EX-10.10



 Exhibit 10.10 

CREDIT AGREEMENT 
 dated
as of December 1, 2016 
 among 

SOLARIS OILFIELD INFRASTRUCTURE, LLC, 

The Lenders From Time to Time Party Hereto 

and 
 WOODFOREST
NATIONAL BANK, 
 as Administrative Agent 







 TABLE OF CONTENTS 

 

					
	 	  	Page	 
	 ARTICLE I Definitions
	  	 	1	 
	 SECTION 1.01 Defined Terms
	  	 	1	 
	 SECTION 1.02 Classification of Loans and Borrowings
	  	 	25	 
	 SECTION 1.03 Terms Generally
	  	 	25	 
	 SECTION 1.04 Accounting Terms; GAAP
	  	 	25	 
	 ARTICLE II The Credits
	  	 	26	 
	 SECTION 2.01 Commitments
	  	 	26	 
	 SECTION 2.02 Loans and Borrowings
	  	 	26	 
	 SECTION 2.03 Requests for Borrowings
	  	 	27	 
	 SECTION 2.04 Letters of Credit
	  	 	27	 
	 SECTION 2.05 Funding of Borrowings
	  	 	32	 
	 SECTION 2.06 [Intentionally Left Blank]
	  	 	32	 
	 SECTION 2.07 Termination and Reduction and Increase of Commitments
	  	 	32	 
	 SECTION 2.08 Repayment of Loans; Evidence of Debt
	  	 	34	 
	 SECTION 2.09 Amortization of Advance Loans
	  	 	34	 
	 SECTION 2.10 Prepayment of Loans
	  	 	35	 
	 SECTION 2.11 Fees
	  	 	36	 
	 SECTION 2.12 Interest
	  	 	37	 
	 SECTION 2.13 [Intentionally Left Blank]
	  	 	38	 
	 SECTION 2.14 [Intentionally Left Blank]
	  	 	38	 
	 SECTION 2.15 [Intentionally Left Blank]
	  	 	38	 
	 SECTION 2.16 Taxes
	  	 	38	 
	 SECTION 2.17 Payments Generally; Pro Rata Treatment; Sharing of
Set-offs
	  	 	42	 
	 SECTION 2.18 Mitigation Obligations; Replacement of Lenders
	  	 	44	 
	 SECTION 2.19 [Intentionally Left Blank]
	  	 	45	 
	 SECTION 2.20 Defaulting Lender
	  	 	45	 
	 ARTICLE III Representations and Warranties
	  	 	47	 
	 SECTION 3.01 Organization; Powers
	  	 	47	 
	 SECTION 3.02 Authorization; Enforceability
	  	 	47	 
	 SECTION 3.03 Governmental Approvals; No Conflicts
	  	 	47	 
	 SECTION 3.04 Financial Condition
	  	 	48	 
	 SECTION 3.05 Properties
	  	 	48	 
	 SECTION 3.06 Litigation and Environmental Matters
	  	 	48	 
	 SECTION 3.07 Compliance with Laws and Agreements
	  	 	49	 
	 SECTION 3.08 Investment Company Status
	  	 	49	 
	 SECTION 3.09 Taxes
	  	 	49	 
	 SECTION 3.10 ERISA
	  	 	49	 
	 SECTION 3.11 Disclosure
	  	 	49	 
	 SECTION 3.12 Subsidiaries
	  	 	50	 
	 SECTION 3.13 Insurance
	  	 	50	 
	 SECTION 3.14 Labor Matters
	  	 	50	 
	 SECTION 3.15 Solvency
	  	 	50	 
	 SECTION 3.16 Material Property Subject to Security Documents
	  	 	50	 
	 SECTION 3.17 Property of Foreign Subsidiaries
	  	 	51	 


  
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 TABLE OF CONTENTS 

 

					
	 	  	Page	 
	 SECTION 3.18 Anti-Corruption Laws and Sanctions
	  	 	51	 
	 ARTICLE IV Conditions
	  	 	51	 
	 SECTION 4.01 Effective Date
	  	 	51	 
	 SECTION 4.02 Advance Loans
	  	 	53	 
	 SECTION 4.03 Each Credit Event
	  	 	54	 
	 ARTICLE V Affirmative Covenants
	  	 	54	 
	 SECTION 5.01 Financial Statements and Other Information
	  	 	54	 
	 SECTION 5.02 Notices of Material Events
	  	 	55	 
	 SECTION 5.03 Information Regarding Borrower
	  	 	56	 
	 SECTION 5.04 Existence; Conduct of Business
	  	 	57	 
	 SECTION 5.05 Payment of Obligations
	  	 	57	 
	 SECTION 5.06 Maintenance of Properties
	  	 	57	 
	 SECTION 5.07 Insurance
	  	 	57	 
	 SECTION 5.08 Casualty and Condemnation
	  	 	57	 
	 SECTION 5.09 Books and Records; Inspection and Audit Rights
	  	 	58	 
	 SECTION 5.10 Compliance with Laws
	  	 	58	 
	 SECTION 5.11 Use of Proceeds and Letters of Credit
	  	 	58	 
	 SECTION 5.12 Further Assurances
	  	 	58	 
	 SECTION 5.13 Financial Covenants
	  	 	59	 
	 SECTION 5.14 Primary Banking Relationships
	  	 	59	 
	 SECTION 5.15 Accuracy of Information
	  	 	59	 
	 SECTION 5.16 Deferred Capital Call
	  	 	59	 
	 SECTION 5.17 Post Closing Obligations
	  	 	59	 
	 ARTICLE VI Negative Covenants
	  	 	60	 
	 SECTION 6.01 Indebtedness; Certain Equity Securities
	  	 	60	 
	 SECTION 6.02 Liens
	  	 	60	 
	 SECTION 6.03 Fundamental Changes
	  	 	61	 
	 SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions
	  	 	61	 
	 SECTION 6.05 Asset Sales
	  	 	62	 
	 SECTION 6.06 Sale and Leaseback Transactions
	  	 	63	 
	 SECTION 6.07 Swap Agreements
	  	 	63	 
	 SECTION 6.08 Restricted Payments
	  	 	63	 
	 SECTION 6.09 Transactions with Affiliates
	  	 	63	 
	 SECTION 6.10 Restrictive Agreements
	  	 	63	 
	 SECTION 6.11 Amendment of Material Documents
	  	 	64	 
	 SECTION 6.12 Additional Subsidiaries
	  	 	64	 
	 SECTION 6.13 [Intentionally Left Blank]
	  	 	64	 
	 SECTION 6.14 [Intentionally Left Blank]
	  	 	64	 
	 SECTION 6.15 Property of Foreign Subsidiaries
	  	 	64	 
	 SECTION 6.16 Anti-Corruption Laws and Sanctions
	  	 	64	 
	 SECTION 6.17 Acquisitions
	  	 	65	 
	 SECTION 6.18 Inactive Subsidiary
	  	 	66	 
	 ARTICLE VII Events of Default
	  	 	66	 
	 ARTICLE VIII The Administrative Agent
	  	 	68	 


  
 ii 








 TABLE OF CONTENTS 

 

					
	 	  	Page	 
	 ARTICLE IX Miscellaneous
	  	 	70	 
	 SECTION 9.01 Notices
	  	 	70	 
	 SECTION 9.02 Waivers; Amendments
	  	 	72	 
	 SECTION 9.03 Expenses; Indemnity; Damage Waiver
	  	 	74	 
	 SECTION 9.04 Successors and Assigns
	  	 	75	 
	 SECTION 9.05 Survival
	  	 	79	 
	 SECTION 9.06 Counterparts; Integration; Effectiveness; Electronic Execution
	  	 	80	 
	 SECTION 9.07 Severability
	  	 	80	 
	 SECTION 9.08 Right of Setoff
	  	 	81	 
	 SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of Process
	  	 	81	 
	 SECTION 9.10 WAIVER OF JURY TRIAL
	  	 	82	 
	 SECTION 9.11 Headings
	  	 	82	 
	 SECTION 9.12 Interest Rate Limitation
	  	 	82	 
	 SECTION 9.13 Keepwell
	  	 	83	 
	 SECTION 9.14 Patriot Act
	  	 	83	 

 SCHEDULES AND EXHIBITS: 

Exhibit A — Assignment and Assumption 

Exhibit B — Compliance Certificate 

Exhibit C-1 — Revolving Note 

Exhibit C-2 — Advance Loan Note 

Exhibit D — Borrowing Base Certificate 

Exhibit E — U.S. Tax Compliance Certificate 

Schedule 2.01A — Commitments 

Schedule 2.01B — Letter of Credit Commitment 

Schedule 3.12 — Subsidiaries 

Schedule 6.01 — Existing Indebtedness 

Schedule 6.02 — Existing Liens 

Schedule 6.04 — Existing Investments 

  
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 CREDIT AGREEMENT 

CREDIT AGREEMENT (as amended, modified, restated, supplemented and in effect from time to time, herein called this
“Agreement”) dated as of December 1, 2016 (the “Effective Date”), among SOLARIS OILFIELD INFRASTRUCTURE, LLC, a Delaware limited liability company, the LENDERS party hereto, and WOODFOREST NATIONAL BANK, as
Administrative Agent for the Lenders. In consideration of the mutual promises contained in this Agreement, and for other good and valuable consideration, the receipt of which are hereby acknowledged, the parties hereto agree as follows: 

ARTICLE I 
 Definitions 

SECTION 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 

“Accounts” shall have the meaning assigned to it in the Uniform Commercial Code enacted in the State of Texas. 

“Acquisition” means any transaction, or any series of related transactions, consummated on or after the date of this
Agreement, by which any Loan Party (i) acquires any going business or all or substantially all of the assets of any Person, or division thereof, whether through the purchase of assets, merger or otherwise or (ii) directly or indirectly
acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than
securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company. 

“Additional Collateral” shall have the meaning ascribed to such term in Section 5.03(b) hereof. 

“Additional Collateral Event” shall have the meaning ascribed to such term in Section 5.03(b) hereof. 

“Adjusted LIBO Rate” means an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to
(a) the LIBO Rate multiplied by (b) the Statutory Reserve Rate. 
 “Administrative Agent” means Woodforest
National Bank, in its capacity as administrative agent for the Lenders hereunder, and its successors in that capacity. 

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent. 

  
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 “Advance Loan Availability Period” means the period from the Effective Date to
but excluding the earlier of December 1, 2017 and the date of termination of the Delayed Draw Loan Commitments. 
 “Advance
Loan Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Advance Loans hereunder, expressed as an amount representing the maximum principal amount of the Advance Loans to be made by such Lender
hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to
Section 9.04. The initial amount of each Lender’s Advance Loan Commitment is set forth on Schedule 2.01A, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Advance Loan
Commitment, as applicable. The initial aggregate amount of the Lenders’ Advance Loan Commitments is $10,000,000. 
 “Advance
Loan Lender” means a Lender with an Advance Loan Commitment or an outstanding Advance Loan. 
 “Advance Loan Maturity
Date” means December 1, 2021. 
 “Advance Loans” means loans made by the Lenders to the Borrower pursuant to
clause (a) of Section 2.01. 
 “Affiliate” means, with respect to a specified Person,
another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 

“Agent Party” has the meaning assigned to it in Section 9.01(d). 

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Loan Party from time to
time concerning or relating to bribery or corruption. 
 “Applicable Percentage” means, with respect to any Revolving
Lender, the percentage of the total Revolving Commitments represented by such Lender’s Revolving Commitment; provided that in the case of Section 2.20 when a Defaulting Lender shall exist, “Applicable
Percentage” shall mean the percentage of the total Revolving Commitments (disregarding any Defaulting Lender’s Revolving Commitment) represented by such Lender’s Revolving Commitment. If the Revolving Commitments have terminated
or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination. 

“Applicable Rate” means, for any day with respect to any Loan or with respect to the commitment fees payable hereunder, as
the case may be, the applicable rate per annum set forth below under the caption “Spread” or “Commitment Fee Rate”, as the case may be, based upon 

  
 2 








 
the Fixed Charge Coverage Ratio as of the most recent determination date; but during the period beginning with the Effective Date and ending June 30, 2017, Category 2 shall be applicable:

  

									
	 Fixed Charge Coverage Ratio
	  	Spread	 	 	Commitment Fee
Rate	 
	 Category 1: less than 1.50 to 1.00
	  	 	5.00	% 	 	 	0.375	% 
	 Category 2: less than 2.00 to 1.00 but greater than or equal to 1.50 to 1.00
	  	 	4.50	% 	 	 	0.30	% 
	 Category 3: less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00
	  	 	4.00	% 	 	 	0.25	% 
	 Category 4: greater than or equal to 2.50 to 1.00
	  	 	3.50	% 	 	 	0.20	% 

 For purposes of the foregoing, (i) the Fixed Charge Coverage Ratio shall be determined as of the end of each fiscal
quarter of the Borrower’s fiscal year based upon the Borrower’s consolidated financial statements delivered pursuant to Sections 5.01(a) or (b) and (ii) each change in the Applicable Rate resulting from a change in the
Leverage Ratio shall be effective during the period commencing on and including the date of delivery to the Administrative Agent of such consolidated financial statements indicating such change and ending on the date immediately preceding the
effective date of the next such change; but the Fixed Charge Coverage Ratio shall be deemed to be in Category 1 at any time that an Event of Default has occurred which is continuing or at the request of the Required Lenders if the Borrower fails to
timely deliver the consolidated financial statements required to be delivered by it pursuant to Sections 5.01(a) or (b), during the period from the deadline for delivery thereof until such consolidated financial statements are
received. 
 “Approved Fund” has the meaning assigned to it in Section 9.04(b). 

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of
any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent. 

“Banking Services” means each and any of the following bank services provided to any Loan Party by any Lender or any of its
Affiliates: (a) commercial credit cards, (b) stored value 

  
 3 








 
cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository
network services). 
 “Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy
or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good
faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by
virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the
jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any
contracts or agreements made by such Person. 
 “Board” means the Board of Governors of the Federal Reserve System of the
United States of America and any successor entity performing similar functions. 
 “Borrower” means SOLARIS OILFIELD
INFRASTRUCTURE, LLC, a Delaware limited liability company. 
 “Borrowing” means Loans of the same Class made,
converted or continued on the same date. 
 “Borrowing Base” means, as at any date, the amount of the Borrowing Base shown
on the Borrowing Base Certificate then most recently delivered pursuant to Section 5.01 hereof, determined by calculating the amount equal to: 

(i) 80% of the Eligible Accounts at said date, plus 

(ii) 50% of the Eligible Inventory/Equipment of Borrower at said date (determined at the lower of cost or market on a
consistent basis). 
 The portion of the Borrowing Base attributable to Eligible Inventory/Equipment shall not exceed fifty percent (50%) of the entire
Borrowing Base. In the absence of a current Borrowing Base Certificate, Administrative Agent shall determine the Borrowing Base from time to time in its reasonable discretion, taking into account all information reasonably available to it, and the
Borrowing Base from time to time so determined shall be the Borrowing Base for all purposes of this Agreement until a current Borrowing Base Certificate is furnished to and accepted by Administrative Agent. 

  
 4 








 “Borrowing Base Certificate” means a certificate, duly executed by an
appropriate officer or other responsible party acceptable to Administrative Agent on behalf of Borrower, appropriately completed and in substantially the form of Exhibit D hereto. Each Borrowing Base Certificate shall be effective only as
accepted by Administrative Agent (and with such revisions, if any, as Administrative Agent may require as a condition to such acceptance). 

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with
Section 2.03. 
 “Business Day” means any day that is not a Saturday, Sunday or other day on
which commercial banks in Houston, Texas are authorized or required by law to remain closed. 
 “Capital Expenditures”
means, for any period, (a) the additions to property, plant and equipment and other capital expenditures of the Borrower and its consolidated Subsidiaries that are (or would be) set forth in a consolidated statement of cash flows of Borrower
for such period prepared in accordance with GAAP and (b) Capital Lease Obligations incurred by the Borrower and its consolidated Subsidiaries during such period, but excluding expenditures for the restoration, repair or replacement of any fixed
or capital asset which was destroyed or damaged, in whole or in part, to the extent financed by the proceeds of an insurance policy maintained by such Person. 

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease
of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the
amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. 
 “Ceiling Rate”
means, on any day, the maximum nonusurious rate of interest permitted for that day by whichever of applicable federal or Texas (or any jurisdiction whose usury laws are deemed to apply to the Notes or any other Loan Documents despite the intention
and desire of the parties to apply the usury laws of the State of Texas) laws permits the higher interest rate, stated as a rate per annum. On each day, if any, that the Texas Finance Code establishes the Ceiling Rate, the Ceiling Rate shall be the
“weekly ceiling” (as defined in the Texas Finance Code) for that day. Administrative Agent may from time to time, as to current and future balances, implement any other ceiling under the Texas Finance Code by notice to the Borrower, if and
to the extent permitted by the Texas Finance Code. Without notice to the Borrower or any other Person, the Ceiling Rate shall automatically fluctuate upward and downward as and in the amount by which such maximum nonusurious rate of interest
permitted by applicable law fluctuates. 
 “Change in Control” means any events or circumstances which result in
(i) the ownership by the Borrower of less than 100% of the Equity Interests in and to each Subsidiary of the Borrower, (ii) the ownership of less than 70% of the Equity Interests in and to the Borrower by


  
 5 








 
Yorktown Energy Partners X, L.P., Loadcraft Site Services, LLC, William A. Zartler and Solaris Energy Capital (in the aggregate), (iii) the ownership of less than 46% of the Equity Interests in
and to the Borrower by Yorktown Energy Partners X, L.P., (iv) the direct or indirect ownership of less than 10% of the Equity Interests in and to the Borrower by William A. Zartler, (v) the direct or indirect ownership of less than 32% of the
Equity Interests in and to each of Loadcraft Site Services, LLC by William A. Zartler, or (vi) the direct or indirect ownership of less than 100% of the Equity Interests in and to Solaris Energy Capital by William A. Zartler. 

“Change in Law” means the occurrence after the date of this Agreement or, with respect to any Lender, such later date on
which such Lender becomes a party to this Agreement, of (a) the adoption of or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the interpretation or application thereof by
any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) of any Governmental Authority after the date of this Agreement; provided that, notwithstanding anything
herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to
be a “Change in Law,” regardless of the date enacted, adopted or issued. 
 “Class”, when used in reference to
any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Advance Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment or Advance
Loan Commitment. 
 “Code” means the Internal Revenue Code of 1986, as amended from time to time. 

“Collateral” means any and all “Collateral”, as defined in any applicable Security Document. The Collateral shall
not include any Excluded Assets. 
 “Commitment” means a Revolving Commitment or the Advance Loan Commitment, or any
combination thereof (as the context requires). 
 “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C.
§1 et seq.), as amended from time to time, and any successor statute. 
 “Communications” has the meaning assigned to
it in Section 9.01(d). 
 “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by
net income (however denominated) or that are franchise Taxes or branch profits Taxes. 

  
 6 








 “Contribution Agreement” means that certain Contribution Agreement dated
concurrently herewith by and among Borrower and the current Domestic Subsidiaries of Borrower, as the same may be amended, modified, supplemented and restated (and joined in pursuant to a joinder agreement) from time to time. 

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. 

“Credit Party” means the Administrative Agent, the Issuing Bank or any other Lender. 

“Debt Service” means the sum of (i) Interest Expense and (ii) scheduled principal payments on Indebtedness for the
applicable period, determined in each case on a consolidated basis for Borrower and its Subsidiaries. 
 “Default” means
any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. 

“Defaulting Lender” means any Lender that (a) has failed, within two (2) Business Days of the date required to be
funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of
clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the
particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations
under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default,
if any) cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by a Credit Party, acting in good faith, to provide a certification in
writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit under this Agreement,
provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or
(d) has become the subject of a Bankruptcy Event. 
 “Deferred Capital Call” means a resolution approved by the board
of directors of the Borrower which allows the Borrower to require equity contributions to be made in an aggregate amount equal to $6,000,000, with the Borrower having discretion over the timing of the actual cash call. The Administrative Agent may
require the Borrower to exercise the right to require such capital contributions upon the occurrence (and during the continuance) of an Event of 

  
 7 








 
Default. The Deferred Capital Call shall also include a written commitment to the Borrower by Yorktown Energy Partners X, L.P., in form acceptable to the Administrative Agent, whereby Yorktown
Energy Partners X, L.P. agrees to fund its share (which share shall be approximately $5,052,000) of the required capital call by wire transfer of the funds to an account of the Borrower maintained at Woodforest National Bank. 

“dollars” or “$” refers to lawful money of the United States of America. 

“Domestic Subsidiary” shall mean any Subsidiary of Borrower that is not a Foreign Subsidiary. 

“EBITDA” means, without duplication, for any period the consolidated net earnings (excluding any extraordinary, unusual or non-recurring gains, losses or expenses) of the Borrower and its Subsidiaries plus, to the extent deducted in calculating consolidated net income, depreciation, amortization, other non-cash items, Interest Expense, federal and state income tax expense (or Permitted Tax Distributions) (including Texas margin tax or gross receipts taxes), management fees and costs, fees and expenses related to
the Transactions in an aggregate amount not exceeding $150,000 and minus, to the extent added in calculating consolidated net income, any non-cash items. 

“Electronic Signature” means an electronic signature attached to, a contract and adopted by a person with the intent to sign,
authenticate or accept such contract or record. 
 “Electronic System” means any electronic system, including e-mail, e-fax, IntraLinks®, ClearPar®, Debt Domain, Syndtrak
and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent or the Issuing Bank and any of its respective Related Parties or any other Person, providing for access to data
protected by passcodes or other security system. 
 “Eligible Accounts” means, as at any date of determination thereof,
each Account (which is subject to a Security Document and on which Administrative Agent shall have a first-priority perfected Lien subject only to Permitted Encumbrances) which is at said date payable to Borrower or any of its Subsidiaries and which
complies with the following requirements: (a) the Account arose from performance of services which have been fully and satisfactorily performed in all material respects or from the sale of goods in which the Account obligee had the sole and
complete ownership which have been sold to the Account debtor on an absolute sale basis on open account and not on consignment, on approval or on a “sale or return” basis or subject to any other repurchase or return agreement (evidencing
which the Account obligee or Administrative Agent has possession of shipping and delivery receipts); (b) no material part of any goods giving rise to the Account has been returned, rejected, lost or damaged; (c) the Account arose in the
ordinary course of business of the obligee thereon, is stated to be payable in lawful money of the United States and is not evidenced by chattel paper or an instrument of any kind and no notice of bankruptcy, insolvency or financial embarrassment of
the Account debtor has been received by the Account obligee, Administrative Agent or any Lender; (d) the applicable Account debtor is 

  
 8 








 
not a foreign country or any subdivision or agency or department thereof or located outside of the United States and the Account is not subject to the Federal Assignment of Claims Act;
(e) the Account is a valid obligation of the Account debtor thereunder and is not subject to any offset, counterclaim, allowance, adjustment or other defense on the part of such Account debtor or to any claim, dispute, objection or complaint on
the part of such Account debtor denying liability thereunder (other than discounts for prompt payment shown on the applicable invoice and disclosed to Administrative Agent in writing); (f) the Account is subject to no Lien whatsoever, except for the
Liens created pursuant to the Security Documents and Permitted Encumbrances; (g) the Account is evidenced by an invoice; (h) the Account is due not more than 60 days after the date of invoice, has been billed within 30 days after shipment
of the applicable goods or performance of the applicable services and has not remained unpaid for more than 90 calendar days after the date of the applicable invoice; (i) the Account has not arisen out of transactions with any Loan Party, any
Affiliate of a Loan Party or an employee, officer, agent, director, stockholder, partner, trustee or other owner or holder of any indicia of equity rights (whether issued and outstanding capital stock, partnership interests or otherwise) of any Loan
Party or any Affiliate of any Loan Party; (j) each of the representations and warranties set forth in the Security Documents with respect to such Account is true and correct in all material respects; (k) not more than 20% of all of the
Accounts of the applicable Account debtor or any of its Affiliates fail to satisfy all of the requirements of an “Eligible Account”, and (l) Administrative Agent has not deemed such Account ineligible because of uncertainty about the
creditworthiness of the Account debtor or because Administrative Agent otherwise reasonably considers the collateral value thereof to be impaired or its ability to realize such value to be insecure. In the event the aggregate Eligible Accounts owed
to Borrower or any of its Subsidiaries by a particular Account debtor or any Affiliate of such Account debtor shall exceed 20% (the “Maximum Single Account Debtor Percentage”) of the total Eligible Accounts of Borrower and its
Subsidiaries, that portion of such Eligible Accounts in excess of the Maximum Single Account Debtor Percentage shall be excluded from the term “Eligible Account”. In the event of any dispute under the foregoing criteria about whether an
Account is or has ceased to be an Eligible Account, the decision of Administrative Agent shall be conclusive and binding, absent manifest error. Nothing in this definition of “Eligible Accounts” shall be construed to limit or release any
right of Administrative Agent to any Collateral. 
 “Eligible Inventory/Equipment” means, as at any date of determination
thereof, raw materials (steel, etc), new/unused generators, -axles, tires, motors, -sand system computers and finished goods not yet in the rental fleet which is subject to the Security Documents and on which Administrative Agent shall have a
first-priority perfected Lien (subject only to Permitted Encumbrances) and which complies with the following requirements: (a) the applicable Inventory/Equipment shall be valued in accordance with GAAP and shall be within the United States of
America; (b) the applicable Inventory/Equipment is in good condition, meets all standards imposed by any Governmental Authority having regulatory authority over it, its use and/or sale or lease and is either currently usable or currently
salable or leaseable in the normal course of business of the owner thereof; (c) the applicable Inventory/Equipment is in the possession of the Loan Party granting a Lien thereon, and not in the possession or control of any warehouseman, bailee
or any agent (unless such Loan Party has delivered a waiver or 

  
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subordination agreement relating to any such Inventory/Equipment held by a warehouseman, bailee or agent in form and substance reasonably acceptable to the Administrative Agent); (d) each of the
representations and warranties set forth in the Security Documents with respect to such Inventory/Equipment is true and correct in all material respects on such date, and (e) Administrative Agent has not deemed such Inventory/Equipment
ineligible because Administrative Agent reasonably considers the collateral value thereof to be impaired or its ability to realize such value to be insecure. The term “Eligible Inventory/Equipment” shall not include any Inventory or
Equipment which has either been received by a customer, even if on a consignment or “sale or return” basis, or as to which title has passed from the owner thereof. In the event of any dispute under the foregoing criteria about whether a
portion of any Inventory or Equipment is or has ceased to be Eligible Inventory/Equipment, the decision of Administrative Agent shall be conclusive and binding, absent manifest error. Nothing in this definition of “Eligible
Inventory/Equipment” shall be construed to limit or release any right of Administrative Agent to any Collateral. 

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices
or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters. 
 “Environmental Liability” means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any other Loan Party directly or indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 

“Equipment” shall have the meaning assigned to it in the Uniform Commercial Code enacted in the State of Texas. 

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company,
beneficial interests in a trust or other equity ownership interests in a Person, or any warrants, options or other rights to acquire such interests. 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. 

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower or any other
Loan Party, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code. 

  
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 “ERISA Event” means (a) any “reportable event”, as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the existence with respect to any Plan of a failure to make the “minimum required
contribution” (as defined in Section 430 of the Code or Section 303 of ERISA), or of an “accumulated funding deficiency” (as defined in Section 431 of the Code or Section 304 of ERISA), whether or not waived;
(c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any other Loan Party or any of
their ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any other Loan Party or any of their ERISA Affiliates from the PBGC or a plan administrator of any
notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any other Loan Party or any of their ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any other Loan Party or any of their ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from the Borrower or any
other Loan Party or any of their ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA. 
 “Event of Default” has the meaning assigned to such term in Article VII. 

“Excluded Assets” means (i) all leasehold estates with respect to office space used by Borrower or any of its
Subsidiaries, (ii) motor vehicles having an aggregate book value of not greater than $1,250,000, (iii) “commercial tort claims” (as that term is defined in the UCC) having an aggregate book value of not greater than $100,000, (iv) the
outstanding Equity Interests in each Foreign Subsidiary which is owned directly by Borrower or any of its Domestic Subsidiaries in excess of 66% of issued and outstanding Equity Interests of such Foreign Subsidiary (or such greater percentage that
would not, in the good faith determination of the Borrower, reasonably be expected to result in adverse tax consequences), (v) any property owned by any Foreign Subsidiary (unless a Lien on such property securing the Obligations would not, in the
good faith determination of the Borrower, reasonably be expected to result in adverse tax consequences), (vi) any property with respect to which the Borrower and Administrative Agent reasonably determine, in writing, that the cost or other
consequence of obtaining a Lien thereon or perfection thereof is excess in relation to the benefit to the Secured Party of the security to be afforded thereby, and (vii) any item of general intangibles that is now or hereafter held by Borrower
or any of its Subsidiaries but only to the extent that such item of general intangibles (or any agreement evidencing such item of general intangibles) contains a term, provision or other contractual obligation or is subject to a rule of law, statute
or regulation that restricts, prohibits, or requires a consent (that has not been obtained) of a Person (other than Borrower or any of its Subsidiaries) to, the grant, creation, attachment or perfection of the security interest granted in the
Security Documents, and any such restriction, prohibition and/or requirement of consent is effective and enforceable under applicable law and is not rendered ineffective by applicable law (including, without limitation, pursuant to Sections 9.406,
9.407, 9.408 or 9.409 of the UCC, and any successor provision thereto). 

  
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 “Excluded Swap Obligation” means, with respect to any Loan Party, any Swap
Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the
Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (a) by virtue of such Loan Party’s failure for any reason to constitute an
“eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Loan Party or the grant of such security interest becomes or would become effective with respect to
such Swap Obligation or (b) in the case of a Swap Obligation subject to a clearing requirement pursuant to Section 2(h) of the Commodity Exchange Act (or any successor provision thereto), because such Loan Party is a “financial
entity,” as defined in Section 2(h)(7)(C)(i) the Commodity Exchange Act (or any successor provision thereto), at the time the Guarantee of such Loan Party or the grant by such Loan Party of a security interest becomes or would become effective
with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Loan
Party or security interest is or becomes illegal. 
 “Excluded Taxes” any of the following Taxes imposed on or with respect
to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of
such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are
Other Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a
law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.18(b)) or (ii) such Lender changes
its lending office, except in each case to the extent that, pursuant to Section 2.16, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the
applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.16(f) and (d) any
U.S. Federal withholding Taxes imposed under FATCA. 
 “FATCA” means Sections 1471 through 1474 of the Code, as of the date
of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to
Section 1471(b)(1) of the Code. 

  
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 “Federal Funds Effective Rate” means, for any day, the rate calculated by the
NYFRB based on such day’s federal funds transactions by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB
as the federal funds effective rate. 
 “Financial Officer” means the chief financial officer, principal accounting
officer, treasurer or controller of the Borrower. 
 “Fixed Charge Coverage Ratio” means, as of any day, the ratio of
(a) EBITDA for the 12 months ending on such date minus cash federal and state income tax expense (or Permitted Tax Distributions) for such period and minus maintenance Capital Expenditures for such period to (b) Debt Service
for such 12-month period, determined in each case on a consolidated basis for Borrower and its Subsidiaries. For any determination of the Fixed Charge Coverage Ratio prior to June 30, 2017, each of the
components of the Fixed Charge Coverage Ratio shall be calculated on an annualized basis using information available from and after June 1, 2016 through and including the date of determination. 

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than the United States of America,
a State thereof or the District of Columbia. 
 “Foreign Subsidiaries” means Subsidiaries of Borrower which are organized
under the laws of a jurisdiction other than the United States of America, any State of the United States or any political subdivision thereof. 

“GAAP” means generally accepted accounting principles in the United States of America. 

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining
to government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the
Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing). 

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor
guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor,
direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment
thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment 

  
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thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for
collection or deposit in the ordinary course of business. 
 “Guarantors” means each Domestic Subsidiary of the Borrower
now or hereafter existing (and such Foreign Subsidiaries in respect of which the execution of a Guaranty would not, in the good faith determination of the Borrower, reasonably be expected to result in adverse tax consequences). 

“Guaranty” means that certain Guaranty dated concurrently herewith executed by Guarantors in favor of the Administrative
Agent and any and all other guaranties now or hereafter executed in favor of the Administrative Agent relating to the Obligations hereunder and the other Loan Documents, as any of them may from time to time be amended, modified, restated or
supplemented. 
 “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic
substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature
regulated pursuant to any Environmental Law. 
 “Inactive Subsidiary” means Solaris Oilfield Personnel, LLC, a Delaware
limited liability company. 
 “Indebtedness” of any Person means, without duplication, (a) all obligations of such
Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of
such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current
Accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent
or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person
shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with
such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. 

  
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 “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on
or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a) hereof, Other Taxes. 

“Ineligible Institution” has the meaning assigned to it in Section 9.04(b). 

“Interest Expense” means, for any period, total interest expense accruing on Indebtedness of the Borrower and its
Subsidiaries, on a consolidated basis, during such period (including interest expense attributable to Capital Lease Obligations and amounts attributable to interest incurred under Swap Agreements), determined in accordance with GAAP. 

“Interest Payment Date” means the 5th day of each calendar month (commencing on January 5, 2017). 

“Inventory” shall have the meaning assigned to it in the Uniform Commercial Code enacted in the State of Texas. 

“IRS” means the United States Internal Revenue Service. 

“Issuing Bank” means Woodforest National Bank, in its capacity as the issuer of Letters of Credit hereunder, and its
successors in such capacity as provided in Section 2.04(i). The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank”
shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. 
 “LC Disbursement” means a
payment made by the Issuing Bank pursuant to a Letter of Credit. 
 “LC Exposure” means, at any time, the sum of
(a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure
of any Revolving Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time. 
 “Lender
Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary. 

“Lenders” means the Persons listed on Schedule 2.01A and any other Person that shall have become a party hereto
pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Issuing Bank. 

“Letter of Credit” means any letter of credit issued pursuant to this Agreement. 

  
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 “Letter of Credit Commitment” means the commitment of the Issuing Bank to issue
Letters of Credit hereunder. The initial amount of the Issuing Bank’s Letter of Credit Commitment is set forth on Schedule 2.01B. 

“Leverage Ratio” means, as of any day, the ratio of (a) Indebtedness as of such date to (b) EBITDA for the 12
months then ended, determined in each case on a consolidated basis for Borrower and its Subsidiaries. For any determination of the Leverage Ratio prior to June 30, 2017, EBITDA shall be calculated on an annualized basis using information
available from and after June 1, 2016 through and including the date of determination. 
 “LIBO Rate” means, for any
day, an interest rate equal to the one (1) month London interbank offered rate as administered by the ICE Benchmark Administration (or any Person that takes over administration of such rate) for deposits for such LIBOR Borrowing that appears on
the Reuters Screen LIBO Page (or any page that can reasonably be considered a replacement page) (such applicable rate being called the “LIBO Screen Rate”) at approximately 11:00 a.m., London time, on such day. If no LIBO Screen Rate
shall be available on any applicable day, The Administrative Agent shall determine the LIBO Screen Rate and such determination shall be conclusive absent manifest error. Notwithstanding the foregoing, if the LIBO Screen Rate shall be less than zero,
such rate shall be deemed zero for the purposes of this note. 
 “Lien” means, with respect to any asset, (a) any
mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement
(or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such
securities. 
 “Loan Documents” means, collectively, this Agreement, the Notes, the Guaranty, the Security Documents, the
Notice of Entire Agreement, the Contribution Agreement, any subordination agreement relating to Subordinated Debt, letter of credit applications and agreements between the Borrower and the Issuing Bank regarding the respective rights and obligations
between the Borrower and the Issuing Bank in connection with the issuance of Letters of Credit, all instruments, certificates and agreements now or hereafter executed or delivered to the Administrative Agent or any Lender pursuant to any of the
foregoing or in connection with the obligations under this Agreement and the other Loan Documents or any commitment regarding such obligations, and all amendments, modifications, renewals, extensions, increases and rearrangements of, and
substitutions for, any of the foregoing. The term “Loan Document” as used herein shall not include any Swap Agreement or agreements governing Banking Services (but the obligations now or hereafter owing to any Lender or any Affiliate of a
Lender under a Swap Agreement or agreements governing Banking Services shall nevertheless be secured by all Collateral). 
 “Loan
Parties” means the Borrower and each of its Subsidiaries and shall also include each Guarantor. 

  
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 “Loans” means Advance Loans and Revolving Loans, as applicable. 

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations, prospects or
condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its obligations under any Loan Document or (c) the rights of or remedies available to the Lenders
under any Loan Document. 
 “Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or
obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and any other Loan Party in an aggregate principal amount exceeding $100,000. For purposes of determining Material Indebtedness, the “principal
amount” of the obligations in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that would be required to be paid if such Swap Agreement were terminated at such time. 

“Moody’s” means Moody’s Investors Service, Inc. 

“Mortgage” means a mortgage, deed of trust, assignment of leases and rents, leasehold mortgage or other security document
granting a Lien on any Mortgaged Property to secure the Obligations. Each Mortgage shall be satisfactory in form and substance to the Administrative Agent. 

“Mortgaged Property” means, initially, each parcel of real property and the improvements thereto owned by Borrower and its
Subsidiaries, and includes each other parcel of real property and improvements thereto with respect to which a Mortgage is granted pursuant hereto. The Mortgaged Property shall not include any Excluded Assets. 

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA. 

“Notes” shall have the meaning assigned to such term in Section 2.02(a) hereof. 

“Notice of Entire Agreement” means a notice of entire agreement executed by Borrower, each other Loan Party and the
Administrative Agent, as the same may from time to time be amended, modified, supplemented or restated. 
 “NYFRB” means
the Federal Reserve Bank of New York. 
 “NYFRB Rate” means, for any day, the greater of (a) the Federal Funds
Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for
any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a Federal funds broker of recognized standing selected by it;
provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. 

  
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 “Obligations” means, as at any date of determination thereof, the sum of the
following: (i) the aggregate principal amount of Loans outstanding hereunder, plus (ii) the aggregate amount of the LC Exposure, plus (iii) all other liabilities, obligations and indebtedness under any Loan Document of
Borrower or any other Loan Party, plus (iv) any obligations of Borrower (whether now existing or hereafter arising) under any Swap Agreement entered into with any Lender (or an Affiliate of any Lender) or agreements governing Banking
Services entered into with any Lender (or an Affiliate of any Lender); provided, however, that the definition of “Obligations” shall not create any guarantee by any Loan Party of (or grant of security interest by any Loan Party to support,
as applicable) any Excluded Swap Obligations of such Loan Party for purposes of determining any obligations of any Loan Party. 

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection
between such Recipient and the jurisdiction imposing such Taxes (other than a connection arising from such Recipient having executed, delivered, enforced, become a party to, performed its obligations under, received payments under, received or
perfected a security interest under, or engaged in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or Loan Document). 

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that
are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.18(b)). 

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar
borrowings by U.S. managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an
overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate). 

“Participant” has the meaning set forth in Section 9.04. 

“Patriot Act” means the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)). 
 “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any
successor entity performing similar functions. 

  
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 “Permitted Encumbrances” means: 

(a)    Liens imposed by law for taxes that are not yet due or are being contested in compliance with
Section 5.05; 
 (b)    carriers’, warehousemen’s, mechanics’,
materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with
Section 5.05; 
 (c)    pledges and deposits made in the ordinary course of business in
compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; 

(d)    deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; 

(e)    judgment liens in respect of judgments that do not constitute an Event of Default under Article VII; 

(f)    easements, zoning restrictions,
rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do
not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or other Loan Party; 

(g)    Liens in favor of a banking or other financial institution arising as a matter of law or in the ordinary course of
business under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set-off) and that are within the general parameters
customary in the banking industry or arising pursuant to such banking institution’s general terms and conditions; 

(h)    Liens on specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s
obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business; and 

(i)    Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to
commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; 
 provided that
the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness. 

  
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 “Permitted Investments” means: 

(a)    direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the
United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof; 

(b)    investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such
date of acquisition, the highest credit rating obtainable from S&P or from Moody’s; 
 (c)    investments in
certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of
any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000; 

(d)    fully collateralized repurchase agreements with a term of not more than 30 days for securities described in
clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and 

(e)    money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000. 

“Permitted Tax Distributions” means an amount equal to the highest marginal federal and applicable state and local income tax
rates for individuals residing in New York, New York (taking into account the character of the taxable income (e.g., long-term capital gain, qualified dividend income, ordinary income, etc.) and the deductibility of state and local income taxes)
multiplied by the taxable income earned by Borrower in each respective calendar year. Permitted Tax Distributions may be distributed to the ultimate beneficial owners of Borrower so long as the organizational structure of Borrower results in the
income of Borrower being included in the income of the ultimate beneficial owner of Borrower for federal and state income tax purposes. 

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity. 
 “Plan” means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any other Loan Party or any of their ERISA Affiliates is (or, if such plan were
terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA. 

“Prepayment Premium” has the meaning set forth in Section 2.10(c). 

  
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 “Qualified ECP Loan Party” means, in respect of any Swap Obligation, each Loan
Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes or would become effective with respect to such Swap Obligation or such other person as constitutes an
“eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell
under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 “Recipient” means, as applicable, (a) the
Administrative Agent, (b) any Lender and (c) the Issuing Bank. 
 “Register” has the meaning set forth in
Section 9.04. 
 “Related Parties” means, with respect to any specified Person, such
Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates. 

“Required Lenders” means Lenders having Revolving Exposures, Advance Loans and unused Commitments representing at least 66-2/3% of the sum of the total Revolving Exposures, outstanding Advance Loans and unused Commitments at such time; provided that, for the purpose of determining the Required Lenders needed for any waiver,
amendment, modification or consent, any Lender that is a Loan Party, or any Affiliate of a Loan Party shall be disregarded. 

“Restricted Payment” means (i) any payment or prepayment of any Subordinated Debt or (ii) any dividend or other
distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower or other Loan Party, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Borrower or other Loan Party or any option, warrant or other right to acquire any such Equity Interests in the Borrower or other
Loan Party. The term “Restricted Payments” as used herein shall include management fees paid to any Person owning any Equity Interests in and to Borrower or any other Loan Party (other than cost reimbursement arrangements) and Permitted
Tax Distributions. 
 “Revolving Availability Period” means the period from and including the Effective Date to but
excluding the earlier of the Revolving Maturity Date and the date of termination of the Revolving Commitments. 
 “Revolving
Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of
such Lender’s Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to
such Lender pursuant to Section 9.04. The initial amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01A, or in the Assignment and Assumption pursuant to which such Lender shall have assumed
its Revolving Commitment, as applicable. The initial aggregate amount of the Lenders’ Revolving Commitments is $1,000,000. 

  
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 “Revolving Exposure” means, with respect to any Lender at any time, the sum of
the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure at such time. 
 “Revolving
Lender” means a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving Exposure. 

“Revolving Loan” means a loan made by the Lenders to the Borrower pursuant to clause (b) of
Section 2.01. 
 “Revolving Maturity Date” means December 1, 2018. 

“S&P” means Standard & Poor’s Ratings Group. 

“Sanctioned Country” means, at any time, a country, region or territory which is the subject or target of any Sanctions (at
the time of this Agreement, Cuba, Iran, North Korea, Sudan, Syria and Crimea). 
 “Sanctioned Person” means, at any time,
(a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) any Person operating, organized or
resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b). 

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time
by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State. 

“Security Agreements” means, collectively, (i) the Security Agreements dated as of the Effective Date executed between
Borrower and each of its Domestic Subsidiaries (and such Foreign Subsidiaries as are Guarantors), respectively, and Administrative Agent and (ii) any and all security agreements hereafter executed in favor of Administrative Agent and securing
all or any part of the Obligations, as any of them may from time to time be amended, modified, restated or supplemented. 

“Security Documents” means, collectively, the Mortgages, the Security Agreements and any and all other agreements, deeds of
trust, mortgages, chattel mortgages, security agreements, pledges, guaranties, assignments of production or proceeds of production, assignments of income, assignments of contract rights, assignments of partnership interest, assignments of royalty
interests, assignments of performance, completion or surety bonds, standby agreements, subordination agreements, undertakings and other instruments and financing statements now or hereafter executed and delivered as security for the Obligations, as
any of them may from time to time be amended, modified, restated or supplemented. 

  
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 “Statutory Reserve Rate” means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established
by the Board to which the Administrative Agent is subject for Eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentage shall include those imposed pursuant to such
Regulation D. Loans shall be deemed to constitute Eurocurrency fundings and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such
Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 

“Subordinated Debt” means all Indebtedness of a Person which has been subordinated on terms and conditions satisfactory to
the Required Lenders, in their sole discretion, to all of the Obligations, whether now existing or hereafter incurred. Indebtedness shall not be considered as “Subordinated Debt” unless and until the Administrative Agent shall have
received copies of the documentation evidencing or relating to such Indebtedness together with a subordination agreement, in form and substance satisfactory to the Required Lenders, duly executed by the holder or holders of such Indebtedness and
evidencing the terms and conditions of the required subordination. 
 “Subordinated Debt Documents” means any indenture or
note under which any Subordinated Debt is issued and all other instruments, agreements and other documents evidencing or governing any Subordinated Debt or providing for any Guarantee or other right in respect thereof. 

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability
company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of
such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary
voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, Controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more Subsidiaries
of the parent or by the parent and one or more Subsidiaries of the parent. Notwithstanding the foregoing, prior to January 1, 2017 (or such later date as the Administrative Agent may agree in its sole discretion), the Inactive Subsidiary shall
be deemed to not constitute a Subsidiary of Borrower for purposes of this Agreement (but thereafter, to the extent the Inactive Subsidiary is not dissolved, the Inactive Subsidiary shall be deemed to constitute a Subsidiary of Borrower for all
purposes under this Agreement, including the requirements for each Subsidiary of Borrower to execute and deliver a Guaranty and a Security Agreement). 

  
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 “Swap Agreement” means any agreement with respect to any swap, forward, future
or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic,
financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors,
officers, employees or consultants of the Borrower or its Subsidiaries shall be a Swap Agreement. 
 “Swap Obligation”
means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act. 

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding),
value added taxes, or any other goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

“Total Revolving Exposure” means the sum of the outstanding principal amount of all Lenders’ Revolving Loans and their
LC Exposure at such time. 
 “Transactions” means (a) the execution, delivery and performance by each Loan Party of
the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder and (b) the execution, delivery and performance by each Loan Party of each other document
and instrument required to satisfy the conditions precedent to the initial Loan hereunder, including without limitation all applicable Subordinated Debt Documents and all documents and instruments relating to any required equity contribution. 

“UCC” means the Uniform Commercial Code in effect from time to time in the State of Texas. 

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code. 

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.16(f)(ii)(B)(3). 

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such
Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 

  
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 SECTION 1.02 Classification of Loans and Borrowings. For purposes of this Agreement, Loans
may be classified and referred to by Class (e.g., a “Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g. a “Revolving Borrowing”). 

SECTION 1.03 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of
similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, Accounts and contract rights. 
 SECTION 1.04 Accounting Terms; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an
amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required
Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP
as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. For purposes of determining compliance with any provision of this
Agreement, the determination of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to any change in accounting for leases pursuant to GAAP resulting from the implementation of proposed
Accounting Standards Update (ASU) Leases (Topic 842) issued May 16, 2013, or any successor proposal. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all
computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (or
any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party at “fair value”, as defined therein and (ii) without
giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting 

  
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Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value
any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. 

ARTICLE II 
 The Credits

 SECTION 2.01 Commitments. Subject to the terms and conditions set forth herein, each Lender agrees (a) to make Advance Loans
to the Borrower from time to time during the Advance Loan Availability Period in an aggregate principal amount not exceeding such Lender’s Advance Loan Commitment, and (b) to make Revolving Loans to the Borrower from time to time during
the Revolving Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment or (ii) the Total Revolving Exposure exceeding the
lesser of (x) the aggregate of all Lenders’ Revolving Commitments or (y) the then current Borrowing Base. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and
reborrow Revolving Loans. Amounts repaid in respect of Advance Loans may not be reborrowed. 
 SECTION 2.02 Loans and Borrowings.

 (a)    Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class made by the Lenders
ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of
the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. The Loans made by each Lender shall be evidenced by a single Note of Borrower (each, together with all renewals, extensions,
modifications and replacements thereof and substitutions therefor, a “Note,” collectively, the “Notes”) in substantially the forms of Exhibit C-1 (Revolving Loans) and
Exhibit C-2 (Advance Loans), respectively, payable to such Lender in a principal amount equal to the applicable Commitment of such Lender with respect to Revolving Loans and Advance Loans, and otherwise
duly completed. Each Lender is hereby authorized by Borrower to endorse on the schedule (or a continuation thereof) that may be attached to each Note of such Lender, to the extent applicable, the date, amount, type of and the applicable period of
interest for each Loan made by such Lender to Borrower hereunder, and the amount of each payment or prepayment of principal of such Loan received by such Lender, provided, that any failure by such Lender to make any such endorsement shall not affect
the obligations of Borrower under such Note or hereunder in respect of such Loan. 
 (b)     At the time that each
Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000; provided that a Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Revolving
Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.04(e). 

  
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 SECTION 2.03 Requests for Borrowings. To request a Revolving Borrowing or Advance Loan
Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone not later than 11:00 a.m., Houston, Texas time, one (1) Business Day before the date of the proposed Borrowing; provided that any such notice of a
Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.04(e) may be given not later than 10:00 a.m., Houston, Texas time, on the date of the proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and
written Borrowing Request shall specify the following information in compliance with Section 2.02: 

(i)    whether the requested Borrowing is to be a Revolving Borrowing or Advance Loan Borrowing; 

(ii)    the aggregate amount of such Borrowing; 

(iii)    the date of such Borrowing, which shall be a Business Day; and 

(iv)    the location and number of the Borrower’s account to which funds are to be disbursed, which
shall comply with the requirements of Section 2.05. 
 Promptly following receipt of a Borrowing Request in accordance with this
Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. 

SECTION 2.04 Letters of Credit. 

(a)    General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of
Letters of Credit as the applicant thereof for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Revolving
Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by
the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall
not issue, any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject
of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement. 

(b)    Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter
of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by 

  
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electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (at least five (5) Business Days in advance of
the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal
or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with Section 2.04(c)), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with
any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that),
after giving effect to such issuance, amendment, renewal or extension (i) the aggregate undrawn amount of all outstanding Letters of Credit issued by the Issuing Bank at such time plus (y) the aggregate amount of all LC
Disbursements made the Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed its Letter of Credit Commitment, (ii) no Lender’s Revolving Exposure shall exceed its Revolving Commitment
and (iii) the Total Revolving Exposure shall not exceed the lesser of (x) the total Revolving Commitments or (y) the then current Borrowing Base. The Borrower may, at any time and from time to time, reduce the Letter of Credit
Commitment with the consent of the Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit Commitment if, after giving effect of such reduction, the conditions set forth in clauses (i) through (iii) above
shall not be satisfied. 
 (c)    Expiration Date. Each Letter of Credit shall expire (or be subject to
termination by notice from the Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the Revolving Maturity Date. 

(d)    Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the
amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter
of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally
agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in Section
2.04(e), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.04(d) in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the
Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 

  
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 (e)    Reimbursement. If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 2:00 p.m., Houston, Texas time, on the date that such LC
Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., Houston, Texas time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later
than 2:00 p.m., Houston, Texas time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., Houston, Texas time, on the day of receipt, or (ii) the Business Day immediately following
the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with this
Agreement that such payment be financed with a Revolving Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Borrowing. If
the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage
thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in
Section 2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall
promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this Section 2.04(e), the Administrative Agent
shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this Section 2.04(e) to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may
appear. Any payment made by a Revolving Lender pursuant to this Section 2.04(e) to reimburse the Issuing Bank for any LC Disbursement (other than the funding of Revolving Loans as contemplated above) shall not constitute a Loan and shall not
relieve the Borrower of its obligation to reimburse such LC Disbursement. 
 (f)    Obligations Absolute. The
Borrower’s obligation to reimburse LC Disbursements as provided in Section 2.04(e) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit
proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that
does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of


  
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this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the
Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of
any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing
Bank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law)
suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree
that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In
furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank
may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if
such documents are not in strict compliance with the terms of such Letter of Credit. 
 (g)    Disbursement
Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the
Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the
Borrower of its obligation to reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement. 

(h)    Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall
reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the reimbursement is
due and payable at the rate per annum then applicable to Loans and such interest shall be due and payable on the date when such reimbursement is payable; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to
Section 2.04(e), then Section 2.12(b) shall apply. Interest accrued pursuant to this Section 2.04(h) shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Revolving
Lender pursuant to Section 2.04(e) to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment. 

  
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 (i)    Replacement of the Issuing Bank. The Issuing Bank may be
replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the
time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b). From and after the effective date of any such replacement, (i) the
successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed
to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto
and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit. 

(j)    Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the
Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing greater than 66-2/3% of
the total LC Exposure) demanding the deposit of cash collateral pursuant to this Section 2.04(j), the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the
Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in clauses (g) or (h) of Article VII. The Borrower also shall deposit cash collateral pursuant
to this Section 2.04(j) as and to the extent required by Section 2.10(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this
Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the
option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account
shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the
Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 66-2/3% of the total
LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the
extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to
Section 2.10(b), such amount (to the extent not 

  
 31 








 
applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Borrower would remain in compliance with Section 2.10(b) and no
Default shall have occurred and be continuing. 
 (k)    Subject to the appointment and acceptance of a successor
Issuing Bank, the Issuing Bank may resign as the Issuing Bank at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, such Issuing Bank shall be replaced in accordance with
Section 2.04(i) above. 
 SECTION 2.05 Funding of Borrowings. 

(a)    Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof solely by wire transfer of
immediately available funds by 12:00 noon, Houston, Texas time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. Except in respect of the provisions of this Agreement covering the
reimbursement of Letters of Credit, the Administrative Agent will make such Loans available to the Borrower by promptly crediting the funds so received in the aforesaid account of the Administrative Agent to an account of the Borrower maintained
with the Administrative Agent in Houston, Texas and designated by the Borrower in the applicable Borrowing Request; provided that Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(e) shall be
remitted by the Administrative Agent to the Issuing Bank. 
 (b)    Unless the Administrative Agent shall have received
notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with Section 2.05(a) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If a Lender has not in fact made its share of the applicable Borrowing available
to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is
made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s
Loan included in such Borrowing. 
 SECTION 2.06 [Intentionally Left Blank]. 

SECTION 2.07 Termination and Reduction and Increase of Commitments. 

(a)    Unless previously terminated, (i) the Advance Loan Commitments shall be reduced by the amount of any Advance
Loans made and shall terminate at 5:00 p.m., Houston, Texas time on the last day of the Advance Loan Availability Period and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. 

  
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 (b)    The Borrower may at any time terminate, or from time to time reduce,
the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and (ii) the Borrower shall not terminate or reduce the Revolving
Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the Total Revolving Exposure would exceed the lesser of (x) the total Revolving Commitments or
(y) the then current Borrowing Base. 
 (c)    The Borrower shall notify the Administrative Agent of any election
to terminate or reduce the Commitments under Section 2.07(b), at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following
receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments
delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with
their respective Commitments of such Class. 
 (d)    At any time prior to the expiration of the Revolving Availability
Period, and so long as no Default or Event of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding $2,000,000 minus any reductions in the
Revolving Commitments pursuant to Section 2.07(b), provided that (i) the Borrower shall give at least fifteen (15) Business Days’ prior written notice of such increase to the Administrative Agent and each existing Lender,
(ii) each existing Lender shall have the right (but not the obligation) to subscribe to its pro rata share of the proposed increase in the Revolving Commitments by giving written notice of such election to the Borrower and the Administrative
Agent within ten (10) Business Days after receipt of a notice from the Borrower as above described and only if an existing Lender does not exercise such election may the Borrower elect to add a new Lender, (iii) no Lender shall be required
to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing, (iv) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 as if such new
Lenders were acquiring an interest in the Loans by assignment from an existing Lender (to the extent applicable, i.e. required approvals, minimum amounts and the like), (v) the Borrower shall execute and deliver such additional or replacement Notes
and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (vi) no Lender shall have any right
to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving 

  
 33 








 
Commitments, (vii) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of
such increase in the aggregate committed amount of the Revolving Commitments, (viii) such option to increase the Revolving Commitments may only be exercised once and (ix) the consent of a Lenders shall be required for any increase of
such Lender’s Revolving Commitment (such consent to be given or denied in its sole discretion and subject to such terms as it may then require). The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage
costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. 

SECTION 2.08 Repayment of Loans; Evidence of Debt. 

(a)    The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each
Lender the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Maturity Date and (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Advance Loan of such
Lender as provided in Section 2.09. 
 (b)    Each Lender shall maintain in accordance with
its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time
hereunder. 
 (c)    The Administrative Agent shall maintain accounts in which it shall record (i) the amount of
each Loan made hereunder and the Class thereof, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. 
 (d)    The
entries made in the accounts maintained pursuant to Sections 2.08(b) or 2.08(c) shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. 

SECTION 2.09 Amortization of Advance Loans. 

(a)    On December 5, 2017 and on the fifth (5th) day of each calendar month thereafter prior to the Advance Loan
Maturity Date, the Borrower shall repay Advance Loan Borrowings in the aggregate principal amount equal to 1/48th of the aggregate unpaid principal balance of the Advance Loans as of the last day of the Advance Loan Availability Period. 

(b)    To the extent not previously paid, all Advance Loans shall be due and payable on the Advance Loan Maturity Date.


  
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 (c)    Each repayment of a Borrowing shall be applied ratably to the Loans
included in the repaid Borrowing. Repayments of Advance Loan Borrowings shall be accompanied by accrued interest on the amount repaid. 

SECTION 2.10 Prepayment of Loans. 

(a)    The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part,
subject to the requirements of this Section. Each prepayment of an Advance Loan shall be in an amount equal to the lesser of the entire unpaid principal balance of the Advance Loans or an integral multiple of $100,000. Each prepayment of an Advance
Loan shall require at least three (3) Business Days’ advance written notice to the Administrative Agent. 

(b)    In the event and on such occasion that the sum of the Revolving Exposures exceeds the lesser of (x) the total
Revolving Commitments or (y) the then current Borrowing Base, the Borrower shall prepay Revolving Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section
2.04(j)) in an aggregate amount equal to such excess. 
 (c)    If for any reason (i) any Advance Loans are
optionally prepaid pursuant to Section 2.10(a), or (ii) any Advance Loans are required to be mandatorily prepaid pursuant to Article VII, the Borrower agrees to pay to Administrative Agent, for the pro rata benefit of Lenders,
upon the effective date of such payment, a prepayment premium in the amount (the “Prepayment Premium”) equal to: 
  

									
	 	 	 Amount
	 	 	  	 Period
	  	 
		 	0.50% of the amount prepaid (in the case of optional prepayments) or of the amount required to be prepaid (in the case of mandatory prepayments	 		  	From the Effective Date to and including the second anniversary of the Effective Date	  	
					
		 	0.00% of the amount prepaid (in the case of optional prepayments) or of the amount required to be prepaid (in the case of mandatory prepayments	 		  	From and after the date following the second anniversary of the Effective Date	  	

 (d)    Any prepayment of an Advance Loan Borrowing shall be applied to reduce all of the
subsequent scheduled repayments of the Advance Loan Borrowings in inverse order of their maturity. 

  
 35 








 (e)    Prior to any optional or mandatory prepayment of Borrowings hereunder,
the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to this Section. 

(f)    The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder
not later than 11:00 a.m., Houston, Texas time, one (1) Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be
prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the
Revolving Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following
receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing as provided in
Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. 

(g)    All Swap Agreements and agreements governing Banking Services between Borrower and any Lender (or any Affiliate of
a Lender) are independent agreements governed by the written provisions of said Swap Agreements and said agreements governing Banking Services, which will remain in full force and effect, unaffected by any repayment, prepayment, acceleration,
reduction, increase or change in the terms of the Obligations, except as otherwise expressly provided in said Swap Agreements and said agreements governing Banking Services, and any payoff statement relating to the Obligations shall not apply to
said Swap Agreements or agreements governing Banking Services except as otherwise expressly provided in such payoff statement. 
 SECTION
2.11 Fees. 
 (a)    The Borrower agrees to pay to the Administrative Agent for the account of each Lender a
commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount of the Revolving Commitment of such Lender during the period from and including the date hereof to but excluding the date on which such Revolving Commitment
terminates. Accrued commitment fees shall be payable in arrears on the 5th day of each calendar month (commencing on January 5, 2017) and on the date on which the Revolving Commitments terminate. All commitment fees shall be computed on the
basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing such commitment fees, a Revolving Commitment of a Lender shall be deemed to be
used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender for purposes of calculating fees due under this Section 2.11(a)). 

(b)    The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a
participation fee with respect to its participations in Letters of Credit, 

  
 36 








 
which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to
have any LC Exposure (provided, however, that in no event shall the per annum fee for any single Letter of Credit be less than $500, payable quarterly in arrears in installments of $125 per quarter) and (ii) at any time or times that there
shall be two or more Lenders, to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during
the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with
respect to the amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees shall be payable in arrears on the 5th day of each calendar month (commencing on January 5, 2017);
provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the
Issuing Bank pursuant to this Section 2.11(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day). 
 (c)    If any payment required hereunder is more than
ten (10) days late, Borrower will (subject to the provisions of Section 9.12 hereof) pay a delinquency charge in an amount equal to the greater of (i) 5.00% of the delinquent payment up to the maximum amount of $1,500
or (ii) $25.00. 
 (d)    The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in
the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. 
 (e)    All
fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees,
to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances. 
 SECTION 2.12 Interest. 

(a)    The Loans shall bear interest at the lesser of (i) the Adjusted LIBO Rate plus the Applicable Rate or
(ii) the Ceiling Rate. 
 (b)    Notwithstanding the foregoing, if any Event of Default has occurred which is
continuing: 

  
 37 









	 	(i)	any overdue amount shall bear interest per annum that is (x) in the case of overdue principal, the rate that would otherwise be applicable thereto plus 5%, not to exceed the Ceiling Rate, or (x) in the
case of any other overdue amount, including overdue interest, to the extent permitted by applicable law, the rate applicable to Loans plus 5%, not to exceed the Ceiling Rate (in each case, after as well as before judgment); and


  

	 	(ii)	at the election of the Required Lenders, the entire unpaid principal balance of the Loans shall bear interest at the rate that would otherwise be applicable thereto plus 5%, not to exceed the Ceiling Rate (in
each case, after as well as before judgment). 

 (c)    Accrued interest on each Loan shall be payable in
arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to Section 2.12(b) shall be payable on demand, and
(ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of a Revolving Loan prior to the end of the Revolving Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the
date of such repayment or prepayment. 
 (d)    All interest hereunder shall be computed on the basis of a year of 360
days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent
manifest error. 
 SECTION 2.13 [Intentionally Left Blank]. 

SECTION 2.14 [Intentionally Left Blank]. 

SECTION 2.15 [Intentionally Left Blank]. 

SECTION 2.16 Taxes. 

(a)    Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made
without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any
such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with
applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable
to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. 

  
 38 








 (b)    The Loan Parties shall timely pay to the relevant Governmental
Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes. 

(c)    As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this
Section, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such
payment reasonably satisfactory to the Administrative Agent. 
 (d)    The Borrower shall indemnify each Recipient,
within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be
withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent
manifest error. 
 (e)    Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand
therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to
do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each
case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set
off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to such Lender from any other source against any amount due to the Administrative Agent under this Section
2.16(e). 
 (f)    (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect
to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably
requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent,
shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative 

  
 39 








 
Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding
anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.16(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be
required if in the relevant Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such
Lender. 
 (ii)    Without limiting the generality of the foregoing, in the event that the Borrower is a
U.S. Person: 
 (A)    any Lender that is a U.S. Person shall deliver to the Borrower and the
Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), an executed IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax; 

(B)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and
the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of
the Borrower or the Administrative Agent), whichever of the following is applicable: 
  

	 	(1)	in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, an executed IRS Form W-8BEN-E or IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the
“interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E or IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 


 

	 	(2)	in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, an executed IRS Form W-8ECI; 


 

	 	(3)	 in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section
881(c) of the Code, 



  
 40 









	 	
(x) a certificate substantially in the form of Exhibit E-1 to the effect that such Foreign Lender is not a “bank” within the meaning of
Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a
“U.S. Tax Compliance Certificate”) and (y) an executed IRS Form W-8BEN-E or IRS Form W-8BEN; or


  

	 	(4)	to the extent a Foreign Lender is not the beneficial owner, an executed IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit
E-2 or Exhibit E-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable;
provided that if such Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially
in the form of Exhibit E-4 on behalf of each such direct and indirect partner; 


(C)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower
and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request
of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary
documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and 

(D)    if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding
Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the
Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section
1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to
determine that such Lender has complied with such Lender’s obligations under 

  
 41 








 
FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the
date of this Agreement. 
 Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or
inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. 

(g)    If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes
as to which it has been indemnified pursuant to this Section (including by the payment of additional amounts pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity
payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and
without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over
pursuant to this Section 2.16(g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this Section 2.16(g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 2.16(g) the payment of which would place the
indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld
or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other
information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. 

(h)    Each party’s obligations under this Section shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document. 

(i)    For purposes of this Section, the term “Lender” includes any Issuing Bank and the term “applicable
law” includes FATCA. 
 SECTION 2.17 Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. 
 (a)     The Borrower shall make each payment required to be made
by it hereunder or under any other Loan Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.16, or otherwise) prior to the time expressly required
hereunder or under such other Loan Document for such payment (or, if no 

  
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such time is expressly required, prior to 2:00 p.m., Houston, Texas time), on the date when due, in immediately available funds, without set off, deduction or counterclaim. Any amounts received
after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative
Agent at its offices at Woodforest National Bank-Loan Operations, P.O. Box 7889, The Woodlands, TX 77387-7889, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections
2.16 and 9.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it
for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document shall be made in dollars. 

(b)    If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all
amounts of principal, unreimbursed LC Disbursements, interest and fees and other Obligations then due, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements and other Obligations then due, ratably among the parties entitled thereto in accordance
with the amounts of principal and unreimbursed LC Disbursements and other Obligations then due to such parties. 

(c)     If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of
any principal of or interest on any of its Revolving Loans, Advance Loans or participations in LC Disbursements o, resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans, Advance Loans and
participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans,
Advance Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued
interest on their respective Revolving Loans, Advance Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 2.17(c) shall not be construed to apply to any payment made by the Borrower
pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or
participant, other than to the Borrower or any other Loan Party or Affiliate thereof (as to which the provisions of this Section 2.17(c) shall apply). Each Lender agrees that it will not exercise


  
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any right of set-off or counterclaim or otherwise obtain payment in respect of any Obligation owed to it other than principal of and interest accruing on
the Loans and participations in the LC Disbursements, unless all of the outstanding principal of and accrued interest on the Loans and LC Disbursements have been paid in full. The Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. 

(d)    Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment
is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. If the Borrower has not in fact made such payment when due, then each of the Lenders or the Issuing Bank, as the
case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 

(e)    If any Lender shall fail to make any payment required to be made by it pursuant to this Agreement, then the
Administrative Agent may, in its discretion (and notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent to
satisfy such Lender’s obligations to it under this Agreement until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding
obligations of such Lender under this Agreement, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion. 

(f)    Notwithstanding the foregoing, amounts received from any Loan Party that is not a Qualified ECP Loan Party shall
not be applied to any Excluded Swap Obligation of such Loan Party. 
 SECTION 2.18 Mitigation Obligations; Replacement of Lenders.

 (a)    If the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign
its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to
Section 2.16 in the 

  
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future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such designation or assignment. 
 (b)    If the
Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any Lender becomes a Defaulting Lender, then
the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.16) and obligations under this Agreement to an assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Issuing
Bank), which consent shall not unreasonably be withheld, (ii) such assignor Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such
assignment resulting from payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. 

SECTION 2.19 [Intentionally Left Blank]. 

SECTION 2.20 Defaulting Lender. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting
Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 
 (a)    fees
shall cease to accrue on the unfunded portion of any Commitment of such Defaulting Lender pursuant to this Agreement; 

(b)    the Commitments and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the
Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided, that in the case of an amendment, waiver or other
modification requiring the consent of all Lenders or of each Lender affected thereby, the Defaulting Lender’s consent shall be only be required with respect to (i) a proposed increase or extension of such Defaulting Lender’s
Commitments and (ii) a proposed reduction or excuse, or a proposed postponement of the scheduled date of payment, of the principal amount of, or interest or fees payable on, any Loans or LC Disbursements as to any such Defaulting Lender; 

  
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 (c)    if any LC Exposure exists at the time a Lender becomes a Defaulting
Lender then: 
 (i)    all or any part of the LC Exposure of such Defaulting Lender shall be reallocated
among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only (x) to the extent that such reallocation does not, as to any
non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Commitment and (y) if the condition set forth in
Section 4.03 are satisfied at that time; 
 (ii)    if the reallocation
described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Administrative Agent, cash collateralize for the benefit of the Issuing Bank only the
Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.04(j)
for so long as such LC Exposure is outstanding; 
 (iii)    if the Borrower cash collateralizes any
portion of such Defaulting Lender’s LC Exposure pursuant to this Section 2.20(c), the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.11 with respect to such
Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized; 

(iv)    if the LC Exposure of the non-Defaulting Lenders is
reallocated pursuant to this Section 2.20(c), then the fees payable to the Lenders pursuant to Section 2.11 shall be adjusted in accordance with such non-Defaulting
Lenders’ Applicable Percentages; and 
 (v)    if all or any portion of such Defaulting
Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.20(c), then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all fees that otherwise would have been
payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitments that were utilized by such LC Exposure and any applicable letter of credit fees) with respect to such Defaulting Lender’s LC
Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is cash collateralized and/or reallocated; and 

(d)    so long as any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend or increase
any Letter of Credit, unless it is satisfied that the related exposure and each Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Revolving Commitments of the non-Defaulting
Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.20(c), and LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among
non-Defaulting Lenders in a manner consistent with Section 2.20(c)(i) (and Defaulting Lenders shall not participate therein). 

  
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 If (i) a Bankruptcy Event with respect to any Lender Parent shall occur following the date hereof and for so
long as such event shall continue or (ii) the Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Issuing Bank
shall not be required to issue, amend or increase any Letter of Credit, unless the Issuing Bank shall have entered into arrangements with the Borrower or such Lender, satisfactory to the Issuing Bank to defease any risk to it in respect of such
Lender hereunder. 
 In the event that the Administrative Agent, the Borrower and the Issuing Bank each agrees that a Defaulting Lender has adequately
remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par
such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage. 

ARTICLE III 

Representations and Warranties 

The Borrower represents and warrants to the Lenders that: 

SECTION 3.01 Organization; Powers. Each of the Borrower and the other applicable Loan Parties is duly organized, validly existing and
in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so would not reasonably be expected to result in a Material
Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. 

SECTION 3.02 Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such Loan Party’s
powers and have been duly authorized by all necessary corporate or limited liability company action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a
party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan Party (as the case may be), enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 

SECTION 3.03 Governmental Approvals; No Conflicts. The Transactions (a) do not require any material consent or approval of,
registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens created under the Loan Documents, (b) will
not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any other applicable Loan Party or any order of any Governmental


  
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Authority in each case, as are applicable to the Borrower and the Loan Parties, (c) will not violate or result in a default under any material indenture, agreement or other instrument
binding upon the Borrower or any other Loan Party or their assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any other Loan Party, and (d) will not result in the creation or imposition of any Lien
on any asset of the Borrower or any other Loan Party, except Liens created under the Loan Documents. 
 SECTION 3.04 Financial
Condition. The Borrower has heretofore furnished to the Lenders Borrower’s consolidated balance sheet and statements of income, equity and cash flows (1) as of and for the fiscal year ended December 31, 2015 (subject to the
delivery of any restatement of the same related to the change in the calculation of depreciation life of relevant silo systems from five (5) years to fifteen (15) years) and (2) as of and for the fiscal quarters and the portions of
the fiscal year ended March 31, 2016, June 30, 2016 and September 30, 2016, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations
and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of
the statements referred to in clause (2) above. Since December 31, 2015, there has been no material adverse change in the business, assets, operations, prospects or condition, financial or otherwise, of the Borrower and its
Subsidiaries, taken as a whole. Except as set forth on Schedule 6.01, after giving effect to the Transactions, none of the Borrower or its Subsidiaries has, as of the Effective Date, any material contingent liabilities or unrealized losses.

 SECTION 3.05 Properties. 

(a)    The Borrower and each other Loan Party has good title to, or valid leasehold interests in, all of its real and
personal property material to its business (including the Mortgaged Properties), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended
purposes. 
 (b)    The Borrower and each other Loan Party owns, or is licensed to use, all trademarks, trade names,
copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and each other Loan Party does not infringe upon the rights of any other Person, except for any such infringements that could not
reasonably be expected to result in a Material Adverse Effect. 
 SECTION 3.06 Litigation and Environmental Matters. 

(a)    There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or,
to the knowledge of the Borrower, threatened against or directly affecting the Borrower or any other Loan Party (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be
expected to result in a Material Adverse Effect or (ii) that directly involve any of the Loan Documents or the Transactions. 

  
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 (b)    Except with respect to any other matters that could not reasonably be
expected to result in a Material Adverse Effect, neither the Borrower nor any other Loan Party (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. 

SECTION 3.07 Compliance with Laws and Agreements. The Borrower and each other Loan Party is in compliance with all laws, regulations
and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so could not reasonably be expected to result in a
Material Adverse Effect. No Default has occurred and is continuing. Without limiting the foregoing, Borrower represents and warrants that each Loan Party is in compliance with all applicable Bank Secrecy Act and anti-money laundering laws and
regulations and is in compliance, in all material respects, with the Patriot Act. 
 SECTION 3.08 Investment Company Status. Neither
the Borrower nor any other Loan Party is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940. 

SECTION 3.09 Taxes. The Borrower and each other Loan Party has timely filed or caused to be filed all Tax returns and reports required
to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such other Loan Party, as
applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. 

SECTION 3.10 ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. To the extent applicable, the present value of all accumulated benefit obligations under each Plan (based on the
assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan, and the
present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements
reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans, in each of such cases so as to cause a Material Adverse Effect. 

SECTION 3.11 Disclosure. The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to
which the Borrower or any other Loan Party is subject, and all other matters known to any of them, that could, in each case, reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements,


  
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certificates or other information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan
Document or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, taken as a whole,
in the light of the circumstances under which they were made, not misleading; provided, however, that with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time. 
 SECTION 3.12 Subsidiaries. As of the Effective Date, the Borrower has no
Subsidiaries other than as set forth on Schedule 3.12 hereto. The Borrower owns all of the Equity Interests in and to each Subsidiary listed on Schedule 3.12 hereto. 

SECTION 3.13 Insurance. As of the Effective Date, all premiums due in respect of all insurance maintained by the Borrower and each
other Loan Party have been paid. 
 SECTION 3.14 Labor Matters. As of the Effective Date, there are no strikes, lockouts or slowdowns
against the Borrower or any other Loan Party pending or, to the knowledge of the Borrower, threatened. The hours worked by and payments made to employees of the Borrower and the other Loan Parties have not been in violation of the Fair Labor
Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters. All payments due from the Borrower or any other Loan Party, or for which any claim may be made against the Borrower or any other Loan Party, on
account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of the Borrower or such other Loan Party. The consummation of the Transactions will not give rise to any right of
termination or right of renegotiation on the part of any union under any collective bargaining agreement to which the Borrower or any other Loan Party is bound. 

SECTION 3.15 Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following
the making of each Loan and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or
otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as
such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each
Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date. 

SECTION 3.16 Material Property Subject to Security Documents. The Collateral constitutes all of the real and material personal property
owned by Borrower or any of its Subsidiaries (other than Excluded Assets). 

  
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 SECTION 3.17 Property of Foreign Subsidiaries. The aggregate value (based on the greater
of book or market value) of the total assets owned by Foreign Subsidiaries of Borrower as of the Effective Date is no greater than 5% of the aggregate value (based on the greater of book or market value) of the total assets owned by Borrower and all
of its Subsidiaries. 
 SECTION 3.18 Anti-Corruption Laws and Sanctions. Each Loan Party has implemented and maintains in effect
policies and procedures designed to ensure compliance by each Loan Party and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and each Loan Party and their respective officers and
directors and, to the knowledge of the Borrower, any of their respective employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) any Loan Party or any of their respective
directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of any Loan Party that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing
or Letter of Credit, use of proceeds or Transaction will violate Anti-Corruption Laws or applicable Sanctions. 
 ARTICLE IV 

Conditions 
 SECTION
4.01 Effective Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in
accordance with Section 9.02): 
 (a)    The Administrative Agent (or its counsel) shall have
received from each party hereto either (i) counterparts of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page
of this Agreement) that such party has signed counterparts of this Agreement. 
 (b)    The Administrative Agent (or its
counsel) shall have received from Borrower an original of each Note signed on behalf of Borrower. 
 (c)    The
Administrative Agent (or its counsel) shall have received from Borrower and from each other party to the Loan Documents (other than the Notes) either (i) counterparts of each applicable Loan Document signed on behalf of such party or
(ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of the applicable Loan Document) that such party has signed counterparts of such Loan Document. 

(d)    The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its
counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all
in form and substance satisfactory to the Administrative Agent and its counsel. 

  
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 (e)    The Administrative Agent shall have received a certificate, dated the
Effective Date and signed by an appropriate officer or other responsible party acceptable to Administrative Agent on behalf of Borrower, confirming compliance with the applicable conditions set forth in this Article IV. 

(f)    The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the
Effective Date, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan
Document. 
 (g)    The Administrative Agent shall have received each of the following: 

(i)    to the extent applicable, certificates representing all of the outstanding Equity Interests in each
Subsidiary of Borrower as of the Effective Date (other than Equity Interests included in the Excluded Assets) and powers of attorney, endorsed in blank, with respect to such certificates; 

(ii)    all documents and instruments, including Uniform Commercial Code financing statements, required by
law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Documents; 

(iii)    executed agreements whereby each warehouseman, bailee, agent or processor which is an Affiliate of
any Loan Party and which has possession of any property of the Borrower or any of its Subsidiaries has subordinated any Lien such warehouseman, bailee, agent or processor may claim therein and agreed to hold all such property for the Administrative
Agent’s account subject to the Administrative Agent’s instruction and executed landlord waiver or subordination agreements, in form and substance satisfactory to the Administrative Agent, with respect to each leased location in respect of
which the landlord is an Affiliate of any Loan Party. 
 (iv)    the results of a search of the Uniform
Commercial Code (or equivalent) filings made with respect to the Loan Parties in such jurisdictions as the Administrative Agent may require and copies of the financing statements (or similar documents) disclosed by such search and evidence
reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released; and 

(v)    evidence reasonably satisfactory to the Administrative Agent that none of the Mortgaged Property
lies in an area requiring special notices of flood hazard issues or the purchase of flood hazard insurance and, to the extent reasonably required by Administrative Agent with respect to Mortgaged Property, a policy or policies of title insurance
issued by a nationally recognized title insurance company, insuring the Lien of each such Mortgage as a valid first Lien on the Mortgaged Property described therein, 

  
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free of any other Liens except as permitted by Section 6.02, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably
request, and such surveys, abstracts and appraisals as may be required pursuant to such Mortgages or as the Administrative Agent may reasonably request. To the extent the Administrative Agent does not require any of the foregoing items as a
condition to the initial advance hereunder, the Administrative Agent shall have the right at any time thereafter to request such items upon forty-five (45) days (or such longer period of time as may be acceptable to the Administrative Agent in
its sole discretion) written notice to the Borrower and the failure to deliver such items within such time period shall constitute an Event of Default hereunder. 

(h)    The Administrative Agent shall have received evidence that the insurance required by
Section 5.07 and the Security Documents is in effect. 
 (i)    The Administrative Agent shall
have received a Borrowing Base Certificate as of the last day of the calendar month most recently ended prior to the Effective Date. 

(j)    The Administrative Agent shall have received evidence satisfactory to the Administrative Agent that the Borrower
and each other Loan Party shall have been released from all liabilities and obligations in respect of Indebtedness (other than the Obligations and other than liabilities and obligations expressly permitted under
Section 6.01 hereof, or as to which the proceeds of the Advance Loan will be used to pay off such obligations in full). 

(k)    The Administrative Agent shall be satisfied that the Deferred Capital Call is in full force and effect. 

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. 

SECTION 4.02 Advance Loans. The obligation of each Lender to make an Advance Loan is further subject to the satisfaction or waiver of
the following conditions: 
 (a)    Delivery to the Administrative Agent of evidence satisfactory to the Administrative
Agent that the principal amount of the applicable Advance Loan shall not exceed fifty percent (50%) of the then current net orderly liquidation value of the applicable equipment constructed or acquired, as demonstrated to the reasonable satisfaction
of the Administrative Agent. 
 (b)    Delivery to the Administrative Agent of an appraisal, acceptable to the
Administrative Agent, of the applicable equipment constructed or acquired. 
 (c)    Delivery to the Administrative
Agent of evidence satisfactory to the Administrative Agent that, for each of the two full preceding fiscal months, EBITDA for the Borrower shall have been (i) equal to or greater than $1.00 and (ii) equal to or greater than the average
monthly EBITDA for the twelve month period ending on the last day of the most recently ended fiscal month. 

  
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 SECTION 4.03 Each Credit Event. The obligation of each Lender to make a Loan on the
occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction or waiver of the following conditions: 

(a)    The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct on
and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable. 

(b)    At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or
extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing and there shall have occurred no event which would be reasonably likely to have a Material Adverse Effect. 

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in this Section. 
 ARTICLE V  

Affirmative Covenants 

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated, in each case, without any pending draw, and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that: 

SECTION 5.01 Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: 

(a)    within 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and
related statements of operations, shareholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by independent public accountants
of recognized national standing (without a “going concern” or like qualification, commentary or exception and without any qualification, commentary or exception as to the scope of such audit) to the effect that such consolidated financial
statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; 

(b)    within 45 days after the end of each fiscal quarter of each fiscal year of the Borrower, its consolidated balance
sheet and related statements of operations, shareholders’ 

  
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equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the
corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of
operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

 (c)    concurrently with any delivery of financial statements under clauses (a) or (b) above, a
certificate of a Financial Officer of the Borrower, in the form of Exhibit B hereto, (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to
be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 5.13 and (iii) stating whether any change in GAAP or in the application thereof has occurred
since the Effective Date and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; 

(d)    prior to the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year
(including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget, together with an
analysis of current and projected market share and market conditions information) and, promptly when available, any significant revisions of such budget; 

(e)    within 30 days after the end of each calendar month, (i) a Borrowing Base Certificate as of the last day of
such calendar month, together with such supporting information as the Administrative Agent may reasonably request, (ii) a listing and aging of the Accounts of each Loan Party which has executed a Security Agreement covering its Accounts as of
the end of such calendar month, prepared in reasonable detail and containing such information as Administrative Agent may request, and (iii) to the extent included in (or proposed to be included in) the Borrowing Base, a summary of the
Inventory and Equipment of each Loan Party which has executed a Security Agreement covering the applicable Inventory and Equipment as of the end of such calendar month, prepared in reasonable detail and containing such other information as
Administrative Agent may request; and 
 (f)    promptly following any request therefor, such other information
regarding the operations, business affairs and financial condition of the Borrower or any other Loan Party, or compliance with the terms of any Loan Document, as the Administrative Agent may reasonably request. 

SECTION 5.02 Notices of Material Events. The Borrower will furnish to the Administrative Agent prompt written notice of the following:

 (a)    the occurrence of any Default; 

  
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 (b)    the filing or commencement of any action, suit or proceeding by or
before any arbitrator or Governmental Authority against or affecting the Borrower or any other Loan Party or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; 

(c)    any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect.

 Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting
forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. 

SECTION 5.03 Information Regarding Borrower. 

(a)    The Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan
Party’s jurisdiction of organization, corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its
principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility),
(iii) in any Loan Party’s identity or corporate structure or (iv) in any Loan Party’s Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all
filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the
Collateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. 

(b)    After the Effective Date, Borrower will notify the Administrative Agent in writing promptly upon Borrower’s or
any of its Subsidiaries’ acquisition or ownership of any estate (fee simple or leasehold) of real property (other than the Mortgaged Property and other than Excluded Assets) or of any personal property (other than Excluded Assets) not already
covered by the Security Documents (such acquisition or ownership being herein called an “Additional Collateral Event” and the property so acquired or owned being herein called “Additional Collateral”). As soon as
practicable and in any event within sixty (60) days (or such longer period of time as may be acceptable to the Administrative Agent in its sole discretion) after an Additional Collateral Event, Borrower shall (a) execute and deliver or
cause to be executed and delivered Security Documents, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent and duly executed by Borrower or the applicable Subsidiary, covering and affecting and granting a
first-priority Lien upon the applicable Additional Collateral, and such other documents (including, without limitation, all items required by Administrative Agent in connection with the Security Documents executed prior to the initial Loans being
made hereunder, such as surveys, environmental assessments, certificates, legal opinions, all in form 

  
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and substance satisfactory to Administrative Agent) as may be requested by Administrative Agent in connection with the execution and delivery of such Security Documents; (b) with respect to
any Additional Collateral which is real property, to the extent required by Administrative Agent, cause a title insurance underwriter satisfactory to Administrative Agent to issue to Administrative Agent a mortgage policy of title insurance, in form
and substance satisfactory to Administrative Agent, insuring the first-priority Lien (subject only to Permitted Encumbrances) of the applicable Mortgage in such amount as is satisfactory to Administrative Agent, and (c) deliver or cause to be
delivered by Subsidiaries of Borrower such other documents or certificates consistent with the terms of this Agreement and relating to the transactions contemplated hereby as Administrative Agent may reasonably request. 

SECTION 5.04 Existence; Conduct of Business. The Borrower will, and will cause each other Loan Party to, do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business; provided
that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03. 

SECTION 5.05 Payment of Obligations. The Borrower will, and will cause each other Loan Party to, pay its Indebtedness and other
obligations, including liabilities for Taxes, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such
other Loan Party has set aside on its books adequate reserves with respect thereto in accordance with GAAP, (c) such contest effectively suspends collection of the contested obligation and the enforcement of any Lien securing such obligation
and (d) the failure to make payment pending such contest would not reasonably be expected to result in a Material Adverse Effect. 

SECTION 5.06 Maintenance of Properties. The Borrower will, and will cause each other Loan Party to, keep and maintain all property
material to the conduct of its business in good working order and condition, ordinary wear and tear excepted. 
 SECTION 5.07
Insurance. The Borrower will, and will cause each other Loan Party to, maintain, with financially sound and reputable insurance companies (a) insurance in such amounts (with no greater risk retention) and against such risks as are
customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required to be maintained pursuant to the Security Documents. The Borrower will
furnish to the Lenders, upon request of the Administrative Agent, information in reasonable detail as to the insurance so maintained. 

SECTION 5.08 Casualty and Condemnation. The Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of
any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation
or similar proceeding. 

  
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 SECTION 5.09 Books and Records; Inspection and Audit Rights. 

(a)    The Borrower will, and will cause each other Loan Party to, keep proper books of record and account in which full,
true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each other Loan Party to, permit any representatives designated by the Administrative Agent, upon
reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and
as often as reasonably requested. 
 (b)    The Borrower will, and will cause each other Loan Party to, permit any
representatives designated by Administrative Agent (including any consultants, accountants, lawyers and appraisers retained by Administrative Agent) to conduct evaluations and appraisals of the Borrower’s computation of the Borrowing Base and
the assets included in the Collateral, all at such reasonable times and as often as reasonably requested. The Borrower shall pay the reasonable fees and expenses of any representatives retained by Administrative Agent to conduct any such evaluation
or appraisal; but the Borrower shall not be required to pay such fees and expenses for more than one such evaluation or appraisal during any calendar year unless an Event of Default has occurred and is continuing or otherwise required by regulatory
guidelines. The Borrower also agrees to modify or adjust the computation of the Borrowing Base (which may include maintaining additional reserves or modifying the eligibility criteria for the components of the Borrowing Base) to the extent required
by Administrative Agent as a result of any such evaluation or appraisal. 
 SECTION 5.10 Compliance with Laws. The Borrower will, and
will cause each other Loan Party to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so would not reasonably be expected to result in a Material
Adverse Effect. The Borrower will maintain in effect and enforce, and cause each other Loan Party to maintain in effect and enforce, policies and procedures designed to ensure compliance by the applicable Loan Party and their respective directors,
officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. 
 SECTION 5.11 Use of Proceeds and Letters of
Credit. The proceeds of the Advance Loans will used only for the construction or acquisition of mobile proppant management systems. Letters of Credit and the proceeds of the Revolving Loans will be used only for general working capital purposes,
which may include refinancing existing Indebtedness. No part of the proceeds of any Loan or any Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including
Regulations T, U and X. 
 SECTION 5.12 Further Assurances. The Borrower will, and will cause each other Loan Party to, execute any
and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be


  
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required under any applicable law, or which the Administrative Agent or the Required Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant,
preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties. The Borrower also agrees to provide to the Administrative Agent,
from time to time upon reasonable request by the Administrative Agent, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents. 

SECTION 5.13 Financial Covenants. The Borrower will have and maintain: 

(a)    Fixed Charge Coverage Ratio – a Fixed Charge Coverage Ratio of not less than 1.50 to 1.00 at all times.

 (b)    Leverage Ratio – a Leverage Ratio of not greater than 2.00 to 1.00 at all times. 

SECTION 5.14 Primary Banking Relationships. Within forty-five (45) days after the Effective Date, the Borrower will, and will
cause each other Loan Party to, maintain its primary treasury and depository relationships with the Administrative Agent. 
 SECTION 5.15
Accuracy of Information. The Borrower will ensure that any information, including financial statements or other documents, furnished to the Administrative Agent or the Lenders in connection with this Agreement or any amendment or modification
hereof or waiver hereunder contains no material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the furnishing of
such information shall be deemed to be a representation and warranty by the Borrower on the date thereof as to the matters specified in this Section. 

SECTION 5.16 Deferred Capital Call. The Borrower shall at all times maintain the Deferred Capital Call in full force and effect with
the full $6,000,000 available to be called upon; provided that the foregoing requirement shall terminate on the later of (i) the date that the Administrative Agent shall be satisfied that the Borrower shall have outperformed the financial
covenants set forth in Section 5.13 hereof by at least 0.50x for two consecutive fiscal quarters or (ii) June 30, 2017. 

SECTION 5.17 Post Closing Obligations. The Borrower shall use, and cause each of its Subsidiaries to use, its commercially reasonable
efforts to obtain and deliver to the Administrative Agent (within 120 days after the date hereof with respect to existing locations as of the date hereof and concurrently with the establishment of any new locations established after the date
hereof) (i) an executed agreement, in form and substance reasonably acceptable to the Administrative Agent, whereby each warehouseman, bailee, agent or processor (other than locations described in Section 4.01(h)(iii)) which has
possession of any Collateral of the Borrower or any of its Subsidiaries with a fair market value in excess of $250,000 has subordinated any Lien such warehouseman, bailee, agent or processor may claim therein and has


  
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agreed to hold all such Collateral for the Administrative Agent’s account subject to the Administrative Agent’s instruction and (ii) a landlord subordination or waiver agreement,
in form and substance reasonably satisfactory to the Administrative Agent, with respect to each leased location (other than locations described in Section 4.01(h)(iii)) where Collateral which is subject to a Security Agreement having an
average quarterly value (measured as of the quarter most recently ended) greater than or equal to $250,000 is maintained. 
 ARTICLE VI 

 Negative Covenants 

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid
in full and all Letters of Credit have expired or terminated, in each case, without any pending draw, and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that: 

SECTION 6.01 Indebtedness; Certain Equity Securities. 

(a)    The Borrower will not, and will not permit any other Loan Party to, create, incur, assume or permit to exist any
Indebtedness, except: 
 (i)    Indebtedness created under the Loan Documents; 

(ii)    Indebtedness existing on the date hereof and set forth in Schedule 6.01; 

(iii)    Indebtedness of any Domestic Subsidiary to Borrower or any other Domestic Subsidiary and
Indebtedness of Borrower to any of its Domestic Subsidiaries; 
 (iv)    Guarantees of Indebtedness
permitted under this Section 6.01(a); 
 (v)    Capital Lease Obligations or purchase money
Indebtedness in an aggregate amount not exceeding, at any one time outstanding, $500,000; 

(vi)    exposure resulting from any Swap Agreement permitted under Section 6.07
hereof; 
 (vii)    other indebtedness in an aggregate principal amount not exceeding $500,000 at any one
time outstanding; and 
 (viii)    extensions, renewals and replacements of any of the foregoing that do
not increase the outstanding principal amount thereof. 
 (b)    The Borrower will not, nor will it permit any other
Loan Party to, issue any preferred Equity Interests after the Effective Date. 
 SECTION 6.02 Liens. The Borrower will not, and will
not permit any other Loan Party to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including Accounts receivable) or rights in respect of
any thereof, except: 

  
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 (i)    Liens created under the Loan Documents and Liens
securing obligations owed to one or more of the Lenders or Affiliates thereof (but not to any Person which is not, at the time such obligations are incurred, a Lender or an Affiliate thereof) under a Swap Agreement or under an agreement governing
Banking Services; 
 (ii)    any Lien on any property or asset of the Borrower or any other Loan Party
existing on the date hereof and set forth in Schedule 6.02; 
 (iii)    Liens created pursuant to
Capital Lease Obligations or purchase money Indebtedness permitted pursuant to this Agreement; provided that such Liens are only in respect of the property or assets subject to, and secure only, the respective Capital Lease Obligations or purchase
money Indebtedness; and 
 (iv)    Permitted Encumbrances. 

SECTION 6.03 Fundamental Changes. 

(a)    The Borrower will not, nor will it permit any other Loan Party to, merge into or consolidate with any other Person,
or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that (i) any Subsidiary may merge into Borrower in a transaction in which Borrower is the surviving Person, (ii) any Subsidiary may merge
into any Domestic Subsidiary in a transaction in which the surviving entity is a Domestic Subsidiary and any Foreign Subsidiary of Borrower may merge into any other Foreign Subsidiary, (iii) any Subsidiary may liquidate or dissolve if Borrower
determines in good faith that such liquidation or dissolution is in the best interests of Borrower and is not materially disadvantageous to the Lenders and if such Subsidiary is a Domestic Subsidiary, its assets are transferred to Borrower or a
Domestic Subsidiary and (iv) Borrower or any Subsidiary may give effect to a merger or consolidation the purpose of which is to effect an investment, disposition or Acquisition permitted under Article VI so long as Borrower continues in
existence and the surviving entity is a Domestic Subsidiary. 
 (b)    The Borrower will not, and will not permit any
other Loan Party to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and the other Loan Parties on the date of execution of this Agreement and businesses reasonably related thereto. 

SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any other Loan Party
to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary of Borrower or that is a Foreign Subsidiary prior to such merger) any Equity Interests in or evidences of indebtedness or other
securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any 

  
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obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets
of any other Person constituting a business unit, except: 
 (a)    investments and loans and advances existing on the
date hereof and set forth on Schedule 6.04; 
 (b)    Permitted Investments; 

(c)    loans or advances permitted under Section 6.01(a); 

(d)    loans or advances by the Borrower or any of its Subsidiaries to their respective employees in the ordinary course
of business, not to exceed $500,000 in the aggregate at any one time outstanding; 
 (e)    loans or advances by the
Borrower to its employees to finance the purchase of Equity Interests of the Borrower provided that such loans or advances shall at all times be accounted for on basis consistent with the accounting for such loans or advances in the audited
financial statements of the Borrower as of December 31, 2015; 
 (f)    Accounts receivable owned by the Borrower
or any of its Subsidiaries, if created in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; 

(g)    Guarantees constituting Indebtedness permitted by Section 6.01; provided that a
Subsidiary of Borrower shall not Guarantee any Subordinated Debt; 
 (h)    investments received in connection with the
bankruptcy or reorganization of, or settlement of delinquent Accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; and 

(i)    investments by any Domestic Subsidiary in Borrower or any other Domestic Subsidiary, investments by Borrower in any
of its Domestic Subsidiaries and investments by any Foreign Subsidiary of Borrower in any other Foreign Subsidiary of Borrower. 
 SECTION
6.05 Asset Sales. The Borrower will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any of its Subsidiaries to
issue any additional Equity Interest in such Subsidiary, except: 
 (a)    sales of inventory, used, obsolete, worthless
or surplus equipment and Permitted Investments in the ordinary course of business; 

  
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 (b)    sales, transfers and dispositions to the Borrower or to any of its
Subsidiaries; provided that any such sales, transfers or dispositions involving a Subsidiary of Borrower that is not a Loan Party shall be made in compliance with Section 6.09; and 

(c)    dispositions not otherwise permitted hereunder which are made for fair market value provided, that (i) at the
time of any such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate fair market value of all assets so sold by the Borrower or any of its subsidiaries shall not exceed in any fiscal year
$500,000. 
 provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by clause (b) above)
shall be made for fair value and solely for cash consideration. 
 SECTION 6.06 Sale and Leaseback Transactions. The Borrower will
not, and will not permit any other Loan Party to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and
thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred. 

SECTION 6.07 Swap Agreements. The Borrower will not, and will not permit any other Loan Party to, enter into any Swap Agreement, other
than Swap Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any other Loan Party is exposed in the conduct of its business or the management of its liabilities. 

SECTION 6.08 Restricted Payments. The Borrower will not, nor will it permit any other Loan Party to, declare or make, or agree to pay
or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares
of its Equity Interests, and (ii) Subsidiaries of Borrower may declare and pay dividends ratably with respect to their Equity Interests, and (iii) the Borrower may pay Permitted Tax Distributions. 

SECTION 6.09 Transactions with Affiliates. The Borrower will not, nor will it permit any other Loan Party to, sell, lease or otherwise
transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions in the ordinary course of business that
are at prices and on terms and conditions not less favorable to the Borrower or such other Loan Party than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions
between or among the Borrower and any Loan Party not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.08. 

SECTION 6.10 Restrictive Agreements. The Borrower will not, nor will it permit any other Loan Party to, directly or indirectly, enter
into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any other Loan Party to create, incur or permit to exist any Lien upon any of its
property or assets, or (b) the ability of any Subsidiary of Borrower to pay dividends or other 

  
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distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary of Borrower or to Guarantee Indebtedness of the Borrower or
any of its Subsidiaries; provided that the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document. 

SECTION 6.11 Amendment of Material Documents. The Borrower will not, nor will it permit any other Loan Party to, amend, modify or waive
any of its rights under (a) any Subordinated Debt Document, (b) any documentation relating to the Deferred Capital Call, or (c) its organizational documents (in any manner adverse to the Lenders). 

SECTION 6.12 Additional Subsidiaries. The Borrower will not, and will not permit any other Loan Party to, form or acquire any
Subsidiary after the Effective Date except that Borrower or any of its Subsidiaries may form, create or acquire a wholly-owned Subsidiary so long as (a) immediately thereafter and giving effect thereto, no event will occur and be continuing
which constitutes a Default; (b) such Subsidiary (and, where applicable, Borrower) shall execute and deliver a Guaranty (or, at the option of Administrative Agent, a joinder to the Guaranty executed concurrently herewith) and such Security
Documents as the Administrative Agent may reasonably require to effectuate the provisions of this Agreement regarding Collateral to be covered by the Security Documents (provided that no Foreign Subsidiary shall be required to execute and deliver
such a Guaranty or such Security Documents unless the delivery of such documents would not reasonably be expected to result in adverse tax consequences), and (c) Administrative Agent is given prior notice of such formation, creation or
acquisition. Borrower shall not permit any Foreign Subsidiary to form, create or acquire a Domestic Subsidiary. 
 SECTION 6.13
[Intentionally Left Blank]. 
 SECTION 6.14 [Intentionally Left Blank]. 

SECTION 6.15 Property of Foreign Subsidiaries. Borrower will not permit the aggregate value (based on the greater of book or market
value) of the total assets owned by Foreign Subsidiaries of Borrower to exceed 5% of the aggregate value (based on the greater of book or market value) of the total assets owned by Borrower and all of its Subsidiaries. 

SECTION 6.16 Anti-Corruption Laws and Sanctions. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower
shall not use, and shall not permit any other Loan Party or any of its or their respective directors, officers, employees and agents to use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to
pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or
with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would
result in the violation of any Sanctions applicable to any party hereto. 

  
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 SECTION 6.17 Acquisitions. None of the Loan Parties will consummate any Acquisition
without the prior written consent of the Required Lenders except Acquisitions that satisfy the following conditions precedent: 

(a)    The total cash and noncash consideration (including the fair market value of all Equity Interests issued or
transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under non-compete, consulting and other affiliated
agreements with, the sellers thereof, all write-downs of property and reserves for liabilities with respect thereto and all assumptions of Indebtedness, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower
and its Subsidiaries for any such purchase or other acquisition, when aggregated with the total cash and noncash consideration paid by or on behalf of the Loan Parties for all other purchases and other acquisitions made by the Loan Parties pursuant
to this Section 6.17, shall not exceed $1,000,000 in the aggregate for all Acquisitions closed in any fiscal year or $2,500,000 in the aggregate from and after the Effective Date; 

(b)    any Acquisition of Equity Interests shall require the acquisition of all (but not less than all) of the Equity
Interests in and to the applicable Person; 
 (c)    immediately before and immediately after giving effect to any
Acquisition, no Default or Event of Default shall have occurred and be continuing; 
 (d)    the Administrative Agent
shall have received reasonably satisfactory evidence that immediately after giving effect to such purchase or other acquisition, the Loan Parties shall be in pro forma compliance with the covenants set forth in
Section 5.13, such compliance to be determined on the basis of the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant to Section 5.01(b) as though such Acquisition had
been consummated as of the first day of the trailing four fiscal quarter period ending on the date of such financial statement; 

(e)    all of the requirements of Sections 5.03(b) and 6.12 shall have been satisfied; 

(f)    Administrative Agent shall have received such other documents as may be reasonably requested by the Administrative
Agent in connection with such Acquisition; 
 (g)    Lenders shall have received a copy of the fully executed
acquisition agreement and all amendments thereto (each, as amended, an “Acquisition Agreement”), relating to the Acquisition; 

(h)    Administrative Agent shall have received copies of the material documents evidencing the closing of the
transactions contemplated by such Acquisition Agreement; 
 (i)    Borrower shall deliver (or cause to be delivered) to
the Administrative Agent evidence reasonably satisfactory to the Administrative Agent that all consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the applicable Acquisition shall have
been obtained, and all applicable waiting periods and appeal periods shall have expired, in each case without the imposition of any burdensome conditions. 

  
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 SECTION 6.18 Inactive Subsidiary. Until such time as the Inactive Subsidiary is either
(i) deemed to constitute a Subsidiary of Borrower and has satisfied all of the requirements under this Agreement regarding Subsidiaries of Borrower (including the execution and delivery of a Guaranty and a Security Agreement) or (ii) has
dissolved, the Borrower will not permit the Inactive Subsidiary to hold any material assets or to conduct any business of any kind. 

ARTICLE VII 

Events of Default 
 If any
of the following events (“Events of Default”) shall occur: 
 (a)    the Borrower shall fail to pay any
principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; 

(b)    the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount
referred to in clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business
Days; 
 (c)    any representation or warranty made or deemed made by or on behalf of the Borrower or any other Loan
Party in or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any
amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made; 

(d)    the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Sections
5.01, 5.02, 5.03(b), 5.07, 5.11, 5.13 or 5.16 or in Article VI; 

(e)    any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document
(other than those specified in clauses (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of 20 days after the earlier of (i) the Borrower becoming aware of such failure and
(ii) notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of the Required Lenders); 

(f)    any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled
maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due,
or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; 

  
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 (g)    an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any other Loan Party or their debts, or of a substantial part of their assets, under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any other Loan Party or for a substantial part of
their assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; 

(h)    the Borrower or any other Loan Party shall (i) voluntarily commence any proceeding or file any petition
seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or petition described in clause (g) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower
or any other Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or
(vi) take any action for the purpose of effecting any of the foregoing; 
 (i)    the Borrower or any other Loan
Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; 

(j)    one or more judgments for the payment of money in an aggregate amount in excess of $250,000 (exclusive of amounts
covered by insurance) shall be rendered against the Borrower or any other Loan Party and the same shall remain undischarged for a period of sixty (60) consecutive days during which execution shall not be effectively stayed, or any action shall
be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any other Loan Party to enforce any such judgment; 

(k)    an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other
ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; 
 (l)    any Lien
purported to be created under any Security Document shall cease to be a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document, except as a result of the sale or other disposition of the applicable
Collateral in a transaction permitted under the Loan Documents, and the same shall not be fully cured within 30 days after notice thereof to the Borrower by the Administrative Agent, or any Lien purported to be created under any Security Document
shall be asserted by any Loan Party not to be a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document, except as a result of the sale or other disposition of the applicable Collateral in a
transaction permitted under the Loan Documents; 

  
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 (m)    a Change in Control shall occur; 

then, and in every such event (other than an event described in clauses (g) or (h) of this Article), and at any time thereafter during the
continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, and
thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be
due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder (including any Prepayment Premium), shall
become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, (iii) require Borrower to exercise the Deferred Capital Call and apply the equity received
therefrom to the unpaid balance of the Obligations, and (iv) require cash collateral for the LC Exposure in accordance with Section 2.04(j) hereof; and in case of any event described in clauses (g) or (h) of this
Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other obligations (including any Prepayment
Premium) of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. 

ARTICLE VIII 
 The
Administrative Agent 
 Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and
authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental
thereto. 
 The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any
other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any of its Subsidiaries
or other Affiliate thereof as if it were not the Administrative Agent hereunder. 
 The Administrative Agent shall not have any duties or
obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default
has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except 

  
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discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any
capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct, BUT REGARDLESS OF THE PRESENCE OF ORDINARY NEGLIGENCE. The Administrative Agent shall not be deemed to have
knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by
it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and
shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through
their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. 

Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may
(and, in the event (i) neither the 

  
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Administrative Agent nor any Affiliate of the Administrative Agent, as a Lender, has any Revolving Exposure, outstanding Advance Loan or unused Commitment and (ii) the Required Lenders so
request, the Administrative Agent shall) resign at any time by notifying the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor.
If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on
behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in Houston, Texas, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder
by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations
hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation
hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while it was acting as Administrative Agent. 
 Each Lender acknowledges and agrees that the
extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the
ordinary course of its business and has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to
enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information (which may
contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a Lender or assign or
otherwise transfer its rights, interests and obligations hereunder. 
 ARTICLE IX 

Miscellaneous 
 SECTION
9.01 Notices. 
 (a)    Except in the case of notices and other communications expressly permitted to be given by
telephone (and subject to Section 9.01(b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by
telecopy, as follows: 

  
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 (i)    if to the Borrower, to it at 8901 Gaylord Drive, #210,
Houston, Texas 77024; 
 (ii)    if to the Administrative Agent, to Woodforest National Bank-Loan
Operations, P.O. Box 7889, The Woodlands, TX 77387-7889; 
 (iii)    if to the Issuing Bank, to
Woodforest National Bank-Loan Operations, P.O. Box 7889, The Woodlands, TX 77387-7889; and 

(iv)    if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative
Questionnaire. 
 Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when
received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for
the recipient). Notices delivered through Electronic Systems, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b). 

(b)    Notices and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished using
Electronic Systems pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The
Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and
(ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing
clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is
not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient. 

(c)    Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice
to the other parties hereto. 

  
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 (d)    Each Loan Party agrees that the Administrative Agent may, but shall
not be obligated to, make Communications (as defined below) available to the Issuing Bank and the other Lenders by posting the Communications on Debt Domain, IntraLinks, Syndtrak, ClearPar or a substantially similar Electronic System. Any Electronic
System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions
in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom
from viruses or other code defects, is made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent
Parties”) have any liability to the Borrower or any other Loan Party, any Lender, the Issuing Bank or any other Person or entity for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or
expenses (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of communications through an Electronic System. “Communications” means,
collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative
Agent, any Lender or any Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System. 

SECTION 9.02 Waivers; Amendments. 

(a)    No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power
hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any
rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 9.02(b),
and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as
a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. 

(b)    Subject to Section 9.02(c) below, neither this Agreement nor any other Loan Document nor any provision
hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant
to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required 

  
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Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC
Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment (including any mandatory prepayment) of the
principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written
consent of each Lender affected thereby, (iv) change Section 2.17(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of
the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights
thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be), (vi) release all or substantially all of the Guarantors from liability under the
Guaranty or limit the liability of all or substantially all of the Guarantors in respect of the Guaranty, without the written consent of each Lender, (vii) release all or substantially all of the Collateral from the Liens of the Security
Documents, without the written consent of each Lender or (vii) change any provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any
Class differently than those holding Loans of any other Class, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each affected Class; provided further that (A) any
change to Section 2.20 shall require the written consent of each of the Administrative Agent and the Issuing Bank, (B) no agreement shall amend, modify or otherwise affect any of the rights or duties of the
Administrative Agent or the Issuing Bank without the prior written consent of the Administrative Agent or the Issuing Bank, as the case may be, (C) no such agreement shall amend or modify the provisions of Section 2.05
or any letter of credit application and any bilateral agreement between the Borrower and the Issuing Bank regarding the respective rights and obligations between the Borrower and the Issuing Bank in connection with the issuance of Letters of Credit
without the prior written consent of the Administrative Agent and the Issuing Bank, respectively, and (D) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of the
Revolving Lenders (but not the Advance Loan Lenders) or the Advance Loan Lenders (but not the Revolving Lenders) may be effected by an agreement or agreements in writing entered into by the Borrower and requisite percentage in interest of the
affected Class of Lenders. 
 (c)    If the Administrative Agent and the Borrower acting together identify any
ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure
such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement. 

  
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 SECTION 9.03 Expenses; Indemnity; Damage Waiver. 

(a)    The Borrower shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its
Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents
or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of-pocket expenses incurred
by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the
Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of
Credit issued hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. 

(b)    The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of
any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument
contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or
Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any of its Subsidiaries, or any
Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not such claim, litigation,
investigation or proceeding is brought by any Loan Party, or equity holders, affiliates or creditors or any Loan Party or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, BUT THE PRESENCE OF ORDINARY NEGLIGENCE SHALL NOT AFFECT THE AVAILABILITY OF SUCH INDEMNITY. This
Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. 

  
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 (c)    To the extent that the Borrower fails to pay any amount required to be
paid by it to the Administrative Agent or the Issuing Bank under Sections 9.03(a) or 9.03(b), each Lender severally agrees to pay to the Administrative Agent or the Issuing Bank, as the case may be, such Lender’s pro rata share
(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be,
was incurred by or asserted against the Administrative Agent or the Issuing Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon (without duplication) its share of the sum of
the total Revolving Exposures, outstanding Advance Loans and unused Commitments at the time. 
 (d)    To the extent
permitted by applicable law, no party hereto shall assert, and each such party hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds
thereof; provided that, nothing in this clause (d) shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a
third party. 
 (e)    All amounts due under this Section shall be payable not later than three (3) Business Days
after written demand therefor. 
 SECTION 9.04 Successors and Assigns. 

(a)    The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder
except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate
of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in Section 9.04(c)) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and
the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

  
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 (b)    (i)    Subject to the conditions set forth in
paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, participations in Letters
of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of: 

(A)    the Borrower, provided that no consent of the Borrower shall be required for an assignment to a
Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee, and provided further that the Borrower shall be deemed to have consented to any such assignment unless it shall object
thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and 

(B)    the Administrative Agent, provided that no consent of the Administrative Agent shall be required for
an assignment of (x) any Revolving Commitment to an assignee that is a Lender (other than a Defaulting Lender) with a Revolving Commitment immediately prior to giving effect to such assignment and (y) all or any portion of an Advance Loan
to a Lender, an Affiliate of a Lender or an Approved Fund; and 
 (C)    the Issuing Bank, provided that
no consent of the Issuing Bank shall be required for an assignment of all or any portion of an Advance Loan. 

(ii)    Assignments shall be subject to the following additional conditions: 

(A)    except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the
entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent) shall not be less than $500,000 in respect of a Revolving Commitment or $1,000,000 in respect of an Advance Loan Commitment and Advance Loans (in the aggregate), and shall not
result in the assigning Lender holding a Revolving Commitment of less than $500,000 or $1,000,000 in respect of an Advance Loan Commitment and Advance Loans (in the aggregate), unless each of the Borrower and the Administrative Agent otherwise
consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; 

(B)    each partial assignment shall be made as an assignment of a proportionate part of all the assigning
Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of
Commitments or Loans; 

  
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 (C)    the parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and 

(D)    the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire. 
 For the purposes of this Section, the term “Approved Fund” and “Ineligible Institution”
have the following meanings: 
 “Approved Fund” means any Person (other than a natural person) that is
engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers or manages a Lender. 
 “Ineligible Institution” means
(a) a natural person, (b) a Defaulting Lender or its Lender Parent, (c) a company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof, or (d) the Borrower or
any of its Affiliates; provided that such company, investment vehicle or trust shall not constitute an Ineligible Institution if it (x) has not been established for the primary purpose of acquiring any Loans or Commitments, (y) is managed
by a professional advisor, who is not such natural person or a relative thereof, having significant experience in the business of making or purchasing commercial loans, and (z) has assets greater than $25,000,000 and a significant part of its
activities consist of making or purchasing commercial loans and similar extensions of credit in the ordinary course of its business; provided that upon the occurrence of an Event of Default, any Person (other than a Lender) shall be an Ineligible
Institution if after giving effect any proposed assignment to such Person, such Person would hold more than 25% of the then outstanding Total Revolving Exposure or Commitments, as the case may be. 

(iii)    Subject to acceptance and recording thereof pursuant to Section 9.04(b)(iv), from and after
the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of
the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.16 and 9.03). Any assignment or transfer by a Lender
of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section
9.04(c). 

  
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 (iv)     The Administrative Agent, acting for this purpose as
a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the
Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 

(v)    Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and
an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 9.04(b) and any written consent to such assignment
required by Section 9.04(b), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to
make any payment required to be made by it pursuant to this Agreement, the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall
have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 9.04(b)(v). 

(c)     Any Lender may, without the consent of the Borrower, the Administrative Agent or the Issuing Bank, sell
participations to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations; and (C) the Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects
such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Section 2.16 (subject to the requirements and limitations therein, including the requirements under Sections 2.16(f)
and (g) (it being understood that the documentation required under Section 2.16(f) shall be delivered to the participating Lender and the information and documentation required under Section 2.16(g)


  
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will be delivered to the Borrower and the Administrative Agent)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.04(b); provided
that such Participant (A) agrees to be subject to the provisions of Section 2.18 as if it were an assignee under Section 9.04(b); and (B) shall not be entitled to receive any greater payment under
Section 2.16, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs
after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of
Section 2.18(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided that such Participant
agrees to be subject to Section 2.17(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each
Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any
obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other
obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the
Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no
responsibility for maintaining a Participant Register. 
 (d)    Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure obligations of such Lender to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

SECTION 9.05 Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in
the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the
Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may
have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or


  
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any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have
not expired or terminated. The provisions of Sections 2.16 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof. 

SECTION 9.06 Counterparts; Integration; Effectiveness; Electronic Execution. 

(a)    This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of
which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to (i) fees payable to the Administrative
Agent and (ii) the reductions of the Letter of Credit Commitment constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating
to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. 

(b)    Delivery of an executed counterpart of a signature page of this Agreement by telecopy, emailed pdf. or any other
electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,”
“delivery,” and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of
records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent
and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act or any similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the
Administrative Agent to accept electronic signatures in any form or format without its prior written consent. 
 SECTION 9.07
Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting
the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 

  
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 SECTION 9.08 Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final)
at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by
such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have. 
 SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of
Process. 
 (a)    This Agreement shall be construed in accordance with and governed by the law of the State of
Texas. 
 (b)    The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the
exclusive jurisdiction of each court of the State of Texas sitting in Montgomery County and of the United States District Court for the Southern District of Texas (Houston Division), and any appellate court from any thereof, in any action or
proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding
may be heard and determined in such Texas State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any
action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction. 

(c)    The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 9.09(b). Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

(d)    Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in
Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 

  
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 SECTION 9.10 WAIVER OF JURY TRIAL. BORROWER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF
ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION
ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE
ACCRUE. EACH CREDIT PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER. 

SECTION 9.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are
not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 

SECTION 9.12 Interest Rate Limitation. Borrower and the Lenders intend to strictly comply with all applicable federal and Texas laws,
including applicable usury laws (or the usury laws of any jurisdiction whose usury laws are deemed to apply to the Notes or any other Loan Documents despite the intention and desire of the parties to apply the usury laws of the State of Texas).
Accordingly, the provisions of this Section shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section, even if such provision declares that it controls. As
used in this Section, the term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, provided that, to the maximum extent permitted by applicable law,
(a) any non-principal payment shall be characterized as an expense or as compensation for something other than the use, forbearance or detention of money and not as interest, and (b) all interest at
any time contracted for, reserved, charged or received shall be amortized, prorated, allocated and spread, using the actuarial method, during the full term of the Notes. In no event shall Borrower or any other Person be obligated to pay, or any
Lender have any right or privilege to reserve, receive or retain, (a) any interest in excess of the maximum amount of nonusurious interest permitted under the laws of the State of Texas or the applicable laws (if any) of the United States or of
any other jurisdiction, or (b) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Notes at the Ceiling
Rate. The daily interest rates to be used in calculating interest at the Ceiling Rate shall be determined by dividing the applicable Ceiling Rate per annum by the number of days in the calendar year for which such calculation is being made. None of
the terms and provisions contained in this Agreement or in any other Loan Document (including, without limitation, Article VII hereof) which directly or indirectly relate to interest shall ever be construed without reference to this Section,
or be construed to create a contract to pay for the use, forbearance or detention of money at any interest rate in excess of the Ceiling Rate. If the term of any Note is shortened by reason of acceleration or maturity as a result of any Default or
by any other cause, or by reason 

  
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of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received)
interest in excess of interest calculated at the Ceiling Rate, then and in any such event all of any such excess interest shall be canceled automatically as of the date of such acceleration, prepayment or other event which produces the excess, and,
if such excess interest has been paid to such Lender, it shall be credited pro tanto against the then-outstanding principal balance of Borrower’s obligations to such Lender, effective as of the date or dates when the event occurs which causes
it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any remaining balance of such excess shall be promptly refunded to its payor. 

SECTION 9.13 Keepwell. Each Qualified ECP Loan Party hereby jointly and severally absolutely, unconditionally and irrevocably
undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under any Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan
Party shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section or otherwise under any applicable Loan Document voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Each Qualified ECP Loan Party intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other
agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 

SECTION 9.14 Patriot Act. Each Lender that is subject to the requirements of the Patriot Act hereby notifies the Borrower that pursuant
to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to
identify the Borrower in accordance with the Patriot Act. 
 [Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their respective authorized officers as of the day and year first above written. 
  

			
	SOLARIS OILFIELD INFRASTRUCTURE, LLC,
 a Delaware limited liability company

		
	By:	 	 /s/ Chris Work

		 	        Chris Work, Chief Financial Officer


 [Credit Agreement Signature Page] 







 
			
	WOODFOREST NATIONAL BANK, individually and as Administrative Agent and as Issuing Bank
		
	By:	 	 /s/ Jack Legendre

	Name:	 	 Jack Legendre

	Title:	 	 Senior Vice President



 [Credit Agreement Signature Page] 







 ASSIGNMENT AND ASSUMPTION 

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between (the “Assignor”) and (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. 

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases
and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding
rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or
instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or
in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the
“Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. 

 

					
	1.	  	Assignor:	  	                                      
          
			
	2.	  	Assignee:	  	                                      
          
		  		  	[and is an Affiliate/Approved Fund of                         ]
			
	3.	  	Borrower(s):	  	SOLARIS OILFIELD INFRASTRUCTURE, LLC, a Delaware limited liability company
			
	4.	  	Administrative Agent:	  	WOODFOREST NATIONAL BANK, as the administrative agent under the Credit Agreement
			
	5.	  	Credit Agreement:	  	The Credit Agreement dated as of December 1, 2016 among SOLARIS OILFIELD INFRASTRUCTURE, LLC, a Delaware limited liability company, the Lenders parties thereto, WOODFOREST NATIONAL BANK, as Administrative Agent, and the other
lenders parties thereto

 EXHIBIT A 







 6. Assigned Interest: 
  

							
	 Facility Assigned
	  	 Aggregate Amount of

Commitment/Loans for
 all
Lenders
	  	 Amount of

Commitment/Loans
 Assigned
	  	 Percentage Assigned of
Commitment/Loans1

	 Revolving Loan Commitment
	  	$                                	  	$                            	  	    %
	 Advance Loan Commitment
	  	$                                	  	$                            	  	    %

 Effective Date:             , 20     [TO BE
INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 
 The terms set forth in
this Assignment and Assumption are hereby agreed to: 
  

			
	 ASSIGNOR

	
	  

		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	ASSIGNEE
	
	  

		
	By:	 	  

	Name:	 	  

	Title:	 	  



  
  

	1 	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 


EXHIBIT A 

  
 2 








 Consented to and Accepted: 
  

					
	WOODFOREST NATIONAL BANK, as	  	
	Administrative Agent and as Issuing Bank	  	
			
	By:	 	
                     
                                         
           
	  	
	Name:	 	
                     
                                         
           
	  	
	Title:	 	
                     
                                         
       
	  	
		
	Consented to:	  	
		
	SOLARIS OILFIELD INFRASTRUCTURE, LLC, a Delaware limited liability company	  	
			
	By:	 	  
	  	
	Name:	 	  
	  	
	Title:	 	  
	  	

 EXHIBIT A 

  
 3 








 ANNEX 1 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 

1.    Representations and Warranties. 

1.1    Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of
the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan
Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of any Loan Party or their respective Affiliates or any
other Person obligated in respect of any Loan Document or (iv) the performance or observance by any Loan Party or their respective Affiliates or any other Person of any of their respective obligations under any Loan Document. 

1.2.    Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and
has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any,
specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a
Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered
pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned
Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) attached to the Assignment and Assumption is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender,
and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all
of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 

2.    Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of
the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the
Effective Date. 

  
 EXHIBIT A 

4 








 3.    General Provisions. This Assignment and Assumption shall be
binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and
adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System shall be effective
as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the law of the State of Texas. 

EXHIBIT A 

  
 5 








 COMPLIANCE CERTIFICATE 

The undersigned hereby certifies that he or she is the
                         of SOLARIS OILFIELD INFRASTRUCTURE, LLC, a Delaware limited liability company (the
“Borrower”), and that as such he or she is authorized to execute this certificate on behalf of the Borrower pursuant to the Credit Agreement (the “Agreement”) dated as of December 1, 2016, by and among
Borrower, WOODFOREST NATIONAL BANK, as Administrative Agent, and the lenders therein named; and that a review has been made under his or her supervision with a view to determining whether the Loan Parties have fulfilled all of their respective
obligations under the Agreement, the Notes and the other Loan Documents; and further certifies, represents and warrants that to his or her knowledge (each capitalized term used herein having the same meaning given to it in the Agreement unless
otherwise specified): 
 (a)    The financial statements delivered to the Administrative Agent concurrently with this
Compliance Certificate have been prepared in accordance with GAAP consistently followed throughout the period indicated and fairly present the financial condition and results of operations of the applicable Persons as at the end of, and for, the
period indicated (subject, in the case of quarterly financial statements, to normal changes resulting from year-end adjustments and the absence of certain footnotes). 

(b)    No Default or Event of Default has occurred and is continuing. In this regard, the compliance with the provisions
of Sections 5.13 and 6.13 as of the effective date of the financial statements delivered to the Administrative Agent concurrently with this Compliance Certificate is as follows: 

(i)    Section 5.13(a) – Fixed Charge Coverage Ratio 

Actual                     
       Required 

                 to
1.00          1.50 to 1.00 
 (ii)    Section 5.13(b)
– Leverage Ratio 

Actual                     
       Required 

                 to
1.00          2.00 to 1.00 
 (c)    There has been no change in GAAP
or in the application thereof since the Effective Date which would reasonably be expected to affect the calculation of the financial covenants set forth in the Agreement or, if any such change has occurred, the effects of such change on the
financial statements of the respective Loan Parties are specified on an attachment hereto. 
 (d)    Since the date of
the Agreement, no event has occurred which would be reasonably likely to have a Material Adverse Effect. 
 EXHIBIT B 







 DATED as of
                    , 20        . 

 

	
	  

	[SIGNATURE OF AUTHORIZED OFFICER]


 EXHIBIT B 

  
 2 








 NOTE 

(Revolving Loans) 
  

					
	
$                   
 
	  	Houston, Texas          	  	                    , 20        

 FOR VALUE RECEIVED, SOLARIS OILFIELD INFRASTRUCTURE, LLC, a Delaware limited liability company (together with
permitted successors, herein collectively called “Maker”), promises to pay to    (“Payee”), at the office of WOODFOREST NATIONAL BANK, at Woodforest National Bank-Loan Operations, P.O. Box 7889,
The Woodlands, TX 77387-7889, in immediately available funds and in lawful money of the United States of America, the principal sum of
                     Dollars ($) (or the unpaid balance of all principal advanced against this note, if that amount is less), together with interest
on the unpaid principal balance of this note from time to time outstanding at the rate or rates provided in that certain Credit Agreement (as amended, supplemented, restated or replaced from time to time, the “Credit Agreement”)
dated as of December 1, 2016 among Maker, certain signatory banks named therein (including the Payee) and WOODFOREST NATIONAL BANK, as Administrative Agent; provided, that for the full term of this note the interest rate produced by the
aggregate of all sums paid or agreed to be paid to the holder of this note for the use, forbearance or detention of the debt evidenced hereby shall not exceed the Ceiling Rate. Any term defined in the Credit Agreement which is used in this note and
which is not otherwise defined in this note shall have the meaning ascribed to it in the Credit Agreement. 

1.    Credit Agreement; Advances; Security. This note has been issued pursuant to the terms of the Credit
Agreement, and is one of the Notes referred to in the Credit Agreement. Advances against this note by Payee or other holder hereof shall be governed by the terms and provisions of the Credit Agreement. Reference is hereby made to the Credit
Agreement for all purposes. Payee is entitled to the benefits of and security provided for in the Credit Agreement. The unpaid principal balance of this note at any time shall be the total of all amounts lent or advanced against this note less the
amount of all payments or permitted prepayments made on this note and by or for the account of Maker. All loans and advances and all payments and permitted prepayments made hereon may be endorsed by the holder of this note on a schedule which may be
attached hereto (and thereby made a part hereof for all purposes) or otherwise recorded in the holder’s records; provided, that any failure to make notation of (a) any advance shall not cancel, limit or otherwise affect Maker’s
obligations or any holder’s rights with respect to that advance, or (b) any payment or permitted prepayment of principal shall not cancel, limit or otherwise affect Maker’s entitlement to credit for that payment as of the date
received by the holder. 
 2.    Mandatory Payments of Principal and Interest. 

(a)    Accrued and unpaid interest on the unpaid principal balance of this note shall be due and payable as provided in the
Credit Agreement. 
 (b)    On the Revolving Maturity Date, the entire unpaid principal balance of this note and all
accrued and unpaid interest on the unpaid principal balance of this note shall be finally due and payable. 
 EXHIBIT C-1 







 (c)    All payments hereon made pursuant to this Paragraph shall be applied
first to accrued interest, the balance to principal. 
 (d)    If any payment provided for in this note shall become due
on a day other than a Business Day, such payment may be made on the next succeeding Business Day (unless the result of such extension of time would be to extend the date for such payment into another calendar month or beyond the Revolving Maturity
Date, and in either such event such payment shall be made on the Business Day immediately preceding the day on which such payment would otherwise have been due), and such extension of time shall in such case be included in the computation of
interest on this note. 
 (e)    The Credit Agreement provides for required prepayments of the indebtedness evidenced
hereby upon terms and conditions specified therein. 
 3.    Default. The Credit Agreement provides for the
acceleration of the maturity of this note and other rights and remedies upon the occurrence of certain events specified therein. 

4.    Waivers by Maker and Others. Except to the extent, if any, that notice of default is expressly required
herein or in any of the other Loan Documents, Maker and any and all co-makers, endorsers, guarantors and sureties severally waive notice (including, but not limited to, notice of intent to accelerate and
notice of acceleration, notice of protest and notice of dishonor), demand, presentment for payment, protest, diligence in collecting and the filing of suit for the purpose of fixing liability and consent that the time of payment hereof may be
extended and re-extended from time to time without notice to any of them. Each such person agrees that his, her or its liability on or with respect to this note shall not be affected by any release of or
change in any guaranty or security at any time existing or by any failure to perfect or to maintain perfection of any lien against or security interest in any such security or the partial or complete unenforceability of any guaranty or other surety
obligation, in each case in whole or in part, with or without notice and before or after maturity. 
 5.    Paragraph
Headings. Paragraph headings appearing in this note are for convenient reference only and shall not be used to interpret or limit the meaning of any provision of this note. 

6.    Choice of Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE APPLICABLE LAWS OF THE
STATE OF TEXAS AND THE UNITED STATES OF AMERICA FROM TIME TO TIME IN EFFECT. 
 7.    Successors and Assigns.
This note and all the covenants and agreements contained herein shall be binding upon, and shall inure to the benefit of, the respective legal representatives, heirs, successors and assigns of Maker and Payee. 

8.    Records of Payments. The records of Payee shall be prima facie evidence of the amounts owing on this note.

  
 EXHIBIT C-1 

  
 2 








 9.    Severability. If any provision of this note is held to be
illegal, invalid or unenforceable under present or future laws, the legality, validity and enforceability of the remaining provisions of this note shall not be affected thereby, and this note shall be liberally construed so as to carry out the
intent of the parties to it. 
 10.    Revolving Loan. Subject to the terms and provisions of the Credit
Agreement, Maker may use all or any part of the credit provided to be evidenced by this note at any time before the Revolving Maturity Date. Maker may borrow, repay and reborrow hereunder, and except as set forth in the Credit Agreement there is no
limitation on the number of advances made hereunder. 
 11.    Business Loans. Maker warrants and represents to
Payee and all other holders of this note that all loans evidenced by this note are and will be for business, commercial, investment or other similar purpose and not primarily for personal, family, household or agricultural use, as such terms are
used in the Texas Finance Code. 
  

					
		 	 SOLARIS OILFIELD INFRASTRUCTURE, LLC,

a Delaware limited liability company

			
		 	By:	  	
                     
                

		 	Name:	  	  

		 	Title:	  	  


 EXHIBIT C-1 

  
 3 








 NOTE 

(Advance Loans) 
  

					
	$                    	 	Houston, Texas	  	                    , 20        

 FOR VALUE RECEIVED, SOLARIS OILFIELD INFRASTRUCTURE, LLC, a Delaware limited liability company (together with
permitted successors, herein collectively called “Maker”), promises to pay to    (“Payee”), at the office of WOODFOREST NATIONAL BANK, at Woodforest National Bank-Loan Operations, P.O. Box 7889,
The Woodlands, TX 77387-7889, in immediately available funds and in lawful money of the United States of America, the principal sum of
                                    Dollars
($                    ) (or the unpaid balance of all principal advanced against this note, if that amount is less), together with interest on the
unpaid principal balance of this note from time to time outstanding at the rate or rates provided in that certain Credit Agreement (as amended, supplemented, restated or replaced from time to time, the “Credit Agreement”) dated as
of December 1, 2016 among Maker, certain signatory banks named therein (including the Payee) and WOODFOREST NATIONAL BANK, as Administrative Agent; provided, that for the full term of this note the interest rate produced by the aggregate
of all sums paid or agreed to be paid to the holder of this note for the use, forbearance or detention of the debt evidenced hereby shall not exceed the Ceiling Rate. Any term defined in the Credit Agreement which is used in this note and which is
not otherwise defined in this note shall have the meaning ascribed to it in the Credit Agreement. 
 1.    Credit
Agreement; Advances; Security. This note has been issued pursuant to the terms of the Credit Agreement, and is one of the Notes referred to in the Credit Agreement. Advances against this note by Payee or other holder hereof shall be governed by
the terms and provisions of the Credit Agreement. Reference is hereby made to the Credit Agreement for all purposes. Payee is entitled to the benefits of and security provided for in the Credit Agreement. The unpaid principal balance of this note at
any time shall be the total of all amounts lent or advanced against this note less the amount of all payments or permitted prepayments made on this note and by or for the account of Maker. All loans and advances and all payments and permitted
prepayments made hereon may be endorsed by the holder of this note on a schedule which may be attached hereto (and thereby made a part hereof for all purposes) or otherwise recorded in the holder’s records; provided, that any failure to
make notation of (a) any advance shall not cancel, limit or otherwise affect Maker’s obligations or any holder’s rights with respect to that advance, or (b) any payment or permitted prepayment of principal shall not cancel, limit
or otherwise affect Maker’s entitlement to credit for that payment as of the date received by the holder. 

2.    Mandatory Payments of Principal and Interest. 

(a)    Accrued and unpaid interest on the unpaid principal balance of this note shall be due and payable as provided in the
Credit Agreement. 
 (b)    Section 2.09(a) of the Credit Agreement provides for periodic installments of
principal which shall be due and payable on this note. On the Advance Loan Maturity Date, the entire unpaid principal balance of this note and all accrued and unpaid interest on the unpaid principal balance of this note shall be finally due and
payable. 

  
 EXHIBIT C-2 








 (c)    All payments hereon made pursuant to this Paragraph shall be applied
first to accrued interest, the balance to principal. 
 (d)    If any payment provided for in this note shall become due
on a day other than a Business Day, such payment may be made on the next succeeding Business Day (unless the result of such extension of time would be to extend the date for such payment into another calendar month or beyond the Advance Loan
Maturity Date, and in either such event such payment shall be made on the Business Day immediately preceding the day on which such payment would otherwise have been due), and such extension of time shall in such case be included in the computation
of interest on this note. 
 (e)    The Credit Agreement provides for required prepayments of the indebtedness evidenced
hereby upon terms and conditions specified therein. 
 3.    Default. The Credit Agreement provides for the
acceleration of the maturity of this note and other rights and remedies upon the occurrence of certain events specified therein. 

4.    Waivers by Maker and Others. Except to the extent, if any, that notice of default is expressly required
herein or in any of the other Loan Documents, Maker and any and all co-makers, endorsers, guarantors and sureties severally waive notice (including, but not limited to, notice of intent to accelerate and
notice of acceleration, notice of protest and notice of dishonor), demand, presentment for payment, protest, diligence in collecting and the filing of suit for the purpose of fixing liability and consent that the time of payment hereof may be
extended and re-extended from time to time without notice to any of them. Each such person agrees that his, her or its liability on or with respect to this note shall not be affected by any release of or
change in any guaranty or security at any time existing or by any failure to perfect or to maintain perfection of any lien against or security interest in any such security or the partial or complete unenforceability of any guaranty or other surety
obligation, in each case in whole or in part, with or without notice and before or after maturity. 
 5.    Paragraph
Headings. Paragraph headings appearing in this note are for convenient reference only and shall not be used to interpret or limit the meaning of any provision of this note. 

6.    Choice of Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE APPLICABLE LAWS OF THE
STATE OF TEXAS AND THE UNITED STATES OF AMERICA FROM TIME TO TIME IN EFFECT. 
 7.    Successors and Assigns.
This note and all the covenants and agreements contained herein shall be binding upon, and shall inure to the benefit of, the respective legal representatives, heirs, successors and assigns of Maker and Payee. 

8.    Records of Payments. The records of Payee shall be prima facie evidence of the amounts owing on this note.


  
 EXHIBIT C-2 

2 








 9.    Severability. If any provision of this note is held to be
illegal, invalid or unenforceable under present or future laws, the legality, validity and enforceability of the remaining provisions of this note shall not be affected thereby, and this note shall be liberally construed so as to carry out the
intent of the parties to it. 
 10.    Business Loans. Maker warrants and represents to Payee and all other
holders of this note that all loans evidenced by this note are and will be for business, commercial, investment or other similar purpose and not primarily for personal, family, household or agricultural use, as such terms are used in the Texas
Finance Code. 
  

			
	 SOLARIS OILFIELD INFRASTRUCTURE, LLC,

a Delaware limited liability company



 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 EXHIBIT C-2 

  
 3 








 BORROWING BASE CERTIFICATE 

The undersigned hereby certifies that he or she is the of SOLARIS OILFIELD INFRASTRUCTURE, LLC, a Delaware limited liability company (the
“Borrower”), and that as such he or she is authorized to execute this Borrowing Base Certificate on behalf of the Borrower pursuant to the Credit Agreement (as it may be amended, supplemented or restated from time to time, the
“Credit Agreement”) dated as of December 1, 2016, by and among the Borrower, WOODFOREST NATIONAL BANK, as Administrative Agent, and the Lenders therein named. The undersigned further certifies, represents and warrants that
(i) Schedule 1 attached hereto sets forth a detailed calculation of Eligible Accounts, Eligible Inventory and the Borrowing Base, and (ii) to his or her knowledge, after due inquiry, that Schedule 1 has been duly completed and is true and
correct in all material respects: 
 Terms used herein with their initial letters capitalized which are not otherwise defined herein shall
have the meanings ascribed to such terms in the Credit Agreement. 
 Dated
            , 20    . 
  

			
		 	  

		 	[SIGNATURE OF AUTHORIZED OFFICER]



  
 EXHIBIT D 








 U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of December 1, 2016 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among SOLARIS OILFIELD INFRASTRUCTURE, LLC, a Delaware limited liability company (the “Borrower”), the Lenders named therein, and WOODFOREST NATIONAL BANK, as Administrative Agent.

 Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that
(i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the
Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code.

 The undersigned has furnished Administrative Agent and Borrower with a certificate of its
non-U.S. Person status on IRS Form W-8BEN-E or IRS Form W-8BEN. By executing this
certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower and Administrative Agent and (2) the undersigned shall have at all times furnished
Borrower and Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 
  

			
	[NAME OF LENDER]
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	Date:                     , 201    

 EXHIBIT E-1 

to Credit Agreement 







 U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of December 1, 2016 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among SOLARIS OILFIELD INFRASTRUCTURE, LLC, a Delaware limited liability company (the “Borrower”), the Lenders named therein, and WOODFOREST NATIONAL BANK, as Administrative Agent.

 Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that
(i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent
shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code. 

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person
status on IRS Form W-8BEN-E or IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the
information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 
  

			
	[NAME OF LENDER]
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	Date:             , 201    

 EXHIBIT E-2 

to Credit Agreement 







 U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of December 1, 2016 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among SOLARIS OILFIELD INFRASTRUCTURE, LLC, a Delaware limited liability company (the “Borrower”), the Lenders named therein, and WOODFOREST NATIONAL BANK, as Administrative Agent.

 Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that
(i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such
participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A)
of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (v) none of its direct or indirect partners/members is a controlled
foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished its participating
Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E or IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E or IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this
certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a
properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 
  

			
	[NAME OF PARTICIPANT]


			
		
	By:	 	  

	Name:	 	
	Title:	 	


			
	
	Date:             , 201    

 EXHIBIT E-3 

to Credit Agreement 







 U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of December 1, 2016 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among SOLARIS OILFIELD INFRASTRUCTURE, LLC, a Delaware limited liability company (the “Borrower”), the Lenders named therein, and WOODFOREST NATIONAL BANK, as Administrative Agent.

 Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that
(i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such
Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a
bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent
shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code.

 The undersigned has furnished Administrative Agent and Borrower with IRS Form W-8IMY accompanied
by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E or (ii) an IRS Form
W-8IMY accompanied by an IRS Form W-8BEN-E or IRS Form W-8BEN from each of such
partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the
calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 
  

			
	[NAME OF LENDER]


			
		
	By:	 	  

	Name:	 	
	Title:	 	


			
	
	Date:             , 201    

 EXHIBIT E-4 

to Credit Agreement 







 Schedule 2.01A 

Commitments 
  

									
	 Lender
	  	Revolving
Commitments	 	  	Advance Loan
Commitments	 
	 WOODFOREST NATIONAL BANK
	  	$	1,000,000	 	  	$	10,000,000	 








 Schedule 2.01B 

Letter of Credit Commitment 

$250,000 







 Schedule 3.12 

Subsidiaries 
 Solaris Oilfield
Early Property, LLC, a Texas limited liability company 
 Solaris Oilfield Site Services Operating, LLC, a Texas limited liability company 

Solaris Oilfield Site Services Personnel, LLC, a Delaware limited liability company 







 Schedule 6.01 

Existing Indebtedness 
  

	1.	Vehicle financing - $327,719 balance at October 31, 2016 

  

	2.	Capital lease of land and building at Early, Texas manufacturing facility - $242,323 balance at October 31, 2016 

  

	3.	Insurance premium financing - $31,252 balance at October 31, 2016 

  

	4.	Indebtedness related to that certain Guaranty of Lease Agreement dated as of November 3, 2016 made by Solaris Oilfield Infrastructure, LLC, as guarantor, in favor of Blex Exchange II LP, as Landlord (the
“Landlord”) under that certain Lease Agreement dated November 3, 2016 among the Landlord and Solaris Energy Management, LLC, as tenant. 








 Schedule 6.02 

Existing Liens 
 Liens related to
vehicle financing - $327,719 balance at October 31, 2016 
 Lien related to capital lease of land and building at Early, Texas manufacturing facility -
$242,323 balance at October 31, 2016 







 Schedule 6.04 

Existing Investments 
 $25,000
Certificate of Deposit with Wells Fargo Account #9905084845 
 $25,000 Certificate of Deposit with Wells Fargo Account #9593401988 

Existing loans and advances by the Borrower to its employees to finance the purchase of Equity Interests of the Borrower prior to the date hereof in the
aggregate amount of $5,730,905