loanagreement






FIRST AMENDED AND RESTATED 
LOAN AND SECURITY AGREEMENT


THIS FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (“Agreement”) is made this 26th day of June, 2014, by and between ERICK FLOWBACK SERVICES, LLC, an Oklahoma limited liability company (“EFS”), and ROD’S PRODUCTION SERVICES, L.L.C., a Delaware limited liability company (“RPS”) (EFS and RPS are collectively referred to herein as “Borrowers”), MARK SNODGRASS, an individual, and BRIAN AUSTIN, an individual, and MCE, LP, a Delaware limited partnership (“MCE”) (herein collectively “Guarantors”) and BANK 7, 1039 NW 63rd St., Oklahoma City, OK 73116 (“Bank 7” or “Lender”).


RECITALS


WHEREAS this Agreement represents a complete restatement and amendment of that certain original Loan and Security Agreement dated September 30, 2013, between the same parties with the exception of MCE (the “Prior Agreement”); and


WHEREAS Borrowers have requested Lender to amend and modify the Prior Agreement to provide for a credit facility consisting of two (2) loans (collectively, the “Loans”), as follows: (i) the Consolidated Loan,:  a term loan in the amount of TWELVE MILLION EIGHT HUNDRED THOUSAND AND 00/100 DOLLARS ($12,800,000.00) (“Note 1”), and (ii) the Certificate of Deposit Loan in the amount of FOUR MILLION AND 00/100 DOLLARS ($4,000,000.00) (“Note 2”); (Note 1 and Note 2 are collectively referred to herein as the “Notes”); and


WHEREAS Note 1 is a renewal, consolidation, and modification of those certain prior notes described in the Prior Agreement as: Bank 7 Note 1, Bank 7 Note 2, Bank 7 Note 3, IBC Note 1, IBC Note 2 and IBC Note 3.


WHEREAS Lender is willing to make the Loans to Borrowers upon the terms and conditions set forth in this Agreement.


NOW, THEREFORE, in consideration of the mutual covenants contained herein, Borrowers and Lender do hereby agree as follows:


1.    CONSTRUCTION AND DEFINITION OF TERMS


All terms used herein without definition which are defined by the Oklahoma Uniform Commercial Code shall have the meanings assigned to them by the Oklahoma Uniform Commercial Code, as in effect on the date hereof, unless and to the extent varied by this Agreement.  All accounting terms used herein without definition shall have the meanings assigned to them as determined by GAAP (as defined herein).  Whenever the phrase “satisfactory to Lender” is used in this Agreement, such phrase shall mean “satisfactory to Lender in its sole discretion.”  The use of any gender or the neuter herein shall also refer to the other gender or the neuter and the use of the plural shall also refer to the singular, and vice versa.  In addition to the terms defined elsewhere in this Agreement, 









unless the context otherwise requires, when used herein, the following terms shall have the following meanings:


1.1.    [Reserved].


1.2.    “Advance” means any advance by Lender to Borrowers under the Loans in accordance with Section 2.7 herein.


1.3.    “Affiliate” means, with respect to any Person, any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, including, (a) any Person which beneficially owns or holds ten percent (10%) or more of any class of voting stock of such Person or ten percent (10%) or more of the Equity Interest in such Person, (b) any Person of which such Person beneficially owns or holds ten percent (10%) or more of any class of voting shares or in which such Person beneficially owns or holds ten percent (10%) or more of the Equity Interests in such Person, and (c) any officer or director of such Person.


1.4.    “Agreement” means this First Amended and Restated Loan and Security Agreement and all amendments, modifications and supplements hereto.


1.5.    “Bankruptcy Code” means the United States Bankruptcy Code, as amended from time to time.


1.6.    “Business Premises” means Borrowers’ offices located at: for EFS: 20568 US Hwy 81, Kingfisher, OK  73750; for RPS: 3401 SW Wilshire Blvd., Suite B, Joshua, Texas 76058. 


1.7.    “Certified” means that the information, statement, schedule, report or other document required to be “Certified” shall contain a representation of a duly authorized officer of Borrowers that such information, statement, schedule, report or other document is true and complete.


1.8.    “Closing” means the date on which this Agreement is executed.


1.9.    “Closing Date” means the date on which this Agreement has been executed and delivered by the parties hereto and all conditions precedent have been satisfied.


1.10.    “Collateral” means all of Borrowers’ real and personal property, both now owned and hereafter acquired, including but not limited to:


		
	(a)
	[Reserved].




		
	(b)
	General Intangibles, etc.  All of the following, whether now or hereafter existing, which are owned by Borrowers or in which Borrowers otherwise have any rights; all contract rights and general intangibles of any kind (including but not limited to choses in action, membership and partnership interests, tax refunds, and insurance 





-2-






proceeds), all chattel paper, documents, instruments, security agreements, leases, other contracts (including, but not limited to, contracts or leases for the use of Borrowers’ equipment, including drilling and service rigs) and money, and all other rights of Borrowers (except those constituting Accounts) to receive payments of money or the ownership of property (any and all such contract rights, general intangibles, chattel paper, documents, instruments, security agreements, leases, other contracts and money and other rights being herein called the “General Intangibles”).


		
	(c)
	Goods, Equipment and Fixtures.  All of Borrowers’ goods, equipment, and fixtures now owned or hereafter acquired, including, but not limited to, the equipment identified on Schedule 1.11(c), attached hereto and incorporated herein, together with any and all equipment purchased with loan proceeds of the Loans.




		
	(d)
	[Reserved].




		
	(e)
	Investment Property.  All of Borrowers’ investment property now owned or hereafter acquired.




		
	(f)
	Deposit Accounts.  All of Borrowers’ deposit accounts with Lender.




		
	(g)
	Real Property.  All of Shale Properties, LLC’s real property located in Montague County, Texas, Atascosa County, Texas, Carroll County, Ohio, and Tuscarawas County, Ohio.  




		
	(h)
	Life Insurance.  Assignment of Life Insurance Policies on the lives of Mark Snodgrass and Brian Austin, in the amount of $5,000,000.00 each.




		
	(i)
	Certificates of Deposit. Those two (2) certain Certificates of Deposit issued by Bank 7 in the amount of $2,000,000.00 each to Mark Snodgrass and Brian Austin.




(j)    Proceeds.  Proceeds and products of all of the foregoing.


Notwithstanding the foregoing, the “Collateral” does not include the “WFB Collateral” as defined in that certain Lien Release and Acknowledgement, dated as of September, 2013, by and between Wells Fargo Bank, National Association, Bank 7, International Bank of Commerce and the Borrowers.


1.11.    “Distribution” means (a) any distribution, dividend or any other payment or distribution (in cash, property or obligations) made by Borrowers on account of their respective membership interests, (b) any redemption, purchase, retirement or other acquisition by Borrowers 



-3-






of any of their respective membership interests, or (c) the establishment of any fund for any such distribution, dividend, payment or acquisition. 


1.12.    “EBITDA” means for Borrowers for any period, the sum of: (a) net income for such period, plus (b) without duplication and to the extent deducted in determining such net income: (i) interest expense for such period, plus (ii) income tax expense, for such period, plus (iii) depreciation and amortization for such period.


1.13.    “Equity Interest” means, with respect to any Person, any shares, interests, participations, or other equivalents (however designated) of corporate stock, membership interests, or partnership interests (or any other ownership interests) of such Person.


1.14.    “Event of Default” means any of the events described in Section 8 hereof.


1.15.    “Fixed Charge Coverage Ratio” for Borrowers means for the four-quarter period ending as of any quarter end (A) (i) EBITDA for period, minus the sum of (ii)(a) Non-Financed Capital Expenditures for such period, and (b) Distributions and/or salary to owners for such period, and (c) cash taxes paid for such period, divided by (B) the sum of all principal and interest expense for such period on all indebtedness.


1.16.    “GAAP” means generally accepted accounting principles in the United States of America in effect from time to time.


1.17.    “Guarantors” means Mark Snodgrass, Brian Austin and MCE.


1.18.    “Governmental Authority” means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.


1.19.    “Hazardous Materials” means any solid, liquid, gaseous or thermal irritant or contaminant, such as smoke, vapor, soot, fumes, acids, alkalis, chemicals, waste, or petroleum products (including materials to be recycled, reconditioned or reclaimed) and any pollution or other toxic or hazardous substances as defined or listed under any of the following Laws: any  federal, state, or local statutes, Laws, ordinances, codes, rules, regulations, orders, or decrees including, without limitation, the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq., the Federal Hazardous Materials Transportation Act, the Federal Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901, et seq., the Federal Toxic Substances Control Act, as amended, 15 U.S.C. § 2601, et seq., the Federal Clean Air Act, as amended, 42 U.S.C. § 7401, et seq., the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251, et seq., the National Environmental Policy Act, as amended, 42 U.S.C. § 4321, et seq., the Rivers and Harbors Act of 1899, as amended, 33 U.S.C. § 401, et seq., the Pollution Control Coordinating Act, 82 O.S. § 931, et seq., the Oklahoma Controlled Industrial Waste Disposal Act, 63 Okla. Stat. § 1 2001.1, et seq., the Oklahoma Solid Waste Management Act, 63 Okla. Stat. § 1 2300, et seq., the Controlled Industrial Waste Fund Act, 63 Okla. Stat. § 1 2015, et seq., the Oklahoma Clean Air Act, 63 Okla. Stat. § 1 1801, et seq., the 



-4-






Oklahoma Underground Storage Tank Regulation Act 17 Okla. Stat. § 301, et seq., or any rules and regulations of the EPA, any, other state statutes or regulations, any municipal ordinances, rules or regulations or any statutes or regulations of any other agency or governmental authority or entity having jurisdiction over the Borrowers (collectively the “Environmental Laws”)


1.20.    “Indebtedness” means all items that would properly be included in the liability section of a balance sheet or in a footnote to a financial statement in accordance with GAAP or income tax basis accounting principles, and shall also include all contingent liabilities.


1.21.    “Laws” means all ordinances, statutes, rules, regulations, orders, injunctions, writs or decrees of any Governmental Authority or political subdivision or agency thereof, or any court or similar entity established by any thereof.


1.22.    “Leverage Ratio” means Borrowers’ funded debt divided by EBITDA as more particularly stated in Section 6.21.


1.23.    “Lien” means any statutory or common law consensual or non-consensual mortgage, pledge, security interest, encumbrance, lien, right of setoff, claim or charge of any kind, including, without limitation, any conditional sale or other title retention transaction, any lease transaction in the nature thereof and any secured transaction under the Uniform Commercial Code of any jurisdiction.


1.24.    “Loan Amount” for each of the Notes means the total amount of funds available to Borrowers under the Notes.


1.25.    “Loan Documents” means any and all agreements, contracts, promissory notes, security agreements, assignments, subordination agreements, pledge or hypothecation agreements, mortgages, deeds of trust, leases, guaranties, instruments, letters of credit, letter of credit agreements and documents now and hereafter existing between Lender and Borrowers, executed and/or delivered pursuant to this Agreement or otherwise or guaranteeing, securing or in any other manner relating to any of the Obligations, including, without limitation, the instruments and documents referred to in Section 5.1 hereof together with any other instrument or document executed by Borrowers, Lender or any other Person in connection with the Loans.


1.26.    “Material Adverse Effect” means a material adverse effect on: (a) the business, operations, property or condition (financial or otherwise) of Borrowers; (b) the ability of Borrowers to pay the Obligations or the ability of Borrowers to perform their Obligations under this Agreement or any of the other Loan Documents; or (c) the validity or enforceability of this Agreement or any of the Loan Documents, or the rights or remedies of Lender hereunder or thereunder.


1.27.    “Maturity Date” means the respective date identified in each of the Notes as the context may require in this Agreement.





-5-






1.28.    “Non-Financed Capital Expenditures” means any and all capital expenditures of Borrowers not funded by Lender, to the extent such capital expenditures collectively exceed $500,000.00.


1.29.    “Notes” means each of the Borrowers’ Promissory Notes evidencing the Loans provided for herein and all renewals, replacements and extensions thereof, including, (a) Borrowers’ consolidated loan in the amount of TWELVE MILLION EIGHT HUNDRED THOUSAND AND 00/100 DOLLARS ($12,800,000.00) (“Note 1”) and (b) Borrowers’ certificate of deposit loan in the amount of FOUR MILLION AND 00/100 DOLLARS ($4,000,000.00) (“Note 2”).


1.30.    “Obligations” means the full and punctual observance and performance of all present and future duties, covenants and responsibilities due to Lender by Borrowers under this Agreement, the Notes, the Loan Documents and otherwise, all present and future obligations and liabilities of Borrowers to Lender for the payment of money under this Agreement, the Notes, the Loan Documents and otherwise (extending to all principal amounts, interest, late charges, fees and all other charges and sums, as well as all costs and expenses payable by Borrowers under this Agreement, the Notes, the Loan Documents and otherwise), whether direct or indirect, contingent or noncontingent, matured or unmatured, accrued or not accrued, related or unrelated to this Agreement, whether or not now contemplated, whether or not any instrument or agreement relating thereto specifically refers to this Agreement and whether or not of the same character or class as Borrowers’ obligations under this Agreement or the Notes, including, without limitation, overdrafts in any checking or other accounts of Borrowers at Lender and claims against Borrowers acquired by assignment to Lender, whether or not secured under any other document, or agreement or statutory or common law provision, as well as all renewals, refinancings, consolidations, re-castings and extensions of any of the foregoing, the parties acknowledging that the nature of the relationship created hereby contemplates the making of future advances by Lender to Borrowers.


1.31.    “Obligor” means individually and collectively, Borrowers and any Person who is primarily or secondarily liable for the repayment of the Obligations, if any, or any portion thereof; and any Person who has granted security for the repayment of any of the Obligations, if any.


1.32.    “Organizational Documents” means, for any Person (a) the articles of incorporation or certificate of formation and bylaws of such Person if such Person is a corporation, (b) the articles of organization or certificate of formation and operating agreement or regulations of such Person if such Person is a limited liability company, (c) the certificate of limited partnership or certificate of formation and the limited partnership agreement of such Person if such Person is a limited partnership, or (d) the documents under which such Person was created and is governed if such person is not a corporation, limited liability company or limited partnership.


1.33.    “Permitted Liens” means Liens of Lender, or Liens specifically consented to by Lender in writing.





-6-






1.34.    “Person” means a natural person, corporation, association, limited liability company, partnership, joint venture, trust, government and agencies and departments thereof and every other entity of every kind.


1.35.    “Subsidiary” means for any Person, a Person of which or in which such Person or other Subsidiaries own or control, directly or indirectly, fifty percent (50%) or more of (a) the combined voting power of all classes having general voting power under ordinary circumstances to elect a majority of the directors (if it is a corporation), managers or equivalent body of such Person, (b) the capital interest or profits interest of such Person, if it is a partnership, limited liability company, joint venture or similar entity, or (c) the beneficial interest of such Person, if it is a trust, association or other unincorporated association or organization.


1.36.    “Tangible Net Worth” means the Total Assets less the Total Liabilities.  As used herein Total Assets means: the sum of current assets, property and equipment and other assets, as listed on Borrowers’ balance sheet, less Intangible Assets.  As used herein Intangible Assets means:  goodwill, intellectual property, patents, copyrights, and trademarks.  As used herein Total Liabilities means the sum of current liabilities, long term debt, and other miscellaneous liabilities.


2.    THE LOANS


2.1.    Loan Amounts.  Subject to the terms and conditions hereinafter set forth, Lender agrees to lend to Borrowers and Borrowers agree to borrow from Lender the total sum of not to exceed SIXTEEN MILLION EIGHT HUNDRED THOUSAND AND 00/100 DOLLARS ($16,800,000.00) to be comprised of the following two (2) loans:  as follows: (i) the “Consolidated Loan” consisting of a loan in the amount of TWELVE MILLION EIGHT HUNDRED THOUSAND AND 00/100 DOLLARS ($12,800,000.00) (“Note 1”), and (ii) a Certificate of Deposit Loan in the amount of FOUR MILLION AND 00/100 DOLLARS ($4,000,000.00) (“Note 2”).  The Consolidated Loan and the Certificate of Deposit Loan are collectively referred to herein as the “Loans”.


2.2.    Notes.  Borrowers’ obligation to repay the Loans with interest shall be evidenced by, and the Loans shall be repaid with interest in accordance with, the Notes. 


2.3.    Restructure Loan Fee.  Borrowers shall pay to Lender, at Closing, a fee of $90,000.00.  


2.4.    Default Rate.  Upon the occurrence of an Event of Default hereunder, sums outstanding under each Loan shall bear interest at the default rate of interest as set forth in each Note (the “Default Rate”) until the default is cured.  The default shall be cured on the demand of Lender.


2.5.    Borrowers’ Conditional Right to Re-Advance on Note 1 at Maturity.  Upon satisfaction of the conditions precedent herein stated Borrowers shall have the right to seek and receive a re-advance upon Note 1 in the amount not to exceed $4,000,000.00 with the further limitation that the re-advance shall not exceed such amount that when added to the then outstanding 



-7-






principal balance owed on Note 1, Note 1 shall not exceed the amount of $12,800,000.00.  The conditions precedent which must be satisfied as a condition to a re-advance are as follows: (a) Borrowers shall not have defaulted under any term or provision of the Agreement; (b) Borrowers shall have fully complied with each term and condition of the Agreement including but not limited to (i) all financial covenants; (ii) all financial reporting covenants; and (iii) all negative covenants; and (c) neither Borrowers nor Guarantors have suffered any Material Adverse Effect.  The re-advance loan proceeds shall be used solely to pay off the remaining balance owed upon the CD Loan.  Upon the satisfaction of the conditions precedent herein set forth and payoff of the balance owed upon the CD Loan, Lender agrees to release its security interest in the two (2) Certificates of Deposit issued in the amount of $2,000,000.00 each to Mark Snodgrass and Brian Austin, and, Lender further agrees to release the Guarantors, Mark Snodgrass and Brian Austin, from further liability under their respective Guaranties, as modified of even date herewith.


3.    SECURITY


3.1.    Security Interest.  As security for the payment and performance of all of the Obligations, whether or not any instrument or agreement relating to any Obligation specifically refers to this Agreement or the security interest created hereunder, Borrowers hereby assign, pledge and grant to Lender a continuing security interest in the Collateral.  Lender’s security interest shall continually exist until (a) all Obligations have been paid in full and (b) there exists no commitment by Lender that could give rise to any of the Obligations.


3.2.    Covenants and Representations Concerning Collateral.  With respect to all of the Collateral, Borrowers covenant, warrant, and represent that:


(a)    No financing statement or lien entry covering any of the Collateral is on file in any public office or land or financing records except for financing statements or lien entries in favor of Lender and Borrowers are the legal and beneficial owner of its respective Collateral, free and clear of all Liens, except for Permitted Liens.


(b)    The security interest granted to Lender hereunder shall constitute a first priority Lien upon the Collateral, except for Permitted Liens, Borrowers will not, and Lender does not authorize Borrowers to, except in the ordinary course of business, transfer, discount, sell, grant or assign any interest in the Collateral nor, without Lender’s prior written consent, permit any other Lien to be created or remain thereon except for Permitted Liens.


(c)    Borrowers will maintain the Collateral in good order and condition; ordinary wear and tear excepted, and will use, operate, and maintain the Collateral in compliance with all Laws, regulations and ordinances and in compliance with all applicable insurance requirements and regulations.  Borrowers will promptly notify Lender in writing of any litigation involving or affecting the Collateral which Borrowers know or have reason to believe is pending or threatened.  Borrowers will promptly pay when due all taxes and all transportation, storage, warehousing and other such charges and fees affecting or arising out of or relating to the Collateral and shall defend the Collateral, at Borrowers’ expense, 



-8-






against all claims and demands of any Persons claiming any interest in the Collateral adverse to Borrowers or Lender.


(d)    At all reasonable times Lender and its agents and designees may enter the Business Premises and any other premises of Borrowers where books and records or Collateral may be located and inspect the Collateral and all books and records of Borrowers (in whatever form).  Borrowers shall pay the costs of such inspections, as more particularly set forth in Section 6.16.


(e)    Borrowers will maintain comprehensive casualty insurance on the Collateral against such risks, in such amounts, with such loss deductible amounts and with such companies as may be satisfactory to Lender, and each such policy shall contain a clause or endorsement satisfactory to Lender naming Lender as loss payee and a clause or endorsement satisfactory to Lender that such policy may not be cancelled or altered and Lender may not be removed as loss payee without at least thirty (30) days prior written notice to Lender.  In all events, the amounts of such insurance coverages shall conform to prudent business practices and shall be in such minimum amounts that Borrowers will not be deemed a co‐insurer under applicable insurance Laws, regulations, policies or practices.  Borrowers hereby assign to Lender and grant to Lender a security interest in any and all proceeds of such policies and authorize and empower Lender to adjust or compromise any loss under such policies and to collect and receive all such proceeds up to the amount of the outstanding Obligations as of the date of such loss.  Borrowers authorize and empower Lender to execute and endorse in Borrowers’ names all proofs of loss, drafts, checks and any other documents or instruments necessary to accomplish such collection, and any Persons making payments to Lender under the terms of this paragraph are hereby relieved absolutely from any obligation or responsibility to see to the application of any sums so paid.  After deduction from any such proceeds of all costs and expenses (including reasonable attorneys’ fees) incurred by Lender in the collection and handling of such proceeds, the net proceeds shall be applied as follows.  If no Event of Default shall have occurred and be continuing, such net proceeds may be applied, at Borrowers’ option, either toward replacing or restoring the Collateral, in a manner and on terms satisfactory to Lender, or as a credit against such of the Obligations, whether matured or unmatured, as Lender shall determine in Lender’s sole discretion.  In the event that Borrowers may and do elect to replace or restore as aforesaid, then such net proceeds shall be deposited in a segregated account of Borrowers at Lender and subject to the sole order of Lender and shall be disbursed therefrom by Lender in such manner and at such times as Lender deems appropriate to complete such replacement or restoration; provided, however, that if an Event of Default shall occur at any time before or after replacement or restoration has commenced, then thereupon Lender shall have the option to apply all remaining net proceeds either toward replacing or restoring the Collateral, in a manner and on terms satisfactory to Lender, or as a credit against such of the Obligations, whether matured or unmatured, as Lender shall determine in Lender’s sole discretion.  If an Event of Default shall occur prior to such deposit of the net proceeds, then Lender may, in its sole discretion, apply such net proceeds either toward replacing or restoring the Collateral, in a manner and on terms satisfactory to Lender, or as a credit against 



-9-






such of the Obligations, whether matured or unmatured, as Lender shall determine in Lender’s sole discretion.


(f)    All books and records pertaining to the Collateral are located at the Business Premises and Borrowers will not change the location of such books and records without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed.  


(g)    Borrowers shall do, make, execute and deliver all such additional and further acts, things, deeds, assurances, instruments and documents as Lender may reasonably request to vest in and assure to Lender its rights hereunder or in any of the Collateral.


(h)    Borrowers shall cooperate with Lender to obtain and keep in effect any necessary control agreements for deposit accounts or investment property Collateral as determined by Lender.


(i)    Borrowers authorize Lender to file lien entry forms and financing statements covering the Collateral containing such legends as Lender shall deem necessary or desirable to protect Lender’s interest in the Collateral.  Borrowers agree to pay all taxes, fees and reasonable costs (including reasonable attorneys’ fees) paid or incurred by Lender in connection with the preparation, filing or recordation thereof.


(j)    Whenever required by Lender, Borrowers shall promptly deliver to Lender, with all endorsements and/or assignments required by Lender, all instruments, writings, records, and the like received by Borrowers constituting, evidencing or relating to any of the Collateral or proceeds of any of the Collateral.


(k)    Borrowers shall not file any amendments, correction statements or termination statements concerning the Collateral without the prior written consent of Lender.


(l)    Borrowers will execute lien entry forms covering motor vehicle Collateral as and when requested by Lender.


3.3.    [Reserved].


3.4.    Care of Collateral.  Borrowers shall have all risk of loss of the Collateral.  Lender shall have no liability or duty, either before or after the occurrence of an Event of Default, on account of loss of or damage to the Collateral, to collect or enforce any of its rights against the Collateral, to collect any income accruing on the Collateral, or to preserve rights against parties with prior interests in the Collateral.  If Lender actually receive any notices requiring action with respect to Collateral in Lender’s possession, Lender shall take reasonable steps to forward such notices to Borrowers.  Borrowers are responsible for responding to notices concerning the Collateral.  Lender’s sole responsibility is to take such action as is reasonably requested by Borrowers in writing, however, Lender is not responsible to take any action that, in Lender’s sole judgment, would affect the value of the Collateral as security for the Obligations adversely.  While Lender is not required 



-10-






to take certain actions, if action is needed, in Lender’s sole discretion, to preserve and maintain the Collateral, Borrowers authorize Lender to take such actions, but Lender is not obligated to do so.


3.5.    Reserve Account.  Borrowers will continue maintaining a Reserve Account with Lender into which Borrowers will make a quarterly (September 30, December 31, March 31, and June 30 of each year) deposit equal to the lesser of $325,000.00 or 100% of the excess cashflow of Borrowers.  For purposes of this provision, excess cashflow is EBITDA minus Non-Financed Capital Expenditures, permitted compensation (see Paragraph 7.10), cash taxes paid, and all principal and interest payments.  To the extent any quarterly deposit is less than $325,000.00, Borrowers shall increase future quarterly deposits from excess cash flow until such time as cumulative deposits into the Reserve Account equal $325,000.00 per quarter. The funds deposited in the Reserve Account shall be utilized to make the Additional Annual Principal Payment as set forth in Note 1, each September 30th.


3.6.    Authorization and Power-of-Attorney.  Borrowers authorize Lender to request other secured parties of Borrowers, if any, to provide accountings, confirmations of Collateral and confirmations of statements of account concerning Borrowers.  Borrowers hereby designate and appoint Lender and its designees as attorney‐in‐fact of Borrowers, irrevocably and with power of substitution, with authority to endorse Borrowers’ names on requests to other secured parties of Borrowers for accountings, confirmations of Collateral and confirmations of statements of account.  The foregoing authorizations and appointments are conditioned upon the occurrence of an uncured Event of Default.


4.    REPRESENTATIONS AND WARRANTIES


To induce Lender to enter into this Agreement, Borrowers represent and warrant to Lender that:


4.1.    State of Incorporation and Legal Name.  The Borrowers’ states of incorporation or formation and exact legal names are set forth in the first paragraph of this Agreement.


4.2.    Good Standing.  Borrowers are limited liability companies duly organized, legally existing, and in good standing under the laws of their State of organization, have the power to own their property and to carry on their business and are duly qualified to do business and are in good standing in each jurisdiction in which the character of the properties owned therein or in which the transaction of business makes such qualification necessary.


4.3.    Authority.  Borrowers have full power and authority to enter into this Agreement, to make the borrowings hereunder, to execute and deliver all documents and instruments required hereunder and to incur and perform the Obligations provided for herein, all of which have been duly authorized by all necessary and proper corporate and other action, and no consent or approval of any Person, including, without limitation, members of Borrowers and any public authority or regulatory body, which has not been obtained is required as a condition to the validity or enforceability hereof or thereof.



-11-








4.4.    Binding Agreements.  This Agreement has been duly and properly executed by Borrowers, constitutes the valid and legally binding obligation of Borrowers and is fully enforceable against Borrowers in accordance with its terms, subject only to Laws affecting the rights of Lender generally and application of general principles of equity.


4.5.    No Conflicting Agreements.  The execution, delivery and performance by Borrowers of this Agreement and the borrowings hereunder will not (a) violate (i) any provision of Law or any order, rule or regulation of any court or agency of government, (ii) any award of any arbitrator, (iii) the Organizational Documents of Borrowers or (iv) any indenture, contract, agreement, mortgage, deed of trust or other instrument to which Borrowers are a party or by which Borrowers or any of its property are bound, or (b) be in conflict with, result in a breach of or constitute (with due notice and/or lapse of time) a material default under, any such award, indenture, contract, agreement, mortgage, deed of trust or other instrument, or result in the creation or imposition of any Lien upon any of the property or assets of Borrowers except for Liens created in favor of Lender under or pursuant to this Agreement.


4.6.    Litigation.  Except as disclosed to Lender in writing, there are no judgments, injunctions or similar orders or decrees, claims, actions, suits or proceedings pending or, to the knowledge of Borrowers, threatened against or affecting Borrowers or any property of Borrowers, at law or in equity, by or before any court or any federal, State, county, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which could result in Material Adverse Effect to the business, operations, prospects, properties or in the condition, financial or otherwise, of Borrowers, and Borrowers are not, to Borrowers’ knowledge, in default with respect to any judgment, order, writ, injunction, decree, rule or regulation of any court or any federal, State, county, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which could have a Material Adverse Effect on Borrowers.


4.7.    Financial Condition.  The financial statements of Borrowers heretofore delivered to Lender are true and complete, fairly represent in all material respects the financial condition of Borrowers as of such dates and the results of their operations for the period then ended and were prepared in accordance with GAAP or income tax basis accounting principles applied on a consistent basis for prior periods.  There is no Indebtedness of Borrowers as of the date of such statements which is not reflected therein and no material adverse change in Borrowers’ financial condition has occurred since the date of such statements.


4.8.    Taxes.  Borrowers have paid or caused to be paid all federal, State and local taxes to the extent that such taxes have become due and has filed or caused to be filed all federal, State and local tax returns which are required to be filed by Borrowers.


4.9.    Title to Properties.  Borrowers have good and marketable title to all of their properties and assets (including the Collateral).





-12-






4.10.    Place of Business.  Borrowers have only such other business locations as disclosed to Lender prior to the date hereof.  Borrowers will not change the location of the Business Premises or open additional business locations (other than those locations heretofore disclosed to Lender) without Lender’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.


4.11.    Financial Information.  All financial statements, schedules, reports and other information supplied to Lender by or on behalf of Borrowers heretofore and hereafter are and will be free of material misstatements or irregularities.


4.12.    Licenses and Permits.  Borrowers have duly obtained and now hold all licenses, permits, certifications, approvals and the like required by federal, State and local Laws of the jurisdictions in which Borrowers conduct its business, and each remains valid and in full force and effect.


4.13.    Outstanding Indebtedness and Permitted Liens.  Except as set forth in Schedule 4.13, Borrowers have no outstanding loans or leases which shall survive Closing, except as disclosed to Lender in writing prior to the date hereof and there exists no default under the provisions of any instrument evidencing such loans or leases or under the provisions of any agreement relating thereto. Schedule 4.13 sets forth the name, address of each creditor or lessor and a description of all items of personal property against which any lien exists or which is leased by Borrowers. Schedule 4.13 shall all include liens related to all loans secured by Borrowers’ real property.


4.14.    Patents, Trademarks, etc.  Borrowers own, possess, or have the right to use all necessary patents, patent rights, licenses, trademarks, trade names, trade name rights, copyrights and franchises to conduct its business as now conducted, without any known conflict with any patent, patent right, license, trademark, trademark rights, trade name right, trade name, copyright or franchise right of any other Person.


4.15.    Perfection and Priority of Collateral.  Lender has, or upon proper recording of any financing statement, execution of any control agreement or delivery of Collateral to Lender’s possession, will have and will continue to have as security for the Obligations, a valid and perfected Lien on and security interest in all Collateral free of all other Liens, claims and rights of third parties whatsoever, except Permitted Liens.


4.16.    Commercial Purpose.  The Loans are not “consumer transactions” as defined in the Uniform Commercial Code and none of the Collateral was or will be purchased or held primarily for personal, family or household purposes. The Loans are not Consumer Disputes as defined in Section 10.17(e).


4.17.    Survival; Updates of Representations and Warranties.  All representations and warranties contained in or made in connection with this Agreement and the other Loan Documents shall survive the Closing and any Advance made hereunder.  Lender acknowledges and agrees that any and all representations and warranties contained in or made under 



-13-






or in connection with this Agreement may be amended, changed or otherwise modified by Borrowers, with the consent of Lender, at any time and from time to time after the Closing so as to accurately reflect the matters represented and warranted therein; provided, that such amendments, changes and/or modifications are disclosed in writing to and approved by Lender.  Lender shall have no obligation to waive any Event of Default due to any present or future inaccuracy of such representation or warranty or to agree to any amendment, change or modification of such representation or warranty.





-14-








5.    CONDITIONS OF LENDING


Unless Lender shall otherwise agree, Lender shall have no obligation to advance any funds to Borrowers hereunder unless each of the following conditions precedent shall be satisfied as provided below:


5.1.    Documents.  There shall have been delivered to Lender, appropriately completed and duly executed (when applicable), the following, each in form and substance satisfactory to Lender:


		
	(a)
	Note 1 and Note 2;


(b)This Agreement;
(c)The First Amended and Restated Loan Guaranty Agreements from Mark Snodgrass and Brian Austin;
(d)The Loan Guaranty Agreement from MCE;
(e)Resolutions authorizing Borrowers and MCE to enter into the Loans and Guaranty;
(f)Evidence satisfactory to Lender that all insurance coverages and all insurance clauses or endorsements required pursuant to this Agreement and the Loan Documents are in effect, together with copies of all insurance policies and endorsements;
(g)Such financing statements and control agreements as may be required by Lender, and those two Collateral Pledge Agreements of Certificate of Deposit in the amount of $2,000,000.00 from Brian Austin and Mark Snodgrass;
(h)First Amended and Restated Real Estate Mortgages and Deeds of Trust from Shale Properties, LLC;
(i)Fully executed First Amended and Restated Collateral Assignments of Life Insurance Policies on the lives of Mark Snodgrass and Brian Austin; and
(j)At Closing, certificates of title to the extent requested by Lender for such motor vehicles which will constitute Collateral.
5.2.    No Default.  At Closing and at the time of every subsequent Advance under this Agreement, Lender shall be fully satisfied that (a) all of the covenants, conditions, warranties and representations set forth herein and in the Loan Documents have been complied with and are true and complete on and as of such time with the same effect as though such covenants, conditions, warranties and representations had been made on and as of such time, (b) no Event of Default nor 



-15-






any event which, upon the giving of notice and/or the lapse of time, could constitute an Event of Default shall have occurred.


5.3.    Legal Matters.  At Closing, all legal matters in connection therewith or incidental thereto shall be fully satisfactory to Lender’s counsel.


5.4.    Financial Statements.  The Lender shall have received and approved the Borrowers’ financial statements which financial statements shall be certified as being free of material misstatements and irregularities and shall fairly present their financial condition as of the respective dates thereof.


5.5.    Existence and Authority.  The Lender shall have received borrowing resolutions and a resolution from MCE in form and substance acceptable to the Lender, together with any other documentation of which the Lender may reasonably request.


5.6.    Continuation of Representations and Warranties.  That the representations and warranties made by the Borrowers in Section 4 hereof shall be true and correct on and as of the date of the first Advance with the same effect as if made on such date.


5.7.    Non-Default.  That there has occurred no Event of Default under this Agreement, which has not been cured within the applicable cure period.


5.8.    Prior Indebtedness.  The Lender shall have received such payoff letters from Borrowers’ existing lenders/creditors, in form and substance satisfactory to Lender, to enable Lender to make direct payments to such lenders/creditors such that Lender will hold first liens on all Collateral, except for Permitted Liens. Borrowers shall cause all lenders/creditors, if any, who no longer have liens or security interests in Borrowers' properties, to file an appropriate termination statement of its existing UCC-1 financing statement(s) within thirty (30) days after Closing.


6.    AFFIRMATIVE COVENANTS


Borrowers covenant and agree with Lender that, until (a) all Obligations have been paid in full, (b) there exists no commitment by Lender which could give rise to any Obligations, and (c) all appropriate termination statements have been filed terminating the security interest granted Lender hereunder, Borrowers will:


6.1.    Financial Statements:


(a)    Borrowers’ Annual Audited Financial Statements.  As soon as available, and in any event within ninety (90) days after each calendar year end, Borrowers shall provide to Lender its complete Annual Audited Financial Statement consisting of a Balance Sheet, Cash Flow Statement and Income Statement all in form and scope acceptable to Lender. Borrowers Statements shall be provided in a consolidated and consolidating format.  





-16-






(b)    Annual Equipment Listing.  As soon as available, and in any event within ninety (90) days after each calendar year end, Borrowers shall provide to Lender their complete listing of all Equipment.


(c)    Monthly Financial Statements.  As soon as available, and in any event within thirty (30) days after the end of each month, Borrowers shall provide to Lender their complete financial statement consisting of Borrowers’ balance sheet, statement of earnings, account receivables and account payables, all in form and scope acceptable to Lender. Borrowers' monthly statements shall be provided in a consolidated and consolidating format.


(d)    Monthly Compliance Certificate.  As soon as available, and in any event within thirty (30) days after the end of each month, Borrowers shall provide Lender with a Compliance Certificate in form and substance acceptable to Lender.


(e)    [Reserved].


(f)    Guarantors’ Annual Financial Statements.  As soon as available, and in any event within ninety (90) days of each calendar year end, Snodgrass and Austin shall provide to Lender their respective annual personal financial statements, and MCE shall provide its complete annual audited financial statements consisting of a balance sheet, cash flow statement and income statement.


6.2.    Taxes.  Pay and discharge all taxes, assessments and governmental charges upon Borrowers, their income and properties, prior to the date on which penalties attach thereto unless and to the extent only that the same are being diligently contested in good faith in the normal course of business by appropriate proceedings, provided, however, that: (a) Lender shall have been given reasonable prior written notice of intention to contest; (b) nonpayment of the same will not, in Lender’s sole discretion, materially impair any of the Collateral or Lender’s rights or remedies with respect thereto or the prospect for full and punctual payment of all of the Obligations; (c) Borrowers at all times effectively stay or prevent any official or judicial sale of or action or filing against any of the Collateral by reason of nonpayment of the same; and (d) Borrowers shall establish reasonable reserves for any liabilities being contested and for expenses arising out of such contest.


6.3.    Corporate Existence, Continuation of Business and Compliance with Laws.  Maintain their corporate existence in good standing; continue their business operations as now being conducted; and comply with all applicable federal, State and local Laws, rules, ordinances, regulations and orders unless and to the extent only that the validity or applicability thereof is being diligently contested by Borrowers in good faith by appropriate proceedings, provided, however, that: (a) Lender shall have been given reasonable prior written notice of intention to contest; (b) such noncompliance will not, in Lender’s sole discretion, materially impair any of the Collateral or Lender’s rights or remedies with respect thereto or the prospect for full and punctual payment of all of the Obligations; (c) Borrowers at all times effectively stay or prevent any official or judicial sale of or action or filing against any of the Collateral by reason of such noncompliance; and (d) Borrowers shall establish reasonable reserves for any liabilities or expenses which may arise out of such noncompliance and contest.



-17-








6.4.    Litigation.  Promptly, but in any event within fifteen (15) days of Borrowers’ notice, notify Lender in writing of (a) threatened or actual commencement of a criminal proceeding or investigation, or (b) any action, suit or proceeding at law or in equity by or before any court, governmental agency or instrumentality which could have a Material Adverse Effect to the business, operations, prospects, properties or assets or in the condition, financial or otherwise, of Borrowers, or the entry of any judgment against Borrowers in excess of $100,000.00.


6.5.    Material Adverse Effect.  Promptly, but in any event within fifteen (15) days of Borrowers’ notice, notify Lender in writing of any event which could result in a Material Adverse Effect (whether or not insured) and the facts with respect thereto.


6.6.    Books and Records.  Keep and maintain proper and current books and records in accordance with GAAP income tax basis accounting principles and permit access by Lender to, reproduction by Lender of and copying by Lender from, such books and records during normal business hours.  All reasonable costs and expenses of such inspections and examinations shall be paid by Borrowers.


6.7.    Conferences with Officers.  Permit Lender to discuss Borrowers’ affairs, finances and accounts with any officers or managers of Borrowers.


6.8.    Maintenance of Borrowers and Properties.  Maintain all properties and improvements necessary to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and cause replacements and repairs to be made when necessary for the proper conduct of its business.


6.9.    Patents, Franchises, etc.  Maintain, preserve and protect all licenses, patents, franchises, trademarks and trade names of Borrowers or licenses by Borrowers which are necessary to the conduct of the business of Borrowers as now conducted, free of any conflict with the rights of any other Person.


6.10.    Insurance.  Maintain with duly licensed insurers and in amounts satisfactory to Lender such insurance on Borrowers’ tangible personal property against such risks and with such loss deductible amounts as may be satisfactory to Lender.


6.11.    Evidence of Insurance.  Deliver to Lender from time to time, and periodically if Lender shall so require, evidence satisfactory to Lender that all insurance and endorsements required pursuant to this Agreement and the Loan Documents are in effect.


6.12.    Further Assurances and Corrective Instruments.  Promptly execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, to Lender from time to time such supplements hereto and/or such other instruments and documents as may be requested by Lender to protect and preserve the Collateral, Lender’s security interest therein, perfection of Lender’s security interest and/or Lender’s rights and remedies hereunder.





-18-






6.13.    Financial Information.  Deliver to Lender promptly upon Lender’s request, and periodically if Lender shall so require, such written statements, schedules or reports (which shall be Certified if required by Lender) in such form, containing such information and accompanied by such documents as may be satisfactory to Lender from time to time concerning the Collateral, Borrowers’ financial condition or business operations.


6.14.    Notice of Event of Default.  Immediately, but in any event within fifteen (15) days of its occurrence, notify Lender in writing of the occurrence of any Event of Default.


6.15.    ERISA.  (a) At all times maintain its employee pension benefit plans, if any, as that term is defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”), in conformity with all applicable provisions of ERISA and other federal and State statutes relating to employee benefit plans; (b) at all times make prompt payments of contributions required to meet the minimum funding standards set forth in Sections 302 and 305 of ERISA with respect to each such plan; (c) if requested by Lender, promptly after the filing thereof, furnish to Lender copies of each annual report required to be filed pursuant to Section 103 of ERISA in connection with each such plan for each plan year, including any certified financial statements or actuarial statements required pursuant to said Section 103; (d) notify Lender immediately of any fact, including, without limitation, any “Reportable Event” (as that term is defined in Section 4043(b) of ERISA) arising in connection with any such plan which might constitute grounds for the termination thereof by the Pension Benefit Guaranty Corporation or for the appointment by the appropriate United States District Court of a trustee to administer the plan; and (e) furnish to Lender, promptly upon its request therefore such additional information concerning any such plan as Lender may request.


6.16.    Field Audits.  Lender may conduct annual field audits of Borrowers’ businesses.  If an Event of Default exists, field audits shall be at Lender’s discretion and Borrowers shall be responsible for payment of the costs to Lender of the first such audit and each annual audit as long as no Event of Default exists.


6.17.    Hazardous Materials: Contamination.  Borrowers agree to, (a) give notice to Lender immediately upon Borrowers’ acquiring knowledge of the presence of any Hazardous Materials (other than those stored in compliance with applicable Laws and are in Borrowers’ possession in the ordinary course of business) on any property owned or controlled by Borrowers or for which Borrowers are responsible or of any Hazardous Materials contamination with a full description thereof for which remedial or corrective action is required; (b) promptly take action to comply with any Laws requiring the removal, treatment or disposal of Hazardous Materials or Hazardous Materials contamination and provide Lender with satisfactory evidence of such action, which action must be in all respects sufficient to avoid any penalty, assessment or notice of non‐compliance with any required remedial or corrective action on the part of any Governmental Authority; (c) provide Lender, within 30 days after a demand by Lender, with a bond, letter of credit or similar financial assurance evidencing to Lender’s satisfaction that the necessary funds are available to pay the cost of removing, treating and disposing of Hazardous Materials or Hazardous Materials contamination identified to Lender under the terms of this Section and discharging any Lien which may be established as a result thereof on any property owned or controlled by Borrowers 



-19-






or for which Borrowers is responsible; and (d) defend, indemnify and hold harmless Lender and its employees, trustees, successors and assigns from any and all claims which may now or in the future (whether before or after the termination of this Agreement) be asserted as a result of the presence of any Hazardous Materials on any property owned or controlled by Borrowers for which Borrowers are responsible for any Hazardous Materials contamination.


6.18.    Lender as Depository.  Maintain Lender as the principal depository for Borrowers’ deposits and other commercial accounts, except Borrowers may maintain operating accounts with other banks as long as the aggregate amount on deposit in such accounts does not exceed $250,000.00. 


6.19.    Compliance with Governmental Regulations.  Borrowers will at all times comply with all applicable governmental regulations, including but not limited to, the U.S. Office of Foreign Asset Control list and Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318.


6.20.    Fixed Charge Coverage Ratio.  Borrowers will at all times maintain a Fixed Charge Coverage Ratio of not less than 1.25 to 1, calculated and tested quarterly on a rolling 4 quarters basis, beginning with the quarter ended September 30, 2014.  


6.21.    Leverage Ratio.  Borrowers shall at all times maintain a Leverage Ratio of not greater than 1.5 to 1.  Borrowers’ failure to maintain the Leverage Ratio shall require Borrowers to immediately reduce Note 1 to establish compliance.


6.22.    Working Capital.  Beginning October 1, 2014, Borrowers shall at all times maintain (combined) a minimum $4,000,000.00 in Working Capital.


6.23    Cash or Cash Equivalent.  Beginning October 1, 2014, Borrowers shall at all times maintain (combined) a minimum of $4,000,000.00 in cash or cash equivalents. Cash equivalent shall be acceptable to Lender.


6.24    Post-closing Legal Opinions.  Borrowers shall deliver to Lender the legal opinions of its counsel covering the authority of the Borrowers and Guarantors to enter into the Loan Documents and the due execution thereof no later than July 11, 2014, in form acceptable to Lender and Lenders’ counsel.


7.    NEGATIVE COVENANTS


Borrowers covenant and agree with Lender that, until (a) all Obligations have been paid in full and (b) there exists no commitment by Lender which could give rise to any Obligations, Borrowers will not, directly or indirectly, without Lender’s prior written consent:


7.1.    Indebtedness.  Create, incur, assume or permit to exist, directly or indirectly, any Indebtedness, except: (a) Indebtedness to Lender; (b) capitalized lease obligations and/or purchase money obligations incurred in the ordinary course of business in an aggregate amount 



-20-






which does not exceed $500,000.00 for each twelve (12) month period commencing on the closing date hereof; (c) existing Indebtedness previously disclosed by Borrowers to Lender in writing; and (d) intercompany Indebtedness owing by one Borrower to the other Borrower.


7.2.    Liens.  Create, incur, assume or permit to exist, directly or indirectly, any Lien upon any of the Collateral, except for Liens created by this Agreement and Permitted Liens.


7.3.    Investments/Mergers.  Enter into or be a party to any merger, consolidation, reorganization, or exchange of stock or assets, except for any such transaction between the Borrowers in which at least one of the Borrowers is the surviving entity.  Borrowers shall provide Lender prior written notice of any such activity.


7.4.    Sale of Assets, etc.  Sell, assign, transfer, convey or lease any interest in all or any substantial part of its property except in the ordinary course of Borrowers’ businesses as now being conducted; purchase or otherwise acquire all or substantially all of the assets of any other Person or Persons, or any shares of stock of, or similar interest in, any other Person or Persons.  Notwithstanding the foregoing, the Borrowers shall be permitted to engage in any of the foregoing transactions solely between the Borrowers so long as at least one of the Borrowers is the surviving entity.  Borrowers shall provide Lender prior written notice of such activity.


7.5.    Investments.  Borrowers will not make any investments in any entity. Borrowers will not make any capital contribution to any other Person or purchase or acquire a beneficial interest in any stock, securities or evidences of Indebtedness of, or make any investment or acquire any interest in, any other Person, except (i) investments in federally insured certificates of deposit or in direct obligations of the United States of America maturing within one year from the date of acquisition and (ii) investments by one Borrower in the other Borrower.  Borrowers shall provide Lender prior written notice of such activity.


7.6.    Change of Name.  Change the name of the Borrowers.


7.7.    Change of Business.  Enter into any type of business which is materially different from the businesses in which Borrowers are engaged or contemplated to be engaged as of the Closing Date.


7.8.    Transactions with Affiliates.  Except for transactions solely between the Borrowers, enter into any transaction with any of its Affiliates which are on terms less favorable than are obtainable from a Person who is not an Affiliate.


7.9.    [Reserved].


7.10    [Reserved].


7.11.    Loans and Guaranties.  Loan or make advances to any other Person or guarantee, indorse or otherwise be or become liable or contingently liable in connection with the obligations or Indebtedness of any other Person directly or indirectly, except:



-21-








(i) as an endorser of negotiable instruments for the payment of money deposited to Borrowers’ bank account for collection in the ordinary course of business;


(ii)  trade credit extended in the ordinary course of Borrowers’ business; 


(iii) advances made in the usual course of business to officers and employees of Borrowers for travel and other out‐of‐pocket expenses incurred by them on behalf of Borrowers in connection with such business; or


(iv) loans or advances by one Borrower to the other Borrower or guarantees by one Borrower of obligations or Indebtedness of the other Borrower.  Borrowers shall provide Lender with prior written notice of any such activity.


8.    EVENTS OF DEFAULT


The occurrence of any one or more of the following events shall constitute an “Event of Default”:


8.1.    Failure to Pay.  The failure of Borrowers to pay any of the Obligations within five (5) business days of the date when due and payable (whether by acceleration, declaration, extension or otherwise).


8.2.    Covenants and Agreements.  The failure of Borrowers to perform, observe or comply with any of the covenants of this Agreement or any of the Loan Documents.


8.3.    Information, Representations and Warranties.  If any representation or warranty made herein or if any information contained in any financial statement, application, schedule, report or any other document given by Borrowers in connection with the Obligations, with the Collateral, or with any of the Loan Documents is not in all respects free of material misstatements and irregularities or if Borrowers omitted to state any material fact or any fact necessary to make such information not misleading.


8.4.    Default under Loan Documents.  The occurrence of an Event of Default under any of the Loan Documents.


8.5.    Default on Other Obligations.  The occurrence of any default under any other borrowing if the result of such default would permit the acceleration of the maturity of any notes, loans or other agreement between Borrowers and any Person other than Lender.


8.6.    Insolvency.  Borrowers shall be or become insolvent (as defined in Section 101 of the Bankruptcy Code) or unable to pay its debts as they become due, or admit in writing to such insolvency or to such inability to pay their debts as they become due.





-22-






8.7.    Involuntary Bankruptcy.  There shall be filed against any Borrowers an involuntary petition or other pleading seeking the entry of a decree or order for relief under the Bankruptcy Code or any similar federal or state insolvency or similar Laws ordering: (a) the liquidation of Borrowers, or (b) a reorganization of Borrowers or the businesses and affairs of Borrowers, or (c) the appointment of a receiver, liquidator, assignee, custodian, trustee or similar official for Borrowers of the property of Borrowers and the failure to have such petition or other pleading denied or dismissed within 60 calendar days from the date of filing.


8.8.    Voluntary Bankruptcy.  The commencement by Borrowers, or either of them, of a voluntary case under the Bankruptcy Code or any federal or state insolvency or similar Laws or the consent by Borrowers to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian or similar official for Borrowers of any of the property of Borrowers, or the making by Borrowers of an assignment for the benefit of a creditor, or the failure by a Borrowers generally to pay its debts as the debts become due.


8.9.    Judgments, Awards.  The entry of any judgment, order, award or decree against either Borrower and a determination by Lender, in good faith but in their sole discretion, that the same, when aggregated with all other judgments, orders, awards and decrees outstanding against Borrowers could have a Material Adverse Effect on the prospect for Lender to fully and punctually realize the full benefits conferred on Lender by this Agreement.


8.10.    Injunction.  The injunction or restraint of Borrowers in any manner from conducting its business in whole or in part and a determination by Lender, in good faith but in its sole discretion, that the same could reasonably be expected to have a Material Adverse Effect on the prospect for Lender to fully and punctually realize the full benefits conferred on Lender by this Agreement.


8.11.    Attachment by Lender.  Any assets of Borrowers shall be attached, levied upon, seized or repossessed, or come into the possession of a trustee, receiver or other custodian and a determination by Lender, in good faith but in its sole discretion, that the same could reasonably be expected to have a Material Adverse Effect on the prospect for Lender to fully and punctually realize the full benefits conferred on Lender by this Agreement.


8.12.    Dissolution, Merger, Consolidation, Reorganization.  The voluntary or involuntary dissolution, merger, consolidation, winding up or reorganization of Borrowers or the occurrence of any action preparatory thereto.


8.13.    Adverse Change in Financial Condition.  The reasonable determination in good faith by Lender that a change having a Material Adverse Effect has occurred in the financial condition of Borrowers from the conditions set forth in the most recent financial statement of Borrowers heretofore furnished to Lender or from the financial condition of Borrowers as heretofore most recently disclosed to Lender in any other manner.


8.14.    Cure.  Borrowers shall have fifteen (15) days after written receipt of written notice from Lender to cure a default under Sections 8.2, 8.4, 8.5, 8.7, 8.9, 8.10 and 8.13.



-23-








9.    RIGHTS AND REMEDIES


9.1.    Rights and Remedies of Lender.  Upon and after the occurrence of an Event of Default, Lender may, without notice or demand, exercise in any jurisdiction in which enforcement hereof is sought, the following rights and remedies, in addition to the rights and remedies available to Lender under the Loan Documents, the rights and remedies of a secured party under the Uniform Commercial Code and all other rights and remedies available to Lender under applicable law, all such rights and remedies being cumulative and enforceable alternatively, successively or concurrently provided, however, that in the case of any Event of Default referred to in Sections 8.1, 8.3, 8.6, 8.8, 8.11 and 8.12 above the unpaid principal balance of the Notes, together with all accrued and unpaid interest and all other Obligations then outstanding shall be automatically due and payable by Borrowers to Lender without notice, presentment or demand:


(a) Declare the Notes, all interest accrued and unpaid thereon and all other Obligations to be immediately due and payable and the same shall thereupon become immediately due and payable without presentment, demand for payment, protest or notice of any kind, all of which are hereby expressly waived.


(b) Institute any proceeding or proceedings to enforce the Obligations and any Liens of Lender.


(c) Take possession of the Collateral, and for that purpose, so far as Borrowers may give authority therefore, enter upon any premises on which the Collateral or any part thereof may be situated and remove the same therefrom without any liability for suit, action or other proceeding, BORROWERS HEREBY WAIVE ANY AND ALL RIGHTS TO PRIOR NOTICE AND TO JUDICIAL HEARING WITH RESPECT TO REPOSSESSION OF COLLATERAL, and require Borrowers, at Borrowers’ expense, to assemble and deliver the Collateral to such place or places as Lender may designate.


(d) Operate, manage and control the Collateral (including use of the Collateral and any other property or assets of Borrowers in order to continue or complete performance of Borrowers’ obligations under any contracts of Borrowers), or permit the Collateral or any portion thereof to remain idle or store the same, and collect all rents and revenues therefrom and sell or otherwise dispose of any or all of the Collateral upon such terms and under such conditions as Lender, in its sole discretion, may determine, and purchase or acquire any of the Collateral at any such sale or other disposition, all to the extent permitted by applicable law.


(e) Enforce Borrowers’ rights against other Obligors.


(f) Cease making Advances hereunder and under any other commitments or credit accommodations of Lender to Borrowers and stop and retract the making of any Advance hereunder or thereunder which may have been requested by Borrowers.





-24-






9.2.    Notice of Disposition of Collateral.  It is mutually agreed that commercial reasonableness and good faith require Lender to give Borrowers no less than ten (10) days prior written notice of the time and place of any public disposition of Collateral or of the time after which any private disposition or any other intended disposition is to be made, other than a transaction allowed by the Loan Documents.  It is mutually agreed that it is commercially reasonable for Lender to disclaim all warranties that arise with respect to the disposition of the Collateral.


9.3.    Costs and Expenses.  Borrowers agree to pay to Lender on demand the amount of all reasonable expenses paid or incurred by Lender in consulting with counsel concerning any of its rights hereunder, under the Loan Documents or under applicable law, all reasonable expenses, including reasonable attorneys’ fees and court costs paid or incurred by Lender in exercising or enforcing any of its rights hereunder, under the Loan Documents or under applicable law together with interest on all such expenses paid by Lender at the highest rate and calculated in the manner provided in the Notes. The provisions of this Section shall survive the termination of this Agreement and Lender’s security interest hereunder and the payment of all other Obligations.


10.    MISCELLANEOUS


10.1.    Performance for Borrowers.  Borrowers agree and hereby authorize that Lender may, in Lender’s sole discretion, but Lender shall not be obligated to, whether or not an Event of Default shall have occurred, advance funds on behalf of Borrowers, without prior notice to Borrowers, in order to insure Borrowers’ compliance with any covenant, warranty, representation or agreement of Borrowers made in or pursuant to this Agreement or any of the Loan Documents, to continue or complete, or cause to be continued or completed, performance of Borrowers’ obligations under any contracts of Borrowers, to cover overdrafts in any checking or other accounts of Borrowers at Lender or to preserve or protect any right or interest of Lender in the Collateral or under or pursuant to this Agreement or any of the Loan Documents, including, without limitation, the payment of any insurance premiums or taxes and the satisfaction or discharge of any judgment or any Lien upon the Collateral or other property or assets of Borrowers; provided, however, that the making of any such Advance by Lender shall not constitute a waiver by Lender of any Event of Default with respect to which such Advance is made nor relieve Borrowers of any such Event of Default.  Borrowers shall pay to Lender upon demand all such Advances made by Lender with interest thereon at the highest rate and calculated in the manner provided in the Notes.  All such Advances shall be deemed to be included in the Obligations and secured by the security interest granted Lender hereunder; provided, however, that the provisions of this Section shall survive the termination of this Agreement and Lender’s security interest hereunder and the payment of all other Obligations.


10.2.    Expenses.  Whether or not any of the transactions contemplated hereby shall be consummated, Borrowers agree to pay to Lender on demand the amount of all reasonable expenses paid or incurred by Lender (including the fees and expenses of its counsel) in connection with the preparation of all written commitments of Lender antedating this Agreement, this Agreement and the Loan Documents and all documents and instruments referred to herein and all expenses paid or incurred by Lender in connection with the filing or recordation of all financing statements and instruments as may be required by Lender at the time of, or subsequent to, the execution of this 



-25-






Agreement, including, without limitation, all documentary stamps, recordation and transfer taxes and other costs and taxes incident to recordation of any document or instrument in connection herewith.  Borrowers agree to save harmless and indemnify Lender from and against any liability resulting from the failure to pay any required documentary stamps, recordation and transfer taxes, recording costs or any other expenses incurred by Lender in connection with this Agreement.  The provisions of this Section shall survive the termination of this Agreement and Lender’s security interest hereunder and the payment of all other Obligations.


10.3.    Applications of Payments and Collateral.  Except as may be otherwise specifically provided in this Agreement, all Collateral and proceeds of Collateral coming into Lender’s possession and all payments made by any Borrowers may be applied by Lender to any of the Obligations, whether matured or unmatured, as Lender shall determine in its sole but reasonable discretion.  Lender may defer the application of non‐cash proceeds of Collateral, including, but not limited to, non‐cash proceeds, to the Obligations until cash proceeds are actually received by Lender.


10.4.    Waivers by Borrowers.  Borrowers hereby waive, to the extent the same may be waived under applicable law: (a) notice of acceptance of this Agreement; (b) presentment, demand for payment, protest and notice of non‐payment; (c) settlement, compromise or release of the obligations of any Person primarily or secondarily liable upon any of the Obligations; (d) trial by jury in any action or proceeding of any kind or nature in connection with any of the Obligations, this Agreement or any of the Loan Documents; and (e) substitution, exchange or release of any Collateral for any of the Obligations.  Borrowers agree that Lender may exercise any or all of its rights and/or remedies hereunder, under the Loan Documents and under applicable law without resorting to and without regard to any Collateral or sources of liability with respect to any of the Obligations.  Upon termination of this Agreement and Lender’s security interest hereunder and payment of all Obligations, within 30 days following Borrowers’ request to Lender, Lender shall release control of any security interest in the Collateral perfected by control and Lender shall send Borrowers a statement terminating any financing statement filed against the Collateral.


10.5.    Waivers by Lender.  Neither any failure nor any delay on the part of Lender in exercising any right, power or remedy hereunder, under any of the Loan Documents or under applicable law shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or remedy.


10.6.    Lender’s Setoff.  Lender shall have the right, in addition to all other rights and remedies available to them, following an Event of Default, to set off against any Obligations due Lender, any debt owing to Borrowers by Lender, including, without limitation, any funds in any checking or other account now or hereafter maintained by Borrowers at Lender.  Borrowers hereby confirm Lender’s right to banker’s lien and setoff, and nothing in this Agreement or any of the Loan Documents shall be deemed a waiver or prohibition of Lender’s right of banker’s lien and setoff.


10.7.    Modifications.  No modifications or waiver of any provision of this Agreement or any of the Loan Documents, and no consent by Lender to any departure by Borrowers therefrom, shall in any event be effective unless the same shall be in writing, and then such waiver 



-26-






or consent shall be effective only in the specific instance and for the purpose for which given.  No notice to or demand upon Borrowers in any case shall entitle Borrowers to any other or further notice or demand in the same, similar or other circumstances.


10.8.    Notices.  Any notice or other communication in connection with this Agreement, if by registered or certified mail, shall be deemed to have been given when received by the party to whom directed, or, if by mail but not registered or certified, when deposited in the mail, postage prepaid, provided that any such notice or communication shall be addressed to a party hereto as provided below (or at such other address as such party shall specify in writing to the other parties hereto):


(a)     If to Borrowers:    Erick Flowback Services, LLC
c/o New Source Energy Partners, L.P.
914 N. Broadway, Suite 230
Oklahoma City, OK 73102
and
Rod’s Production Services, L.L.C.
c/o New Source Energy Partners, L.P.
914 N. Broadway, Suite 230
Oklahoma City, OK 73102


With a Copy to:    Harrison & Mecklenburg, Inc.
202 North Sixth Street
P.O. Box 658
Kingfisher, OK 73750
Attention: Randy Mecklenburg
Phone No. 405-375-6484
e-mail: randy@hmlawoffice.com
and
Mark Snodgrass
                                
                                
                                
and    
Brian Austin
                                
                                
                                


(b)     If to Lender:         Bank 7
1039 N.W. 63rd Street
Oklahoma City, OK 73116
Attention: Craig Adkins
Phone No. 405-810-8600
e-mail: craig.adkins@bank7.com



-27-








With a Copy to:    Blaney and Tweedy, PLLC
P.O. Box 657
Oklahoma City, OK 73101
Attention: Kevin Blaney
Phone No. 405-235-8445
Fax No. 405-236-3410
e-mail: kblaney@btlawokc.com


Notwithstanding anything to the contrary, all notices and demands for payment from Lender actually received in writing by Borrowers shall be considered to be effective upon receipt thereof by Borrowers regardless of the procedure or method utilized to accomplish such delivery thereof to Borrowers.


10.9.    Applicable Law and Consent to Jurisdiction.  The performance and construction of this Agreement and the Loan Documents shall be governed by the internal laws of the State of Oklahoma.  Borrowers agree that any suit, action or proceeding instituted against Borrowers with respect to any of the Obligations, the Collateral, this Agreement or any of the Loan Documents may be brought in any court of competent jurisdiction located in Oklahoma County, State of Oklahoma.  By its execution hereof, Borrowers hereby irrevocably waive any objection and any right of immunity on the ground of venue, the convenience of the forum or the jurisdiction of such courts or from the execution of judgments resulting therefrom.  Borrowers hereby irrevocably accept and submit to the jurisdiction of the aforesaid courts in any such suit, action or proceeding.


10.10.    Survival; Successors and Assigns.  All covenants, agreements, representations and warranties made herein and in the Loan Documents shall survive the execution and delivery hereof and thereof, shall survive Closing and shall continue in full force and effect until all Obligations have been paid in full, there exists no commitment by Lender which could give rise to any Obligations and all appropriate termination statements have been filed terminating the security interest granted Lender hereunder.  Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party.  In the event that Lender assigns the Notes, this Agreement and/or their security interest in the Collateral, Lender shall give written notice to Borrowers of any such assignment.  All covenants, agreements, representations and warranties by or on behalf of Borrowers, which are contained in this Agreement and the Loan Documents, shall inure to the benefit of Lender, its successors and assigns.  Borrowers may not assign this Agreement or any of its rights hereunder without the prior written consent of Lender.


10.11.    Severability.  If any term, provision or condition, or any part thereof, of this Agreement or any of the Loan Documents shall for any reason be found or held invalid or unenforceable by any court or governmental agency of competent jurisdiction, such invalidity or unenforceability shall not affect the remainder of such term, provision or condition nor any other term, provision or condition, and this Agreement and the Loan Documents shall survive and be construed as if such invalid or unenforceable term, provision or condition had not been contained therein.



-28-








10.12.    Merger and Integration.  This Agreement and the attached Schedules (if any) contain the entire agreement of the parties hereto with respect to the matters covered and the transactions contemplated hereby, and no other agreement, statement or promise made by any party hereto, or by any employee, officer, agent or attorney of any party hereto, which is not contained herein shall be valid or binding.


10.13.    WAIVER OF JURY TRIAL.  BORROWERS HEREBY (a) COVENANT AND AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY, AND (b) WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH LENDER AND BORROWERS MAY BE PARTIES, ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY PERTAINING TO THIS AGREEMENT, ANY OF THE LOAN DOCUMENTS AND/OR ANY TRANSACTIONS, OCCURRENCES, COMMUNICATIONS OR UNDERSTANDINGS (OR THE LACK OF ANY OF THE FOREGOING) RELATING IN ANY WAY TO THE BORROWER‐LENDER RELATIONSHIP BETWEEN THE PARTIES.  IT IS UNDERSTOOD AND AGREED THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS SECURITY AGREEMENT.  THIS WAIVER OF JURY TRIAL IS SEPARATELY GIVEN, KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY BORROWERS AND BORROWERS HEREBY AGREE THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT.  LENDER IS HEREBY AUTHORIZED TO SUBMIT THIS AGREEMENT TO ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER AND BORROWERS AND LENDER, SO AS TO SERVE AS CONCLUSIVE EVIDENCE OF SUCH WAIVER OF RIGHT TO TRIAL BY JURY.  BORROWERS REPRESENT AND WARRANT THAT THEY HAVE BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF THEIR OWN FREE WILL, AND/OR THAT THEY HAVE HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.


10.14.    Counterparts.  This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument.


10.15.    Headings.  The headings and sub‐headings contained in the titling of this Agreement are intended to be used for convenience only and shall not be used or deemed to limit or diminish any of the provisions hereof.


10.16.    Recitals.  The Recitals hereto are hereby incorporated into and made a part of this Agreement.





-29-






10.17.    ARBITRATION PROVISIONS.  BORROWERS, GUARANTORS, PLEDGORS, MORTGAGORS, LENDER AND EACH AND EVERY ONE OF THEM AGREE AS FOLLOWS (hereinafter referred to as the “Arbitration Provisions”):





-30-








		
	I.
	General Provisions and Definitions:




		
	(a)
	Pursuant to the following Arbitration Provisions, the PARTIES hereto agree to resolve all disputes not resolved by way of informal discussions through binding arbitration instead of in courts of general jurisdiction.  




		
	(b)
	Sending Notice of Dispute. If any PARTY intends to seek arbitration, they must first send to the other by certified mail, return receipt requested, a written Notice of Dispute.  The Notice of Dispute to the Lender should be addressed as follows:  (a) Craig Adkins, Executive Vice-President and General Counsel, Bank 7, 1039 N.W. 63rd Street, Oklahoma City, OK 73116, or if by e-mail to Craig.Adkins@bank7.com; with a copy to Kevin Blaney, Blaney and Tweedy, PLLC, P.O. Box 657, Oklahoma City, OK 73101, or if by e-mail to kblaney@btlawokc.com.  The Notice of Dispute to the PARTIES shall be sent to the Notice Address designated in the Loan Agreement. The Notice of Dispute must (a) describe the nature and basis of the claim or dispute; and (b) explain specifically what relief is sought.  




		
	(c)
	If the Dispute is not Informally Resolved. If the PARTIES do not reach an agreement to resolve the claim or dispute within thirty (30) days after the Notice of Dispute is received, either PARTY may commence a binding arbitration proceeding.  During the binding arbitration proceeding, any settlement offers made by the PARTIES shall not be disclosed to the Arbitrator.




		
	(d)
	“DISPUTE(S)”.  As used herein, the word “DISPUTE(S)” includes any and all controversies or claims between the PARTIES of whatever type or manner, including without limitation, any and all claims arising out of or relating to this Promissory Note, compliance with applicable Laws and/or regulations, any and all services or products provided by the Lender, any and all past, present and/or future loans, lines of credit, letters of credit, credit facilities or other form of indebtedness and/or agreements involving the PARTIES, any and all transactions between or involving the PARTIES, and/or any and all aspects of any past or present relationship of the PARTIES, whether banking or otherwise, specifically including but not limited to any claim founded in contract, tort, fraud, fraudulent inducement, misrepresentation or otherwise, whether based on statute, regulation, common law or equity.




		
	(e)
	 “BUSINESS DISPUTE” or “DISPUTE”. Borrowers and Guarantors acknowledge their relationship with Lender is a business/commercial relationship and the loans are commercial transactions.  “BUSINESS DISPUTE” or “DISPUTE”, as used herein, means any DISPUTE between the PARTIES.  




		
	(f)
	“PARTIES” or “PARTY”.    As used in these Arbitration Provisions, the term “PARTIES” or “PARTY” means Borrowers, Lender, and each and all Persons signing the Promissory Notes, Loan Agreement, Guaranty Agreements, or any Mortgage, Deed of Trust or other collateral pledge agreement of any nature, or any 





-31-






other agreements between or among any of the PARTIES as part of this transaction. “PARTIES” or “PARTY” shall be broadly construed and include individuals, beneficiaries, partners, limited partners, limited liability members, shareholders, Subsidiaries, parent companies, Affiliates, officers, directors, employees, heirs, agents and/or representatives of any party to such documents, any other Person claiming by or through one of the foregoing and/or any Person or beneficiary who receives products or services from the Lender and shall include any other owner and holder of this Promissory Note. Throughout these Arbitration Provisions, the term “you” and “your” refers to all PARTIES, and the term “Arbitrator” refers to the individual arbitrator or panel of arbitrators, as the case may be, before which the DISPUTE is arbitrated.


		
	(g)
	BINDING ARBITRATION.  The PARTIES agree that any DISPUTE between the PARTIES shall be resolved by mandatory binding arbitration pursuant to these Arbitration Provisions at the election of either PARTY. BY AGREEING TO RESOLVE A DISPUTE IN ARBITRATION, THE PARTIES ARE WAIVING THEIR RIGHT TO A JURY TRIAL OR TO LITIGATE IN COURT.




		
	(h)
	CLASS ACTION WAIVER.  The PARTIES agree that (i) no arbitration proceeding hereunder shall be certified as a class action or proceed as a class action, or on a basis involving claims brought in a purported representative capacity on behalf of the general public, other customers or potential customers or persons similarly situated, and (ii) no arbitration proceeding hereunder shall be consolidated with, or joined in any way with, any other arbitration proceeding.  THE PARTIES AGREE TO ARBITRATE THE DISPUTE ON AN INDIVIDUAL BASIS AND EACH WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION.




		
	(i)
	FEDERAL ARBITRATION ACT AND OKLAHOMA LAW.  The PARTIES acknowledge and agree that the Federal Arbitration Act shall govern (i) the interpretation and enforcement of these Arbitration Provisions, and (ii) all arbitration proceedings that take place pursuant to these Arbitration Provisions.  THE PARTIES AGREE THAT, EXCEPT AS OTHERWISE EXPRESSLY AGREED TO BY THE PARTIES IN WRITING, OR UNLESS EXPRESSLY PROHIBITED BY LAW, OKLAHOMA SUBSTANTIVE LAW (WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES) WILL APPLY IN ANY BINDING ARBITRATION PROCEEDING REGARDLESS OF WHO INITIATES THE PROCEEDING, WHERE YOU RESIDE OR WHERE THE DISPUTE AROSE. 


		
	II.
	Specific Provisions:




		
	(a)
	Any and all BUSINESS DISPUTES between the PARTIES shall be resolved by arbitration in accordance with the Commercial Arbitration Rules of the AAA in effect at the time of filing, as modified by, and subject to, these Arbitration Provisions. A BUSINESS DISPUTE for a claim of actual damages that exceeds $250,000 shall 





-32-






be administered by AAA before at least three (3) neutral arbitrators at the request of any PARTY.  In the event the aggregate of all affirmative claims asserted exceeds $500,000, exclusive of interest and attorney’s fees, or upon the written request of any PARTY, the arbitration shall be conducted under the AAA Procedures for Large, Complex Commercial Disputes.  


		
	(b)
	The PARTIES shall have the right to (i) invoke self-help remedies (such as setoff, notification of account debtors, seizure and/or foreclosure of collateral, and nonjudicial sale of personal property and real property collateral) before, during or after any arbitration, and/or (ii) request ancillary or provisional judicial remedies (such as garnishment, attachment, specific performance, receiver, injunction or restraining order, and sequestration) before or after the commencement of any arbitration proceeding (individually, and not on behalf of a class).  The PARTIES need not await the outcome of the arbitration proceeding before using self-help remedies. Use of self-help or ancillary and/or provisional judicial remedies shall not operate as a waiver of either PARTY’S right to compel arbitration. Any ancillary or provisional judicial remedy which would be available from a court at law shall be available from the Arbitrator. The PARTIES agree that the AAA Optional Rules for Emergency Measures of Protection shall apply in an arbitration proceeding where emergency interim relief is requested. 




		
	 (c) 
	Except to the extent the recovery of any type or types of damages or penalties may not by waived under applicable law, the Arbitrator shall not have the authority to award either PARTY (i) punitive, exemplary, special or indirect damages, (ii) statutory multiple damages, or (iii) penalties, statutory or otherwise.




		
	(d)
	The Arbitrator may award attorney’s fees and costs including the fees, costs and expenses of arbitration and of the Arbitrator as the Arbitrator deems appropriate to the prevailing PARTY. The Arbitrator shall retain jurisdiction over questions of attorney’s fees for fourteen (14) days after entry of the decision.




		
	(e)
	The Arbitrator is bound by the terms of these Arbitration Provisions.  The Arbitrator  shall have exclusive authority to resolve any DISPUTES relating to the scope or enforceability of these Arbitration Provisions, including (i) all arbitrability questions, and (ii) any claim that all or a part of these Arbitration Provisions are void or voidable (including any claims that they are unconscionable in whole or in part).  




		
	(f)
	These Arbitration Provisions shall survive any modification, renewal, extension, repayment (whether partial or full), or discharge (whether partial or full) of this Note, unless all of the PARTIES otherwise expressly agree in writing.




		
	(g)
	If a PARTY initiates legal proceedings, the failure of the initiating PARTY to request arbitration pursuant to these Arbitration Provisions within 180 days after the filing of the lawsuit shall be deemed a waiver of the initiating PARTY’S right to compel 





-33-






arbitration with respect to the claims asserted in the litigation. The failure of the defending PARTY in such litigation to request arbitration pursuant to these Arbitration Provisions within 180 days after the defending PARTY’S receipt of service of judicial process, shall be deemed a waiver of the right of the defending PARTY to compel arbitration with respect to the claims asserted in the litigation.  If a counterclaim, cross-claim or third party action is filed and properly served on a PARTY in connection with such litigation, the failure of such PARTY to request arbitration pursuant to these Arbitration Provisions within ninety (90) days after such PARTY’S receipt of service of the counterclaim, cross-claim or third party claim shall be deemed a waiver of such PARTY’S right to compel arbitration with respect to the claims asserted therein. The issue of waiver pursuant to these Arbitration Provisions is an arbitrable dispute.  Active participation in any pending litigation described above by a PARTY shall not in any event be deemed a waiver of such PARTY’S right to compel arbitration. All discovery obtained in the pending litigation may be used in any subsequent arbitration proceeding.


		
	(h)
	Any PARTY seeking to arbitrate shall serve a written notice of intent to any and all opposing PARTIES after a DISPUTE has arisen. The PARTIES agree a timely written notice of intent to arbitrate by either PARTY pursuant to these Arbitration Provisions shall stay and/or abate any and all action in a trial court, save and except a hearing on a motion to compel arbitration and/or the entry of an order compelling arbitration and staying and/or abating the litigation pending the filing of the final award of the Arbitrator. 




		
	(i)
	Any Arbitrator selected shall be knowledgeable in the subject matter of the DISPUTE and be licensed to practice law. 




		
	(j)
	For a one (1) member arbitration panel, the PARTIES are limited to an equal number of strikes in selecting the arbitrator from the AAA neutral list, such that at least one arbitrator remains after the PARTIES exercise all of their respective strikes.  For a three (3) member arbitration panel, the PARTIES are limited to an equal number of strikes in selecting the arbitrators from the AAA neutral list, such that at least three arbitrators remain after the PARTIES exercise all of their respective strikes.  After exercising all of their allotted respective strikes, the PARTIES shall rank those potential arbitrators remaining numerically in order of preference (with “1” designating the most preferred).  The AAA shall review the PARTIES rankings and assign a score to each potential arbitrator by adding together the ranking given to such potential arbitrator by each PARTY. The arbitrator(s) with the lowest score total(s) will be selected.  In the event of a tie or ties for lowest score total and if the selection of both or all of such potential arbitrators is not possible due to the required panel size, the AAA shall select the arbitrator(s) it believes to be best qualified.  




		
	(k)
	The PARTIES and the Arbitrator shall treat all aspects of the arbitration proceedings, including, without limitation, any documents exchanged, testimony and other evidence, briefs and the award, as strictly confidential; provided, however, that a 





-34-






written award or order from the Arbitrator may be filed with any court having jurisdiction to confirm and/or enforce such award or order.


		
	(l)
	Any statute of limitation which would otherwise be applicable shall apply to any claim asserted in any arbitration proceeding under these Arbitration Provisions, and the commencement of any arbitration proceeding tolls such statute of limitations.




		
	(m)
	If the AAA is unable for any reason to provide arbitration services, then the PARTIES agree to select another arbitration service provider that has the ability to arbitrate the DISPUTE pursuant to and consistent with these Arbitration Provisions.  If the PARTIES are unable to agree on another arbitration service provider, any PARTY may petition a court of competent jurisdiction to appoint an Arbitrator to administer the arbitration proceeding pursuant to and consistent with these Arbitration Provisions.




		
	(n)
	The award of the Arbitrator shall be final and Judgment upon any such award may be entered in any court of competent jurisdiction.  The arbitration award shall be in the form of a written reasoned decision and shall be based on and consistent with applicable law.




		
	(o)
	Unless the PARTIES mutually agree to hold the binding arbitration proceeding elsewhere, venue of any arbitration proceeding under these Arbitration Provisions shall be in Oklahoma County, Oklahoma.




		
	(p)
	If any of these Arbitration Provisions are held to be invalid or unenforceable, the remaining provisions shall be enforced without regard to the invalid or unenforceable term or provision.




IN WITNESS WHEREOF, the parties hereto have executed or caused this Agreement to be executed as of the date first above written.


		
	BORROWERS:
	ERICK FLOWBACK SERVICES, LLC, an Oklahoma limited liability company




		
	By:
	MCE, LP, a Delaware limited partnership, its sole member




		
	By:
	MCE GP, LLC, a Delaware limited liability company, its General Partner








By:                            
KRISTIAN KOS, Chief Executive Officer





-35-








ROD’S PRODUCTION SERVICES, L.L.C., a Delaware limited liability company


		
	By:
	MCE, LP, a Delaware limited partnership, its sole member




		
	By:
	MCE GP, LLC, a Delaware limited liability company, its General Partner








By:                            
KRISTIAN KOS, Chief Executive Officer




GUARANTORS:


                        
MARK SNODGRASS, an individual






                        
BRIAN AUSTIN, an individual




MCE, LP, a Delaware limited partnership


		
	By: 
	MCE GP, LLC, a Delaware limited liability company, its general partner








By:                            
KRISTIAN KOS, Chief Executive Officer




		
	LENDER:
	BANK 7








By:                            
TOM TRAVIS, President





-36-






SCHEDULE 1.11(c)
to
First Amended and Restated Loan and Security Agreement


Equipment Collateral


The Equipment described in Section 1.11(c) of the First Amended and Restated Loan and Security Agreement includes, but is not limited to:


	
			
	A.
	 
	Erick Flowback Services

	Equipment

	20-8807998

	FYE: 12/31/2014  Qtr: 3/31/2014

	 
	 
	 

	 
	d
	 

	Asset
	t
	Property Description

	 
	 
	 

	Group:  Flares

	 
	 
	 

	402
	 
	FL013  4' Flare with Hydrualic Lift Trailers

	409
	 
	FL014  Dual 3" Flare Stack Trailer

	410
	 
	FL011/12  2 Single 3" Flare Stack Trailers

	431
	 
	FL020  4" Flare Stack Trailer 12BWC019

	432
	 
	FL022  4" Flare Stack Trailer 12BWD020

	438
	 
	FL015  4" Double Flare Stack Trailer BWC023

	443
	 
	FL021  4" Double Flare Stack Trailer BW12E024

	448
	 
	FL003  8' x 83" Trailer Frame  #7467

	449
	 
	FL001  8' x 83" Trailer Frame #7468

	454
	 
	FL018  4" Flare Stack Trailer 12BWE025

	455
	 
	FL026  4" Flare Trailer 12BWF 0029

	457
	 
	FL029  4" Flare Stack Trailer 12BWF030

	461
	 
	FL002  8x83 Trailer Frame #7683

	462
	 
	FL005  8x83 Trailer Frame #7684

	463
	 
	FL006  8x83 Trailer Frame #7685

	464
	 
	FL004  8' x 83" Trailer Frame #7686

	466
	 
	FL017  12 Texoma Double Flare #F974

	471
	 
	FL028  Double Flare Trailer#309Z3

	474
	 
	FL007  8x83 Trailer Frame #7977

	475
	 
	FL010  8x83 Trailer Frame #7978

	476
	 
	FL016  8' x 83" Trailer Frame #7979

	477
	 
	FL008  8' x 83" Trailer Frame #7980

	478
	 
	FL019  8' x 83" Trailer Frame #7981

	479
	 
	FL025  8' x 83" Trailer Frame 7982

	480
	 
	8x83 Trailer Frame #7983

	481
	 
	FL009  8' x 83" Trailer Frame #7984







-37-






	
			
	488
	 
	FL027  Double Flare Trailer #93Z4

	492
	 
	FL024  Load Trail 40' #6239

	687
	 
	FL030 4" Flare with Hydraulic lift trailer

	799
	 
	FL023  4-40' Flare Stack Bumper  (8912)

	 
	 
	 

	Group:  Frac Tank

	 
	 
	 

	16
	 
	FB001  Frac Tank

	17
	 
	FB002  Frac Tank

	18
	 
	FB003 Frac Tank

	19
	 
	FB004  Frac Tank

	20
	 
	FB005 Frac Tank

	21
	 
	FB006  Frac Tank

	22
	 
	FB007 Frac Tank

	110
	 
	FB008  Frac Tank

	111
	 
	FB009  Frac Tank

	112
	 
	FB010  Frac Tank

	113
	 
	FB011  Frac Tank

	114
	 
	FB012  Frac Tank

	115
	 
	FB013  Frac Tank

	116
	 
	FB014  Frac Tank

	117
	 
	FB015  Frac Tank

	118
	 
	FB016  Frac Tank

	119
	 
	FB017   Frac Tank

	120
	 
	FB018  Frac Tank

	178
	 
	FB019  Frac Tank

	179
	 
	FB020  Frac Tank

	180
	 
	FB021  Frac Tank

	181
	 
	FB022  Frac Tank

	187
	 
	FB023  Frac Tank

	188
	 
	FB024  Frac Tank

	189
	 
	FB025  Frac Tank

	190
	 
	FB026  Frac Tank

	191
	 
	FB027  Frac Tank

	192
	 
	FB028  Frac Tank

	193
	 
	FB029  Frac Tank

	194
	 
	FB030  Frac Tank

	219
	 
	FB031  Frac Tank

	220
	 
	FB032  Frac Tank

	221
	 
	FB033  Frac Tank

	222
	 
	FB034  Frac Tank

	223
	 
	FB035  Frac Tank

	224
	 
	FB036  Frac Tank

	225
	 
	FB037  Frac Tank

	226
	 
	FB038  Frac Tank







-38-






	
			
	227
	 
	FB039  Frac Tank

	228
	 
	FB040  Frac Tank

	229
	 
	FB041  Frac Tank

	230
	 
	FB042  Frac Tank

	231
	 
	FB043  Frac Tank

	232
	 
	FB044 Frac Tank

	233
	 
	FB045  Frac Tank

	234
	 
	FB046  Frac Tank

	235
	 
	FB047  Frac Tank

	236
	 
	FB048  Frac Tank

	237
	 
	FB049  Frac Tank

	238
	 
	FB050  Frac Tank

	239
	 
	FB051  Frac Tank

	240
	 
	FB052  Frac Tank

	241
	 
	FB053  Frac Tank

	242
	 
	FB054  Frac Tank

	243
	 
	FB055  Frac Tank

	244
	 
	FB056  Frac Tank

	245
	 
	FB057  Frac Tank

	299
	 
	FB058  Frac Tank

	300
	 
	FB059  Frac Tank

	301
	 
	FB060  Frac Tank

	302
	 
	FB061  Frac Tank

	303
	 
	FB062  Frac Tank

	304
	 
	FB063  Frac Tank

	305
	 
	FB064  Frac Tank

	306
	 
	FB065  Frac Tank

	307
	 
	FB066  Frac Tank

	308
	 
	FB067  Frac Tank

	309
	 
	FB068  Frac Tank

	310
	 
	FB069  Frac Tank

	311
	 
	FB070  Frac Tank

	312
	 
	FB071  Frac Tank

	313
	 
	FB072  Frac Tank

	314
	 
	FB073  Frac Tank

	315
	 
	FB074  Frac Tank

	316
	 
	FB075  Frac Tank

	317
	 
	FB076  Frac Tank

	541
	 
	FB077-082  Frac Tanks (6)

	542
	 
	FB083-088  Frac Tanks (6)

	543
	 
	FB089-094  Frac Tanks (6)

	544
	 
	FB095-096  Frac Tanks (2)

	545
	 
	FB097-100  Frac Tanks (4)

	546
	 
	FB101-103  Frac Tanks (3)

	547
	 
	FB104-105  Frac Tanks (2)

	548
	 
	FB106-107  Frac Tanks (2)







-39-






	
			
	549
	 
	FB108-110  Frac Tanks (3)

	726
	 
	FB111   8010 Frac Tank 47'

	727
	 
	FB112  8011 Frac Tank 47'

	728
	 
	FB113  8012 47' Frac Tank w/Back platform

	729
	 
	FB114  8013 47' Frac Tank w/back platform

	730
	 
	FB115  8014 47' Frac Tank w/back platform

	731
	 
	FB116  8015 47' Frac Tank w/back platform

	732
	 
	FB117  8016 47' Frac Tank w/back platform

	733
	 
	FB118  8017 47' Frac Tank w/back platfrom

	734
	 
	FB119  8018 47' Frack Tank w/back platfrom

	735
	 
	FB120  8019  47' Frac Tank w/back platfrom

	769
	 
	FB121  47' Frac Tank with back platform

	800
	 
	FB122  Frac Tank

	845
	 
	FB123  500 BBL Frac Tank AL5162

	846
	 
	FB124  500 BBL Frac Tank AL5163

	847
	 
	FB125  500 BBL Frac Tank AL5164

	848
	 
	FB 126  500 BBL Frac Tank AL5159

	849
	 
	4 - 500 BBL Frac Tanks

	850
	 
	FB127-131  5 - 500 BBL Frac Tank AL5170-5174

	851
	 
	5 - 500 BBL Frac Tanks

	 
	 
	 

	 
	 
	 

	Group:  Line Heaters

	 
	 
	 

	624
	 
	LH004  Line Heater

	625
	 
	LH007 Line Heater

	651
	 
	LH010  BE 600 Line Heater

	652
	 
	LH016  BE 602 Line Heater

	653
	 
	LH013  1 Million Reboiler 10 Line Heater

	654
	 
	LH014  1 Million Reboiler 10K Line Heater

	660
	 
	LH012  1MM BTU Line heater w./coils choke

	661
	 
	LH002  5MM BTU Line heater coils choke

	662
	 
	LH015   409 1.5M  10K

	664
	 
	LH008  VIN BE-614 Line Heater

	665
	 
	LH019  VIN BE-619 Line Heater

	736
	 
	LH011   Be-622 1MM BTU Line Heater

	737
	 
	LH017  BE-624 1.5MM BTU Line Heater

	746
	 
	LH017  BE-635 1.5MM BTU Line Heater

	747
	 
	LH005  BE-633 1MM BTU Line Heater

	756
	 
	LH016  1994 Sivalls 4.5 Mill DTU LH

	757
	 
	LH018  2011 C&W 48"x10' 1 MILL BTU LH

	772
	 
	LH020-021  1.5MM BTU Line Heaters

	773
	 
	LH022-023  1.5MM BTU Line Heaters

	775
	 
	LH024  1.5MM BTU Line Heaters

	798
	 
	LH025  1.5MM BTU Line Heaters







-40-






	
			
	854
	 
	LH026  1.5 MBTU Line Heater w/6000PSI coil

	855
	 
	LH027  1.5 MBTU LH w/6000 PSI Coil #25700

	 
	 
	 

	 
	 
	 

	Group:  Machinery & Equipment

	 
	 
	 

	25
	 
	Iron

	26
	 
	Welder

	27
	 
	TR147  Steamer

	28
	 
	TR167  Steamer

	30
	 
	Winch

	31
	 
	JD Backhoe

	32
	 
	Equip Pipe-Iron

	33
	 
	Scale

	34
	 
	Post Hole Diggers

	35
	 
	Roustabout Boxes

	36
	 
	99 Bobcat

	37
	 
	310 5G Backhoe

	38
	 
	JD Backhoe, Auger, Trailer

	39
	 
	Generator

	40
	 
	Mower

	41
	 
	Equipment

	42
	 
	Appliances

	43
	 
	Pipe/Iron

	44
	 
	Equipment

	45
	 
	TR111  Steamer

	46
	 
	Containers

	47
	 
	Chokes/Flanges

	48
	 
	Light Plant

	49
	 
	Valves

	50
	 
	Iron Test Pump

	51
	 
	Pump for Wells

	52
	 
	TR015  Steamer

	53
	 
	Welder

	72
	 
	Equipment

	73
	 
	Skidsteer

	74
	 
	Sooner Oilfield Equipment

	75
	 
	185 New Holland

	195
	 
	Welder

	197
	 
	Winches

	198
	 
	Air Compressor

	199
	 
	S175 Bobcat 525219976

	200
	 
	Tool Boxes

	201
	 
	Engine/Winch Truck

	202
	 
	S250 Bobcat







-41-






	
			
	203
	 
	Cat Forklift

	204
	 
	Kohler Bobcat

	206
	d
	06 S250 Skid Steer with trailer

	207
	 
	Lincoln 250 Welder

	208
	 
	Bobcat Weights

	210
	d
	4 Light Towers (also see Asset #518)

	290
	 
	(10) 2 Way Radios

	291
	 
	Ferris Riding Mower

	292
	 
	Exmark Riding Mower

	293
	 
	Exmark Walk Behind Mower

	294
	 
	Finn 175 Hydroseeder

	295
	 
	Welder

	296
	 
	Misc Tools

	297
	d
	(4) Terex Light Towers

	298
	 
	Welder/Generator

	518
	d
	Sales tax on Light Towers (asset #210)

	519
	d
	2007 New Holland Skid Steer

	520
	 
	2 Air Compressors

	521
	 
	48" Rail Pallet Fork (stock #65879)

	522
	 
	Hotsy 1075SSE Hot Water Pressure Washer

	523
	 
	Hotsy Steamer

	524
	 
	Winch--65 WM 65,000 Gear Drive Assy#80928001

	526
	 
	New Gehl Forklift #1802 (asset #209 traded in

	527
	 
	Paint Booth--Ohio

	528
	 
	Poly Pipe Fusion Machine

	550
	d
	Plug Catcher Dual 3" 1502 Gear Op

	611
	 
	BE-U1239 NB 223 Horizontal Separator

	612
	 
	BE-U1245 NB 229 Horizontal Separator

	613
	 
	BE-U1246 NB 230 Horizontal Separator

	614
	 
	BE-U1250 NB 234

	615
	 
	BE-U1252 NB 236 Horizontal Separator

	616
	 
	BE-U1253 NB 237 Horizontal Separator

	618
	 
	4 Wacker Neuson 3 inch trash pumps

	620
	 
	BE-U1295 Horizontal Separator (scrubber pot)

	628
	 
	BE-U1352 NB 331 Horizontal Separator

	629
	 
	BE-U1353 NB 332 Horizontal Separator

	630
	 
	BE-U1388 Horizontal Separator

	631
	 
	BE-U1392 Horizontal Separator

	633
	 
	BE-U1390 NB369 Horizontal Separator

	634
	 
	BE-U1391 NB370 Horizontal Separator

	635
	 
	BE-U1393 NB 372 Horizontal Separator

	636
	 
	BE-U1394 NB 373 Horizontal Separator

	637
	 
	BE-U1385 NB 374 Horizontal Separator

	638
	 
	BE-U1409 NB388 Horizontal Separator

	640
	 
	Parts to install flow cross invoice 269

	641
	 
	Flow Cross FC001







-42-






	
			
	642
	 
	Diesel Powered Hydraulic Unit

	643
	 
	VN 81-A-D-5493-OA-2  15' Separator

	647
	 
	Flow Cross FC002

	648
	 
	Flow Cross FC003

	663
	 
	3 PT3H Pump 3inch trash pumps diesel wacher n

	666
	 
	Rion Hot Air Welder

	669
	 
	VIN 10304-27 NB 1182 3 phase test Separator

	738
	 
	4 new completed Frac Stand Sets painted (ND)

	739
	 
	4 custom frac stand canvas tarps (ND)

	740
	 
	0379 Wacker Centrif Trash Pump Dies Eng 3

	741
	 
	0380 Wacker Centrif Trash Pump dies eng 3"

	742
	 
	3582 Wacker Centrif Trash Pump dies Eng 3"

	743
	 
	6 new complete frac stand sets painted (ND)

	744
	 
	6 custom frac stand canvas tarps (ND)

	745
	 
	6 frac stand bridges (addtn to original--ND)

	748
	 
	5000 Series Flowmore Methanal Pump

	749
	 
	Filter Tank and Trailer FU003/004

	761
	 
	1224 THD Mach

	762
	 
	1224 2-1/2-4" THD Dies

	763
	 
	TR068  0275 Doonan 48" Dropdeck

	770
	 
	29 HP Lawn Mower

	774
	 
	Used IceOMatic Ice Machine

	853
	 
	Threading Machine, Pipe Threading Head

	856
	 
	24LP 250# Vert Separator w/ control

	879
	 
	New Holland Skid Steer (asset  206 traded in)

	880
	 
	New Holland Skid Steer(asset 519 traded in)

	884
	 
	Flow Measurement System Control

	 
	 
	 

	Group:  Manifolds

	 
	 
	 

	566
	 
	MD001-002  2--1502 Valve Choke Manifolds

	567
	 
	MD003-007  Plug Valve Manifolds

	572
	 
	MD008-017  10 Manifold Skids & 10 Manifolds

	597
	 
	MD018-027  10   5-V 2x2 Manifolds

	750
	 
	MD028-029  2x2 Plug Valve Manifold Adj choke

	759
	 
	MD030-031  2x2 Plug Valve Manifold Adj choke

	760
	 
	MD032  2x2 P)lug Valve Manifold Adj Choke

	771
	 
	MD0037,43,45  Choke Man 9 valve 2x2 dual adj

	 
	 
	 

	Group:  Miscellaneous

	 
	 
	 

	23
	 
	Equip Cotton Gin

	 
	 
	 

	Group:  Office Furniture & Equip

	 
	 
	 







-43-






	
			
	14
	 
	Furniture

	15
	 
	Computer

	77
	 
	Computer

	78
	 
	Printer

	79
	 
	Office Equipment

	80
	 
	Refrigerator

	262
	 
	Fax/Copy Machine

	263
	 
	Desk

	264
	 
	Desk, Chair, Credenza etc

	318
	 
	Computer

	319
	 
	Office Refrigerator

	320
	 
	QuickBooks Enterprise

	321
	 
	Computers

	369
	 
	2 Desks, Hutch, Chair (KF)

	370
	 
	2 Desks, 2 Hutch, Return, File Chair (E)

	371
	 
	Computer

	372
	 
	Server

	373
	 
	L Workstation (E)

	374
	 
	Vostro 1540 BTX Laptop

	375
	 
	HP OJ8600 Printer

	376
	 
	2 Vostro 260 Desktops

	377
	 
	Laptop (R Belcher)

	378
	 
	Macbook Pro, Office, Neoprene Sleeve (Wes)

	379
	 
	Dell Mini Projector

	380
	 
	Office Furniture

	381
	 
	HP OJ Prop Printer, Chair

	382
	 
	2 HP desktops, Micro Off, Epson Projector

	383
	 
	2 Gold Derrick Lamps

	384
	 
	Desk, File cabinet, Credenza, Hutch

	385
	 
	2 Inspiron 15R Laptops

	386
	 
	3 desks, 3 files, 1 writing, 1 conf table

	387
	 
	Office Furniture (corp office)

	388
	 
	Office Chair

	389
	 
	Office Chair

	390
	 
	Inspiron Laptop

	391
	 
	Chairs, Desk, Conf. Table, Cabinet

	392
	 
	Computer (Michael Scott)

	393
	 
	Vostro Laptop (Layne Edwards)

	394
	 
	Vostro Laptop (Michael Scott)

	395
	 
	HP 8600 Printer (Justin's off)

	396
	 
	Software

	397
	 
	Telephone System

	683
	 
	MAC Laptop

	684
	 
	Vostro 270S

	685
	 
	Apple wi-fi keyboard, 2 HP 5520E printers, Ip

	686
	 
	Monitor for PC







-44-






	
			
	688
	 
	Mac Mini

	689
	 
	8 Black Executive Chairs-Conf Room

	690
	 
	Panasonic 14" notebook (Chad Kelly)

	691
	 
	Used HON 60" filing cabinet

	692
	 
	HP Mobile Printer and Cable (ext warr)

	693
	 
	18 cu ft top mount refrigerator (Jet Yard(

	694
	 
	Refrigerator and Blinds

	695
	 
	Printer/Scanner

	696
	 
	Office furniture for Jet Yard

	697
	 
	Dell E Series E1113H 21.5" monitor

	698
	 
	Adobe Acrobat X! and Vostro V270 Desktop

	699
	 
	Microsoft Office 2010

	700
	 
	for Brian Austin

	701
	 
	Furniture for Jet Yard

	702
	 
	Furniture for Jet Yard

	869
	 
	Rent House Furniture

	870
	 
	Rent House Furniture

	871
	 
	Orien 260 Ice Machine

	872
	 
	Desk

	873
	 
	Lenovo Touch Laptop

	874
	 
	Desks

	875
	 
	Panasonic 14" Notebook

	876
	 
	Global 9300P Lateral File

	877
	 
	2 Computers/2 Ipads

	878
	d
	Global 9300P Lateral File 5

	885
	 
	Desk for Whitney

	891
	 
	2 MacBooks, 2 Ipads;2 Macs

	892
	 
	Dell M115 Projector

	893
	 
	Global 9300P Lateral File 5

	 
	 
	 

	Group:  Pipes and Valves

	 
	 
	 

	132
	 
	Pipes, Valves & Equipment`

	133
	 
	Pipe, Valves & Equipment

	134
	 
	Pipe, Valves & Equipment

	135
	 
	Pipe, Valves & Equipment

	136
	 
	Pipe, Valves & Equipment

	137
	 
	Pipe, Valves & Equipment

	138
	 
	Pipe, Valves & Equipment

	139
	 
	Pipe, Valves & Equipment

	140
	 
	Pipe, Valves & Equipment

	141
	 
	Pipe, Valves & Equipment

	142
	 
	Pipe, Valves & Equipment

	143
	 
	Pipe, Valves & Equipment

	211
	 
	Pipe, Valve & Iron







-45-






	
			
	212
	 
	Pipe, Valve & Iron

	213
	 
	Pipe, Valve & Iron

	214
	 
	Pipe, Valve & Iron

	215
	 
	Pipe, Valve & Iron

	216
	 
	Pipe, Valve & Iron

	217
	 
	Pipe, Valve & Iron

	218
	 
	Pipe, Valve & Iron

	364
	 
	Pipe, Valves & Equipment

	365
	 
	Pipe, Valves & Equipment

	366
	 
	Pipe, Valves & Equipment

	367
	 
	Pipe, Valves & Equipment

	529
	 
	Pipes, Valves & Iron

	530
	 
	Pipes, Valves & Iron

	531
	 
	Pipes, Valves & Iron

	532
	 
	Pipes, Valves & Iron

	533
	 
	Pipes, Valves & Iron

	534
	 
	Pipes, Valves & Iron

	535
	 
	Pipes, Valves & Iron

	536
	 
	Pipes, Valves & Iron

	537
	 
	Pipes, Valves & Iron

	538
	 
	Pipes, Valves & Iron

	539
	 
	Pipes, Valves & Iron

	540
	 
	Pipes, Valves & Iron

	554
	 
	VIN 007759-22  3 Phase Separator

	555
	 
	VIN 007759-24 3 Phase Separator

	573
	 
	Rebuilt Natl Gas Unit Ser# EL8B75103-02

	574
	 
	VIN 96-610  1996 hanover Separator

	581
	 
	SN  7759-2  Sand Separator

	582
	 
	SN  7759-13 San Separator

	583
	 
	SN  7759-12 Sand Separator

	584
	 
	SN  7759-16 Sand Separator

	585
	 
	SN  7759-8 Sand Separator

	586
	 
	SN  7759-9 Sand Separator

	587
	 
	SN 7759-10 Sand Separator

	588
	 
	SN  7759-11 Sand Separator

	591
	 
	VIN 007759-3  3 Phase Separator reconditioned

	592
	 
	VIN  07759-5 3 Phase Separator Reconditioned

	593
	 
	VIN  07759-18 3 Phase Separator Reconditioned

	594
	 
	VIN  07759-15  3 Phase Separator Reconditioned

	595
	 
	VIN  21011-159 3 Phase Separator

	596
	 
	VIN  21011-157  3 Phase Separator

	764
	 
	Pipes and Valves

	765
	 
	Pipes and Valves

	766
	 
	Pipes and Valves

	767
	 
	Pipes and Valves

	768
	 
	Pipes and Valves







-46-






	
			
	801
	 
	Pipes and Valves

	802
	 
	Pipes and Valves

	804
	 
	Pipes and Valves

	805
	 
	Pipes and Valves

	807
	 
	Pipes and Valves

	808
	 
	Pipes and Valves

	809
	 
	Pipes and Valves

	810
	 
	Pipes and Valves

	811
	 
	Pipes and Valves

	812
	 
	Pipes and Valves

	815
	 
	Pipes and Valves

	816
	 
	Pipes and Valves

	817
	 
	Pipes and Valves

	818
	 
	Pipes and Valves

	819
	 
	Pipes and Valves

	820
	 
	Pipes and Valves

	821
	 
	Pipes and Valves

	822
	 
	Pipes and Valves

	823
	 
	Pipes and Valves

	824
	 
	Pipes and Valves

	825
	 
	Pipes and Valves

	826
	 
	Pipes and Valves

	827
	 
	Pipes and Valves

	829
	 
	Pipes and Valves

	830
	 
	Pipes and Valves

	831
	 
	Pipes and Valves

	832
	 
	Pipes and Valves

	833
	 
	Pipes and Valves

	834
	 
	Pipes and Valves

	835
	 
	Pipes and Valves

	836
	 
	Pipes and Valves

	857
	 
	Pipes and Valve

	858
	 
	Pipes and Valves

	859
	 
	Pipes and Valves

	860
	 
	Pipes and Valves

	861
	 
	Pipes and Valves

	862
	 
	Pipes and Valves

	863
	 
	Pipes and Valves

	866
	 
	Pipes and Valves

	867
	 
	Pipes and Valves

	868
	 
	Pipes and Valves

	886
	 
	Pipes and Valves

	887
	 
	Pipes and Valves

	888
	 
	Pipes and Valves

	889
	 
	Pipes and Valves

	890
	 
	Pipes and Valves







-47-






	
			
	894
	 
	Pipes and Valves

	895
	 
	Pipes and Valves

	896
	 
	Pipes and Valves

	897
	 
	Pipes and Valves

	898
	 
	Pipes and Valves

	899
	 
	Pipes and Valves

	900
	 
	Pipes and Valves

	901
	d
	VIN  21011-157  3 Phase Separator

	902
	d
	VIN  21011-159 3 Phase Separator

	903
	d
	SN  7759-2  Sand Separator

	904
	 
	Pipes and Valves

	 
	 
	 

	Group:  Plug Catchers

	 
	 
	 

	553
	 
	PC001  Plug Catcher Manifold

	559
	 
	PC002  Plug Catcher Manifold

	560
	 
	PC003  Plug Catcher Manifold

	561
	 
	PC004  Plug Catcher Manifold

	562
	 
	PC005  Plug Catcher Manifold

	563
	 
	PC006  Plug Catcher Manifold

	564
	 
	PC007  Plug Catcher Manifold

	570
	 
	PC008  Plug Catcher Manifold

	571
	 
	PC009  Plug Catcher Manifold

	580
	 
	PC010  Plug Catcher

	603
	 
	PC011  Plug Catcher Manifold

	607
	 
	PC012  Plug Catcher Manifold

	608
	 
	PC013  Plug Catcher Manifold

	610
	 
	PC014  Plug Catcher Manifold

	617
	 
	PC015  Plug Catcher Manifold

	619
	 
	PC016  Plug Catcher Manifold

	622
	 
	PC017  Flow Valve

	623
	 
	PC018  Plug Catcher Manifold

	644
	 
	PC019  Plug Catcher Manifold

	645
	 
	PC020  Plug Catcher Manifold

	646
	 
	PC021  Plug Catcher Manifold

	649
	 
	PC022  Plug Catcher Manifold

	650
	 
	PC023  Plug Catcher Manifold

	656
	 
	PC024  Plug Catcher Manifold

	657
	 
	PC024  Plug Catcher Manifold

	658
	 
	PC026  Plug Catcher Manifold

	659
	 
	PC027  Plug Catcher Manifold

	670
	 
	PC028  Plug Catcher

	758
	 
	PC029  3x2 Gear Operated Plug Catcher

	 
	 
	 

	 
	 
	 







-48-






	
			
	Group:  Production Units

	 
	 
	 

	121
	 
	Production Unit

	122
	 
	Production Unit

	123
	 
	Production Unit

	124
	 
	Production Unit

	125
	 
	Production Unit

	126
	 
	Production Unit

	127
	 
	Production Unit

	128
	 
	Production Unit

	129
	 
	Production Unit

	130
	 
	Production Unit

	131
	 
	Production Unit

	246
	 
	Production Unit

	247
	 
	Production Unit

	248
	 
	Production Unit

	249
	 
	Production Unit

	250
	 
	Production Unit

	251
	 
	Production Unit

	252
	 
	Production Unit

	253
	 
	Production Unit

	254
	 
	Production Unit

	255
	 
	Production Unit

	256
	 
	Production Unit

	257
	 
	Production Unit

	258
	 
	Production Unit

	259
	 
	Production Unit

	260
	 
	Production Unit

	322
	 
	Production Unit

	671
	 
	3 Combo Production Units 24" vessel

	672
	 
	3 Units w/o trailer cost

	673
	 
	3 Units w/o trailer cost

	674
	 
	3 units w/o trailer cost

	675
	 
	3 Units w/o trailer cost

	676
	 
	3 Units w/o trailer cost

	677
	 
	3 units w/o trailer cost

	678
	 
	3 units w/o trailer cost

	679
	 
	Production Test Units H143 & H142

	680
	 
	3 Phase Separator with Manway

	681
	 
	3 Phase Separator with Manway

	704
	 
	48"x20' x1440 3 Phase Horiz Sep

	705
	 
	SN#Bro7-297 H261 36" x 10'x1440

	706
	 
	42"x15'x1140 Horiz 3 Phase with Man Way Sep

	707
	 
	Recond 42" ODx10'x1440 Horiz 3 Phase Sep

	708
	 
	36ID"x 15'x1440psi H 3PH Separator

	709
	 
	(16) 36x10 Units@ $8500/unit







-49-






	
			
	710
	 
	(5) 30x10 Units @ $8,400/unit

	711
	 
	48"x10'x1140 3 Phase Separator

	712
	 
	48"x10'x1440 3 phase separator

	779
	 
	6x20 125 PSI FWKO w/stand acc

	780
	 
	6x20 125PSI Free Water Knockout

	905
	 
	5-36"x10' OIF-006/OIF-010

	 
	 
	 

	 
	 
	 

	Group:  Sand Separators

	 
	 
	 

	453
	 
	SS051  Sand Trap Trailer #5000

	556
	 
	SS040  5000 PSI SSeparator w/trailer & Lift

	557
	 
	SS047  5000 PSI Sand Separator on L-Skid

	568
	 
	SS001  Sand Separator

	569
	 
	SS002  Sand Separator

	575
	 
	SS003  Sand Separator

	576
	 
	SS004  Sand Separator

	577
	 
	SS005  Sand Separator

	578
	 
	SS006  Sand Separator

	589
	 
	SS007  Sand Separator

	590
	 
	SS008  Sand Separator

	599
	 
	SS009  Sand Separator

	600
	 
	SS010  Sand Separator

	601
	 
	SS011  Sand Separator

	602
	 
	SS012  Separator

	655
	 
	SS027  VIN T-1C86301-02 Vertical Separator

	667
	 
	SS025  VIN Be-U1442 Vertical SS on skid

	668
	 
	SS026  VIN BE-U1443 Vertical SS on skid







-50-








	
			
	Group:  Trailers

	 
	 
	 

	55
	 
	TR098  Gooseneck Trailer

	56
	 
	Travel Trailer

	57
	 
	TR011  Trailer

	61
	 
	TR012  16' Flatbed

	62
	 
	TR013  12' Tandem

	63
	 
	TR021  Trailer

	64
	 
	TR022  Bed & Trailer

	65
	 
	TR023  Trailer

	66
	 
	TR024  Trailer

	67
	 
	Camper

	68
	 
	TR039  Flatbed Trailer

	69
	 
	TR044  Trailer

	81
	 
	TR116  Flowiron Trailer

	82
	 
	Hayes Welding Trailer

	83
	 
	TR130  Orange Gooseneck

	84
	 
	TR045  Tandem Axle Trailer

	85
	 
	TR047  Trailer

	86
	 
	TR049  Holli Speed Trailer

	87
	 
	TR127  40' Trailer

	88
	 
	TR091  10' Trailer

	89
	 
	Water Trailer

	90
	 
	TR139  Carhauler

	91
	 
	TR146  Trailer

	146
	 
	TR148  7 x 16' Trailer #9256

	148
	 
	TR160  28' Triple Axle #7461

	149
	 
	TR025  28' Triple Axle #7596

	150
	 
	18' x 77" #0463

	151
	 
	TR051  28' Triple Axle #7595

	152
	 
	TR150  30' Road Boss #2525

	153
	 
	TR030  28' Triple Axle #7906

	154
	 
	TR028  28' Triple Axle #7911

	155
	 
	TR165  16' #6436

	156
	 
	TR121  28; Triple #7909

	157
	 
	TR168  JC/s Trailer #34066

	159
	 
	TR164  83 x 20 #4066

	160
	 
	TR029  28' Triple #8709

	323
	 
	34' 2005 Chateau Trailer

	324
	 
	TR166  16" Tandem Utility Trailer

	325
	 
	TR089  16' Tandem Box Trailer

	328
	 
	TR061  28' Triple Axle #7618

	329
	 
	Enclosed Trailer

	330
	 
	TR169  Skid Steer Trailer







-51-






	
			
	331
	 
	18' x 77" #0464

	332
	 
	18' x 77" #0465

	333
	 
	18' x 77" #0466

	334
	 
	(2) Mowing Equipment Trailer

	335
	 
	TR081  28' Triple Axle #7907

	336
	 
	TR080  28' Triple Axle #7908

	337
	 
	TR112  '05 CM Trailer

	338
	 
	TR003  28' Triple #7910

	339
	 
	Dunlap Trailer

	340
	 
	TR014  28' Triple #8710

	341
	 
	TR073  28' Triple #8711

	342
	 
	TR101  83 x 24 #8109

	343
	 
	TR097  83 x 24 #7457

	344
	 
	TR128  83 x 24 #7458

	345
	 
	TR100  83 x 24 #7744

	346
	 
	TR099  32' Gooseneck #4069

	347
	 
	TR054  28' Triple #9204

	348
	 
	TR038  28' Triple #9203

	349
	 
	TR018  28' Triple #9202

	350
	 
	TR126  Circle L Trailer

	351
	 
	TR017  28' Triple #9206

	352
	 
	TR006  28' Triple #9205

	353
	 
	TR125  28" Triple #9207

	354
	 
	TR105  24' Lowboy #4115

	355
	 
	TR007  28' Triple #9208

	356
	 
	TR060  28' Triple #9209

	357
	 
	TR131  28' Triple #9210

	358
	 
	TR056  28" Triple #9211

	359
	 
	TR084  32' Gooseneck #9506

	360
	 
	TR088  Lark 7 x 14 #3309

	398
	 
	TR107  28' Gooseneck Triple Axle #9691

	399
	 
	TR090  28' Gooseneck Triple Axle #9692

	400
	 
	TR082  16' Gooseneck Tandem Axle #9697

	401
	 
	TR149  24' Car Hauler #3636

	403
	 
	TR096  40 x 102 Dovetail #4004

	404
	 
	TR020  28' Gooseneck Triple Axle #9693

	405
	 
	TR040  28' Gooseneck Triple Axle #9694

	406
	 
	TR065  16' Gooseneck Tandem Axle #9698

	407
	 
	TR119  28' Gooseneck Triple Axle #9695

	408
	 
	TR009  28' Gooseneck Triple Axle #9696

	411
	 
	TR070-071  Monorail Iron Trailers

	412
	 
	TR115  32' Gooseneck Trailer

	413
	 
	TR103  Lamar 83x24 Stock #63848

	414
	 
	TR104  2012 Lamar 83x24 CH Stock #64783

	415
	 
	TR138  83x20 Gooseneck Trailers #5408

	416
	 
	TR136  83x20 Gooseneck Trailer #5409







-52-






	
			
	417
	 
	TR134  Trailmaster 2012 #9903

	418
	 
	TR076  Trailmaster 2012 #9904

	419
	 
	TR004  Trailmaster 2012 #9905

	420
	 
	TR122  Maxey 20x83 Trailer #2700

	421
	 
	TR02  Maxey 20x83 Trailer New #2699

	422
	 
	TR085  T30' Gooseneck Dovetail Trailer

	424
	 
	Double Stack Flare Trailer BWC015

	425
	 
	TR170  2008 Interstate Cargo Trailers #3957

	426
	 
	TR055   28' Lowboy Horsecreek #7052

	427
	 
	TR032  28' Lowboy Horsecreek #7051

	428
	 
	TR129  28' Lowboy Trailmaster #0094

	429
	 
	TR140  28' Lowboy Trailmaster #0096

	430
	 
	TR118  28' Lowboy Trailmaster #0095

	433
	 
	TR078  28' Lowboy Triple Axle 27114

	434
	 
	TR008  28' Lowboy Triple Axle 27115

	435
	 
	TR109  28' Lowboy #7247

	436
	 
	28' Lowboy #7248

	437
	 
	TR110  28' Lowboy #7249

	439
	 
	Cargomate 7' #5260

	440
	 
	TR016  28' Lowboy Triple Axle #7311

	441
	 
	TR036  28' Lowboy Triple Axle #7312

	442
	 
	TR019  28' Lowboy Triple Axle #7313

	444
	 
	TR132  28' Lowboy Triple Axle #7355

	445
	 
	TR117  28' Lowboy Triple Axle

	446
	 
	TR123  28' Lowboy Triple Axle :37357

	447
	 
	TR094  14' x 83" Heavy Hauler #7469

	450
	 
	TR053  28' Lowboy #7477

	451
	 
	TR002  28' Lowboy #7478

	452
	 
	TR026  28' Lowboy #7479

	456
	 
	TR027  28' Lowboy #7480

	458
	 
	CORP Smoker/Cooker Trailer #7727

	459
	 
	24x83 Heavy Hauler #4192

	460
	 
	TR067  16' Gooseneck #7687

	465
	 
	TR064  20x8 Dump Trailer #0482

	467
	 
	TR113  Gooseneck Trailer #5247

	468
	 
	TR114  Gooseneck 40' #8972

	469
	 
	TR066  Unknown #7813

	470
	 
	TR087  20' x 83" Big Tex Utility #3970

	472
	 
	2004 Travel Trailer #2320

	473
	 
	TR001  28' Triple Axle Trailer #7968

	482
	 
	TR033  28' Gooseneck #7967

	483
	 
	TR031  28' Gooseneck #7969

	484
	 
	TR133  28' Gooseneck #7970

	485
	 
	TR035  28' Triple Axle Trailer #7971

	486
	 
	TR077  28' Triple Axle Trailer #7972

	487
	 
	TR074  28' Triple Axle Trailer #7973







-53-






	
			
	489
	 
	TR037  28' Triple Axle Trailer #7974

	490
	 
	TR005  28' Triple Axle Trailer #7975

	491
	 
	TR034  28' Triple Axle Trailer #7976

	713
	 
	TR053  8210 28' triple axle gooseneck

	714
	 
	TR059  8211 28' triple axle gooseneck

	715
	 
	TR124  8212 28' triple axle gooseneck

	716
	 
	TR106  9945 2013 Big Tex Trailer 33'

	717
	 
	TR137  8213 28' Triple Axle Gooseneck

	718
	 
	TR010  8214 28' Triple Axle Gooseneck

	719
	 
	TR092  8215 28' Triple Axle Gooseneck

	720
	 
	TR069  0560 PH 41' Drop deck Triple 16K Axle

	782
	 
	TR155  8786 28' Gooseneck Trailer

	783
	 
	TR157  8787 28' Gooseneck Trailer

	784
	 
	TR159  8788 28' Gooseneck Trailer

	785
	 
	TR171  8879 28' Riple 7K Axle Gooseneck

	786
	 
	TR163  8880 28' Riple 7K Axle Gooseneck

	787
	 
	TR046  1934 2013 Pequea Trailer

	788
	 
	TR048  1935 2013 Pequa Trailer

	789
	 
	TR043  1933 2013 Pequea Trailer

	790
	 
	TR154  8940 28' Triple 7K Axle Gooseneck

	791
	 
	TR161  8939 28' Triple 7K Axles Gooseneck

	837
	 
	TR135  28' Triple 7K Axle #8941

	838
	 
	TR156  28' Triple 7K Axle #9008

	839
	 
	TR162  28'Triple 7K Axle #9009

	840
	 
	TR158  28' Triple 7k Axle #9010

	841
	 
	Keyston Cougar 5th Wheel

	842
	 
	TR153  28' Triple 7K Axle #9011

	843
	 
	TR15228' Triple 7K Axle #9012

	 
	 
	 

	 
	 
	 

	Group:  Vehicles

	 
	 
	 

	2
	 
	TK053  2007 Dodge 1 Ton 3500 4x4

	4
	 
	Truck Bed Roustabout

	7
	 
	Ranch Hand Bumper

	8
	 
	Grill Guard

	92
	 
	Semi Truck

	95
	 
	CK Steel Building LP

	96
	 
	Semi Truck

	98
	 
	95 Marmon Truck

	99
	 
	TK045  '10 Chevy Crew Cab #6735

	100
	 
	TK017  '05 Ford F250 #2228

	102
	 
	TK009  '11 Ford F350 #1032

	103
	 
	Bumper Grillguard

	104
	 
	High Caliber Equipment







-54-






	
			
	105
	 
	Ford 1 Ton High Caliber

	106
	 
	Ford 1 Ton Paint Job

	108
	 
	TK051  '11 Ford F450 #4794

	109
	 
	TK021  '11 Ford F550 #2063

	145
	 
	06 Ford 250 #3057

	163
	 
	Repairs for Truck

	164
	 
	TK027  Mach/Winch Truck

	166
	 
	TK001  2008 Chevy 1 Ton

	168
	 
	TK008  2007 Ford F150 #1018

	169
	 
	TK007  Ford F250 #8262

	170
	 
	TK006  2009 Ford F250 #0544

	172
	 
	TK049  2011 Chevy Silvarado #1457

	173
	 
	TK024  2011 Ford F350 #8681

	174
	 
	TK029  2011 Chevy Silverado #3189

	175
	 
	TK057  2011 Chevy Silverado #0023

	271
	 
	TK014  '06 Chevy SK1 4C #2913

	273
	 
	TK054  11 Dodge 250 CW #5304

	274
	 
	TK005  '06 GMC Sierra 1500 #8740

	276
	 
	07 GMC Dump Truck #3770

	277
	 
	07 Chevy 2500 #5944

	278
	 
	TK040  '07 GMC 6500 Dump

	280
	 
	TK015  '12 Ford F350 #4930

	281
	 
	TK013  '12 Ford F350 #8015

	284
	 
	TK020  '12 Ford F550 #2196

	285
	 
	TK003  '12 Ford F450 #6012

	286
	 
	TK034  '94 International 930 #7179

	363
	 
	TK026  '11 Chevy #7730 - Harris

	493
	 
	TK039  White Chevy Silverado #3392

	494
	 
	TK041  1 Ton Truck #5492

	495
	 
	TK042  2012 Chevy Truck #1233

	496
	 
	TK016  Ford F250 Lariat #2102

	497
	d
	Ford F250 4x4 Crew Cab SS SRW #6478

	498
	 
	TK023  2012 GMC Sierra 1500 #4819

	499
	 
	TK062  2012 GMC #9390

	500
	 
	TK059  2012 GMC

	501
	 
	2012 GMC #0003

	502
	 
	TK060  2012 GMC Sierra 1500 #5878

	503
	 
	TK031  Chevy Silverado 35 Pickup #2587

	504
	 
	TK055  Dodge 3500 4x4 Crew Cab #7082

	505
	 
	TK028  2012 Ford F250 #7090

	506
	 
	2012 GMC Sierra 3500 #7674

	507
	 
	TK036  2012 Chevy Truck #8699

	508
	 
	TK037  GMC Sierra 1500 #0905

	509
	 
	TK064  GMC Sierra 1500 #3324

	510
	 
	TK030  2013 Chevy Silverado #4059

	511
	 
	TK033  2012 Ford F250 #3303







-55-






	
			
	512
	 
	TK048  1 Ton Truck #3024

	513
	 
	TK056  2012 Dodge 3500 #5161

	514
	 
	TK043   Silverado--#0648 Asset 362 traded in

	516
	 
	TK067  Sierra 2500--Asset 515 traded in #1975

	721
	 
	TK047  7836 2013 GMC Sierra 1500 (white)

	722
	 
	TK052  2769 2013 Chev Silverado 35 (white)

	723
	 
	TK035  2122 2013 GMC Sierra 3500

	724
	 
	TK012  7539 2013 GMC Sierra 3500

	725
	 
	TK038  5743 2013 GMC Sierra 1500

	792
	 
	TK019  0045 2013 Dodge 3500 4x4 flatbed

	793
	 
	TK066  9813 1988 Freightliner

	794
	 
	MARKS  5666 203 GMC Sierra 2500

	795
	 
	TK061  9162 2013 GMC Sierra 1500

	796
	 
	TK063  2857 2013 GMC Sierra 1500

	797
	 
	TK050  4273 2013 GMV Sierra

	844
	 
	2014 GMC #1920

	852
	 
	TK068  2014 GMC Sierra  #6964

	864
	 
	TK069  2014 GMC Sierra 1500 #3012

	865
	 
	TK070  2014 GMC Sierra 1500 #2962

	881
	 
	2014 GMC Sierra #2981

	882
	 
	2014 GMC #7066

	883
	 
	2013 Ford (Denton Jones) #7056

	906
	 
	2014 GMC Sierra

	907
	 
	2014 GMC






 



-56-








	
			
	B.
	 
	Rod's Production Services

	Equipment

	27-3906703

	FYE: 12/31/2014  Qtr: 3/31/2014

	 
	 
	 

	 
	d
	 

	Asset
	t
	Property Description

	 
	 
	 

	Group:  Buildings & Improvements

	 
	 
	 

	535
	 
	42x66214 Steel Building with 2:12 Pitched Roo

	536
	 
	Electrical Service Install - Pleasanton, TX

	537
	 
	Wood Floor for South Texas Yard Office

	 
	 
	 

	 
	 
	 

	Group:  Furniture & Office Equip

	 
	 
	 

	1
	 
	Lexmark Color Copier

	2
	 
	Furniture

	552
	 
	Cabinet

	 
	 
	 

	 
	 
	 

	 
	 
	 

	Group:  Leasehold Improvements

	 
	 
	 

	538
	 
	Modular Mobile Office Bldg (OK Yard)

	539
	 
	South TX Yard Improvements

	540
	 
	Ohio Yard Improvements (Drainage & Level)

	 
	 
	 

	 
	 
	 







-57-








	
			
	Group:  Machinery & Equipment

	 
	 
	 

	63
	 
	Equipment H&L Trailer

	64
	 
	Steamer Power Washer

	65
	 
	RED Production Separator

	66
	 
	RED 1440 Sand Separator

	67
	 
	Manifold Assembly

	68
	 
	(7) 3-Phase Horizontal Separators

	69
	 
	Continental Sand Separator

	70
	 
	Northstar Steamer Trailer

	71
	 
	Frac Tank

	72
	 
	Sand Separators (2)

	73
	 
	600K BTU Heater

	74
	 
	Honda Generator

	75
	 
	Flat Bed Trailer

	76
	 
	(3) 3000# Sand Separators

	77
	 
	Five Valve 2"x2" Manifold

	78
	 
	Forklift 10000# Telescopic

	79
	 
	4 Mercer & Smith Discharge Bottles

	80
	 
	30M PSI Test Pump Unit

	81
	 
	(3) Five Valve 2"x2" Manifold

	82
	 
	Wacker Centrifugal Trash Pump

	83
	 
	Wacker Centrifugal Trash Pump

	84
	 
	Wacker Centrifugal Trash Pump

	85
	 
	John Deere 2210 w/Loader & Mower

	86
	 
	4" 1002x2 1502 Trash Catcher

	87
	 
	Five Valve 2"x2" Manifold

	88
	 
	Five Valve 2"x2" Manifold

	89
	 
	150000 BTU American Gas 20x10 3-Phase Separat

	90
	 
	2008 Troxell Frac Tank

	91
	 
	2008 Troxell Frac Tank

	92
	 
	2006 Waterboy Frac Tank

	93
	 
	2006 Waterboy Frac Tank

	94
	 
	2006 Waterboy Frac Tank

	95
	 
	2006 Waterboy Frac Tank

	96
	 
	GEHL Backhoe Attachment

	97
	 
	6.5 Cu Ft Sandblaster

	98
	 
	(2) 5000# Sand Separators

	99
	 
	(2) 3000# Sand Separators

	101
	 
	1998 Holiday Rambler

	102
	 
	Natco 82 1MM Gas Unit

	103
	 
	1.5 MM BTU test Separator w/10K Coil

	104
	 
	2004 Genie Light Tower Model TML400

	105
	 
	2004 Genie Light Tower Model TML400







-58-






	
			
	106
	 
	2004 Genie Light Tower Model TML400

	107
	 
	2004 Genie Light Tower Model TML400

	108
	 
	2004 Genie Light Tower Model TML400

	109
	 
	Allmand Light Tower

	110
	 
	Allmand Light Tower

	111
	 
	Allmand Light Tower

	112
	 
	2007 Open Top Tank

	113
	 
	2007 Open Top Tank

	114
	 
	100 Gallon Trail FX Fuel Tank w/pump

	115
	 
	16'x10 1438 3-Phase Separator 750k BTU

	116
	 
	24'x10 1440 3-Phase Separator 1.5mm BTU

	117
	 
	Mid-Co 24'x10 1400 3-Phase Separator 1mm BTU

	118
	 
	Reconditioned Horizontal Separator w/Skid

	119
	 
	Honda 240cc Trash Pump w/hose & fittings

	120
	 
	Five Valve 2"x2" Manifold

	121
	 
	Val/Tex Grease Gun

	122
	 
	4-Allmand Heaters with ducting bands & clamps

	123
	 
	Honda 240cc Trash Pump w/hose & fittings

	124
	 
	Natco 2mm BTU Production Unit

	125
	 
	2x2 Five Valve Dual Adj Choke Manifold

	126
	 
	24' 7 5000 CE Nataco Vertical Sand Separator

	127
	 
	1 each 6000# Vessel and 1 each 9000# Vessel

	128
	 
	Five Valve 2"x2" Manifold

	129
	 
	I.R. Air Compressor & Hammer

	130
	 
	John Deere 270

	131
	 
	Allmand Light Tower

	132
	 
	11-Allmand Heater

	133
	 
	VRU Subassembly (5) 2x2 Plug Valves

	134
	 
	24' 7 5000 CE Nataco Vertical Sand Separator

	135
	 
	SB-34-18/18 Std Flame Arrestor for 2mm

	136
	 
	VRU Subassembly (2) Target Choke Tees

	137
	 
	VRU Subassembly (4) 1x2 Valves

	138
	 
	VRU Subassembly (4) 1x2 Valves

	139
	 
	36"x15' 1440 3-Phase Sand Separator

	140
	 
	9-Allmand Heaters

	141
	 
	VRU Subassembly Medium Pressure Compressor

	142
	 
	48x15 1440 National 3-Phase Sand Separator

	143
	 
	VRU Subassembly - Floring Piping/Fittings/

	144
	 
	VRU Subassembly - Choke Bonnets/Fittings/

	145
	 
	36"x10' 1986 3-Phase Sand Separator

	146
	 
	HG12228 Lerio Natural Gas Screw Compressor

	147
	 
	VRU Subassembly (Flow Pressure Measurement)

	148
	 
	Wacker Mobile Generator 38KW/50KVA Deere Tier

	149
	 
	Wacker Mobile Generator 38KW/50KVA Deere Tier

	150
	 
	36"x10' 1440 3-Phase Sand Separator

	151
	 
	Plug Catcher Manifold (3)







-59-






	
			
	152
	 
	VRU Subassembly - Flowline Piping

	153
	 
	6 - Allmand Heaters

	154
	 
	Fuel Cell - 92 Gallons w/Quick Connect

	155
	 
	2006 Chandler Frac Tank

	156
	 
	2006 Chandler Frac Tank

	157
	 
	2006 Troxel Frac Tank

	158
	 
	2006 Waterboy Frac Tank

	159
	 
	Water Filtration System

	160
	 
	VRU Subassembly (Flow Pressure Measurement)

	161
	 
	Power Washer & Trailer

	162
	 
	Texas Transco Frac Tank 2006 Chandler

	163
	 
	Texas Transco Frac Tank 2006 Troxel

	164
	 
	Texas Transco Frac Tank 2006 Troxel

	165
	 
	Texas Transco Frac Tank 2006 Troxel

	166
	 
	Texas Transco Frac Tank 2006 Troxel

	167
	 
	Texas Transco Frac Tank 2006 Troxel

	168
	 
	Texas Transco Frac Tank 2006 Troxel

	169
	 
	Texas Transco Frac Tank 2006 Troxel

	170
	 
	Texas Transco Frac Tank 2006 Troxel

	171
	 
	Texas Transco Frac Tank 2006 Troxel

	172
	 
	Texas Transco Frac Tank 2006 Troxel

	173
	 
	Texas Transco Frac Tank 2006 Troxel

	174
	 
	Texas Transco Frac Tank 2006 Troxel

	175
	 
	Texas Transco Frac Tank 2006 Waterboy

	176
	 
	Texas Transco Frac Tank 2006 Waterboy

	177
	 
	Five Valve 2"x2" Manifold

	178
	 
	VRU Subassembly (Five Valve 2x2 Manifold)

	179
	 
	VRU Subassembly (Five Valve 2x2 Manifold)

	180
	 
	Five Valve 2"x2" Manifold

	181
	 
	6 Used Sand Separators

	182
	 
	HGS17178 Lerio Natural Gas Screw Compressor

	183
	 
	Wacker Centrifugal Trash Pump

	184
	 
	Wacker Centrifugal Trash Pump

	185
	 
	Wacker Centrifugal Trash Pump

	186
	 
	Wacker Centrifugal Trash Pump

	187
	 
	Wacker Centrifugal Trash Pump

	188
	 
	Wacker Centrifugal Trash Pump

	189
	 
	Wacker Centrifugal Trash Pump

	190
	 
	Wacker Centrifugal Trash Pump

	191
	 
	Rocket 280 Pnuematic Grease Gun

	192
	 
	36" Low Volume Flare

	193
	 
	75 KW Generator

	194
	 
	36"x10' 1986 3-Phase Natco Sand Separator

	195
	 
	10 Up and Over Ramps for Field Services

	196
	 
	2 Alamo Light Towers

	197
	 
	Air Compressor 80 Gallon







-60-






	
			
	198
	 
	16"x5' 1.5mm 6000# Raw Separator

	199
	 
	1.5 mm Oncil Gas Unit

	200
	 
	Kenwind 5000# Sand Separator

	201
	 
	30" x 10' 1440 3-Phase Sand Separator

	202
	 
	Skid Unit w/2 Horizontal Separators

	203
	d
	Magna Max Generator on 28' O'Brien Trailer

	204
	 
	Maximator Pump 30K

	205
	 
	2"x2" 1502 Std Manifold w/Dual Check Valves

	206
	 
	2" Flame Arrestor & Accessories

	207
	 
	Wacker Centrifugal Trash Pump (2)

	208
	 
	4x4 Backhoe

	209
	 
	2005 I.R. 185 Air Compressor

	210
	 
	2006 I.R. 185 Air Compressor

	211
	 
	Wacker 20000 KW Light Tower

	212
	 
	Wacker 20000 KW Light Tower

	213
	 
	(3) Wacker 20000 KW Light Towers

	214
	 
	Wacker 20000 KW Light Tower

	215
	 
	Wacker 20000 KW Light Tower

	216
	 
	(2) Wacker LTN 6L Light Towers

	217
	 
	Wacker Centrifugal Trash Pump

	218
	 
	Wacker Centrifugal Trash Pump

	219
	 
	Wacker Centrifugal Trash Pump

	220
	 
	Wacker Centrifugal Trash Pump

	221
	 
	3 Phase Plug Catcher

	222
	 
	Sivals Production w/New Coils

	223
	 
	2-6'x18' Steel Cylinders

	224
	 
	2002 CAT TH83 Telehandler

	225
	 
	Pressure Washer w/Honda Engine

	226
	 
	2004 CAT TH460B 9000# Fork Lift

	227
	 
	VRU Sub-Assemblies (Knox Oilfield)

	228
	 
	2-3" Crossovers 5-3" Choke Stems 5-2" Choke S

	229
	 
	2" 1502 Flowline Various Lengths

	230
	 
	3" 1502 Flowline Various Lengths

	231
	 
	Interssol-Rand Air Compressor

	232
	 
	Natco Sand Separator 20"x7'6"x6000#

	233
	 
	Natco Sand Separator 24"x6'x7500 lb

	234
	 
	Frac Tank

	235
	 
	Frac Tank

	236
	 
	Altair Multi Gas Detector

	237
	 
	Wacker Centrifugal Trash Pump

	238
	 
	10 Air Actuators for 2x2 Plug Valves

	239
	 
	4-2" 1502 Crosses & 7 2" Trim Chokes

	240
	 
	3 Phase Separator AF Industries

	241
	 
	2006 Troxel Frac Tank

	242
	 
	2006 Chandler Frac Tank

	243
	 
	Pneumatic Grease Gun







-61-






	
			
	244
	 
	Wacker 20K Generator

	245
	 
	Wacker 20000 KW Light Tower

	246
	 
	2007 Caterpillar 287B Trck Skid Steer

	247
	 
	2 Frac Tanks

	248
	 
	Wacker Light Towers (4)

	249
	 
	2 Horizontal Lathes

	250
	 
	1 Sand Separator 18"x12' ASME

	251
	 
	3 Wacker Centrifugal Trash Pump

	252
	 
	3 Wacker Centrifugal Trash Pump

	253
	 
	30K Test Pump

	254
	 
	2 Air Compressors w/Air X-Changers

	255
	 
	6.5 CU FT Sandblaster w/Respirator System

	256
	 
	Sivalls Coalescent Filter Separator 20"x80"

	257
	 
	20"x7'6" Used Natco Separator

	258
	 
	16"x7'6" Used Sivalls Separator

	259
	 
	6 Wacker Centrifugal Trash Pumps

	260
	 
	Maxim III DOT Peen Marking System

	261
	 
	Maxim III DOT Peen Marking System

	262
	 
	6 Wacker Centrifugal Trash Pumps

	263
	 
	Electronic Flow Meter T/F 6213-x

	264
	 
	Electronic Flow Meter T/F 6213-x

	265
	 
	1440 3-Phase Separator 36" IDx10'

	266
	 
	1440 3-Phase Separator 36" IDx10'

	267
	 
	1440 3-Phase Separator 36" IDx10'

	268
	 
	1440 3-Phase Separator 36" IDx10'

	269
	 
	Wacker Centrifugal Trash Pump

	270
	 
	Wacker Centrifugal Trash Pump

	271
	 
	Honda 3" Trash Pump

	272
	 
	8 H2 2" FL SS T/C Choke Seats

	273
	 
	20K Chart Recorder

	274
	 
	30K Test Pump

	275
	 
	Production Unit Plumbing Components

	276
	 
	Allmand Light Tower Pro 2

	277
	 
	Rigid Brand Pipe Threader & Cutting Heads

	278
	 
	Air Compressor 185 CFM

	279
	 
	2005 Skytrak 10054

	280
	 
	Wacker Generator

	281
	 
	2013 Frac Tank

	282
	 
	2013 Frac Tank

	283
	 
	2013 Frac Tank

	284
	 
	2013 Frac Tank

	285
	 
	12 Thier Hatches installed on 4 Tanks

	286
	 
	Capitalized Labor Frac Tank Completion

	287
	 
	60' Flare mounted on gooseneck

	288
	 
	60' Flare mounted on gooseneck

	289
	 
	48" Skid-mounted Vacuum Tank System 840 Gallo







-62-






	
			
	290
	 
	2 Used 5K Sand Separators

	291
	 
	1 Used 6500 MAWP Line Heater w/750 BTU Burner

	292
	 
	60' Flare mounted on gooseneck

	293
	 
	60' Flare mounted on gooseneck

	294
	 
	Capital Repair telehandler boom extension

	295
	 
	Wacker Neuson Generator

	296
	 
	Sky Track 10054 Telescopic Forklift

	297
	 
	Q.S. 2000A-K Hydraulic Grease Gun

	298
	 
	4 Scanner 2000 w/Manifold & Ther Well Comm.

	299
	 
	Cameron Scanner 2000w/Manifold Cable

	300
	 
	Cameron Nuflo Scanner 2000

	301
	 
	2 Cameron Nuflo Scanners

	302
	 
	Lorimer Portable 15K Pressure Test System

	303
	 
	Pinnacle Mfg Frac Tank

	545
	 
	40 Foot Storage Container

	550
	d
	New Holland Skid Steer (old #591)

	553
	 
	Rigid 300 Complete Machine

	561
	 
	36x15x1440 H 3 ph sep

	562
	 
	36x15x1440 H 3 ph sep

	563
	 
	36x15x1420 H 3 ph sep

	 
	 
	 

	Group:  Pipe and Fittings

	 
	 
	 

	304
	 
	TSI Pipe & Fittings

	305
	 
	P&W Pipe and Fittings

	306
	 
	TSI Pipe & Fittings

	307
	 
	TSI Pipe & Fittings

	308
	 
	P&W Pipe and Fittings

	309
	 
	TSI Pipe & Fittings

	310
	 
	P&W Pipe and Fittings

	311
	 
	TSI Pipe & Fittings

	312
	 
	P&W Pipe and Fittings

	313
	 
	TSI Pipe & Fittings

	314
	 
	P&W Pipe and Fittings

	315
	 
	TSI Pipe & Fittings

	316
	 
	TSI Pipe & Fittings

	317
	 
	TSI Pipe & Fittings

	318
	 
	9.19" Spacer 2" MxF

	319
	 
	Crossover Assembly 3" 1502

	320
	 
	Manifold 3" 1502 w/5 3x3 Valves

	321
	 
	3" 1502 Flowline

	322
	 
	Plug Catcher Manifold 4" Configuration

	323
	 
	Plug Catcher Manifold 4" FIG

	324
	 
	2" 1502 x 10' Flowline

	325
	 
	2" 1502 Cushion EI's (20)







-63-






	
			
	326
	 
	SMI 2x2 Plug Valve

	327
	 
	1"x2" 1502 Plug Valve 15M STD

	328
	 
	P&W Pipe and Fittings

	329
	 
	1502 Adaptors/Choke Seats/Stems/Wrenches

	330
	 
	2x2 Bulldog Plug Valves (10)

	331
	 
	Flanges from Atlas Machine & Welding

	332
	 
	2" 1502 Cushion EI's (100)

	333
	 
	2x2 Bulldog Plug Valves (10)

	334
	 
	(2) 2"x2" 1502 Plug Valves

	335
	 
	40 1502 2" Cushion EIs/5 Crossovers/3 Flow Te

	336
	 
	2" 1502 Relief Valve Set @15000 PSI

	337
	 
	2" 1502 Relief Valve Set @15000 PSI

	338
	 
	3" 1502 Flowline Various Length and Fittings

	339
	 
	2" 1502 Flowline Various lengths & Fittings

	340
	 
	1"x2" 1502 Plug Valve

	341
	 
	Plug Catcher Manifold Integral 4" FIG

	342
	 
	Plug Catcher Manifold Integral 4" FIG

	343
	 
	2" 1502 Cushion EI's

	344
	 
	6-3"x2" 1502, 3-2"x2" 1502 & 4'1x2 1502 Plug

	345
	 
	2 9/16" x 2" Male Flange

	346
	 
	1502 Crossover Assemblies 2" and 2" Spacers

	347
	 
	5-Plug Valves 2x2 LT 1502 FM Std 15K

	348
	 
	SMI 2" 1502 Duel Choke Manifold - Components

	349
	 
	2x2 1502 Plug Valve w/2 Choke Valves

	350
	 
	Plug Catcher Manifold Integral 4" FIG

	351
	 
	4 2x2 Bulldog Plug Valves

	352
	 
	5 Choke Tees/8 Choke Bonnets/5 ACLV Crosses

	353
	 
	2x2 Plug Valves TSI Invoice

	354
	 
	25 2x2 Plug Valves

	355
	 
	Plug Catcher Manifold Integral 4" FIG

	356
	 
	34 2x2 Plug Valves SVP

	357
	 
	3" 1502 Flowline various lengths with fitting

	358
	 
	2" 1502 Flowline Various lengths & Fittings

	359
	 
	10 2" Inline Barrel Counters and 4 2" Inline

	360
	 
	30K Test Pump

	361
	 
	30 3" 1502 MxF 90 Elbows

	362
	 
	30 3" 1502 MxF 90 Elbows

	363
	 
	4 2" 1502 STD 15M Choke Tees

	364
	 
	30K Test Pump

	365
	 
	5 3"x3" 1502 STD 15M Valves

	366
	 
	13 2x2 Plug Valves

	367
	 
	2 Adjustable Chokes

	368
	 
	1 1502 FMMM Cross w/ 9/16" AC

	369
	 
	36 2x2 Bulldog Plug Valves

	370
	 
	Kimray 4K Fail Close Dump Valve

	371
	 
	15 2" 1502 2x2 Plug Valves







-64-






	
			
	372
	 
	2 2x2 Air Actuated Plu Valves

	373
	 
	2 Male Adapting Flanges

	374
	 
	15 2x2 Bulldog Plug Valves

	375
	 
	20 2" 1502 MxFx2o NPST Flowline

	376
	 
	2 2x2 1502 FM Std Valves

	377
	 
	2" Kimram Motor Valve EFG

	378
	 
	2" Threaded Back Pressure Valve

	379
	 
	4" 600RF Balon NACE FP Ball Valve

	380
	 
	2 2" 1502 FM R/V Sets #'s L-458-4 and -7

	381
	 
	Electronic Flow Meter T/F 6213-x Package

	382
	 
	4-Kimray 4K Fail Close Dump Valves

	383
	 
	Electronic Flow Meter T/F 6213

	384
	 
	Electronic Flow Meter T/F 6213

	385
	 
	Electronic Flow Meter T/F 6213

	386
	 
	(6) 2"x2" 1502 Plug Valves

	387
	 
	2 2x2 Air Actuated Plug Valves

	388
	 
	1 2" Kimray 2150 SMT Setup with Motor Valve

	389
	 
	8 Flame Arrestors

	390
	 
	2" FMT 600RF Back Pressure Fail Closed Regula

	391
	 
	2 1502 Std. Choke Tees 5"

	392
	 
	30-Plug Valves 2" 2x2 VA0006

	393
	 
	40-Chokes 2" 1502 Body Only

	394
	 
	MX3 UT Tester

	395
	 
	(7) HIgh Pressure Kills Systems

	396
	 
	2 2" Kimray Piston Balanced Motor Valves

	397
	 
	2 2" Kimray PB-Setups

	398
	 
	2 3" LP Adjustable Chokes

	399
	 
	Scanner 2000 Camera w/Hardware

	400
	 
	4 2" Kimray Piston Balanced Motor Valves

	401
	 
	2x2 Air Actuated Plug Valve

	402
	 
	3 Electronic Flow Meters w/Solor Panels

	403
	 
	1 RSH A 3000 Hydraulic Assist for 3 Valve Con

	404
	 
	1 RSH A 4000 Hydraulic Assist for 3 Valve Con

	405
	 
	3 T/C Choke Bean Sets EVEN Numbers

	406
	 
	2 3" 1502 Hydraulic Choke Assy's MxF

	407
	 
	3 2x2 1502 Std 15M Air Actuated Valves

	408
	 
	2 EFT-2150 SMT PB 2" IV Motor Valves

	409
	 
	10 2x2 Bulldog Plug Valves

	410
	 
	6 CAC 4" Flame Arrestors

	411
	 
	2 2x2 Air Actuated Plu Valves

	412
	 
	6 2 7/8" Screens

	413
	 
	Tee Assembly 4" FIG 1002 w/Plug Catcher

	414
	 
	2 3x3 1502 STD 15M Valve w/Hydraulic Control

	415
	 
	2 3x3 1502 STD 15M Valve w/Hydraulic Control

	416
	 
	2 3x3 1502 STD 15M Valve w/Hydraulic Control

	417
	 
	4-4" Tee Assemblies 4" FIG 1002 Female x 3"







-65-






	
			
	418
	 
	1983 30" x 10' 1440 Gas Unit Smith Industries

	419
	 
	2" x 2" Air Actuated Plug Valve

	420
	 
	Capitalized Maintenance Hydraulic Choke

	421
	 
	6 Plug Valve ESD Systems

	422
	 
	14 2" 1502 MFF Tees

	423
	 
	VRU Plumbing Components

	424
	 
	Manifold Pipe Fittings

	425
	 
	4 1x2 Plug Valves, 6 2x2 Plug Valves

	426
	 
	10M UB Htr LH I/O with 3/4 Bore Stainless Cho

	427
	 
	1.5MM Line Heater Hanover 2000 15000 PSI

	428
	 
	1.5MM Line Heater Hanover 2004 15000 PSI

	429
	 
	1.5MM Line Heater Allen 1990 10000 PSI

	430
	 
	1.5MM Line Heater United Process 10000 PSI

	431
	 
	30 2" Plug Valves w/various 2" 1502 Flow Pipe

	432
	 
	NUFLO Meter and Iron to Reconfigure Prod. Uni

	433
	 
	12-2"x2" 1502 Plug Valves

	434
	 
	8-3x3 1502 Plug Valves w/gear

	435
	 
	20 pcs 3"x10' 1502 Flowline

	436
	 
	5 Valve 2x2 Manifold w/Skid & Iron

	437
	 
	2-4" 1002 to 3" 1502 Plug Catcher Crossover

	438
	 
	Hydraulic Assist Unit for 4 Valve and 3" Chok

	439
	 
	7 1/16 10K x 2" NPT Flange

	440
	 
	2 2" 1502 Std Adj Choke Assemblies

	441
	 
	1 Scanner 2000 meter

	442
	 
	Cap. Components & Labor 1.55MM Line Heater

	443
	 
	3" pups, tees, gear op valves, 2" pups, tees

	444
	 
	2 scanner 2000 meters

	445
	 
	10 2x2 1502 Std Plug Valves

	446
	 
	15 3" 1502 NPST 15M x 10' Flowline

	447
	 
	29 3" x 10' NPST Flowline 15M

	448
	 
	8 Manual 3x3 Plug Valves 15M STD

	449
	 
	2 New 3" Plug Catcher Manifolds

	450
	 
	15-New 2x2 1502 Plug Valves 15M STD

	451
	 
	5-New 2" 1502 MFF TEEs 15M

	452
	 
	2" Plug Valve w/Actuator

	453
	 
	2" Stainless Steel H-2 Choke Sets

	454
	 
	2-4"x6" 1002 NPST Pup Joints

	455
	 
	4" 1002 NPST Pup Joints

	456
	 
	4" 1002 TEE FxFxM

	457
	 
	4" 1002 SPM Gear OP Plug Valve

	458
	 
	4 1502 Adjustable Chokes w/1" Trim

	459
	 
	4" 1002 SPM Gear OP Plug Valve

	460
	 
	4" 1002 SPM Gear OP Plug Valve

	461
	 
	4" 1002 SPM Gear OP Plug Valve

	462
	 
	4" 1002 SPM Gear OP Plug Valve

	463
	 
	4" 1002 Integral Plug Valve MxF







-66-






	
			
	464
	 
	4" 1002 Integral Plug Valve MxF

	465
	 
	4" 1002 Integral Plug Valve MxF

	466
	 
	4" 1002 Integral Plug Valve MxF

	467
	 
	4" x 6" 1002 Flow NPST Iron to Complete Catch

	468
	 
	2 2" 1502 Plug Valves with Actuator MSS

	469
	 
	1-9 Plug Valve Manifold w/2 Adjustable Chokes

	470
	 
	10 2x2 1502 Plug Valves 15M STD

	471
	 
	3" 1502 STD 15M Choke Tee

	472
	 
	3 New 3x3 Gear Operated Plug Valves

	473
	 
	2-2" 1502 Tees (FFM)/2-2" 1502 Adj Choke Assy

	474
	 
	Five 2"x5' NPST Pup Joints

	475
	 
	160 2"x10' NPST Pup Joints

	476
	 
	Ten 2x2 1502 Plug Valves

	477
	 
	Four 2" 1502 TEE FxFxM

	478
	 
	Forty Five 2" Short Elbows MxF

	479
	 
	3" 1502 Gear Operated Plug Valve w/3"x14" MxF

	480
	 
	3 2" H-2 SS/TC Valve Sets

	481
	 
	1502 10K Sour Service Plug Valve

	482
	 
	2-3" Cactuc Ltr Kits

	483
	 
	2-2" 1502 Bonnet Assemblies w w/4" Orfice

	484
	 
	2-1502 2" Relief Valves w/Spacers

	485
	 
	5-2x2 1502 Plug Valves

	486
	 
	23 1502 2" MSI Choke Bonnet Assy & 23 1502 2"

	487
	 
	6 2x2 1502 Plug Valves and 1 Blank Plug Assy

	488
	 
	2x2 Plug Valve Manifold

	489
	 
	Flow Iron & Fittings

	490
	 
	19 2x2 1502 Plug Valves

	491
	 
	4" 1002 M 3" 1502 Wing

	492
	 
	15 2x2 Plug Valves

	493
	 
	2" Max Orfice H-2 SS/TC Seat

	494
	 
	16 2x2 Plug Valves & 1 1x2 Plug Valve

	495
	 
	20 2x2 Plug Valves and 2 5 Valve 2x2 Manifold

	496
	 
	Various Lengths of 2'FLowline/2" Manifolds

	497
	 
	20-1502 15M 3" MxF 90's and 25-3"x10 15M Std

	498
	 
	1 Female Flange Adapter 3 1/16" 10Mx2"

	499
	 
	2 2" 1502 FMMM Cross w/9-16" AC and 1 2" 1502

	500
	 
	14 2x2 Plug Valves 15M Std

	501
	 
	15 Sticks 2"x20' Flowline, 60 2" elbows, etc

	502
	 
	2" MCII Barrel Counter System

	503
	 
	2" MCII Barrel Counter System

	504
	 
	2" MCII Barrel Counter System

	505
	 
	2" MCII Barrel Counter System

	506
	 
	2" MCII Barrel Counter System

	507
	 
	2" MCII Barrel Counter System

	508
	 
	RS-HA-4000 Hyadaulic Assist Unit for 4 Valve

	509
	 
	COR-TEC 3" Hydraulic Choke Assy 2" Max 1502







-67-






	
			
	546
	 
	20 2x2 1502 Std 15M Valves

	547
	 
	2-2x2 actuated plug valves & 1 10M Flange

	548
	 
	1x2 1502 Std 15M Valve

	549
	 
	3" Dual Plug Catcher 1502 Gear

	557
	 
	2" Cameron Barrel Counter

	558
	 
	Valve 3"x3" 1502 Std 15M

	559
	 
	2" Cameron Barrel Counter

	560
	 
	Tee 3" choke NPT 3K

	565
	 
	2" Cameron Barrel Counter

	566
	 
	Nuflo Scanner 2000

	567
	 
	Plug Valve 2x2 1502 5K STD

	568
	 
	Manifold 5 Plug Valve 2x2

	569
	 
	Plug Valve ESD

	570
	 
	Nuflo Scanner 2000

	574
	 
	Valve 33 1502 STD 15M

	575
	 
	Plug Valve 1"x2" 1502 15K Std

	 
	 
	 

	 
	 
	 

	Group:  Trailers

	 
	 
	 

	3
	 
	Travel Trailer

	4
	 
	2008 Trailmaster

	5
	 
	16 Ft. Utility Trailer

	6
	 
	83" x 20' Monorail Trailer

	7
	 
	Used 1996 Cress Country 16'

	8
	 
	1992 Strick Trailer

	9
	 
	1984 Frueha Trailer

	10
	 
	16' Locke 10000# Sub-Rail

	11
	 
	2007 Sure Pull Trailer

	12
	 
	14' Cargo Trailer

	13
	 
	2010 TC Trecker Utility Trailer

	14
	 
	Wells Cargo Trailer

	15
	 
	28' 3-axle Gooseneck Trailmaster

	16
	 
	28' 3-axle Gooseneck

	17
	 
	28' 3-axle Gooseneck

	18
	 
	28' 3-axle Trailmaster

	19
	 
	28' 3-axle Gooseneck

	20
	 
	28' 3-axle Gooseneck

	21
	 
	Thompson Trailer

	22
	 
	28' 3-axle Gooseneck

	23
	 
	28' 3-axle Gooseneck

	24
	 
	28' 3-axle Gooseneck

	25
	 
	28' 3-axle Gooseneck

	26
	 
	18' Gooseneck Monorail

	27
	 
	30' MBH 3-Axle Gooseneck







-68-






	
			
	28
	 
	28' 3-axle Gooseneck

	29
	 
	28' 3-axle Gooseneck

	30
	 
	28' 3-axle Gooseneck

	31
	 
	Homemade Shop Trailer

	32
	 
	16' Dump Trailer

	33
	 
	18' Gooseneck Monorail

	34
	 
	28' 3-axle Gooseneck

	35
	 
	28' 3-axle Gooseneck

	36
	 
	18' Gooseneck Monorail

	37
	 
	18' Gooseneck Monorail

	38
	 
	Pipe Trailer

	39
	 
	Oilfield Float Single Drop Deck 3-Axle

	40
	 
	16' Gooseneck Trailer

	41
	 
	20' Gooseneck Trailer

	42
	 
	16' Enclosed Trailer

	43
	 
	Buck Dandy Car Hauler

	44
	 
	16' Gooseneck Trailer

	45
	 
	2012 Tandem Axle Equipment Trailer

	46
	 
	14' Trailer w/Deck

	47
	 
	2005 Flatbed Trailer

	48
	 
	1970 LowBoy Trailer

	49
	 
	1985 Trail EZE TRailer

	50
	 
	Capital Repair 1985 Trail EZE

	51
	 
	2012 28' Lowboy 3-Axle Trailer

	52
	 
	2012 28' Lowboy 3-Axle Trailer

	53
	 
	2012 Menard Water Filtration Trailer

	54
	 
	2012 Menard Water Filtration Trailer

	55
	 
	1977 Birman Lowboy Trailer

	56
	 
	1998 Holiday Rambler Repairs to Slideout

	57
	 
	2012 Look Enclosed Trailer

	58
	 
	Tandem Axle Gooseneck Monorail Trailer

	59
	 
	1999 Fontaine Drop Deck Trailer

	60
	 
	Big Tex 20' Gooseneck Rig Up

	61
	 
	2008 Lonestar 20' Trailer

	62
	 
	2003 Big Tex 20' Gooseneck Rig Up

	100
	 
	20' Locke Deck over Trailer

	554
	 
	28' Triple Axle #9562

	555
	 
	28' Trile Axle Gooseneck #9563

	556
	 
	28" Triple Axle Gooseneck #9564

	 
	 
	 

	 
	 
	 

	Group:  Transportation Equipment

	 
	 
	 

	510
	 
	2009 K3500 Chevrolet

	512
	 
	2006 Chevrolet SK 3 Truck







-69-






	
			
	514
	 
	1989 Peterbuilt

	515
	 
	2002 Freightliner w/Western Sideboom

	516
	 
	2011 1 Ton Flatbed Chevrolet

	517
	 
	1995 Chevrolet 8500 Dump Truck

	518
	 
	2011 GMC Sierra

	519
	 
	2006 Chevrolet Truck

	520
	 
	2011 GMC Sierra

	521
	 
	2011 Chevrolet Silverado

	522
	 
	2011 GMC Sierra

	524
	 
	2000 Mack Winch Truck

	525
	 
	2012 Chevrolet Silverado

	526
	 
	2012 Chevrolet Silverado

	527
	d
	1998 International 470 Truck

	528
	 
	2012 Chevrolet Silverado

	529
	 
	Capital Repairs to 2000 Mack

	530
	 
	2013 Chevrolet CruCab Winch Truck

	531
	 
	2013 Chevy Pickup

	532
	 
	2014 GMC Sierra

	533
	 
	2014 GMC Sierra

	534
	 
	2014 GMC Sierra

	544
	 
	2014 Sierra 1500

	551
	d
	1997 Kenworth (old #523)

	564
	 
	2014 GMC Sierra 1500

	 
	 
	 













-70-






SCHEDULE 4.13
to First Amended and Restated Loan and Security Agreement


Outstanding Indebtedness





-71-