENNSYLVANIA GLASS SAND CORPORATION, a Delaware corporation, and OTTAWA SILICA COMPANY, a Delaware corporation (each of the foregoing, including Holdings and Borrower, a “Grantor”, and collectively, the “Grantors”).
