Exhibit 10.1
 SPECIFIC TERMS IN THIS AGREEMENT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL
TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS
BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE
TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (* * *).
 SAND PURCHASE AGREEMENT
 Agreement Buyer Preferred Rocks USS U.S. Silica Seller Seller
  Transaction
  Effective Date
  1. Certain Definitions.
 Annual Target Amount
 Force Majeure




---



##### 



SPECIFIC TERMS IN THIS AGREEMENT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS
HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS
(* * *).
  Period
 Plants
 Ramp-up Period
 Sand
 Term
 Ton
 2. Purchase and Sale; Payments by Buyer.
 Purchase and Sale for all Periods During Term
 Type of Sand
    
    Plant
    
    Amount
    
    Initial Price20/40
    
    Ottawa
    
    * * *Tons per full
Period (with Tons
per month as set
forth on Exhibit A)
    
    As set forth on
Exhibit AColumbia*
    
    * * *Tons per full
Period (with Tons
per month as set
forth on Exhibit A)**
    
    As set forth on
Exhibit A40/70
    
    Ottawa
    
    * * *Tons per full
Period (with
Tons per month as
set forth on Exhibit A)**
    
    As set forth on
Exhibit A
 2




---



##### 



SPECIFIC TERMS IN THIS AGREEMENT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS
HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS
(* * *).
 30/50 or 20/40 or
40/70 or 100
Mesh***
    
    Genoa
    
    * * *Tons*** per
full Period (with
Tons per month as
set forth on
Exhibit A)**
    
    As set forth on
Exhibit A16/30
    
    Columbia*
    
    * * *Tons per
full Period (with
Tons per month as
set forth on
Exhibit A)**
    
    As set forth on
Exhibit A12/20
    
    Columbia*
    
    * * *Tons per
full Period (with
Tons per month as
set forth on
Exhibit A)**
    
    As set forth on
Exhibit AUSM 65 or 100 Mesh
    
    Pacific or Mill
Creek
    
    * * *Tons per
full Period (with
Tons per month as
set forth on
Exhibit A)**
    
    As set forth on
Exhibit A
 
 *
    
    Sand produced from the Columbia plant does not meet API-specifications.**
    
    Or such lesser or greater amount that Buyer may elect by advance notice to Seller, subject in
all cases to availability of the applicable Sand, provided that (i) no such amount for any grade of
Sand shall vary (upward or downward) by more than thirty percent (30%) individually or in the
aggregate at any time and (ii) in the aggregate, Buyer shall purchase * * *Tons of 20/40 Sand
from the Columbia Plant, 40/70 Sand, 30/50 Sand, 16/30 Sand, 12/20 Sand, 100 Mesh Sand and USM 65
Sand, at the respective Purchase Price, per full Period.***
    
    Subject in all cases to availability of the applicable Sand. Purchase and Sale Detail
 Sand
 Plant Exhibit
A Exhibit E Exhibit E
 Amount
 3




---



##### 



SPECIFIC TERMS IN THIS AGREEMENT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS
HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS
(* * *).
 (1)
    
    Generally. Notwithstanding anything
herein to the contrary, during each Period in the Term, beginning on
January 1, 2009, Buyer shall be obligated to purchase the full Annual
Target Amount from Seller to the extent the Sand is available for
purchase pursuant to this Agreement and Buyer shall pay the Purchase
Price therefor in full in accordance with Section 4 of this Agreement
(except to the extent expressly provided in the proviso in the first
sentence of Section 2(c)(iv)); provided, that if Buyers election
pursuant to Section 2(b)(vi) has been given effect, Buyer is required
to purchase * * *Tons of 20/40 Sand from the Ottawa Plant during
2009. The column labeled Amount in the charts in Section 2(a) and
Exhibit E specifies the number of Tons of the applicable Sand
that shall be made available by Seller to Buyer and that Buyer shall be
obligated to purchase from Seller in the aggregate in a particular
Period or, as applicable, portion thereof, and on a monthly basis
within such Period or portion thereof (based on the proration of the
aggregate Amount for such Period or portion thereof). For the
avoidance of doubt, for any Period that is less than a full year, such
Amount shall be prorated on a monthly basis in accordance with
Exhibit A (or, if applicable, Exhibit E).(2)
    
    Adjustment in Amount. As to Sand
deliverable for any particular calendar month during the Term other
than a calendar month during the Ramp-up Period, Seller may, in its
sole and absolute discretion, adjust (upward or downward) the Amount of
any Sand required to be supplied by it in such calendar month;
provided, that such adjustment shall not result in a variance in such
Amount of more than 20% (upward or downward); and provided further,
that any variance pursuant to the preceding clause shall in no event
affect Sellers obligation to make available, and Buyers obligation to
purchase in accordance with Section 2(b)(iii)(1), the Annual Target
Amount specified for the applicable Period, or portion thereof, subject
in all cases to availability of the applicable Sand as described in the
charts in Section 2(a) and Exhibit E, and subject to Section
2(b)(iii)(1).(3)
    
    2008 Amounts. Notwithstanding the
foregoing, for November and December 2008, the only Amount of Sand to
be sold and delivered by Seller and purchased by Buyer is * * *Tons
per month of 20/40 Sand from the Ottawa Plant, as to which all other
terms and conditions of this Agreement shall apply.
 4




---



##### 



Price
 Additional Terms and Conditions Exhibit
C
 Increased Volumes Exhibit E Exhibit E Exhibit E Exhibit E Exhibit A Exhibit E Exhibit E
 Flex-Track Sand Purchase Obligation
 Requests for Deferral of Amounts
 Ability to Request a Deferral Shortfall
 5




---



##### 



Maximum Amount Maximum Amount
 Catch-Up Exhibit A Exhibit E
 Application of Additional Amounts Additional Amounts
 6




---



##### 



3. Scheduling Deliveries; Specifications Testing
 Forecasts and Invoices
 Forecasts
 Purchase Orders
 Delivery Dates
 Delivery of Sand
   Acceptance of Delivery
 7




---



##### 



SPECIFIC TERMS IN THIS AGREEMENT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).
  Specifications Specifications Exhibit B Exhibit B
 Inspection of Records
 4. Purchase Price; Fuel Adjustment
 Purchase Price Exhibit A Purchase Price
 Cash Payment Cash Payment Note Mortgage SND
Agreement
 Buyers Obligation to Fund
 8




---



##### 



Invoicing
 (1)
    
    Seller shall deliver an invoice for Sand
tendered for delivery pursuant to Section 3(b) above (each, an
invoice), to Buyer after such time as the Sand listed in such invoice
shall have been tendered for delivery. Seller may deliver each invoice
by hard copy or electronically. Buyer shall participate in any
electronic invoicing program instituted by Seller, and shall take all
actions reasonably requested by Seller in furtherance of such
participation.(2)
    
    Buyer shall pay in full each invoice within
thirty (30) days after the date of such invoice to the payee(s)
specified in such invoice, subject to Section 4(a)(iii)(3)(y) until the
amount outstanding under the Note equals Zero Dollars ($0). In the
event of a dispute as to any amount alleged to be owed to Seller, Buyer
shall pay in full the invoice and seek a credit on a subsequent
purchase order.(3)
    
    Until the amount outstanding under the Note
equals Zero Dollars ($0), with respect to each invoice, Buyer shall pay
the Purchase Price for Sand under this Agreement as follows: (x) Seller
shall apply Twenty-Six and One Hundred Thirty-Eight one thousandths
percent (26.138%) of the amount of the Purchase Price for Sand pursuant
to such invoice as a credit toward reduction of the obligation of
Preferred Rocks USS to repay the Cash Payment, (y) Buyer shall pay the
balance (i.e., Seventy-Three and Eight Hundred Sixty-Two one
thousandths percent (73.862%)) of the amount of the Purchase Price for
Sand pursuant to such invoice in cash as provided in Section
4(a)(iii)(2), which amount Buyer shall pay to U.S. Silica for
processing such Sand, and (z) Buyer shall pay all other amounts
pursuant to such invoice as provided in Section 4(a)(iii)(2). Buyer
hereby specifically authorizes, and grants permission to, Seller to
utilize the Cash Payment in accordance with Section 4(a)(i) and to
credit from time to time outstanding invoices in the manner set forth
in this Section 4(a)(iii)(3) and authorizes Preferred Rocks USS to
reduce the amount outstanding under the Note by the amounts so
credited, in accordance with the terms of the Note. Preferred Rocks
USS shall notify Buyer in writing when the amount outstanding under the
Note equals Zero Dollars ($0).(4)
    
    On a quarterly basis, Seller shall send Buyer
its understanding of the payments and credits made with respect to the
Note during the
last quarter, with such level of detail as Buyer may reasonably
request.
 9




---



##### 



(5)
    
    On and after the date the amount outstanding
under the Note equals Zero Dollars ($0), Buyer shall pay all invoices
as provided in Section 4(a)(iii)(2).
 Surcharges
 Late Charges
 Fuel Surcharge
 Computation MMBTU Base Fuel Cost NYMEX Fuel Adjustment
 NYMEX Natural Gas Settlement PricesApr-08
    
    $
    9.58May-08
    
    $
    11.28Jun-08
    
    $
    11.92Calculation Example:Average
    
    $
    10.92Base Price
    
    $
    9.00Difference
    
    $
    1.920.25 MMBtu Factor
    
    $
    0.48Fuel Adjustment Charge
    
    $
    0.48
 Fuel Adjustment Invoicing
 10




---



##### 



5. Term.
 Initial Term Initial Term
 Renewal Option Exhibit A
 Limited Purpose Extension
 6. Force Majeure.
 7. Material Failure to Perform.
 By Seller
 Failure
 11




---



##### 



Date
  12




---



##### 



By Buyer
   8. Further Assurances.
 9. Notices.
  13




---



##### 



If to Seller:
    
    If to Buyer:c/o Preferred Unlimited Inc.
1001 E. Hector Street, Suite 100
Conshohocken, PA 19473
Attention: President 
Telephone No: 484-684-1222
Email: mbalitsaris@preferred.com
    
    Superior Well Services, Inc.
1380 Rt. 286 East Suite #121
Indiana, PA 15701
Attn: U.S. Materials Manager
Telephone No: 724-465-8904
Email: jdittman@swsi.comwith a copy to:
    
    with a copy to:c/o Preferred Unlimited Inc.
1001 E. Hector Street, Suite 100
Conshohocken, PA 19473
Attention: Legal Department
Telephone No: 484-684-1213
Email: chouder@preferred.com
    
    Superior Well Services, Inc.
1380 Rt. 286 East Suite #121
Indiana, PA 15701
Attn: President
Telephone No: 724-465-8904
Email: davew@swsi.comand, following the Effective Date, to:U.S. Silica Company
106 Sand Mine Road
Berkeley Springs, WV 25411
Attention: Vice President, Sales and Marketing
Telephone No.: 304-258-2500
With an additional copy to: General Counsel
Email: Ulizio@ussilica.com
  10. Governing Law and Venue.
 14




---



##### 



11. Costs.
 12. Representations and Warranties
 Due Formation; Capacity Transaction Documents
 Due Authorization
 13. Miscellaneous.
 Entire Agreement; Amendment and Waiver; Successors and Assigns
 Remedies
 Construction
 15




---



##### 



Counterparts
 Severability
 Attorneys Fees
 Terms and Conditions Exhibit
C
 No Third Party Beneficiaries
 No Partnership
 Time of the Essence
 14. Liabilities, Warranties, Indemnities and Insurance.
 Buyer Acknowledgment
  16




---



##### 



Exhibit D
 Buyers Responsibilities for Warnings, Literature and Notices
 Compliance
 Indemnification by Buyer
 17




---



##### 



Indemnification by Seller
 Sellers Warranty Exhibit C
 Sellers Insurance
 Limitation on Damages
 15. Confidentiality. Exhibit A Exhibit E
 18




---



##### 



16. Termination of U.S. Silica Contract Existing Agreement
 [SIGNATURES ON FOLLOWING PAGE]
 19




---



##### 



SELLER:
    
    
    
    BUYER:Preferred Rocks USS, Inc.
    
    
    
    Superior Well Services, Inc.By:

    /s/ Mike Balitsaris


    
    
    By:
    
    /s/ David E. WallaceName:

    Mike Balitsaris



    
    
    
    
    
    Name:

    David E. WallaceTitle:

    President

    
    
    
    
    
    Title:

    Chief Executive OfficerU.S. Silica CompanyBy:Name:Title:
 20




---



##### 



SPECIFIC TERMS IN THIS AGREEMENT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS
HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS
(* * *).
 EXHIBIT A
 PURCHASE PRICE SCHEDULE
 Type of Sand
    
    Plant
    
    Initial Price20/40
    
    Ottawa
    
    
    * *
    *Columbia**
    
    
    * *
    *40/70
    
    Ottawa or Genoa
    
    
    * *
    *30/50 or 20/40
    
    Genoa
    
    
    * *
    *16/30
    
    Columbia**
    
    
    * *
    *12/20
    
    Columbia**
    
    
    * *
    *USM 65 or 100 Mesh
    
    Pacific or Mill Creek
    
    
    * *
    *100 Mesh
    
    Genoa
    
    
    * *
    *
 
 *
    
    Notwithstanding the Initial Price set forth above, the initial price for 20/40 Sand from the
Ottawa Plant shall be * * *per Ton solely from the Effective Date until December 31, 2009.
Effective from and after January 1, 2010, the price for 20/40 Sand from the Ottawa Plant shall be
(i) * * *per Ton plus (ii) the amount of the upward adjustment(s) determined pursuant to this
Exhibit A assuming the initial price had been * * *on the Effective Date.**
    
    Sand produced from the Columbia plant does not meet API-specifications  21




---



##### 



SPECIFIC TERMS IN THIS AGREEMENT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS
HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS
(* * *).
 Monthly Purchase Amounts
  Amounts in thousands of Tons1st quarter
    
    2nd quarter
    
    3rd quarter
    
    4th quarterProduct
    
    January
    
    February
    
    March
    
    April
    
    May
    
    June
    
    July
    
    August
    
    September
    
    October
    
    November
    
    December
    
    Total20/40
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *20/40 C *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *40/70
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *30/50 G 
or 20/40 G 
or 40/70 G 
or 100 Mesh G
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    
    
    
    
    
    
    
    
    
    
    
    
    * * *16/30 C *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *12/20 C *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *USM 65
or 100 Mesh
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *
    
    * * *TOTAL
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    * * *
 Exhibit A Exhibit A
 
 *
    
    Sand produced from the Columbia plant does not meet API-specifications.
 22




---



##### 



EXHIBIT
B
 SPECIFICATIONS
 20/40 Sand
 Ottawa Plant
 
 US Mesh
    
    
    Ind % Retained Min
    
    
    Ind % Retained MaxUSSTDSieve #
    
    
    16
    
    
    0%
    
    
    0.1%20
    
    
    0%
    
    
    10%30
    
    
    Cumulative %Retained90
    
    
    Cumulative %Retained100354050
    
    
    0%
    
    
    10%Pan
    
    
    0%
    
    
    1%
 23




---



##### 



Does NOT Meet API RP 56-1995 Crush Strength Recommendation
 
 US Mesh
    
    
        Ind % Retained Min
    
    
    Ind % Retained MaxUS
          STD
          Sieve #
    
    
    16
    
    
    0%
    
    
        1.0%20
    
    
    0%
    
    
    10%30
    
    
    Cumulative %Retained88
    
    
    Cumulative %Retained100354050
    
    
    0%
    
    
    10%Pan
    
    
    0%
    
    
        1.5%
 24




---



##### 



40/70 Sand
 Ottawa Plant
 
 US Mesh
    
    
    Ind % Retained Min
    
    
    Ind % Retained MaxUS STDSieve #
    
    
        30
    
    
    0%
    
    
    0.1%40
    
    
    0%
    
    
    10%50
    
    
    Cumulative %Retained90
    
    
    Cumulative %Retained1006070100
    
    
    0%
    
    
    10%Pan
    
    
    0%
    
    
    1%
 25




---



##### 



30/50 Sand
 Genoa Plant
 
 US MESH
    
    
    Ind % Ret Min
    
    
    Ind % Ret MaxUS
          STD
          SIEVE #
    
    
        20
    
    
    0%
    
    
        .1%30
    
    
    0%
    
    
    10%40
    
    
    Cumulative %Retained90
    
    
    Cumulative %Retained100455070
    
    
    0%
    
    
    10%Pan
    
    
    0%
    
    
    1%
 26




---



##### 



20/40 Sand
 Genoa Plant
 
 US MESH
    
    
    Ind % Ret Min
    
    
    Ind % Ret MaxUS
          STDSIEVE #
    
    
    16
    
    
    0%
    
    
    .1%20
    
    
    0%
    
    
    10%30
    
    
    Cumulative %Retained90
    
    
    Cumulative %Retained100354050
    
    
    0%
    
    
    10%Pan
    
    
    0%
    
    
    1%
 27




---



##### 



40/70 Sand
 Genoa Plant
 
 US MESH
    
    
        Ind % Ret Min
    
    
        Ind % Ret
           MaxUS
          STDSIEVE #
    
    
        30
    
    
    0%
    
    
        .1%40
    
    
    0%
    
    
    10%50
    
    
    Cumulative %Retained90
    
    
    Cumulative %Retained1006070100
    
    
    0%
    
    
    10%Pan
    
    
    0%
    
    
    1%
 28




---



##### 



100 Mesh Sand
 Genoa Plant
 
 US MESH
    
    
        Ind % RetMin
    
    
        Ind % Ret
           MaxUS
          STDSIEVE #
    
    
        50
    
    
    0%
    
    
        .1%70
    
    
    0%
    
    
    10%100
    
    
    Cumulative %Retained90
    
    
    Cumulative %Retained100120140200
    
    
    0%
    
    
    10%Pan
    
    
    0%
    
    
    1%
 29




---



##### 



sc
 Does NOT Meet API RP 56-1995 Crush Strength Recommendation
 
 US Mesh
    
    
        Ind % Retained Min
    
    
    Ind % Retained MaxUS STDSieve #
    
    
        12
    
    
    0%
    
    
    0.1%16
    
    
    0%
    
    
    10%20
    
    
    Cumulative %Retained
          85
    
    
    Cumulative %Retained100253040
    
    
    0%
    
    
        12%Pan
    
    
    0%
    
    
        1.2%
 30




---



##### 



Does NOT Meet API RP 56-1995 Crush Strength Recommendation
 
 US Mesh
    
    
        Ind % Retained Min
    
    
    Ind % Retained MaxUS
          STD
          Sieve #
    
    
        8
    
    
    0%
    
    
        1.0%12
    
    
    0%
    
    
    10%16
    
    
    Cumulative %Retained90
    
    
    Cumulative %Retained100182030
    
    
    0%
    
    
    10%Pan
    
    
    0%
    
    
    1%
 31




---



##### 



100 Mesh Sand
     USM 65
 Pacific Plant
 Does NOT Meet API RP 56-1995 Size Recommendation
 
 US Mesh
    
    
    Ind % Retained Min
    
    
    Ind % Retained MaxUS STDSieve #
    
    
        50
    
    
        7%
    
    
        35.0%70
    
    
        20%
    
    
        45%100
    
    
    Cumulative %Retained
          25
    
    
    Cumulative %Retained
          65120140200
    
    
    0%
    
    
        5%Pan
    
    
    0%
    
    
        0.5%
 32




---



##### 



100 Mesh Sand  USM 100
 Milk Creek Plant
 Does NOT Meet API RP 56-1995 Size Recommendation
 
 US Mesh
    
    
    Ind % Retained Min
    
    
    Ind % Retained MaxUS
          STD
          Sieve #
    
    
        50
    
    
    0%
    
    
        10.0%70
    
    
        5%
    
    
        25%100
    
    
    Cumulative %Retained
          60
    
    
    Cumulative %Retained
          85120140200
    
    
    0%
    
    
        20%Pan
    
    
    0%
    
    
        5%
 33




---



##### 



EXHIBIT C
 TERMS AND CONDITIONS
 1. Sand Warranty; Sellers Disclaimer of Warranties, Representations and Covenants
 (a) WITH RESPECT TO THE SAND AND THIS AGREEMENT, SELLERS WARRANTIES, REPRESENTATIONS, AND
COVENANTS AS EXPRESSLY SET OUT HEREIN ARE EXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER WARRANTIES,
REPRESENTATIONS, AND COVENANTS, EXPRESS OR IMPLIED, STATUTORY, UNDER COMMON LAW OR OTHERWISE, AND
SELLER DISCLAIMS ANY AND ALL OTHER WARRANTIES, REPRESENTATIONS, AND COVENANTS, EXPRESS OR IMPLIED,
STATUTORY, UNDER COMMON LAW OR OTHERWISE.
 (b) SELLER WARRANTS THAT THE SAND WILL COMPLY WITH THE SPECIFICATIONS IN ALL MATERIAL RESPECTS
AT THE TIME OF DELIVERY TO BUYER.
 (c) CONSISTENT WITH SUBSECTION 1(a) ABOVE, EXCEPT TO THE EXTENT (x) EXPRESSLY SET FORTH IN
SUBSECTION 1(b) ABOVE OR (y) EXPRESSLY SET FORTH IN THE AGREEMENT, THE SAND WILL BE SOLD,
PURCHASED, AND ACCEPTED AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WARRANTY, REPRESENTATION,
OR COVENANT, EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE AND, WITHOUT LIMITING THE
FOREGOING, THE SAND IS BEING SOLD, PURCHASED, AND ACCEPTED WITHOUT ANY WARRANTIES REPRESENTATIONS,
OR COVENANTS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, THAT MAY EXIST UNDER APPLICABLE LAW NOW
OR HEREAFTER IN EFFECT, RELATING TO:
 (i) MERCHANTABILITY;
 (ii) THE (A) CONDITION, QUANTITY OR QUALITY (EXCEPT IN EACH CASE TO THE EXTENT EXPRESSLY SET
FORTH IN THE AGREEMENT) OR (B) FITNESS FOR A PARTICULAR PURPOSE (INCLUDING FOR OIL AND GAS
STIMULATION OPERATIONS) OR FOR ANY USE OR PURPOSE; OR
 (iii) CONFORMITY TO MODELS OR SAMPLES OF MATERIAL.
 2. Buyers Assumption of Risk of Use, and Buyers Covenants Regarding Use of Sand
  Exhibit C BUYER ASSUMES ALL RISKS THAT THE SAND MAY
NOT FUNCTION AS BUYER DESIRES WITH REGARD TO ITS USE OF OR INTENDED USE OF THE SAND FOR THE PURPOSE
FOR WHICH IT IS BUYING THE SAND.
 34




---



##### 



THE SAND, AS DELIVERED OR AS APPLIED, MAY CONTAIN RESPIRABLE SILICA. SEE THE
MANUFACTURERS MATERIAL SAFETY DATA SHEET, DO NOT BREATHE THE DUST FROM THE SAND, AND USE THE SAND
SOLELY FOR THE LIMITED PURPOSE FOR WHICH IT IS BEING SOLD HEREUNDER.
 THE INHALATION OF SILICA DUST CONTAINED IN THE SAND, OR CREATED BY THE USE OF THE SAND,
MAY CAUSE SEVERE IRREVERSIBLE LUNG DAMAGE AND PREMATURE DEATH, AND SOME MEDICAL REPORTS INDICATE
SUCH INHALATION MAY CAUSE LUNG CANCER, DEBILITATING ARTHRITIS, AND SKIN AND EYE IRRITATION AMONG
OTHER THINGS.
 PRODUCTS CONTAINING SILICA DUST SHOULD NOT BE USED WITHOUT THE ACCOMPANYING USE OF
NIOSH/MSHA APPROVED RESPIRATORY PROTECTIVE EQUIPMENT.
   (1)
    
    remains well informed and familiar on an
on-going current basis of all risks and issues associated with silica
and with the use of Sand, including risks and issues discovered or
arising after the date hereof, and risks and issues existing as of the
date hereof but as to which additional information becomes available
after the date hereof,(2)
    
    effectively communicates those risks and
associated warnings to all those who may be exposed to the Sand and
ensures that they comply with all safeguards in that regard,(3)
    
    distributes the manufacturers safety data
sheet to all persons who may be exposed to the Sand,(4)
    
    provides those who may come into contact with
the Sand with all clothing, equipment, and working environments
necessary or appropriate for their protection, and(5)
    
    complies with all laws, including those
regarding the use, storage, application, and disposal of Sand.
 35




---



##### 



EXHIBIT D
 Material Safety Data Sheet
 U. S. SILICA COMPANY
 MSDS  MATERIAL SAFETY DATA SHEET
 SECTION 1  CHEMICAL PRODUCT AND COMPANY IDENTIFICATION
 Product Names/Trade Names
                          
 Synonyms/Common Names :
 Manufacturers Name :
 Emergency Telephone Number
 
 Date Prepared
 SECTION 2  HAZARD IDENTIFICATION
 EMERGENCY OVERVIEW :
   OSHA REGULATORY STATUS
 36




---



##### 



POTENTIAL HEALTH EFFECTS
 Inhalation :
 a.
    
    Silicosis Respirable crystalline silica (quartz) can cause silicosis, a
fibrosis (scarring) of the lungs. Silicosis may be progressive; it may lead to disability
and death.b.
    
    Lung Cancer Crystalline silica (quartz) inhaled from occupational
sources is classified as carcinogenic to humans.c.
    
    Tuberculosis Silicosis increases the risk of tuberculosis.d.
    
    Autoimmune and Chronic Kidney Diseases Some studies show excess numbers of
cases of scleroderma, connective tissue disorders, lupus, rheumatoid arthritis, chronic
kidney diseases and end-stage kidney disease in workers exposed to respirable crystalline
silica.e.
    
    Non-Malignant Respiratory Diseases (other than silicosis) Some studies show an
increased incidence in chronic bronchitis and emphysema in workers exposed to respirable
crystalline silica.
 Eye Contact
 Skin Contact
 Ingestion :
 Chronic Effects
 Signs and Symptoms of Exposure
 Medical Conditions Generally Aggravated by Exposure
  SECTION 3  COMPOSITION/INFORMATION ON INGREDIENTS
 Ingredients:
 37




---



##### 



Chemical
    
    
    Typical %,Formula
    
    
    By Weight
    
    
    CAS #Crystalline Silica
(quartz)
    
    SiO2
    
    
    99.0 - 99.9
    
    
    
    14808-60-7Aluminum Oxide
    
    Al2O3
    
    
    < .8
    
    
    
    1344-28-1Iron Oxide
    
    Fe2O3
    
    
    < .1
    
    
    
    1309-37-1Titanium Oxide
    
    TiO2
    
    
    < .1
    
    
    
    13463-67-7
 SECTION 4  FIRST AID MEASURES
 Inhalation
 Eye Contact
 Skin Contact
 Ingestion
 SECTION 5  FIRE FIGHTING MEASURES
  SECTION 6  ACCIDENTAL RELEASE MEASURES
 Spills
 Waste Disposal Method
 SECTION 7  HANDLING AND STORAGE
 Precautions During Handling and Use
   38




---



##### 



Do not use U. S. Silica Company materials for sandblasting
 Precautions During Storage
  
 SECTION 8  EXPOSURE CONTROLS/PERSONAL PROTECTION
 Local Exhaust Ventilation
 Respiratory Protection
 www.cdc.gov/niosh/npptl/topics/respirators
 3 3
 Assignedprotection
    
    Type of Respiratorfactor 1
    
    (Use only NIOSH-certified respirators)10
    
    Any air-purifying elastomeric half-mask respirator equipped with
appropriate type of particulate filter. 2
Appropriate filtering facepiece respirator. 2,3
Any air-purifying full facepiece respirator equipped with appropriate
type of particulate filter.2
 39




---



##### 



Assignedprotection
    
    Type of Respiratorfactor 1
    
    (Use only NIOSH-certified respirators)Any negative pressure (demand) supplied-air respirator equipped with
a half-mask.25
    
    Any powered air-purifying respirator equipped with a hood or helmet
and a high efficiency (HEPA) filter.
Any continuous flow supplied-air respirator equipped with a hood or
helmet.50
    
    Any air-purifying full facepiece respirator equipped with N-100,
R-100, or P-100 filter(s).
Any powered air-purifying respirator equipped with a tight-fitting
facepiece (half or full facepiece) and a high-efficiency filter.
Any negative pressure (demand) supplied-air respirator equipped with
a full facepiece.
Any continuous flow supplied-air respirator equipped with a
tight-fitting facepiece (half or full facepiece).
Any negative pressure (demand) self-contained respirator equipped
with a full facepiece.1,000
    
    Any pressure-demand supplied-air respirator equipped with a half-mask.
 
 1.
    
    The protection offered by a given respirator is contingent upon (1) the respirator user adhering to complete program
requirements (such as the ones required by OSHA in 29CFR1910.134), (2) the use of NIOSH-certified respirators in their approved
configuration, and (3) individual fit testing to rule out those respirators that cannot achieve a good fit on individual workers.2.
    
    Appropriate means that the filter medium will provide protection against the particulate in question.3.
    
    An APF of 10 can only be achieved if the respirator is qualitatively or quantitatively fit tested on individual workers. Exposure Guidelines
 OSHA PEL
    
    ACGIH TLV
    
    NIOSH RELPercentageComponent
    
    CAS No.
    
    (by wt.)
    
    TWA
    
    STEL
    
    TWA
    
    STEL
    
    TWA
    
    STEL
    
    UnitCrystalline Silica
(quartz)
    
    14808-60-7
    
    99.0-99.9
    
    10/% SiO2+2
    
    None
    
    
    .025
    
    
    None
    
    
    .05
    
    
    None
    
    mg/m 3
 one-half
 SECTION 9  PHYSICAL AND CHEMICAL PROPERTIES
 Appearance:
 Boiling Point: °
 Odor:
 40




---



##### 



Vapor Pressure (mm Hg.) :
 Specific Gravity (Water = 1) :
 Vapor Density (Air = 1) :
 Melting Point : °
 Solubility in Water :
 Evaporation Rate (Butyl Acetate = 1) :
 SECTION 10  STABILITY AND REACTIVITY
 Stability
 Incompatibility (Materials to Avoid)
 Hazardous Decomposition or Byproducts
 Hazardous Polymerization
 SECTION 11  TOXICOLOGICAL INFORMATION
  A. SILICOSIS
 silicosis
 Chronic or Ordinary Silicosis (often referred to as Simple Silicosis)
   Accelerated Silicosis
 Acute Silicosis
 B. CANCER
 IARC sufficient evidence  sufficient evidence
 41




---



##### 



carcinogenic to humans Group 1 IARC Monographs on the Evaluation of
Carcinogenic Risks to Humans
 NTP
 OSHA
 C. AUTOIMMUNE DISEASES
 . Environmental Health Perspectives Current Opinion in
Rheumatology
 D. TUBERCULOSIS
 Occupational Lung Disorders Third Edition
 E. KIDNEY DISEASE
 Nephron
 NON-MALIGNANT RESPIRATORY DISEASES
  Sources of information
 NIOSH Hazard Review  Occupational Effects of Occupational Exposure to Respirable
Crystalline Silica NIOSH Hazard Review NIOSH Hazard Review www.cdc.gov/niosh/topics/silica
 SECTION 12  ECOLOGICAL INFORMATION
  42




---



##### 



SECTION 13  DISPOSAL CONSIDERATIONS
 General
 RCRA not et seq
  SECTION 14  TRANSPORT INFORMATION
  SECTION 15  REGULATORY INFORMATION
 UNITED STATES (FEDERAL AND STATE)
 TSCA No.
 RCRA not et seq
 CERCLA not
 Emergency Planning and Community Right to Know Act (SARA Title III) not not
 Clean Air Act
 FDA
 NTP
 OSHA Carcinogen not
 California Proposition 65
 California Inhalation Reference Exposure Level (REL)
 Massachusetts Toxic Use Reduction Act
 43




---



##### 



Pennsylvania Worker and Community Right to Know Act not
 CANADA
 Domestic Substances List
 WHMIS Classification
 OTHER
 EINECS No.
 EEC Label (Risk/Safety Phrases)
 IARC
 Japan MITI:
 Australian Inventory of Chemical Substances:
 National, state, provincial or local emergency planning, community right-to-know or other laws,
regulations or ordinances may be applicableconsult applicable national, state, provincial or
local laws.
 SECTION 16  OTHER INFORMATION
 Hazardous Material Information System (HMIS) :
 Health
    
    
    *Flammability
    
    
    0Reactivity
    
    
    0Protective Equipment
    
    
    E
 
 *
    
    For further information on health effects, see Sections 2 and 11 of this MSDS. National Fire Protection Association (NFPA) :
 Health
    
    
    0Flammability
    
    
    0Reactivity
    
    
    0
 Web Sites with Information about Effects of Crystalline Silica Exposure:
 www.u-s-silica.com
 U. S. SILICA COMPANY DISCLAIMER
 The information and recommendations contained herein are based upon data believed to be correct.
However, no guarantee or warranty of any kind, express or implied, is made with respect to the
information contained herein. We accept no responsibility and disclaim all liability for any
harmful effects that may be caused by purchase, resale, use or exposure to our silica.
Customers-users of silica must comply with all applicable health and safety laws, regulations, and
orders, including the OSHA Hazard Communication Standard.
 44




---



##### 



SPECIFIC TERMS IN THIS AGREEMENT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS
HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS
(* * *).
 EXHIBIT E
 Note: This
Exhibit E is applicable only as provided in Section 2(b)(vi) of the Agreement.
 Purchase and Sale After Ramp-up Period
 Purchase and Sale for all Periods During Term Other Than Ramp-up Period
 Type of Sand
    
    Plant
    
    Amount
    
    Initial Price20/40
    
    Ottawa
    
    * * * Tons per full
Period (with Tons per
month as set forth
below on Exhibit E)*
    
    As set forth on
Exhibit E belowColumbia**
    
    * * * Tons per
full Period (with
Tons per month as set
forth below on
Exhibit E)***
    
    As set forth on
Exhibit E below40/70
    
    Ottawa
    
    * * * Tons per
full Period (with
Tons per month as set
forth below on
Exhibit E)***
    
    As set forth on
Exhibit E below30/50 or 20/40 or 
40/70 or 100
Mesh****
    
    Genoa
    
    * * * Tons**** per
full Period (with
Tons per month as set
forth below on
Exhibit E)***
    
    As set forth on
Exhibit E below16/30
    
    Columbia**
    
    * * * Tons per
full Period (with
Tons per month as set
forth below on
Exhibit E)***
    
    As set forth on
Exhibit E below12/20
    
    Columbia**
    
    * * * Tons per
full Period (with
Tons per month as set
forth below on
Exhibit E)***
    
    As set forth on
Exhibit E belowUSM 65 or 100 Mesh
    
    Pacific or Mill
Creek
    
    * * * Tons per
full Period (with
Tons per month as set
forth below on
Exhibit E)***
    
    As set forth on
Exhibit E below
 
 *
    
    Sellers Right to Substitute 30/50 Sand. Notwithstanding anything herein to the
contrary, at any time or from time to time beginning January 1, 2010 to and including December 31,
2010, Seller shall have the right to substitute up to * * *Tons in the aggregate of 30/50 Sand
in lieu of 20/40 Sand that would otherwise be required, absent this right to substitute, to be
provided from the Ottawa Plant, in accordance with this Exhibit E.**
    
    Sand produced from the Columbia plant does not meet API-specifications. 45




---



##### 



SPECIFIC TERMS IN THIS AGREEMENT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS
HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS
(* * *).
 
 ***
    
    Or such lesser or greater amount that Buyer may elect by advance notice to Seller, subject in
all cases to availability of the applicable Sand, provided that (i) no such amount for any grade of
Sand shall vary (upward or downward) by more than thirty percent (30%) individually or in the
aggregate at any time and (ii) in the aggregate, Buyer shall purchase * * *Tons of 20/40 Sand
from the Columbia Plant, 40/70 Sand, 30/50 Sand, 16/30 Sand, 12/20 Sand, 100 Mesh Sand and USM 65
Sand, at the respective Purchase Price, per full Period.****
    
    Subject in all cases to availability of the applicable Sand.  1st quarter
    
    2nd quarter
    
    3rd quarter
    
    
    
    
    
    4th quarterProduct
    
    January
    
    February
    
    March
    
    April
    
    May
    
    June
    
    July
    
    August
    
    September
    
    October
    
    November
    
    December
    
    Total20/40
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *20/40 C*
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *40/70
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *30/50 G
or 20/40 G
or 40/70 G
or 100 Mesh G
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *16/30 C *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *12/20 C *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *USM 65
or 100 Mesh
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *
    
    *
    *
    *TOTAL
 Exhibit E Exhibit E
 46




---



##### 



*
    
    Sand produced from the Columbia plant does not meet API-specifications. 47




---



##### 



SPECIFIC TERMS IN THIS AGREEMENT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS
HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS
(* * *).
 Purchase and Sale During Ramp-up Period
 Purchase and Sale for all Periods During Ramp-up Period
 Type of Sand
    
    Plant
    
    Amount
    
    Initial Price20/40
    
    Ottawa
    
    As set forth below on Exhibit E
    
    As set forth below on Exhibit EColumbia*
    
    As set forth below on Exhibit E**
    
    As set forth below on Exhibit E40/70
    
    Ottawa
    
    As set forth below on Exhibit E**
    
    As set forth below on Exhibit E30/50 or 20/40 or
40/70 or 100 Mesh
    
    Genoa
    
    As set forth below on Exhibit E**
    
    As set forth below on Exhibit E16/30
    
    Columbia*
    
    As set forth below on Exhibit E**
    
    As set forth below on Exhibit E12/20
    
    Columbia*
    
    As set forth below on Exhibit E**
    
    As set forth below on Exhibit EUSM 65 or 100 Mesh
    
    Pacific or Mill
Creek
    
    As set forth below on Exhibit E**
    
    As set forth below on Exhibit E
 
 *
    
    Sand produced from the Columbia plant does not meet API-specifications.**
    
    Or such lesser or greater amount that Buyer may elect by advance notice to Seller, subject in
all cases to availability of the applicable Sand, provided that (i) no such amount for any grade of
Sand shall vary (upward or downward) by more than thirty percent (30%) individually or in the
aggregate at any time and (ii) in the aggregate, Buyer shall purchase 200,000 Tons of 20/40 Sand
from the Columbia Plant, 40/70 Sand, 30/50 Sand, 16/30 Sand, 12/20 Sand, 100 Mesh Sand and USM 65
Sand, at the respective Purchase Price, per full Period. Ramp-up Schedule
 2008Product
    
    November
    
    December
    
    2008 Total20/40
    
    
    * * *
    
    
    
    * * *
    
    
    
    * * *20/40C *
    
    
    0
    
    
    
    0
    
    
    
    020/40G
    
    
    0
    
    
    
    0
    
    
    
    040/70
    
    
    0
    
    
    
    0
    
    
    
    040/70G
    
    
    0
    
    
    
    0
    
    
    
    030/50
    
    
    0
    
    
    
    0
    
    
    
    030/70
    
    
    0
    
    
    
    0
    
    
    
    0100 Mesh
    
    
    0
    
    
    
    0
    
    
    
    0100 Mesh Hydro
    
    
    0
    
    
    
    0
    
    
    
    0100 Mesh G
    
    
    0
    
    
    
    0
    
    
    
    016/30
    
    
    0
    
    
    
    0
    
    
    
    016/30G
    
    
    0
    
    
    
    0
    
    
    
    012/20
    
    
    0
    
    
    
    0
    
    
    
    0USM65 (4070 sub)
    
    
    0
    
    
    
    0
    
    
    
    0TOTAL
    
    
    * * *
    
    
    
    * * *
    
    
    
    * * *
 48




---



##### 



SPECIFIC TERMS IN THIS AGREEMENT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS
HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS
(* * *).
  20091st quarter
    
    2nd quarter
    
    3rd quarter
    
    4th quarter
    
    2009Product
    
    January
    
    February
    
    March
    
    April
    
    May
    
    June
    
    July
    
    August
    
    September
    
    October
    
    November
    
    December
    
    Total20/40
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *20/40 C*
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *40/70
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *30/50 G
or 20/40 G
or 40/70 G
or 100 Mesh G
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *16/30 C *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *12/20 C *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *USM 65
or 100 Mesh
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *
    
    
    * *
    *TOTAL
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    * *
    *
 Exhibit E Exhibit E
 
 *
    
    Sand produced from the Columbia plant does not meet API-specifications. 49




---



##### 



SPECIFIC TERMS IN THIS AGREEMENT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS
HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS
(* * *).
 Purchase Price Schedule
 Type of Sand
    
    Plant
    
    Initial Price20/40
    
    Ottawa
    
    * * *Columbia**
    
    * * *40/70
    
    Ottawa or Genoa
    
    * * *100 Mesh
    
    Genoa
    
    * * *30/50 or 20/40
    
    Genoa
    
    * * *16/30
    
    Columbia**
    
    * * *12/20
    
    Columbia**
    
    * * *USM 65 or 100 Mesh
    
    Pacific or Mill Creek
    
    * * *
 
 *
    
    Notwithstanding the Initial Price set forth above, the initial price for 20/40 Sand from the
Ottawa Plant shall be * * *per Ton solely from the Effective Date until December 31, 2009.
Effective from and after January 1, 2010, the price for 20/40 Sand from the Ottawa Plant shall be
(i) * * *per Ton plus (ii) the amount of the upward adjustment(s) determined pursuant to this
Exhibit E assuming the initial price had been * * *on the Effective Date.**
    
    Sand produced from the Columbia plant does not meet API-specifications  50