EX-10.1




 Exhibit 10.1 

Execution Version 
  

 
 SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT 
 dated as of
July 14, 2020 
 Among 

HI-CRUSH INC. 

as Borrower, 
 JPMORGAN
CHASE BANK, N.A., 
 as Administrative Agent and an Issuing Lender, 

ZIONS BANCORPORATION, N.A. DBA AMEGY BANK, 

as an Issuing Lender 

and 
 THE LENDERS NAMED
HEREIN, 
 as Lenders 

$25,000,000 
  

 
 JPMORGAN CHASE BANK, N.A.,

 ZIONS BANCORPORATION, N.A. DBA AMEGY BANK, 

as Joint Lead Arrangers and Joint Bookrunners 











 TABLE OF CONTENTS 

 

							
	 	  	Page	 
	 ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS
	  	 	2	 
			
	 Section 1.1.
	 	Certain Defined Terms	  	 	2	 
	 Section 1.2.
	 	Computation of Time Periods	  	 	33	 
	 Section 1.3.
	 	Accounting Terms; Changes in GAAP	  	 	33	 
	 Section 1.4.
	 	Types of Loans	  	 	33	 
	 Section 1.5.
	 	Miscellaneous	  	 	34	 
	 Section 1.6.
	 	Divisions	  	 	34	 
		
	 ARTICLE 2 CREDIT FACILITIES
	  	 	34	 
			
	 Section 2.1.
	 	Commitments	  	 	34	 
	 Section 2.2.
	 	Letters of Credit	  	 	35	 
	 Section 2.3.
	 	Loans	  	 	42	 
	 Section 2.4.
	 	Prepayments	  	 	45	 
	 Section 2.5.
	 	Repayment of Loans; Evidence of Debt	  	 	46	 
	 Section 2.6.
	 	Fees	  	 	47	 
	 Section 2.7.
	 	Interest	  	 	48	 
	 Section 2.8.
	 	Illegality	  	 	48	 
	 Section 2.9.
	 	Breakage Costs	  	 	48	 
	 Section 2.10.
	 	Increased Costs	  	 	49	 
	 Section 2.11.
	 	Payments and Computations	  	 	50	 
	 Section 2.12.
	 	Taxes	  	 	52	 
	 Section 2.13.
	 	Replacement of Lenders	  	 	56	 
	 Section 2.14.
	 	Defaulting Lenders	  	 	56	 
	 Section 2.15.
	 	[Reserved]	  	 	58	 
	 Section 2.16.
	 	Alternate Rate of Interest	  	 	58	 
	 Section 2.17.
	 	Cash Dominion	  	 	59	 
	 Section 2.18.
	 	Priority and Liens	  	 	59	 
	 Section 2.19.
	 	No Discharge; Survival of Claims	  	 	59	 
	 Section 2.20.
	 	Conversion to Exit Facility Agreement	  	 	60	 
		
	 ARTICLE 3 CONDITIONS OF LENDING
	  	 	60	 
			
	 Section 3.1.
	 	Conditions Precedent to Effectiveness	  	 	60	 
	 Section 3.2.
	 	Conditions Precedent to Each Revolving Borrowing and to Each Issuance. Extension or Renewal of a Letter of Credit	  	 	63	 
	 Section 3.3.
	 	Determinations Under Sections 3.1 and 3.2	  	 	64	 
		
	 ARTICLE 4 REPRESENTATIONS AND WARRANTIES
	  	 	65	 
			
	 Section 4.1.
	 	Organization	  	 	65	 
	 Section 4.2.
	 	Authorization	  	 	65	 
	 Section 4.3.
	 	Enforceability	  	 	65	 













							
	 Section 4.4.
	 	Financial Condition	  	 	65	 
	 Section 4.5.
	 	Ownership and Liens; Real Property	  	 	66	 
	 Section 4.6.
	 	True and Complete Disclosure	  	 	66	 
	 Section 4.7.
	 	Litigation	  	 	66	 
	 Section 4.8.
	 	[Reserved]	  	 	66	 
	 Section 4.9.
	 	Pension Plans	  	 	66	 
	 Section 4.10.
	 	Environmental Condition	  	 	67	 
	 Section 4.11.
	 	Subsidiaries	  	 	67	 
	 Section 4.12.
	 	Investment Company Act	  	 	67	 
	 Section 4.13.
	 	Taxes	  	 	68	 
	 Section 4.14.
	 	Permits. Licenses. etc.	  	 	68	 
	 Section 4.15.
	 	Use of Proceeds	  	 	68	 
	 Section 4.16.
	 	Condition of Property; Casualties	  	 	68	 
	 Section 4.17.
	 	Insurance	  	 	68	 
	 Section 4.18.
	 	[Reserved]	  	 	69	 
	 Section 4.19.
	 	Sanctions; Anti-Terrorism; Patriot Act; Anti-Corruption Laws	  	 	69	 
	 Section 4.20.
	 	[Reserved]	  	 	69	 
	 Section 4.21.
	 	EEA Financial Institutions	  	 	69	 
	 Section 4.22.
	 	Borrowing Base Certificate	  	 	69	 
		
	 ARTICLE 5 AFFIRMATIVE COVENANTS
	  	 	69	 
			
	 Section 5.1.
	 	Organization	  	 	70	 
	 Section 5.2.
	 	Reporting	  	 	70	 
	 Section 5.3.
	 	Insurance	  	 	75	 
	 Section 5.4.
	 	Compliance with Laws	  	 	76	 
	 Section 5.5.
	 	Taxes	  	 	76	 
	 Section 5.6.
	 	[Reserved]	  	 	77	 
	 Section 5.7.
	 	Security	  	 	77	 
	 Section 5.8.
	 	Deposit Accounts	  	 	77	 
	 Section 5.9.
	 	Records; Inspection	  	 	77	 
	 Section 5.10.
	 	Maintenance of Property	  	 	77	 
	 Section 5.11.
	 	Royalty Agreements	  	 	78	 
	 Section 5.12.
	 	Field Examinations	  	 	78	 
	 Section 5.13.
	 	[Reserved]	  	 	78	 
	 Section 5.14.
	 	Further Assurances	  	 	78	 
	 Section 5.15.
	 	Compliance with Anti-Corruption Laws and Sanctions	  	 	79	 
	 Section 5.16.
	 	Accuracy of Information	  	 	79	 
	 Section 5.17.
	 	Casualty and Condemnations	  	 	79	 
	 Section 5.18.
	 	Payment of Obligations	  	 	79	 
	 Section 5.19.
	 	Beneficial Ownership Certificate	  	 	79	 
	 Section 5.20.
	 	Use of Proceeds	  	 	79	 
		
	 ARTICLE 6 NEGATIVE COVENANTS
	  	 	80	 
			
	 Section 6.1.
	 	Debt	  	 	80	 
	 Section 6.2.
	 	Liens	  	 	81	 


  
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	 Section 6.3.
	 	Investments	  	 	82	 
	 Section 6.4.
	 	Acquisitions	  	 	83	 
	 Section 6.5.
	 	Agreements Restricting Liens	  	 	83	 
	 Section 6.6.
	 	Use of Proceeds	  	 	83	 
	 Section 6.7.
	 	Corporate Actions; Accounting Changes	  	 	84	 
	 Section 6.8.
	 	Sale of Assets	  	 	84	 
	 Section 6.9.
	 	Restricted Payments	  	 	84	 
	 Section 6.10.
	 	Affiliate Transactions	  	 	84	 
	 Section 6.11.
	 	Line of Business	  	 	84	 
	 Section 6.12.
	 	Hazardous Materials	  	 	85	 
	 Section 6.13.
	 	Compliance with ERISA	  	 	85	 
	 Section 6.14.
	 	Sale and Leaseback Transactions	  	 	85	 
	 Section 6.15.
	 	Limitation on Hedging	  	 	86	 
	 Section 6.16.
	 	Minimum Liquidity	  	 	86	 
	 Section 6.17.
	 	Landlord Agreements	  	 	86	 
	 Section 6.18.
	 	Operating Leases	  	 	86	 
	 Section 6.19.
	 	Amendment of Material Contracts	  	 	87	 
	 Section 6.20.
	 	Budget Variance	  	 	87	 
	 Section 6.21.
	 	Capital Expenditures	  	 	87	 
	 Section 6.22.
	 	Key Employee Plans	  	 	87	 
	 Section 6.23.
	 	Superpriority Claims	  	 	87	 
	 Section 6.24.
	 	Repayment of DIP Term Loan Credit Agreement	  	 	87	 
		
	 ARTICLE 7 DEFAULT AND REMEDIES
	  	 	87	 
			
	 Section 7.1.
	 	Events of Default	  	 	87	 
	 Section 7.2.
	 	Optional Acceleration of Maturity	  	 	92	 
	 Section 7.3.
	 	Set-off	  	 	92	 
	 Section 7.4.
	 	Remedies Cumulative. No Waiver	  	 	93	 
	 Section 7.5.
	 	Application of Payments	  	 	93	 
		
	 ARTICLE 8 THE ADMINISTRATIVE AGENT
	  	 	94	 
			
	 Section 8.1.
	 	Appointment, Powers and Immunities	  	 	94	 
	 Section 8.2.
	 	Reliance by Administrative Agent	  	 	95	 
	 Section 8.3.
	 	Defaults	  	 	95	 
	 Section 8.4.
	 	Rights as Lender	  	 	95	 
	 Section 8.5.
	 	Indemnification	  	 	95	 
	 Section 8.6.
	 	Non-Reliance on Administrative Agent, Lead Arranger and Other Lenders	  	 	96	 
	 Section 8.7.
	 	Resignation of Administrative Agent and Issuing Lenders	  	 	97	 
	 Section 8.8.
	 	Collateral Matters	  	 	98	 
	 Section 8.9.
	 	No Other Duties, etc.	  	 	99	 
	 Section 8.10.
	 	Flood Laws	  	 	99	 
	 Section 8.11.
	 	Credit Bidding	  	 	99	 
	 Section 8.12.
	 	Not Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties	  	 	100	 
	 Section 8.13.
	 	Certain ERISA Matters	  	 	100	 


  
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	 ARTICLE 9 MISCELLANEOUS
	  	 	102	 
			
	 Section 9.1.
	 	Costs and Expenses	  	 	102	 
	 Section 9.2.
	 	Indemnification; Waiver of Damages	  	 	103	 
	 Section 9.3.
	 	Waivers and Amendments	  	 	104	 
	 Section 9.4.
	 	Severability	  	 	105	 
	 Section 9.5.
	 	Survival of Representations and Obligations	  	 	105	 
	 Section 9.6.
	 	Binding Effect	  	 	105	 
	 Section 9.7.
	 	Lender Assignments and Participations	  	 	105	 
	 Section 9.8.
	 	Confidentiality	  	 	107	 
	 Section 9.9.
	 	Notices. Etc.	  	 	108	 
	 Section 9.10.
	 	Usury Not Intended	  	 	108	 
	 Section 9.11.
	 	Usury Recapture	  	 	109	 
	 Section 9.12.
	 	Governing Law; Service of Process	  	 	109	 
	 Section 9.13.
	 	Submission to Jurisdiction	  	 	109	 
	 Section 9.14.
	 	Execution in Counterparts; Electronic Execution	  	 	110	 
	 Section 9.15.
	 	WAIVER OF JURY TRIAL	  	 	110	 
	 Section 9.16.
	 	[Reserved]	  	 	111	 
	 Section 9.17.
	 	USA Patriot Act	  	 	111	 
	 Section 9.18.
	 	No Fiduciary or Agency Relationship	  	 	111	 
	 Section 9.19.
	 	Keepwell	  	 	112	 
	 Section 9.20.
	 	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	  	 	112	 
	 Section 9.21.
	 	Integration	  	 	112	 
	 Section 9.22.
	 	Several Obligations; Nonreliance; Violation of Law	  	 	113	 
	 Section 9.23.
	 	Disclosure	  	 	113	 
	 Section 9.24.
	 	Appointment for Perfection	  	 	113	 
	 Section 9.25.
	 	Acknowledgement Regarding an Supported QFCs	  	 	113	 


  
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 EXHIBITS: 
  

			
	Exhibit A	  	Restructuring Term Sheet
	Exhibit B	  	Form of Assignment and Acceptance
	Exhibit C	  	Form of Borrowing Base Certificate
	Exhibit D	  	Form of Compliance Certificate
	Exhibit E	  	[Reserved]
	Exhibit F	  	Exit Facility Term Sheet
	Exhibit G	  	Form of Guaranty
	Exhibit H	  	Interim Order
	Exhibit I	  	Form of Notice of Borrowing
	Exhibit J	  	Form of Notice of Continuation/Conversion
	Exhibit K	  	Form of Revolving Note
	Exhibit L	  	Form of Security Agreement
	Exhibit M-1	  	U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit M-2	  	U.S. Tax Certificate (For Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit M-3	  	U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit M-4	  	U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes)

 SCHEDULES: 
  

			
	Schedule 1.1	  	Commitments
	Schedule 1.1(a)  	  	Existing Letters of Credit
	Schedule 1.1(b)	  	Milestones
	Schedule 2.20	  	Exit Conversion Conditions
	Schedule 4.1	  	Credit Parties
	Schedule 4.5	  	Real Property
	Schedule 4.7	  	Litigation
	Schedule 4.10	  	Environmental Matters
	Schedule 4.11	  	Subsidiaries
	Schedule 6.1	  	Existing Debt
	Schedule 6.2	  	Existing Liens
	Schedule 6.3	  	Existing Investments
	Schedule 9.9	  	Notices

  

  
 vi 












 CREDIT AGREEMENT 

This SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT
dated as of July 14, 2020 (the “Agreement”) is among Hi-Crush Inc., a Delaware corporation (the “Borrower”), which is a debtor and debtor-in-possession in a Chapter 11 Case (as defined below), the Lenders (as defined below) and other parties from time to time party hereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (as
defined below) for the Lenders and as an Issuing Lender (as defined below), and each other Issuing Lender (as defined below). 
 RECITALS

 A. Reference is made to that certain (a) Credit Agreement, dated as of August 1, 2018 (as amended, supplemented, restated
or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), among the Borrower, the lenders and other parties from time to time party thereto (the “Existing Lenders”) and JPMorgan, as
administrative agent (in such capacity, the “Existing Administrative Agent”) and (b) Restructuring Support Agreement, dated as of July 12, 2020, among the Borrower, certain subsidiaries of the Borrower and the Consenting
Noteholders (as defined therein) (as amended, supplemented or otherwise modified in a manner reasonably satisfactory to the Required Lenders, the “RSA”). 

B. Pursuant to the RSA, the Borrower and the other parties thereto have agreed to a restructuring of the Borrower and its Subsidiaries pursuant
to the Approved Plan (as defined below). 
 C. In furtherance of the Approved Plan and the provisions of the RSA, on July 12, 2020 (the
“Petition Date”), the Credit Parties filed voluntary petitions to commence cases (the “Chapter 11 Cases”) under title 11 of the United States Code (the “Bankruptcy Code”) in the United States
Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) and continued in the possession of their assets and in the management of their businesses pursuant to Sections 1107 and 1108 of the Bankruptcy Code. 

D. In connection with the Chapter 11 Cases and the Approved Plan, the Borrower has requested that (x) the Lenders provide a senior secured
debtor-in-possession asset-based revolving credit facility (the “DIP Facility”) which would, upon the satisfaction of certain conditions, convert into a
senior secured exit asset-based credit facility (the “Exit Facility” and, together with the DIP Facility, the “Facilities”), in each case in an aggregate principal amount not to exceed $25,000,000 and
(y) certain other lenders provide a senior secured debtor-in-possession term loan credit facility in an aggregate principal amount not to exceed $40,000,000 (the
“DIP Term Loan Facility”). 
 E. The Lenders have agreed to provide the Facilities upon the terms and conditions set forth
herein, including without limitation, (a) in the case of the DIP Facility, so long as all outstanding loans and letters of credit under the Existing Credit Agreement are refunded, refinanced and replaced in whole with Loans and Letters of
Credit under this Agreement and (b) in the case of the Exit Facility and the consummation of the Approved Plan, so long as all outstanding Loans and Letters of Credit under this Agreement are, pursuant to Section 2.20,
refunded, refinanced and replaced in whole with Loans and Letters of Credit under, and as defined in, the Exit Facility Agreement. 
 F. To
provide guarantees for the repayment of the Loans, the reimbursement of any draft drawn under the Letters of Credit and the payment of the other Secured Obligations of the Borrower hereunder and under the other Credit Documents, the Credit Parties
are providing to the Administrative Agent and the Lenders, pursuant to this Agreement, the other Credit Documents and the DIP Order, a guarantee from each of the Guarantors of the due and punctual payment and performance of the Secured Obligations
of the Borrower hereunder; 











 G. To provide security for the repayment of the Loans, the reimbursement of any draft drawn
under the Letters of Credit and the payment of the other Secured Obligations of the Borrower hereunder and under the other Credit Documents, the Credit Parties are providing to the Administrative Agent and the Lenders, pursuant to this Agreement,
the other Credit Documents and the DIP Order, (i) the Liens granted hereby and thereby, having the priorities set forth in the DIP Order and the Intercreditor Agreement and (ii) the Superpriority Claims in respect of the Secured
Obligations of the Loan Parties. 
 H. All of the claims and the Liens granted hereunder and pursuant to the DIP Order in the Chapter 11
Cases to the Administrative Agent, the Lenders and the other Secured Parties shall be subject to the Carve-Out, but in each case only to the extent provided in the DIP Order. 

I. Pursuant to the terms of the DIP Order the Liens securing the Secured Obligations shall be valid and perfected Liens. 

J. In consideration of the mutual covenants and agreements herein contained and of the loans, extensions of credit and commitments hereinafter
referred to, the parties hereto agree as follows: 
 ARTICLE 1 

DEFINITIONS AND ACCOUNTING TERMS 

Section 1.1. Certain Defined Terms. The following terms shall have the following meanings (unless otherwise indicated, such
meanings to be equally applicable to both the singular and plural forms of the terms defined): 

“13-Week Forecast” has the meaning set forth in
Section 5.2(f). 
 “ABL Priority Collateral” means the “ABL Priority Collateral” (as
defined in the Intercreditor Agreement). 
 “ABR”, when used in reference to any Loan or Revolving Borrowing, refers to
whether such Loan, or the Loans comprising such Revolving Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate. 

“ABR Loan” means a Loan which bears interest based upon the Alternate Base Rate. 

“Acceptable Security Interest” means a security interest which (a) exists in favor of the Administrative Agent for its
benefit and the ratable benefit of the Secured Parties, (b) is superior to all other security interests (other than the Permitted Liens to the extent such Permitted Liens are made superior to such security interest by (i) the DIP Order,
(ii) the Intercreditor Agreement or (iii) automatically by operation of law and without the consent of the Administrative Agent or the Lenders), (c) secures the Secured Obligations, (d) is enforceable against the Credit Party which
created such security interest and (e) is perfected to the extent required by any Credit Document. 
 “Account” has
the meaning set forth in the Security Agreement. 

  
 2 












 “Account Control Agreement” means an account control agreement (or similar
agreement), in form and substance reasonably acceptable to the Administrative Agent, executed by the applicable Credit Party, the Administrative Agent and the relevant depository institution, securities intermediary or as applicable, party thereto.
Such agreement shall provide a first priority perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, in the applicable Credit Party’s Deposit Account, Securities Account or Commodity Account, as applicable.

 “Account Debtor” shall mean an account debtor as defined in the UCC. 

“Acquisition” means the purchase by any Credit Party of (a) any business, division or enterprise or all or substantially
all of any Person through the purchase of assets (but, for the avoidance of doubt, excluding purchases of equipment only with no other tangible or intangible property associated with such equipment purchase, unless such purchase of equipment
involves all or substantially all the assets of the seller) or (b) Equity Interests of any Person sufficient to cause such Person to become a Subsidiary of a Credit Party. 

“Adjusted LIBO Rate” means, with respect to any Revolving Borrowing of Eurodollar Loans for any Interest Period, an interest
rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. 

“Administrative Agent” means JPMCB in its capacity as administrative agent and collateral agent for the Lenders pursuant to
Article 8 and any successor agent pursuant to Section 8.7. 
 “Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent. 

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, such Person or any Subsidiary of such Person. The term “control” (including the terms “controlled by” or “under common control with”) means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership, by contract, or otherwise. 

“Aggregate Commitments” means, at any time, the aggregate of the Commitments of all the Lenders, as increased or reduced from
time to time pursuant to the terms and conditions hereof. As of the Effective Date, the Aggregate Commitments are equal to $25,000,000. 

“Aggregate Revolving Credit Exposure” means, at any time, the aggregate of the Revolving Credit Exposures of all the Lenders,
as increased or reduced from time to time pursuant to the terms and conditions hereof. 
 “Agreement” has the meaning set
forth in the preamble. 
 “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of
(a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus 1⁄2 of 1% and (c) the Adjusted LIBO Rate for a one month
Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that for the purpose of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate
(or if the LIBO Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or
the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest
pursuant to Section 2.16 hereof, then the Alternate Base Rate shall be the greater of clause (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the
Alternate Base Rate shall be less than 2.00%, such rate shall be deemed to be 2.00% for purposes of this Agreement. 

  
 3 












 “Amegy” means Zions Bancorporation, N.A. DBA Amegy Bank. 

“Ancillary Document” has the meaning set forth in Section 9.14. 

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its
Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder. 

“Anti-Money Laundering Laws” has the meaning set forth in Section 4.19(c). 

“Applicable Margin” means, as of any date of determination, (a) in the case of ABR Loans, a percentage per annum equal
to 2.50%, and (b) in the case of Eurodollar Loans, a percentage per annum equal to 3.50%. 
 “Approved Fund” shall
mean any Person (other than a natural Person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed by a Lender, an Affiliate of a Lender
or an entity or an Affiliate of an entity that administers or manages a Lender. 
 “Approved Plan” means (a) a plan of
reorganization consistent with that set forth in the Restructuring Term Sheet attached hereto as Exhibit A or (b) any Cash Pay Plan, in each case, as such plan may be modified, amended or supplemented; provided that the consent of
the Administrative Agent and the Required Lenders shall be required in respect of any such modification, amendment or supplement solely to the extent that such modification, supplement or amendment: (i) adversely impacts the Administrative
Agent’s or Lenders’ interests, economic recovery, rights or treatment in comparison to the Approved Plan (without giving effect to any such modification, supplement or amendment), (ii) alters the debt capital structure of the Credit
Parties as set forth in the Approved Plan, (iii) allows for the incurrence of Debt upon or in conjunction with the effective date of the Approved Plan not otherwise contemplated under the Approved Plan (without giving effect to any such
modification, supplement or amendment) or (iv) changes the priority or treatment of any Debt from that set forth in the Approved Plan (without giving effect to any such modification, supplement or amendment). 

“Availability” means, at any time and without any duplication, an amount equal to (a) the Facility Limit, minus
(b) the Aggregate Revolving Credit Exposure, minus (c) Reserves. 
 “Availability Trigger Period” shall occur at
any time that Availability is less than the greater of (a) $7,500,000 and (b) 20% of the Facility Limit. Once commenced, an Availability Trigger Period shall be deemed to be continuing until such time as (i) Availability equals or exceeds for
thirty (30) consecutive days the greater of (A) $7,500,000 and (B) 20% of the Facility Limit and (ii) no Event of Default has occurred and is continuing during such thirty (30) consecutive day period. 

“Assignment and Acceptance” means an assignment and acceptance executed by a Lender and an Eligible Assignee and accepted by
the Administrative Agent, in substantially the same form as Exhibit B. 
 “Backstop Agreement” shall mean the
“Backstop Purchase Agreement” (as defined in the RSA). 
 “Backstop Order” shall mean the “Backstop
Order” (as defined in the RSA). 

  
 4 












 “Bail-In Action” means the exercise
of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. 

“Bail-In Legislation” means, with respect to any EEA Member Country implementing
Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In
Legislation Schedule. 
 “Banking Services” means each and any of the following bank services provided to any Credit Party
by any Lender (other than a Defaulting Lender) or any Affiliate of a Lender (other than a Defaulting Lender): (a) commercial credit cards, (b) stored value cards and (c) treasury management services (including, without limitation,
controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services). 

“Banking Services Obligations” means any and all obligations of any Credit Party, whether absolute or contingent and
howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services. 

“Banking Services Provider” means any Lender (other than a Defaulting Lender) or Affiliate of a Lender (other than a
Defaulting Lender) that provides Banking Services to the Borrower or any Subsidiary. 
 “Bankruptcy Code” has the meaning
assigned to such term in the recitals hereto. 
 “Bankruptcy Court” has the meaning assigned to such term in the recitals
hereto. 
 “Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a voluntary or
involuntary bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed
for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment or has had any order for relief in
such proceeding entered in respect thereof, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality
thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or
such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person. 

“Benchmark Replacement” means the sum of: (a) the alternate benchmark rate (which may be a SOFR-Based
Rate) that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the applicable Governmental
Authority and/or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the LIBO Rate for U.S. dollar-denominated syndicated credit facilities and (b) the Benchmark Replacement
Adjustment; provided that, if the Benchmark Replacement as so determined would be less than 1.00%, the Benchmark Replacement will be deemed to be 1.00% for the purposes of this Agreement; provided further that any such Benchmark Replacement shall be
administratively feasible as determined by the Administrative Agent in its sole discretion. 

  
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 “Benchmark Replacement Adjustment” means the spread
adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection
or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the LIBO Rate with the applicable Unadjusted Benchmark Replacement by the applicable Governmental Authority and/or
(b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the LIBO Rate with the applicable Unadjusted Benchmark
Replacement for U.S. dollar-denominated syndicated credit facilities at such time (for the avoidance of doubt, such Benchmark Replacement Adjustment shall not be in the form of a reduction to the Applicable Rate). 

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or
operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters)
that the Administrative Agent decides in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner
substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the
administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement). 

“Benchmark Replacement Date” means the earlier to occur of the following events with respect to the LIBO Rate: 

(a) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (i) the date of the
public statement or publication of information referenced therein and (ii) the date on which the administrator of the LIBO Screen Rate permanently or indefinitely ceases to provide the LIBO Screen Rate; or 

(b) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication
of information referenced therein. 
 “Benchmark Transition Event” means the occurrence of one or more of the
following events with respect to the LIBO Rate: 
 (1) a public statement or publication of information by or on behalf of the administrator
of the LIBO Screen Rate announcing that such administrator has ceased or will cease to provide the LIBO Screen Rate, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that
will continue to provide the LIBO Screen Rate; 
 (2) a public statement or publication of information by the regulatory supervisor for the
administrator of the LIBO Screen Rate, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the LIBO Screen Rate, a resolution authority with jurisdiction over the administrator for the LIBO Screen
Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the LIBO Screen Rate, in each case which states that the administrator of the LIBO Screen Rate has ceased or will cease to provide the LIBO
Screen Rate permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBO Screen Rate; and/or 

  
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 (3) a public statement or publication of information by the regulatory supervisor for the
administrator of the LIBO Screen Rate announcing that the LIBO Screen Rate is no longer representative. 
 “Benchmark Transition
Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of
information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or
publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the Required Lenders, as applicable, by notice to
the Borrower, the Administrative Agent (in the case of such notice by the Required Lenders) and the Lenders. 
 “Benchmark
Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the LIBO Rate and solely to the extent that the LIBO Rate has not been replaced with a
Benchmark Replacement, the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the LIBO Rate for all purposes hereunder in accordance with
Section 2.16 and (y) ending at the time that a Benchmark Replacement has replaced the LIBO Rate for all purposes hereunder pursuant to Section 2.16. 

“Beneficial Ownership Certification” means a certificate regarding beneficial ownership as required by the Beneficial
Ownership Regulation. 
 “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230. 

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is
subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or
otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. 

“BHC Act Affiliate” of a party means an “affiliate’ (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. 1841(k)) of such party. 
 “Board” means the Board of Governors of the Federal Reserve System of the United
States of America. 
 “Borrower” has the meaning set forth in the preamble. 

“Borrower Materials” has the meaning set forth in Section 5.2. 

“Borrowing Base” means, at any time, an amount equal to the sum of the following: (a) 90% of each Credit Party’s
Investment Grade Eligible Accounts, plus (b) 85% of each Credit Party’s Non-Investment Grade Eligible Accounts, plus (c) 100% of each Credit Party’s Eligible Cash, minus (d) Reserves. The
Administrative Agent may, in its Permitted Discretion, (i) impose Reserves in accordance with the definition thereof (provided that any Reserves with respect to the Borrowing Base shall not be duplicative of any Reserves with respect to
Availability) and (ii) modify one or more of the other elements used in computing the Borrowing Base, with any such changes to be effective three (3) Business Days after delivery of notice thereof to the Borrower and the Lenders. The
Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to and in accordance with Section 5.2(u), giving effect, for the
avoidance of doubt, to Reserves imposed subsequent to such delivery. 

  
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 “Borrowing Base Certificate” means a certificate, signed and certified as
accurate by a Responsible Officer, substantially in the form of Exhibit C or another form which is acceptable to the Administrative Agent in its sole discretion. 

“Budget” means a written budget for the period from the Petition Date through the Scheduled Maturity Date setting forth on a
line-item basis the Credit Parties’ projected cash receipts and cash disbursements, including, without limitation, disbursements on account of the reasonable and documented fees and expenses of advisors (including, without limitation, advisors
of the Administrative Agent, the Lenders, the DIP Term Loan Agent and the DIP Term Loan Lenders) and, on a weekly basis, which budget shall be in form and substance acceptable to the Required Lenders and which budget shall be updated every four
weeks in form and substance acceptable to the Required Lenders. To the extent that any updated Budget is not acceptable to the Required Lenders, the then-existent approved budget will remain the “Budget” until replaced by an updated budget
that is acceptable to the Required Lenders. Concurrently with the delivery of each updated budget, the Borrower shall deliver to the Administrative Agent a certificate of a financial officer of the Borrower stating that such Budget has been prepared
on a reasonable basis and in good faith and is based on assumptions believed by the Borrower to be reasonable at the time made and from the best information then available to the Borrower in connection therewith (such certificate a “Budget
Certificate”). 
 “Budget Certificate has the meaning assigned to such term in the definition of
“Budget”. 
 “Business Day” means a day (a) other than a Saturday, Sunday, or other day on which
banks are required or permitted to be closed under the laws of, or are in fact closed in, Texas or New York, and (b) if the applicable Business Day relates to any Eurodollar Loans, on which dealings are carried on by commercial banks in the
London interbank market. 
 “Cash Pay Plan” has the meaning assigned to such term in
Section 7.1(m)(ii). 
 “Carve-Out” has the meaning
assigned to such term in the applicable DIP Order. 
 “Canadian Subs” means, collectively,
(a) Hi-Crush Canada Distribution Corp., a company incorporated under the Business Corporations Act of the Province of British Columbia and (b) FB Industries Inc., a Manitoba corporation. 

“Capital Expenditures” for any Person and period of its determination means, without duplication, the aggregate of all
expenditures and costs (whether paid in cash or accrued as liabilities during that period and including that portion of payments under Capital Leases that are capitalized on the balance sheet of such Person) of such Person during such period that,
in conformity with GAAP, are required to be included in or reflected by the property, plant, or equipment or similar fixed asset accounts reflected in the balance sheet of such Person. 

“Capital Leases” means, subject to Section 1.3(d)(iii), for any Person, any lease of any Property
by such Person as lessee which would, in accordance with GAAP, be required to be classified and accounted for as a capital lease on the balance sheet of such Person. 

“Cash Collateral Account” means a cash collateral account pledged to the Administrative Agent containing cash deposited
pursuant to the terms hereof to be maintained with the Administrative Agent in accordance with Section 2.2(h). 

  
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 “Casualty Event” means the damage, destruction or condemnation, including
by process of eminent domain or any transfer or disposition of property in lieu of condemnation, as the case may be, of property of any Person or any of its Subsidiaries. 

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, state and local
analogs, and all rules and regulations and requirements thereunder in each case as now or hereafter in effect. 
 “Certificated
Equipment” means any equipment the ownership of which is evidenced by, or under applicable Legal Requirement, is required to be evidenced by, a certificate of title. 

“Change in Control” means the occurrence of any of the following events: 

(i) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning
of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) of Equity Interests representing more than 35% or more of the aggregate ordinary voting power represented by the issued and outstanding
Equity Interests of the Borrower; 
 (ii) the acquisition of direct or indirect Control of the Borrower by any Person or
group; 
 (iii) occupation at any time of a majority of the seats (other than vacant seats) on the board of directors of the
Borrower by Persons who were not (A) directors of the Borrower on the date of this Agreement, nominated or appointed by the board of directors of the Borrower or (B) appointed by directors so nominated or appointed; or 

(iv) a “change of control” (or similar term or concept) occurs under the documentation related to the DIP Term Loan
Facility. 
 “Change in Law” means the occurrence after the date of this Agreement or, with respect to any Lender, such
later date on which such Lender becomes a party to this Agreement, of (a) the adoption of or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration,
interpretation, implementation or application thereof by any Governmental Authority or (c) compliance by any Lender or Issuing Lender (or, for purposes of Section 2.10(b), by any lending office of such Lender or by
such Lender’s or Issuing Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided
that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation
thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory
authorities, in each case pursuant to Basel III, shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted, issued or implemented. 

“Chapter 11 Cases” has the meaning assigned to such term in the recitals hereto. 

“Chevron” means Chevron U.S.A. Inc. and its Affiliates. 

“Code” means the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereof. 

  
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 “Collateral” means all property of the Credit Parties which is
“Collateral” (as defined in the Security Agreement) and any and all other property of any Credit Party, now existing or hereafter acquired, that may at any time be, become or be intended to be, subject to a security interest or Lien in
favor of the Administrative Agent, on behalf of itself and the Secured Parties, to secure the Obligations. 
 “Commercial Letter of
Credit Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding commercial Letters of Credit plus (b) the aggregate amount of all Letter of Credit Disbursements relating to commercial Letters of
Credit that have not yet been reimbursed by or on behalf of the Borrower. The Commercial Letter of Credit Exposure of any Lender at any time shall be such Lender’s Pro Rata Share of the aggregate Commercial Letter of Credit Exposure at such
time. 
 “Commitment” means, for each Lender, the obligation of each Lender to advance to Borrower the amount set opposite
such Lender’s name on Schedule 1.1 as its Commitment, or if such Lender has entered into any Assignment and Acceptance, set forth for such Lender as its Commitment in the Register, as such amount may be reduced pursuant to
Section 2.1(b); provided that, after the Maturity Date, the Commitment for each Lender shall be zero. 

“Commitment Fees” means the fees required under Section 2.6(a). 

“Commodities Account” has the meaning set forth in the UCC. 

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any
successor statute. 
 “Compliance Certificate” means a compliance certificate executed by a Responsible Officer of the
Borrower or such other Person as required by this Agreement in substantially the same form as Exhibit D. 
 “Compounded
SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate (which may include compounding in arrears with a lookback and/or
suspension period as a mechanism to determine the interest amount payable prior to the end of each Interest Period) being established by the Administrative Agent in accordance with: 

 

	 	(1)	 the rate, or methodology for this rate, and conventions for this rate selected or recommended by the relevant
Governmental Authority for determining compounded SOFR; provided that: 


  

	 	(2)	 if, and to the extent that, the Administrative Agent determines that Compounded SOFR cannot be determined in
accordance with clause (1) above, then the rate, or methodology for this rate, and conventions for this rate that the Administrative Agent determines in its reasonable discretion are substantially consistent with any evolving or then-prevailing
market convention for determining compounded SOFR for U.S. dollar-denominated syndicated credit facilities at such time; 



provided, further, that if the Administrative Agent decides that any such rate, methodology or convention determined in
accordance with clause (1) or clause (2) is not administratively feasible for the Administrative Agent, then Compounded SOFR will be deemed unable to be determined for purposes of the definition of “Benchmark Replacement.” 

“Concentration Account” means a Controlled Account maintained by the Borrower with the Administrative Agent; provided
that any cash in the Concentration Account shall be subject to Section 2.4 and Section 2.17, as applicable. 

  
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 “Confirmation Order” means an order, in form and substance reasonably
satisfactory to the Administrative Agent, confirming the Approved Plan. 
 “Connection Income Taxes” means Other Connection
Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. 

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

“Controlled Account” means a Deposit Account, Securities Account or Commodity Account that is subject to an Account Control
Agreement. 
 “Controlled Group” means all members of a controlled group of corporations and all businesses (whether or not
incorporated) under common control which, together with the Borrower or any Subsidiary, are treated as a single employer under Section 414 of the Code. 

“Convert”, “Conversion” and “Converted” each refers to a conversion of Loans of one Type
into Loans of another Type pursuant to Section 2.3(c). 
 “Corresponding Tenor”
with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the applicable Interest Period with respect to the LIBO Rate.

 “Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and
interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in,
and interpreted in accordance with, 12 C.F.R. § 382.2(b). 
 “Covered Party” has the meaning set forth in
Section 9.25(b). 
 “Credit Documents” means this Agreement, the Revolving Notes, the Letters of
Credit, the Letter of Credit Applications, the Guaranty, the Notices of Borrowing, the Notices of Continuation or Conversion, the Security Documents, the Fee Letter, and each other agreement, instrument, or document executed at any time in
connection with this Agreement. 
 “Credit Parties” means the Borrower and the Guarantors. 

“Debt” means, for any Person, without duplication: (a) indebtedness of such Person for borrowed money, including the
face amount of any letters of credit supporting the repayment of indebtedness for borrowed money issued for the account of such Person; (b) to the extent not covered under clause (a) above, obligations under letters of credit and
agreements relating to the issuance of letters of credit or acceptance financing, including Letters of Credit; (c) obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, or upon which interest payments
are customarily made; (d) obligations of such Person under conditional sale or other title retention agreements relating to any Properties purchased by such Person (other than customary reservations or retentions of title under agreements with
suppliers entered into in the ordinary course of business); (e) obligations of such Person to pay the deferred purchase price of property or services (including, without limitation, any contingent obligations or other similar obligations associated
with such purchase, and including obligations that are non-recourse to the credit of such Person but are secured by the assets of such Person); (f) obligations of such Person as lessee under Capital Leases and
obligations of such Person in respect of synthetic leases; (g) obligations of such Person 

  
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under any Hedging Arrangement; (h) all obligations of such Person to mandatorily purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such
Person or any other Person on a date certain or upon the occurrence of certain events or conditions; (i) the Debt of any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer, but only to the
extent to which there is recourse to such Person for the payment of such Debt; (j) obligations of such Person under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) of such Person to purchase or otherwise
acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (a) through (i) above; (k) indebtedness or obligations of others of the kinds referred to in
clauses (a) through (j) secured by any Lien on or in respect of any Property of such Person; and (l) all liabilities of such Person in respect of unfunded vested benefits under any Plan. 

“Default” means (a) an Event of Default or (b) any event or condition which with notice or lapse of time or both
would, unless cured or waived, become an Event of Default. 
 “Default Rate” means a per annum rate equal to (i) in
the case of principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in Sections 2.7(a) or (b), and (ii) in the case of any other Obligation, 2.00% plus the
non-default rate applicable to ABR Loans as provided hereunder. 
 “Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. 

“Defaulting Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or
paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or (iii) pay over to any Lender Party any other amount required to be paid by it hereunder, unless, in the case of clause
(i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular
default, if any) has not been satisfied, (b) has notified the Borrower or any Lender Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this
Agreement, (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a
loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed to confirm in writing to the Administrative Agent, for at least three Business Days, in response to a
written request of the Administrative Agent, that it will comply with its funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by
the Administrative Agent), or (d) has become the subject of (A) a Bankruptcy Event or (B) a Bail-In Action. Any determination that a Lender is a Defaulting Lender will be made by the
Administrative Agent in its sole discretion acting in good faith. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent
manifest error. 
 “Deposit Account” has the meaning set forth in the UCC. 

“DIP Facility” has the meaning assigned to such term in the recitals hereto. 

“DIP Order” means the Interim Order and/or the Final Order, as applicable. 

“DIP Term Loan Agent” shall mean Cantor Fitzgerald Securities, in its individual capacity, and its successors, as
administrative agent and collateral agent under the DIP Term Loan Facility. 

  
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 “DIP Term Loan Credit Agreement” means that certain Senior Secured Debtor-in-Possession Term Loan Credit Agreement dated as of even date herewith among the Borrower, the lenders and the other parties thereto from time to time and the DIP Term
Loan Agent, as amended, restated, supplemented or otherwise modified from time to time in accordance with the Intercreditor Agreement. 

“DIP Term Loan Documents” shall have the meaning assigned to the term “Credit Documents” in the DIP Term Loan
Credit Agreement. 
 “DIP Term Loan Lenders” shall have the meaning assigned to the term “Lenders” in the DIP
Term Loan Credit Agreement. 
 “DIP Term Loan Facility” has the meaning assigned to such term in the recitals hereto. 

“DIP Term Loans” shall have the meaning assigned to the term “Loans” in the DIP Term Loan Credit Agreement. 

“Disqualified Stock” shall mean any Equity Interest that, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, or requires the payment of any cash dividend or any other scheduled payment constituting a return of capital, in each case at any time on or prior to
the first anniversary of the Maturity Date, or (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interest referred to in clause (a) above, in each
case at any time prior to the first anniversary of the Maturity Date. 
 “Dollars” and “$” means lawful
money of the United States of America. 
 “Domestic Subsidiary” means, with respect to any Person, any of its Subsidiaries
that (a) is incorporated or organized under the laws of the United States, any State thereof or the District of Columbia or (b) could provide a guarantee of the Obligations without any material adverse federal income tax consequences to
the Borrower (including by constituting an investment of earnings in United States property under Section 956 (or any successor provision) of the Code and, therefore, triggering an increase in the gross income of the Borrower pursuant to
Section 951 (or a successor provision) of the Code). 
 “Early Opt-in
Election” means the occurrence of: 
 (a) (i) a determination by the Administrative Agent or (ii) a
notification by the Required Lenders to the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined that U.S. dollar-denominated syndicated credit facilities being executed at such time, or that include language
similar to that contained in Section 2.16 are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate, and 

(b) (i) the election by the Administrative Agent or (ii) the election by the Required Lenders to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrower and the Lenders or by the Required Lenders of written notice of such
election to the Administrative Agent. 
 “EEA Financial Institution” means (a) any institution established in any EEA
Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any
financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent; 

  
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 “EEA Member Country” means any of the member states of the European Union,
Iceland, Liechtenstein, and Norway. 
 “EEA Resolution Authority” means any public administrative authority or any Person
entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“Effective Date” has the meaning set forth in Section 3.1. 

“Electronic Signature” ” means an electronic sound, symbol, or process attached to, or associated with, a contract or
other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record. 
 “Eligible
Accounts” means, at any time, the Accounts of any Credit Party which the Administrative Agent determines in its Permitted Discretion are eligible as the basis for the extension of Loans and the issuance of Letters of Credit. Without
limiting the Administrative Agent’s discretion provided herein, Eligible Accounts shall not include any Account: 
 (a)
which is not subject to a first priority perfected security interest in favor of the Administrative Agent; 
 (b) which is
subject to any Lien other than (i) a Lien in favor of the Administrative Agent and (ii) a Permitted Lien which does not have priority over the Lien in favor of the Administrative Agent; 

(c) (i) which is unpaid more than 105 days after the date of the original invoice therefor or more than 60 days after the
original due date therefor or (ii) which has been written off the books of the Borrower or otherwise designated as uncollectible; 

(d) which is owing by an Account Debtor for which more than 50% of the Accounts owing from such Account Debtor and its
Affiliates are ineligible pursuant to clause (c) above; 
 (e) with respect to which any covenant, representation or
warranty contained in this Agreement or in the Security Agreement has been breached or is not true; 
 (f) which
(i) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) is not evidenced by an invoice or other documentation satisfactory to the Administrative Agent which has been sent to the Account
Debtor, (iii) represents a progress billing, (iv) is contingent upon the Borrower’s completion of any further performance, (v) represents a sale on a
bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis or (vi) relates to payments of interest; 

(g) for which the goods giving rise to such Account have not been shipped to the Account Debtor or for which the services
giving rise to such Account have not been performed by the Borrower or if such Account was invoiced more than once; 

  
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 (h) with respect to which any check or other instrument of payment has been
returned uncollected for any reason; 
 (i) which is owed by an Account Debtor which has (i) applied for, suffered, or
consented to the appointment of any receiver, custodian, trustee, or liquidator of its assets, (ii) had possession of all or a material part of its property taken by any receiver, custodian, trustee or liquidator, (iii) filed, or had filed
against it, any request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state or federal
bankruptcy laws, (iv) admitted in writing its inability, or is generally unable to, pay its debts as they become due, (v) become insolvent, or (vi) ceased operation of its business; 

(j) which is owed by any Account Debtor which has sold all or substantially all of its assets; 

(k) which is owed by an Account Debtor which (i) does not maintain its chief executive office in the U.S. or Canada or
(ii) is not organized under applicable law of the U.S., any state of the U.S., or the District of Columbia, Canada, or any province of Canada unless, in any such case, such Account is backed by a Letter of Credit acceptable to the
Administrative Agent which is in the possession of, and is directly drawable by, the Administrative Agent; 
 (l) which is
owed in any currency other than U.S. dollars; 
 (m) which is owed by (i) any government (or any department, agency,
public corporation, or instrumentality thereof) of any country other than the U.S. unless such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in the possession of, and is directly drawable by, the
Administrative Agent, or (ii) any government of the U.S., or any department, agency, public corporation, or instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.
and 41 U.S.C. § 15 et seq.), and any other steps necessary to perfect the Lien of the Administrative Agent in such Account have been complied with to the Administrative Agent’s satisfaction; 

(n) which is owed by any Affiliate of any Credit Party or any employee, officer, director, agent or stockholder of any Credit
Party or any of its Affiliates; 
 (o) which is owed by an Account Debtor or any Affiliate of such Account Debtor to which
any Credit Party is indebted, but only to the extent of such indebtedness, or is subject to any security, deposit, progress payment, retainage or other similar advance made by or for the benefit of an Account Debtor, in each case to the extent
thereof; 
 (p) which is subject to any actual or potential contra account, counterclaim, deduction, defense, setoff or
dispute, but only to the extent of any such actual or potential contra account, counterclaim, deduction, defense, setoff or dispute; 

(q) which is evidenced by any promissory note, chattel paper or instrument; 

(r) which is owed by an Account Debtor (i) located in any jurisdiction which requires filing of a “Notice of Business
Activities Report” or other similar report in order to permit the Borrower to seek judicial enforcement in such jurisdiction of payment of such Account, unless the Borrower has filed such report or qualified to do business in such jurisdiction
or (ii) which is a Sanctioned Person; 

  
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 (s) with respect to which the Borrower has made any agreement with the
Account Debtor for any reduction thereof, other than discounts and adjustments given in the ordinary course of business, or any Account which was partially paid and the Borrower created a new receivable for the unpaid portion of such Account; 

(t) which does not comply in all material respects with the requirements of all applicable laws and regulations, whether
Federal, state or local, including without limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Board; 

(u) which is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or
understanding (written or oral) that indicates or purports that any Person other than the Borrower has or has had an ownership interest in such goods, or which indicates any party other than the Borrower as payee or remittance party; 

(v) which was created on cash on delivery terms; 

(w) to the extent such amount constitutes a “make-whole”, “minimum volume” or other similar payment in
connection with a sales contract where an Account Debtor has not taken delivery of the volumes required by the terms of such sales contract; 

(x) which are owing by (i) any Account Debtor (other than the Specified Account Debtors) to the extent the aggregate
amount of Accounts owing from such Account Debtor and its Affiliates to the Credit Parties exceeds 20% of the aggregate Eligible Accounts, but only to the extent of such excess and (ii) any Specified Account Debtor to the extent the aggregate
amount of Accounts owing from such Specified Account Debtor and its Affiliates to the Credit Parties exceeds 30% of the aggregate Eligible Accounts, but only to the extent of such excess; or 

(y) which the Administrative Agent determines may not be paid by reason of the Account Debtor’s inability to pay or which
the Administrative Agent otherwise determines is unacceptable for any reason whatsoever. 
 In the event that an Account which was
previously an Eligible Account ceases to be an Eligible Account hereunder, the Borrower shall notify the Administrative Agent thereof as soon as possible and, in no event later than the time of submission to the Administrative Agent of the next
Borrowing Base Certificate. In determining the amount of an Eligible Account, the face amount of an Account may, in the Administrative Agent’s Permitted Discretion, be reduced by, without duplication, to the extent not reflected in such face
amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that the Borrower may be obligated to
rebate to an Account Debtor pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by the Borrower to reduce the amount of
such Account. 
 “Eligible Assignee” means (a) a Lender (other than a Defaulting Lender), (b) any Affiliate of a
Lender, (c) any Approved Fund of a Lender or (d) any other Person (other than a natural Person) reasonably acceptable to the Administrative Agent; provided, however, that neither the Borrower nor any of its Affiliates shall qualify
as an Eligible Assignee. 
 “Eligible Cash” means the amount of unrestricted cash of the Credit Parties that is
(a) held in a segregated account with the Administrative Agent and subject to a fully-blocked account control agreement and (b) not subject to Liens other than Liens in favor of the Administrative Agent for the benefit of the Secured
Parties, Liens in favor of the DIP Term Loan Agent for the benefit of the secured parties under the DIP Term Loan Facility that are junior to the Liens of the Administrative Agent and Permitted Liens attaching by operation of law in favor of
JPMorgan Chase Bank, N.A. in its capacity as depository bank. 

  
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 “Environment” shall have the meanings set forth in 42 U.S.C. 9601(8). 

“Environmental Claim” means any third party (including governmental agencies and employees) action, lawsuit, claim, demand,
regulatory action or proceeding, order, decree, consent agreement or notice of potential or actual responsibility or violation (including claims or proceedings under the Occupational Safety and Health Acts or similar laws or requirements relating to
health or safety of employees) which seeks to impose liability under any Environmental Law. 
 “Environmental Law” means
all federal, state, and local laws, rules, regulations, ordinances, orders, decisions, agreements, and other requirements, including common law theories, now or hereafter in effect and relating to, or in connection with the Environment, human
health, or safety, including without limitation CERCLA, relating to (a) pollution, contamination, injury, destruction, loss, protection, cleanup, reclamation or restoration of the air, surface water, groundwater, land surface or subsurface
strata, or other natural resources; (b) solid, gaseous or liquid waste generation, treatment, processing, recycling, reclamation, cleanup, storage, disposal or transportation; (c) exposure to pollutants, contaminants, hazardous, medical
infections, or toxic substances, materials or wastes; (d) the safety or health of employees; or (e) the manufacture, processing, handling, transportation, distribution in commerce, use, storage or disposal of hazardous, medical infections,
or toxic substances, materials or wastes. 
 “Environmental Permit” means any permit, license, order, approval,
registration or other authorization under Environmental Law. 
 “EOG Resources” means EOG Resources Inc. and its
Affiliates. 
 “Equity Interest” means with respect to any Person, any shares, interests, participation, or other
equivalents (however designated) of corporate stock, membership interests or partnership interests (or any other ownership interests) of such Person. 

“Equity Issuance” means any issuance of equity securities or any other Equity Interests (including any preferred equity
securities) by the Borrower or any of its Subsidiaries. 
 “ERISA” means the Employee Retirement Income Security Act of
1974, as amended from time to time. 
 “EU Bail-In Legislation Schedule” means the
EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time. 

“Eurodollar” when used in reference to any Loan or Revolving Borrowing, refers to whether such Loan, or the Loans comprising
such Revolving Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate. 
 “Eurodollar
Loan” means a Loan that bears interest based upon the LIBO Rate. 
 “Event of Default” has the meaning specified
in Section 7.1. 

  
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 “Excluded Deposit Accounts” means accounts that are (a) solely used
for the purposes of making payments in respect of payroll, taxes and employees’ wages and benefits, (b) disbursement accounts where solely proceeds of the indebtedness, including the proceeds of the Loans, are deposited, (c) zero
balance accounts (d) trust accounts, and (e) other accounts with funds on deposit with an average weekly balance for two weeks of any four week period less than $1,000,000 for any single account or $2,500,000 in the aggregate for all such
accounts. 
 “Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent
that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule,
regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as
defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a
master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal. 

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or
deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws
of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case
of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on the date on which
(i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.13) or (ii) such Lender changes its lending office,
except in each case to the extent that, pursuant to Section 2.12, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a
Loan, Letter of Credit or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.12(f) and (d) any U.S.
federal withholding Taxes imposed under FATCA. 
 “Exit Facility” has the meaning assigned to such term in the recitals
hereto. 
 “Exit Facility Agreement” means the Credit Agreement governing the Exit Facility which shall be substantially
consistent with the term sheet attached hereto as Exhibit F. 
 “Existing Agent” has the meaning assigned to such
term in the recitals hereto. 
 “Existing Credit Agreement” has the meaning assigned to such term in the recitals hereto.

 “Existing Lenders” has the meaning assigned to such term in the recitals hereto. 

“Existing Letters of Credit” means the letters of credit issued by Amegy and set forth on the attached Schedule
1.1(a). 
 “Facilities” has the meaning assigned to such term in the recitals hereto. 

“Facility Limit” means, at any time, the lesser of (a) the Aggregate Commitments and (b) the Borrowing Base then in
effect. 

  
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 “FATCA” means Sections 1471 through 1474 of the Code as of the date of this
Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to
Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

 “Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal
funds transactions by depository institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate,
provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to zero for the purposes of this Agreement. 

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System or any of its successors. 

“Fee Letter” means that certain Fee Letter dated as of the date hereof between the Borrower and JPMCB. 

“Final Order” means the order or judgment of the Bankruptcy Court in substantially in the form of the Interim Order with such
changes as are acceptable to the Required Lenders. 
 “Final Order Entry Deadline” means, as to the Final Order, entry
thereof by the Bankruptcy Court on or before the date that is twenty-five (25) days following the Petition Date. 
 “Foreign
Lender” means any Lender that is not a “United States person” as defined in Section 7701(a)(30) of the Code. 

“Foreign Subsidiary” means any Subsidiary of a Person that is not a Domestic Subsidiary. 

“GAAP” means United States of America generally accepted accounting principles as in effect from time to time, applied on a
basis consistent with the requirements of Section 1.3. 
 “Governmental Authority” means the
government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. 

“Guarantors” means any Person that now or hereafter is party to a Guaranty. 

“Guaranty” means the Guaranty Agreement executed and delivered in substantially the same form as Exhibit G. 

“Hazardous Substance” means any substance or material identified as such pursuant to CERCLA and those regulated under any
other Environmental Law, including without limitation pollutants, contaminants, petroleum, petroleum products, radionuclides, and radioactive materials. 

“Hazardous Waste” means any substance or material regulated or designated as such pursuant to any Environmental Law,
including without limitation, pollutants, contaminants, flammable substances and materials, explosives, radioactive materials, oil, petroleum and petroleum products, chemical liquids and solids, polychlorinated biphenyls, asbestos, toxic substances,
and similar substances and materials. 

  
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 “Hedging Arrangement” means a hedge, call, swap, collar, floor, cap,
option, forward sale or purchase or other contract or similar arrangement (including any obligations to purchase or sell any commodity or security at a future date for a specific price) which is entered into to reduce or eliminate or otherwise
protect against the risk of fluctuations in prices or rates, including interest rates, foreign exchange rates, commodity prices and securities prices. 

“Impacted Interest Period” has the meaning set forth in the definition of “LIBO Rate”. 

“Income Tax Expense” means for Borrower and its Subsidiaries, on a consolidated basis for any period, all state and federal
income taxes (including without limitation Texas franchise taxes) paid or due to be paid during such period. 
 “Indemnified
Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Credit Party under any Credit Document and (b) to the extent not otherwise described in
clause (a), Other Taxes. 
 “Indemnitee” has the meaning assigned to such term in Section 9.2(a).

 “Information” has the meaning assigned to such term in Section 9.8. 

“Initial Financial Statements” means the audited consolidated financial statements of the Borrower and its Subsidiaries for
the fiscal year ended December 31, 2019 and the unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended March 31, 2020, in each case including statements of income, retained earnings,
changes in equity and cash flow for such fiscal period as well as a balance sheet as of the end of each such fiscal period, all prepared in accordance with GAAP. 

“Intercreditor Agreement” means the Intercreditor Agreement of even date herewith among the Administrative Agent and the DIP
Term Loan Agent, as amended, supplemented, restated or otherwise modified from time to time in accordance with its terms. 

“Interest Payment Date” means (a) with respect to any ABR Loan, the first Business Day of each calendar month and the
Maturity Date and (b) with respect to any Eurodollar Loan, the last day of each Interest Period applicable to the borrowing of which such Loan is a part and, in the case of a Revolving Borrowing of Eurodollar Loans with an Interest Period of
more than one month’s duration, each day prior to the last day of such Interest Period that occurs at intervals of one month’s duration after the first day of such Interest Period, on the date any Eurodollar Loan is repaid and the Maturity
Date (in each case unless any such date shall not be a Business Day in which case such payment shall be made on the next succeeding Business Day). 

“Interest Period” means for each Eurodollar Loan comprising part of the same Revolving Borrowing, the period commencing on
the date of such Eurodollar Loan is made or deemed made and ending on the last day of the period selected by the Borrower pursuant to the provisions below and Section 2.3 and thereafter, each subsequent period commencing on
the day following the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below and Section 2.3. The duration of each such
Interest Period shall be one or three months, in each case as the Borrower may select, provided that: 

  
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 (a) Interest Periods commencing on the same date for Loans comprising part of the same
Revolving Borrowing shall be of the same duration; 
 (b) whenever the last day of any Interest Period would otherwise occur on a day other
than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided that if such extension would cause the last day of such Interest Period to occur in the next following calendar month,
the last day of such Interest Period shall occur on the next preceding Business Day; 
 (c) any Interest Period which begins on the last
Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month in which it would have ended if
there were a numerically corresponding day in such calendar month; and 
 (d) the Borrower may not select any Interest Period for any Loan
which ends after the Scheduled Maturity Date. 
 “Interim Order” means the order or judgment of the Bankruptcy Court as
entered on the docket of the Bankruptcy Court in the Cases substantially in the form of Exhibit H and otherwise acceptable to the Administrative Agent. 

“Interpolated Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal
places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO
Screen Rate for the longest period (for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period; and (b) the LIBO Screen Rate for the shortest period (for which that LIBO Screen Rate is available) that exceeds
the Impacted Interest Period, in each case, at such time. 
 “Inventory” has the meaning set forth in Article 9 of the UCC.

 “Investment” has the meaning set forth in Section 6.3. 

“Investment Grade Eligible Account” means any Eligible Account of any Credit Party which is owing by an Account Debtor whose
securities are rated BBB- or better by S&P or Baa3 or better by Moody’s. 

“Issuing Lender Sublimit” means, as of the Effective Date, (i) $10,000,000, in the case of JPMCB and (ii) $25,000,000, in the
case of Amegy, such amount as shall be designated to the Administrative Agent and the Borrower in writing by an Issuing Lender; provided that any Issuing Lender shall be permitted at any time to increase its Issuing Lender Sublimit upon
providing five (5) days’ prior written notice thereof to the Administrative Agent and the Borrower. For the avoidance of doubt, while the Issuing Lender Sublimits total in excess of the Facility Limit and the Letter of Credit Maximum
Amount, the Letter of Credit Exposure shall not exceed the Letter of Credit Maximum Amount or the Facility Limit and the Aggregate Revolving Exposure shall not exceed the Facility Limit. 

“Issuing Lenders” means, collectively, JPMCB and Amegy, each in its capacity as a Lender that issues Letters of Credit for
the account of any Credit Party pursuant to the terms of this Agreement. 
 “JPMCB” means JPMorgan Chase Bank, N.A., a
national banking association, in its individual capacity, and its successors. 

  
 21 












 “Landlord Agreement” means a lien waiver or subordination agreement from
the owner of real property regarding the subordination of its landlord’s lien covering leased real property. 
 “Lead
Arranger” means JPMCB in its capacity as sole lead arranger and sole bookrunner hereunder. 
 “Legal Requirement”
means any law, statute, ordinance, decree, requirement, order, judgment, rule, regulation (or official interpretation of any of the foregoing) of, and the terms of any license or permit issued by, any Governmental Authority, including, but not
limited to, Regulations T, U and X. 
 “Lender Parent” means, with respect to any Lender, any Person as to which such
Lender is, directly or indirectly, a subsidiary. 
 “Lender Party” means the Administrative Agent, any Issuing Lender or
any other Lender. 
 “Lenders” means the Persons listed on the signature pages hereto as Lenders, any other Person that
shall have become a Lender hereto pursuant to Section 2.13 and any other Person that shall have become a Lender hereto pursuant to an Assignment and Acceptance, but in any event, excluding any such Person that ceases to be
a party hereto pursuant to an Assignment and Acceptance. 
 “Lending Office” means, as to any Lender, the office or offices
of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent. 

“Letter of Credit” means any standby or commercial letter of credit issued or deemed issued by an Issuing Lender for the
account of a Credit Party pursuant to the terms of this Agreement, in such form as may be agreed by the Borrower and the relevant Issuing Lender. 

“Letter of Credit Application” means an Issuing Lender’s standard form letter of credit application for standby or
commercial letters of credit which has been executed by the Borrower and accepted by such Issuing Lender in connection with the issuance of a Letter of Credit. 

“Letter of Credit Disbursement” means a payment made by an Issuing Lender pursuant to a Letter of Credit. 

“Letter of Credit Documents” means all Letters of Credit, Letter of Credit Applications and amendments thereof, and
agreements, documents, and instruments entered into in connection therewith or relating thereto. 
 “Letter of Credit
Exposure” means, at any time, the sum of the Commercial Letter of Credit Exposure and the Standby Letter of Credit Exposure at such time. The Letter of Credit Exposure of any Lender at any time shall be its Pro Rata Share of the aggregate
Letter of Credit Exposure at such time. . 
 “Letter of Credit Maximum Amount” means $25,000,000; provided that, on
and after the Maturity Date, the Letter of Credit Maximum Amount shall be zero. 
 “Letter of Credit Obligations” means any
obligations of the Borrower under this Agreement in connection with the Letters of Credit. 
 “LIBO Rate” means, with
respect to any Revolving Borrowing of Eurodollar Loans for any Interest Period, the LIBO Screen Rate at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the LIBO
Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”) then the LIBO Rate shall be the Interpolated Rate. 

  
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 “LIBO Screen Rate” means, for any day and time, with respect to any
Revolving Borrowing of Eurodollar Loans for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for U.S. Dollars for a period
equal in length to such Interest Period) as displayed on such day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or
substitute page on such screen that displays such rate), or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion, provided
that if the LIBO Screen Rate shall be less than 1.00%, such rate shall be deemed to be 1.00% for the purposes of this Agreement. 

“Lien” means any mortgage, lien, pledge, charge, deed of trust, security interest, or encumbrance to secure or provide for
the payment of any obligation of any Person, whether arising by contract, operation of law, or otherwise (including the interest of a vendor or lessor under any conditional sale agreement, Capital Lease, or other title retention agreement). 

“Liquidity” means, as of any date of determination, the sum of (a) Availability and (b) (without duplication) the
aggregate amount of unrestricted cash and cash equivalents of the Borrower or any of other Credit Parties at such time (it being understood that unrestricted cash and cash equivalents shall exclude (i) any cash or cash equivalents not held in a
Controlled Account, (ii) any cash and cash equivalents which are pledged to secure any Credit Party’s obligations under any letter of credit and (iii) Eligible Cash). 

“Liquid Investments” means (a) readily marketable direct full faith and credit obligations of the United States of
America or obligations unconditionally guaranteed by the full faith and credit of the United States of America; (b) commercial paper issued by (i) any Lender or any Affiliate of any Lender or (ii) any commercial banking institutions
or corporations rated at least P-1 by Moody’s or A-1 by S&P; (c) certificates of deposit, time deposits, and bankers’ acceptances issued by
(i) any of the Lenders or (ii) any other commercial banking institution which is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $250,000,000 and rated Aa by Moody’s
or AA by S&P; (d) repurchase agreements which are entered into with any of the Lenders or any major money center banks included in the commercial banking institutions described in clause (c) and which are secured by readily marketable
direct full faith and credit obligations of the government of the United States of America or any agency thereof; (e) investments in any money market fund which holds investments substantially of the type described in the foregoing
Clauses (a) through (d); (f) readily and immediately available cash held in any money market account maintained with any Lender; provided that, such money market accounts and the funds therein shall be unencumbered and free and clear of
all Liens and other third party rights other than a Lien in favor of the Administrative Agent pursuant to the Security Documents; and (g) other investments made through the Administrative Agent or its Affiliates and approved by the
Administrative Agent. All the Liquid Investments described in Clauses (a) through (d) above shall have maturities of not more than 365 days from the date of issue. 

“Loan Limit” means, at any time, the lesser of (a) the Aggregate Commitments and (b) the difference of the
Borrowing Base minus the amount of the Credit Parties’ Eligible Cash. 
 “Loans” means each of the loans made
by the Lenders to the Borrower pursuant to this Agreement. 
 “Material Adverse Change” means any event, development or
circumstance (other than (a) in the case of the Credit Parties, (i) any matters disclosed in any “first day” pleadings or declarations and (ii) the effect of filing the Chapter 11 Cases, the events and conditions related to,
resulting from and/or leading up 

  
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thereto and the effects thereon and any action required to be taken under the Credit Documents or the DIP Order. and (b) in the case of the Credit Parties, taking into account the effect of
the automatic stay under the Bankruptcy Code) that has had or could reasonably be expected to have a material adverse effect (A) on the business, assets, operations, Property or financial condition of the Borrower and its Subsidiaries, taken as
a whole; (B) on the validity or enforceability of this Agreement or any of the other Credit Documents; (C) on any Credit Party’s ability to perform its obligations under this Agreement, any Revolving Note, the Guaranty or any other
Credit Document; (D) in any right or remedy of any Secured Party under any Credit Document; or (E) the Collateral, or the Administrative Agent’s liens (on behalf of itself and the Secured Parties) on the Collateral or the priority of
such Liens. 
 “Material Contract” means each of (a) the Senior Notes, (b) the DIP Term Loan Credit Agreement,
(c) the RSA, (d) the Backstop Agreement and (e) any contract of the Borrower and its consolidated Subsidiaries to which at least 10% of the Borrower’s consolidated revenue for the four-fiscal quarter period most recently ended is
attributable, in each case, as each such contract is amended, restated, supplemented or otherwise modified from time to time. 

“Maturity Date” means the earliest of (a) the Scheduled Maturity Date, (b) the date on which the Approved Plan
becomes effective, (c) the date of the closing of a sale of all or substantially all of the assets of the Credit Parties under section 363 of the Bankruptcy Code or otherwise, and (d) the date all of the Loans become due and payable under
the Credit Documents, whether by acceleration or otherwise. 
 “Maximum Rate” means the maximum nonusurious interest rate
under applicable law. 
 “Milestones” means the milestones set forth on Schedule 1.1(b), to be completed in each
case in accordance with the applicable timing referred to therein (or such later dates as may be agreed by the Required Lenders). 

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto which is a nationally recognized
statistical rating organization. 
 “Mortgage” means each mortgage or deed of trust in form acceptable to the
Administrative Agent executed by any Credit Party to secure all or a portion of the Obligations. 
 “Multiemployer Plan”
means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Borrower or any member of the Controlled Group is making or accruing an obligation to make contributions. 

“Net Cash Proceeds” means with respect to any Prepayment Event, all cash and Liquid Investments received in respect of such
Prepayment Event after (a) payment of, or provision for, all brokerage commissions and other reasonable out of pocket fees and expenses actually incurred (including attorneys’, accountants’, investment bankers’, consultants’
or other customary fees and expenses); (b) payment of any outstanding obligations relating to such Property paid in connection with any such Prepayment Event; and (c) taxes paid or reasonably estimated to be payable within one year after such
Prepayment Event as a result thereof and as a result of any gain recognized in connection therewith. 
 “Net Income” means,
for any period and with respect to any Person, the net income for such period for such Person after taxes as determined in accordance with GAAP, including any cash net gain but excluding, however, (a) extraordinary items, including (i) any
net non-cash gain or loss during such period arising from the sale, exchange, retirement or other disposition of capital assets (such term to include all fixed assets and all securities) other than in the
ordinary course of business, and (ii) any write up or write down of assets and (b) the cumulative effect of any change in GAAP. 

  
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 “Non-Defaulting Lender” means any
Lender that is not then a Defaulting Lender. 
 “Non-Investment Grade Eligible
Account” means any Eligible Account of any Credit Party which is owing by an Account Debtor whose securities are rated worse than BBB- by S&P and worse than Baa3 by Moody’s. 

“Notice of Borrowing” means a notice of borrowing signed by the Borrower in substantially the same form as Exhibit I.

 “Notice of Continuation or Conversion” means a notice of continuation or conversion signed by the Borrower in
substantially the same form as Exhibit J. 
 “NYFRB” means the Federal Reserve Bank of New York. 

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and
(b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term
“NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if
any of the aforesaid rates as so determined be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. 

“Obligations” means all principal, interest (including post-petition interest), fees, reimbursements, indemnifications, and
other amounts now or hereafter owed by any of the Credit Parties to the Lenders, the Issuing Lenders, or the Administrative Agent under this Agreement and the Credit Documents, including, the Letter of Credit Obligations, and any increases,
extensions, and rearrangements of those obligations under any amendments, supplements, and other modifications of the documents and agreements creating those obligations. 

“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury. 

“Operating Lease” means any lease that constitutes an operating lease under GAAP. 

“Organization Documents” means (a) for any corporation, the certificate or articles of incorporation and the bylaws,
(b) for any partnership, the partnership agreement and, if applicable, certificate of limited partnership or (c) for any limited liability company, the operating agreement and articles or certificates of formation of incorporation. 

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

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document, except any such Taxes that
are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.13). 

  
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 “Overnight Bank Funding Rate” means, for any day, the rate comprised of
both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time, and published
on the next succeeding Business Day by the NYFRB as an overnight bank funding rate. 
 “Participant Register” has the
meaning set forth in Section 9.7(d). 
 “Patriot Act” means the Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56 (signed into law October 26, 2001)). 

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

 “Permitted Debt” has the meaning set forth in Section 6.1. 

“Permitted Discretion” means a determination made in good faith and in the exercise of reasonable (from the perspective of a
secured asset based lender) business judgment. 
 “Permitted Investments” has the meaning set forth in
Section 6.3. 
 “Permitted Liens” has the meaning set forth in
Section 6.2. 
 “Person” means an individual, partnership, corporation (including a business
trust), joint stock company, trust, limited liability company, limited liability partnership, unincorporated association, joint venture, or other entity, or a government or any political subdivision or agency thereof, or any trustee, receiver,
custodian, or similar official. 
 “Petition Date” has the meaning assigned to such term in the recitals hereto. 

“Plan” means an employee benefit plan, as defined in Section 3(3) of ERISA (other than a Multiemployer Plan), maintained
or contributed to by the Borrower or any member of the Controlled Group and covered by Title IV of ERISA or subject to the minimum funding standards under Sections 412 or 430 of the Code or Sections 302 or 303 of ERISA. 

“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by
Section 3(42) of ERISA, as amended from time to time. 
 “Platform” has the meaning assigned to such term in
Section 5.2. 
 “Prepayment Event” means (i) the sale, transfer or other disposition of
assets by the Borrower or its Subsidiaries in a single transaction or series of related transactions that yields Net Cash Proceeds other than asset sales permitted by Section 6.8(a),
Section 6.8(b), Section 6.8(c) (other than asset sales permitted by Section 6.8(c) yielding Net Cash Proceeds in excess of $1,000,000),
Section 6.8(d), Section 6.8(e), Section 6.8(f) or Section 6.8(g), (ii) the receipt of any Net Cash Proceeds by any Person from the issuance of
any Debt by the Borrower or any Subsidiary not permitted hereunder and (iii) the receipt by the Borrower or any Subsidiary of Net Cash Proceeds in respect of one or more Casualty Events. 

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or,
if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest 

  
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Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by
the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective. 

“Professional Fees” means “Allowed Professional Fees” (as defined in the DIP Order). 

“Projections” has the meaning set forth in Section 5.2(g). 

“Property” of any Person means any property or assets (whether real, personal, or mixed, tangible or intangible) of such
Person. 
 “Pro Rata Share” means, at any time with respect to any Lender, (a) the ratio (expressed as a percentage)
of such Lender’s Commitment at such time to the Aggregate Commitments at such time, or (b) if all of the Commitments have been terminated, the ratio (expressed as a percentage) of such Lender’s aggregate outstanding Loans at such time
to the total aggregate outstanding Loans at such time. 
 “PTE” means a prohibited transaction class exemption issued by
the U.S. Department of Labor, as any such exemption may be amended from time to time. 
 “QFC” has the meaning assigned to
the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). 
 “QFC
Credit Support” has the meaning assigned to it in Section 9.25. 
 “Qualified ECP
Guarantor” means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant guaranty or grant of the relevant security interest becomes or would become effective with respect
to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract
participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 

“Railcar Lease” has the meaning set forth in the RSA. 

“Recipient” means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Lender, as applicable. 

“Register” has the meaning set forth in Section 9.7(b). 

“Registration Statement” means that Registration Statement on Form S-1 (File No. 333-182574) filed by the Borrower with the SEC, amended as of August 21, 2012. 

“Regulation D” means Regulation D of the Federal Reserve Board, as in effect from time to time and all official rulings and
interpretations thereunder or thereof. 
 “Regulation T” means Regulation T of the Federal Reserve Board, as in effect from
time to time and all official rulings and interpretations thereunder or thereof. 
 “Regulation U” means Regulation U of
the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof. 

  
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 “Regulation X” means Regulation X of the Federal Reserve Board, as in
effect from time to time and all official rulings and interpretations thereunder or thereof. 
 “Related Parties” means,
with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, partners, members, trustees, employees, agents, administrators, managers, representatives and advisors of such Person and such Person’s
Affiliates. 
 “Release” shall have the meaning set forth in CERCLA or under any other Environmental Law. 

“Report” means reports prepared by the Administrative Agent or another Person showing the results of appraisals, field
examinations or audits pertaining to the assets of the Credit Parties from information furnished by or on behalf of the Borrower, which Reports may be distributed to the Lenders by the Administrative Agent. 

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA (other than any such event not subject
to the provision for 30-day notice to the PBGC under the regulations issued under such section). 

“Required Lenders” means, at any time, Lenders (other than Defaulting Lenders) having Revolving Credit Exposures and Unused
Commitments representing at least 50% of the sum of the Aggregate Revolving Credit Exposure and Unused Commitments at such time; provided that, as long as there are three or fewer Lenders, Required Lenders shall mean all Lenders. 

“Reserves” means any and all reserves which the Administrative Agent deems necessary, in its Permitted Discretion, to
maintain (including, without limitation, reserves applicable to Availability, reserves applicable to the Borrowing Base, reserves for accrued and unpaid interest on the Secured Obligations, reserves applicable to Banking Services, volatility
reserves, reserves for dilution of Accounts, reserves for obligations of any of the Credit Parties owing to Swap Counterparties under any Hedging Arrangements, reserves for contingent liabilities of any Credit Party, reserves for uninsured losses of
any Credit Party, reserves for uninsured, underinsured, un-indemnified or under-indemnified liabilities or potential liabilities with respect to any litigation and reserves for taxes, fees, assessments, and
other governmental charges) with respect to the Collateral or any Credit Party. 
 “Response” shall have the meaning set
forth in CERCLA or under any other Environmental Law. 
 “Responsible Officer” means (a) with respect to any Person
that is a corporation, such Person’s Chief Executive Officer, President, or Chief Financial Officer, (b) with respect to any Person that is a limited liability company, if such Person has officers, then such Person’s Chief Executive
Officer, President, or Chief Financial Officer, and if such Person is managed by members, then a Responsible Officer of such Person’s managing member, and if such Person is managed by managers, then a manager (if such manager is an individual)
or a Responsible Officer of such manager (if such manager is an entity), and (c) with respect to any Person that is a general partnership, limited partnership or a limited liability partnership, the Responsible Officer of such Person’s
general partner or partners. 
 “Restricted Payment” means, with respect to any Person, (a) any direct or indirect
dividend or other distribution (whether in cash, securities or other Property) or any direct or indirect payment of any kind or character (whether in cash, securities or other Property) made in connection with the Equity Interest of such Person,
including those dividends, distributions and payments made in consideration for or otherwise in connection with any retirement, purchase, redemption or other acquisition of any Equity Interest of such Person, or any options, warrants or rights to
purchase or acquire any such Equity Interest of such Person or (b) principal or interest payments (in cash, Property or otherwise) on, or redemptions of, subordinated debt of such Person. 

  
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 “Revolving Borrowing” means a borrowing consisting of simultaneous Loans of
the same Type made by the Lenders pursuant to Section 2.1(a) or Converted by each Lender to Loans of a different Type pursuant to Section 2.3(c). 

“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of
such Lender’s Loans and its Letter of Credit Exposure at such time. 
 “Revolving Note” means a promissory note of the
Borrower payable to the order of a Lender in the amount of such Lender’s Commitment, in substantially the same form as Exhibit K, evidencing indebtedness of the Borrower to such Lender resulting from Loans owing to such Lender. 

“RSA” has the meaning assigned to such term in the recitals. 

“RSA Effective Date” means the date on which the RSA is signed and the terms of which become effective. 

“S&P” means Standard & Poor’s Rating Agency Group, a division of McGraw-Hill Companies, Inc., or any
successor thereof which is a national credit rating organization. 
 “Sanctioned Country” means, at any time, a country,
region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria). 

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons
maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority, (b) any Person
operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons described in clauses (a) and (b) of this definition or (d) any Person otherwise the subject of any Sanctions.

 “Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time
by the U.S. government (including those administered by OFAC or the U.S. Department of State), the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority. 

“Sand Reserves” means (a) at any particular time, the estimated quantities of sand which geological and engineering data
demonstrate with reasonable certainty to be recoverable in future years under then existing economic and operating conditions (i.e., prices and costs as of the date of the estimate is made) and (b) any fee mineral interests, term mineral
interests, leases, subleases, farm-outs, royalties, overriding royalties, net profit interests, carried interests, production payments and similar mineral interests, and all unsevered and unextracted sand in, under, or attributable to the properties
described in the foregoing clause (a). 
 “Scheduled Maturity Date” means January 12, 2021. 

“SEC” means, the Securities and Exchange Commission. 

  
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 “Secured Obligations” means (a) the Obligations, (b) the Banking
Services Obligations, and (c) all obligations of any of the Credit Parties owing to Swap Counterparties under any Hedging Arrangements; provided that the “Secured Obligations” shall not include any Excluded Swap Obligations.

 “Secured Parties” means the Administrative Agent, the Issuing Lenders, the Lenders, the Swap Counterparties and Banking
Services Providers. 
 “Securities Account” has the meaning set forth in the UCC. 

“Security Agreement” means the Pledge and Security Agreement among the Credit Parties and the Administrative Agent in
substantially the same form as Exhibit L. 
 “Security Documents” means, collectively, the Mortgages, Security
Agreement, the Intercreditor Agreement, and any and all other instruments, documents or agreements, including Account Control Agreements, now or hereafter executed by any Credit Party or any other Person to secure the Secured Obligations. 

“Senior Notes” has the meaning assigned to such term in the RSA. 

“SOFR” with respect to any day means the secured overnight financing rate published for such day by the NYFRB, as the
administrator of the benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s Website. 

“SOFR-Based Rate” means SOFR, Compounded SOFR or Term SOFR. 

“Specified Account Debtor” means each of EOG Resources and Chevron; provided, that EOG Resources and Chevron shall
constitute “Specified Account Debtors” only so long as their respective securities are rated BBB- or better by S&P and Baa3 or better by Moody’s. 

“Standby Letter of Credit Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding
standby Letters of Credit plus (b) the aggregate amount of all Letter of Credit Disbursements relating to standby Letters of Credit that have not yet been reimbursed by or on behalf of the Borrower. The Standby Letter of Credit Exposure of any
Lender at any time shall be such Lender’s Pro Rata Share of the aggregate Standby Letter of Credit Exposure at such time. 

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

“Subject Lender” has the meaning set forth in Section 2.13. 

  
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 “Subsidiary” means, with respect to any Person (the “holder”) at
any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the holder in the holder’s consolidated financial statements if such financial statements
were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity, a majority of whose outstanding Voting Securities shall at any time be owned by the holder
or one more Subsidiaries of the holder. Unless expressly provided otherwise, all references herein and in any other Credit Document to any “Subsidiary” or “Subsidiaries” means a Subsidiary or Subsidiaries of the Borrower. 

“Superpriority Claim” means a claim against a Credit Party in any of the Chapter 11 Cases that is a superpriority
administrative expense claim having priority over any or all administrative expenses and other claims of the kind specified in, or otherwise arising or ordered under, any sections of the Bankruptcy Code (including, without limitation, sections 105,
326, 328, 330, 331, 503(b), 507(a), 507(b), 546(c) and/or 726 thereof), whether or not such claim or expenses may become secured by a judgment Lien or other non-consensual Lien, levy or attachment. 

“Supported QFC” has the meaning assigned to it in Section 9.25. 

“Swap Counterparty” means a Lender or an Affiliate of a Lender that has entered into a Hedging Arrangement with a Credit
Party as permitted by the terms of this Agreement. 
 “Swap Obligation” means, with respect to any Guarantor, any
obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1 a(47) of the Commodity Exchange Act. 

“Tax Group” has the meaning assigned to it in Section 4.13. 

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

“Termination Event” means (a) a Reportable Event with respect to a Plan, (b) the withdrawal of the Borrower or any
member of the Controlled Group from a Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as a termination under Section 4062(e)
of ERISA, (c) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041(c) of ERISA, (d) the institution of proceedings to terminate a Plan by the PBGC, (e) the
occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in liability to the Borrower, (f) the imposition of any liability under Title IV of ERISA,
other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any member of the Controlled Group, or (g) any other event or condition which constitutes grounds under Section 4042 of ERISA for
the termination of, or the appointment of a trustee to administer, any Plan. 
 “Term Loan Priority Collateral” means the
“Term Loan Priority Collateral” (as defined in the Intercreditor Agreement). 
 “Term SOFR” means the
forward-looking term rate based on SOFR that has been selected or recommended by the relevant Governmental Authority. 
 “Testing
Date” has the meaning assigned to such term in Section 6.20. 
 “Testing Period” has the
meaning assigned to such term in Section 6.20. 
 “Type” has the meaning set forth in
Section 1.4. 

  
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 “UCC” means the Uniform Commercial Code, as in effect in the State of New
York, as the same may be amended from time to time. 
 “Unadjusted Benchmark Replacement” means the Benchmark
Replacement excluding the Benchmark Replacement Adjustment; provided that, if the Unadjusted Benchmark Replacement as so determined would be less than zero, the Unadjusted Benchmark Replacement will be deemed to be zero for the purposes of
this Agreement. 
 “Unused Commitment” means, at any time and with respect to any Lender, the difference between the amount
of such Lender’s Commitment and the amount of such Lender’s Revolving Credit Exposure at such time. 
 “U.S.
Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code. 

“U.S. Special Resolution Regime” has the meaning set forth in Section 9.25. 

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 2.12(f)(ii)(B)(3). 

“Variance and Liquidity Report” means a
line-by-line report in a form reasonably satisfactory to the Required Lenders (a) detailing any variance (whether plus or minus and expressed as a
percentage) (x) between the actual aggregate cash expenses and disbursements other than Professional Fees made during the relevant Testing Period by the Borrower and its Subsidiaries against the projected aggregate cash expenses and
disbursements other than Professional Fees set forth in the Budget for the relevant Testing Period, (y) the actual total cash receipts received during the relevant Testing Period by the Borrower and its Subsidiaries against the projected total
cash receipts set forth in the Budget for the relevant Testing Period, and (z) the actual aggregate amount of Capital Expenditures made during the relevant Testing Period by the Borrower and its Subsidiaries against the projected aggregate
amount of Capital Expenditures set forth in the Budget for the relevant Testing Period, (b) certifying as to whether a Default has occurred since the last date on which a Variance and Liquidity Report was delivered and, if a Default has
occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (c) certifying that the Borrower has been in compliance with Section 6.16 and
Section 6.20 as required therein since the last date on which a Variance and Liquidity Report was delivered. 

“Voting Securities” means (a) with respect to any corporation, capital stock of the corporation having general voting
power under ordinary circumstances to elect directors of such corporation (irrespective of whether at the time stock of any other class or classes shall have or might have special voting power or rights by reason of the happening of any
contingency), (b) with respect to any partnership, any partnership interest or other ownership interest having general voting power to elect the general partner or other management of the partnership or other Person, and (c) with respect to any
limited liability company, membership certificates or interests having general voting power under ordinary circumstances to elect managers of such limited liability company. 

“Wisconsin Letter of Credit” means any letter of credit issued for the account of Credit Party for the benefit of the
Wisconsin Department of Natural Resources; provided that the aggregate amount of all Wisconsin Letters of Credit shall not exceed $1,275,768 at any time. 

“Withholding Agent” means any Credit Party and the Administrative Agent. 

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers
of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule. 

  
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 Section 1.2. Computation of Time Periods. In this Agreement in the computation
of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”. 

Section 1.3. Accounting Terms; Changes in GAAP. 

(a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basis
with those applied in the preparation of the Initial Financial Statements. 
 (b) Unless otherwise indicated, all financial statements of the
Borrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.1 shall be
based upon the consolidated accounts of the Borrower and its Subsidiaries in accordance with GAAP and consistent with the principles of consolidation applied in preparing the Initial Financial Statements. 

(c) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and
either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in
GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall
provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made
before and after giving effect to such change in GAAP. 
 (d) Notwithstanding any other provision contained herein, all terms of an
accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the
Borrower or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification
470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and
such Debt shall at all times be valued at the full stated principal amount thereof and (iii) in a manner such that any obligations relating to a lease that was accounted for by a Person as an operating lease as of the Effective Date (as defined
in the Existing Credit Agreement) in accordance with GAAP and any similar lease entered into after the Effective Date (as defined in the Existing Credit Agreement) by such Person shall be accounted for as obligations relating to an operating lease
and not as a Capital Lease; provided that, notwithstanding the foregoing, all financial statements of the Credit Parties with respect to operating leases shall be calculated as required by and in accordance with GAAP. 

Section 1.4. Types of Loans. Loans are distinguished by “Type”. The “Type” of a Loan refers to the
determination of whether such Loan is an ABR Loan or a Eurodollar Loan. 

  
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 Section 1.5. Miscellaneous. Article, Section, Schedule, and Exhibit references
are to this Agreement, unless otherwise specified. All references to instruments, documents, contracts, and agreements (including this Agreement) are references to such instruments, documents, contracts, and agreements as the same may be amended,
supplemented, and otherwise modified from time to time, unless otherwise specified and shall include all schedules and exhibits thereto unless otherwise specified. Any reference herein to any law shall be construed as referring to such law as
amended, modified, codified or reenacted, in whole or in part, and in effect from time to time. Any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained
herein). The words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term
“including” means “including, without limitation,”. Paragraph headings have been inserted in this Agreement as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of this
Agreement and shall not be used in the interpretation of any provision of this Agreement. Terms defined in the UCC which are not otherwise defined in this Agreement or in any other Credit Document, as applicable, are used herein and/or therein as
defined in the UCC. 
 Section 1.6. Divisions. For all purposes under the Credit Documents, in connection with any division or
plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it
shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence
by the holders of its Equity Interests at such time. 
 ARTICLE 2 

CREDIT FACILITIES 

Section 2.1. Commitments. 

(a) Commitment. Each Lender severally agrees, subject to the terms and conditions set forth in this Agreement, including without
limitation, entry of the Final DIP Order, to make Loans in Dollars to the Borrower from time to time on any Business Day during the period from the Effective Date until the Maturity Date, in an aggregate amount not to exceed such Lender’s
Commitment; provided that, in each case, after giving effect to such Loans, the sum of the aggregate outstanding amount of all Loans plus the Letter of Credit Exposure shall not exceed the Loan Limit. Within the limits of the Loan Limit and subject
to the terms and conditions set forth herein, the Borrower may from time to time borrow, prepay and reborrow Loans. 
 (b) Reduction of
the Commitments. The Borrower shall have the right, upon at least three Business Days’ irrevocable notice (which notice shall specify such election and the effective date thereof) to the Administrative Agent, to terminate in whole or reduce
in part the unused portion of the Commitments; provided that each partial reduction shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof. Any reduction or termination of the Commitments pursuant to
this Section 2.1(b) shall be applied ratably to each Lender’s Commitment and shall be permanent, with no obligation of the Lenders to reinstate such Commitments, and the applicable Commitment Fees shall thereafter be
computed on the basis of the Commitments, as so reduced. Notwithstanding the foregoing, the Borrower may (subject to payment to the Lenders of any applicable amounts under Section 2.9 hereof) rescind or postpone any notice
to terminate in whole the Commitments if such termination would have resulted from a refinancing of this Agreement, which refinancing shall not be consummated or shall otherwise be delayed. 

(c) Revolving Notes. The indebtedness of the Borrower to each Lender resulting from Loans owing to such Lender shall be evidenced by a
Revolving Note if so requested by such Lender. 

  
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 Section 2.2. Letters of Credit. 

(a) Commitment for Letters of Credit. Subject to the terms and conditions set forth in this Agreement, including, without limitation,
entry of the DIP Order, the Issuing Lenders agree in reliance upon the agreements of the other Lenders set forth in this Section 2.2, (i) that the Existing Letters of Credit shall be deemed issued under this Agreement on
and after the Effective Date and shall constitute Letters of Credit for all purposes hereunder and under the Credit Documents, (ii) from time to time on any Business Day on and after the Effective Date but prior to the entry of the Final Order,
to (x) renew or extend Existing Letters of Credit or replace an Existing Letter of Credit that has expired or terminated without being drawn, and (y) to issue the Wisconsin Letter(s) of Credit, in each case, in accordance with the Budget
and (iii) from time to time on any Business Day during the period from the beginning on the date of the entry of the Final Order until the fifth Business Day prior to the Scheduled Maturity Date, to issue, increase or extend the expiration date
of, Letters of Credit (including any Wisconsin Letter(s) of Credit issued prior to the entry of the Final Order), for the account of any Credit Party, provided that no Letter of Credit will be issued, increased, or extended: 

(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the
Letter of Credit Maximum Amount and (B) an amount equal to (1) the Facility Limit minus (2) the Aggregate Revolving Credit Exposure; 

(ii) unless such Letter of Credit has an expiration date not later than the earlier of (A) one year after its issuance or
extension and (B) five (5) Business Days prior to the Scheduled Maturity Date; provided that, (1) if the Commitments are terminated in whole pursuant to Section 2.1(b), the Borrower shall either
(y) deposit into the Cash Collateral Account cash in an amount equal to 105% of the Letter of Credit Exposure for the Letters of Credit which have an expiry date beyond the date the Commitments are terminated or (z) provide a replacement
letter of credit (or other security) reasonably acceptable to the Administrative Agent and the applicable Issuing Lender in an amount equal to 105% of the Letter of Credit Exposure, and (2) any such Letter of Credit with a one-year tenor may expressly provide for an automatic extension of one additional year so long as such Letter of Credit expressly allows the applicable Issuing Lender, at its sole discretion, to elect not to provide
such extension; provided that, in any event, such automatic extension may not result in an expiration date that occurs after the fifth Business Day prior to the Scheduled Maturity Date; 

(iii) unless such Letter of Credit is (A) a standby letter of credit not supporting the repayment of indebtedness for
borrowed money of any Person, or (B) with the consent of the applicable Issuing Lender and so long as the Borrower has agreed to such additional fees which may apply, a commercial letter of credit; 

(iv) unless such Letter of Credit is in form and substance acceptable to the applicable Issuing Lender in its reasonable
discretion; 
 (v) unless the Borrower has delivered to the applicable Issuing Lender a completed and executed Letter of
Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; 

(vi) unless such Letter of Credit is governed by (A) with respect to Commercial Letters of Credit, the Uniform Customs and
Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) with respect to Standby Letters of Credit, the International Standby Practices (ISP98), International Chamber of Commerce
Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the applicable Issuing Lender; 

  
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 (vii) if any order, judgment or decree of any Governmental Authority or
arbitrator shall by its terms purport to enjoin or restrain the applicable Issuing Lender from issuing such Letter of Credit, or any applicable requirement of law relating to such Issuing Lender or any request or directive (whether or not having the
force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance, increase or extension of letters of credit generally or such Letter of Credit in
particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Effective Date, or
shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Lender in good faith deems material to it; 

(viii) if the issuance of such Letter of Credit would violate one or more policies of the applicable Issuing Lender applicable
to letters of credit generally; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or
issued in connection therewith or in the implementation thereof, and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any
successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed not to be in effect on the Effective Date for purposes of clause (xi) below, regardless of
the date enacted, adopted, issued or implemented; 
 (ix) if Letter of Credit is to be denominated in a currency other than
Dollars; 
 (x) if any Lender is at such time a Defaulting Lender hereunder, unless the applicable Issuing Lender has entered
into satisfactory arrangements with the Borrower or such Lender to eliminate such Issuing Lender’s risk with respect to such Lender; 

(xi) the proceeds of which would be made available to any Person (A) to fund any activity or business of or with any
Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement; or 

(xii) if such Letter of Credit supports the obligations of any Person in respect of (A) a lease of real property, or
(B) an employment contract, in each case, if the applicable Issuing Lender reasonably determines that the Borrower’s obligation to reimburse any draws under such Letter of Credit may be limited. 

Each Existing Letter of Credit, as of the Effective Date, shall be a Letter of Credit deemed to have been issued pursuant to the Commitments and shall
constitute a portion of the Letter of Credit Exposure. 
 (b) Requesting Letters of Credit. Each Letter of Credit (other than the
Existing Letters of Credit which are deemed issued hereunder) shall be issued pursuant to a Letter of Credit Application given by the Borrower to the Administrative Agent and the applicable Issuing Lender by electronic mail or other writing prior to
9:00 am, Chicago time, at least three (3) Business Days prior to the proposed date of issuance for the Letter of Credit. Each Letter of Credit Application shall be fully completed and shall specify the information required therein, including
identifying the Letter of Credit to be amended, renewed or extended, 

  
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and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with the
requirements of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such
Issuing Lender, the Borrower also shall submit a letter of credit application on such Issuing Lender’s standard form in connection with any request for a Letter of Credit. Each Letter of Credit Application shall be irrevocable and binding on
the Borrower. Subject to the terms and conditions hereof, such Issuing Lender shall before 2:00 p.m. (Chicago, Illinois time) on the date of such Letter of Credit Application issue such Letter of Credit to the beneficiary of such Letter of Credit.
Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Lender shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding Letter of Credit Exposure in
respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Lender’s Issuing Lender Sublimit; provided that any Issuing Lender may agree in its sole discretion and in writing to issue, amend, renew
or extend a Letter of Credit in excess of its Issuing Lender Sublimit; provided, further that, for the avoidance of doubt, (i) any such agreement shall not be deemed to increase such Issuing Lender’s Issuing Lender Sublimit
and shall be made on a case-by-case basis without any consideration to previous agreements pursuant to the first proviso of this sentence with respect to the applicable
Letter of Credit (in the case of an amendment, renewal or extension) or otherwise, (ii) no Lender’s Revolving Credit Exposure shall exceed its Commitment, (iii) the Aggregate Revolving Credit Exposure shall not exceed the Aggregate
Commitments and (iv) the Letter of Credit Exposure shall not exceed the Letter of Credit Maximum Amount. Any Letter of Credit so issued by an Issuing Lender in excess of its individual Issuing Lender Sublimit then in effect shall nonetheless
constitute a Letter of Credit for all purposes of the Credit Agreement, and shall not affect the Issuing Lender Sublimit of any other Issuing Lender, subject to the limitations on the aggregate Letter of Credit Exposure set forth
Section 2.2(a)(i). 
 (c) Reimbursements for Letters of Credit; Funding of Participations. 

(i) If an Issuing Lender shall make any Letter of Credit Disbursement in respect of a Letter of Credit, the Borrower shall
reimburse such Letter of Credit Disbursement by paying to the Administrative Agent an amount equal to such Letter of Credit Disbursement (i) not later than 11:00 a.m., Chicago time, on the date that such Letter of Credit Disbursement is made,
if the Borrower shall have received notice of such Letter of Credit Disbursement prior to 9:00 a.m., Chicago time, on such date, or, (ii) if such notice has not been received by the Borrower prior to such time on such date, then not later than
11:00 a.m., Chicago time, on (A) the Business Day that the Borrower receives such notice, if such notice is received prior to 9:00 a.m., Chicago time, on the day of receipt, or (B) the Business Day immediately following the day that the
Borrower receives such notice, if such notice is not received prior to such time, on the day of receipt. Upon the applicable Issuing Lender’s demand for payment under the terms of a Letter of Credit Application, the Borrower may, with a written
notice, request that the Borrower’s obligations to such Issuing Lender thereunder be satisfied with the proceeds of an ABR Loan in the same amount (notwithstanding any minimum size or increment limitations on individual Loans). If the Borrower
does not make such request and does not otherwise make the payments demanded by such Issuing Lender as required under this Agreement or the Letter of Credit Application, then the Borrower shall be deemed for all purposes of this Agreement to have
requested such a Loan in the same amount and the transfer of the proceeds thereof to satisfy the Borrower’s obligations to such Issuing Lender, and the Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the
Lenders to make such Loan, to transfer the proceeds thereof to such Issuing Lender in satisfaction of such obligations, and to record and otherwise treat such payments as a Loan to the Borrower. The Administrative Agent and each Lender may record
and otherwise treat the making of such Revolving Borrowings as the making of a Revolving Borrowing to the Borrower under this Agreement as if requested by the Borrower. Nothing herein is intended to release any of the


  
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Borrower’s obligations under any Letter of Credit Application, but only to provide an additional method of payment therefor. The making of any Revolving Borrowing under this
Section 2.2(c) shall not constitute a cure or waiver of any Default, other than the payment Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by the Borrower’s failure to
comply with the provisions of this Agreement or the Letter of Credit Application. 
 (ii) Each Lender (including the Lenders
acting as Issuing Lenders) shall, upon notice from the Administrative Agent that the Borrower has requested or is deemed to have requested a Loan pursuant to Section 2.2(c)(i) and regardless of whether (A) the
conditions in Section 3.2 have been met, (B) such notice complies with Section 2.3(b), or (C) a Default exists, make funds available to the Administrative Agent for the account of the
applicable Issuing Lender in an amount equal to such Lender’s Pro Rata Share of the amount of such Loan not later than 11:00 a.m., Chicago, Illinois time, on the Business Day specified in such notice by the Administrative Agent, whereupon each
Lender that so makes funds available shall be deemed to have made a Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to such Issuing Lender. 

(iii) If any such Lender shall not have so made its Loan available to the Administrative Agent pursuant to this
Section 2.2. such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the lesser of (A) the Federal Funds Effective Rate for such day for the first three days and
thereafter the interest rate applicable to the Loan and (B) the Maximum Rate. Whenever, at any time after the Administrative Agent has received from any Lender such Lender’s Loan, the Administrative Agent receives any payment on account
thereof, the Administrative Agent will pay to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Loan was outstanding and
funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Lender’s obligation to make the Loan pursuant to this
Section 2.2 shall be absolute and unconditional and shall not be affected by any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right which
such Lender or any other Person may have against any Issuing Lender, the Administrative Agent or any other Person for any reason whatsoever; (2) the occurrence or continuance of a Default or the termination of the Commitments; (3) any
breach of this Agreement by any Credit Party or any other Lender; or (4) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. 

(d) Participations. Upon the date of the issuance or increase of a Letter of Credit, the applicable Issuing Lender shall be deemed to
have sold to each other Lender and each other Lender shall have been deemed to have purchased from such Issuing Lender a participation in the related Letter of Credit Obligations equal to such Lender’s Pro Rata Share at such date and such sale
and purchase shall otherwise be in accordance with the terms of this Agreement. The applicable Issuing Lender shall promptly notify each such participant Lender by electronic mail or telephone of each Letter of Credit issued or increased and the
actual dollar amount of such Lender’s participation in such Letter of Credit. 
 (e) Obligations Unconditional. The obligations
of the Borrower under this Agreement in respect of each Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, notwithstanding the following
circumstances: 
 (i) any lack of validity or enforceability of any Letter of Credit Documents or this Agreement, or any term
or provision therein or herein; 

  
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 (ii) any amendment or waiver of or any consent to departure from any Letter
of Credit Documents; 
 (iii) the existence of any claim, set-off, defense or other
right which any Credit Party may have at any time against any beneficiary or transferee of such Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), any Issuing Lender, any Lender or any other person
or entity, whether in connection with this Agreement, the transactions contemplated in this Agreement or in any Letter of Credit Documents or any unrelated transaction; 

(iv) any statement or any other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or inaccurate in any respect to the extent any Issuing Lender would not be liable therefor pursuant to Section 2.2(g); 

(v) payment by any Issuing Lender under such Letter of Credit against presentation of a draft or certificate which does not
comply with the terms of such Letter of Credit; or 
 (vi) any other event or circumstance whatsoever, whether or not similar
to any of the foregoing, that might, but for the provisions of this Section 2.2(e), constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder; 

provided, however, that nothing contained in this paragraph (e) shall be deemed to constitute a waiver of any remedies of the Borrower in
connection with the Letters of Credit. 
 (f) Prepayments of Letters of Credit. In the event that any Letter of Credit shall be
outstanding or shall be drawn and not reimbursed on or prior to the fifth Business Day prior to the Scheduled Maturity Date, the Borrower shall pay to the Administrative Agent an amount equal to 105% of the Letter of Credit Exposure allocable to
such Letter of Credit, such amount to be due and payable on the fifth Business Day prior to the Scheduled Maturity Date, and to be held in the Cash Collateral Account and applied in accordance with paragraph (h) below. 

(g) Liability of Issuing Lenders. The Borrower assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter
of Credit with respect to its use of such Letter of Credit. None of the Administrative Agent, the Lenders, nor any Issuing Lender nor any of their Related Parties shall have any liability or responsibility by reason of or in connection with: 

(i) the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of
any of the circumstances referred to in the preceding sentence) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder); 
 (ii) any error in interpretation of technical terms or any consequence
arising from causes beyond the control of any Issuing Lender; 
 (iii) the use which may be made of any Letter of Credit or
any acts or omissions of any beneficiary or transferee in connection therewith; 
 (iv) the validity, sufficiency or
genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged (including, for the avoidance of doubt, in connection with the Administrative
Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page); 

  
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 (v) payment by any Issuing Lender against presentation of documents which do
not comply with the terms of a Letter of Credit, including failure of any documents to bear any reference or adequate reference to the relevant Letter of Credit; or 

(vi) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit (including any Issuing
Lender’s own negligence), 
 except that the Borrower shall have a claim against an Issuing Lender, and such Issuing Lender shall be liable to, and
shall promptly pay to, the Borrower, to the extent of any direct, as opposed to consequential, damages suffered by the Borrower which the Borrower proves were caused by (A) such Issuing Lender’s willful misconduct or gross negligence in
determining whether documents presented under a Letter of Credit comply with the terms of such Letter of Credit or (B) such Issuing Lender’s willful failure to make lawful payment under any Letter of Credit after the presentation to it of
a draft and certificate strictly complying with the terms and conditions of such Letter of Credit. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Lender (as finally
determined by a court of competent jurisdiction), such Issuing Lender shall be deemed to have exercised care in each such determination. In furtherance and not in limitation of the foregoing, such Issuing Lender may either accept and make payment
upon documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make
payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. 
 (h) Cash Collateral
Account. 
 (i) If the Borrower is required to deposit funds in the Cash Collateral Account pursuant to Sections
2.2(a)(ii), 2.2(f), 2.2(h)(iv), 2.2(i), 2.4(c), 2.14, or 7.2(b) or any other provision under this Agreement, then the Borrower and the Administrative Agent shall establish the Cash Collateral Account
(which may be a Cash Collateral Account under the Existing Credit Agreement) and the Borrower shall execute any documents and agreements, including the Administrative Agent’s standard form assignment of deposit accounts, that the Administrative
Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent an Acceptable Security Interest in such account and the funds therein. The Borrower hereby pledges to the Administrative Agent and
grants the Administrative Agent a security interest in the Cash Collateral Account, whenever established, and all funds held in the Cash Collateral Account from time to time, and all proceeds thereof as security for the payment of the Secured
Obligations. 
 (ii) Funds held in the Cash Collateral Account shall be held as cash collateral for obligations with respect
to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Lenders to any reimbursement or other obligations under Letters of Credit that exist or occur. To the extent that any surplus funds are held in the
Cash Collateral Account above the Letter of Credit Exposure during the existence of an Event of Default the Administrative Agent may (A) hold such surplus funds in the Cash Collateral Account as cash collateral for the Secured Obligations or
(B) apply such surplus funds to any Secured Obligations in any manner directed by the Required Lenders. If no Default exists, the Administrative Agent shall release any surplus funds held in the Cash Collateral Account above the Letter of
Credit Exposure to the Borrower at the Borrower’s written request. 

  
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 (iii) Funds held in the Cash Collateral Account may be invested in Liquid
Investments maintained with, and under the sole dominion and control of, the Administrative Agent or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no obligation to
make any investment of the funds therein. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are
accorded treatment substantially equivalent to that which the Administrative Agent accords its own property, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights
against any parties with respect to any such funds. 
 (iv) If any Event of Default shall occur and be continuing, on the
Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, the Required Lenders) demanding the deposit of cash collateral pursuant to this paragraph,
the Borrower shall (A) establish a deposit account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders (the “Cash Collateral Account”), (B) execute any documents and
agreements, including the Administrative Agent’s standard form assignment of deposit accounts, that the Administrative Agent requests in connection therewith to establish the Cash Collateral Account and grant the Administrative Agent an
Acceptable Security Interest in such account and the funds therein including and (C) deposit into the Cash Collateral Account an amount in cash equal to 105% of the amount of the Letter of Credit Exposure as of such date plus accrued and unpaid
interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured
Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Cash Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the Cash
Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent
and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the Cash Collateral Account. Moneys in the Cash Collateral Account shall be applied by the
Administrative Agent to reimburse one or both Issuing Lenders for Letter of Credit Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the
Borrower for the Letter of Credit Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Required Lenders), be applied to satisfy other Secured Obligations. If the Borrower is required to
provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all such Events of
Default have been cured or waived as confirmed in writing by the Administrative Agent. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and shall be deemed to
have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own property, it being understood that the Administrative Agent shall not have any responsibility for taking
any necessary steps to preserve rights against any parties with respect to any such funds. 
 (v) Notwithstanding the
foregoing or anything to the contrary contained herein, so long as (A) no Default has occurred and is continuing and (B) Availability exceeds $1,000,000 for the immediately preceding twenty-eight (28) consecutive days, then subject to
Borrower’s delivery of a pro forma Borrowing Base Certificate, Borrower may request that Eligible Cash in an amount equal to the lowest amount by which Availability exceeded $1,000,000 in the immediately preceding twenty-eight
(28) consecutive days be transferred to another Controlled Account of the Credit Parties that is not fully-blocked, it being understood that upon such transfer, Eligible Cash shall be reduced by the amount of such transferred cash. Upon such
request, the Administrative Agent shall promptly transfer such cash as directed by the Borrower. 

  
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 (i) Defaulting Lender. If, at any time, a Defaulting Lender exists hereunder, then,
at the request of the Issuing Lenders subject to Section 2.14(c), the Borrower shall deposit funds with Administrative Agent into the Cash Collateral Account an amount equal to such Defaulting Lender’s Pro Rata Share
of the Letter of Credit Exposure. 
 (j) Letters of Credit Issued for Guarantors or any Subsidiary. Notwithstanding that a Letter of
Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Guarantor or any Subsidiary, the Borrower shall be obligated to reimburse any Issuing Lender hereunder for any and all drawings under such Letter
of Credit issued hereunder by any Issuing Lender. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of any Guarantor, the Borrower or any Subsidiary inures to the benefit of the Borrower, and that the
Borrower’s business (indirectly or directly) derives substantial benefits from the businesses of such other Persons. 
 (k)
Disbursement Procedures. The applicable Issuing Lender shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Such Issuing Lender shall promptly notify the
Administrative Agent and the Borrower by telephone (confirmed by facsimile) of such demand for payment and whether such Issuing Lender has made or will make an Letter of Credit Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Lender and the Lenders with respect to any such Letter of Credit Disbursement. 

(l) Interim Interest. If any Issuing Lender shall make any Letter of Credit Disbursement, then, unless the Borrower shall reimburse such
Letter of Credit Disbursement in full on the date such Letter of Credit Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such Letter of Credit Disbursement is made to but excluding the
date that the Borrower reimburses such Letter of Credit Disbursement, at the rate per annum then applicable to ABR Loans and such interest shall be due and payable on the date when such reimbursement is payable; provided that, if the Borrower
fails to reimburse such Letter of Credit Disbursement when due pursuant to Section 2.2(c), then Section 2.7(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of
such Issuing Lender, except that interest accrued on and after the date of payment by any Lender pursuant to Section 2.2(c) to reimburse such Issuing Lender shall be for the account of such Lender to the extent of such
payment. 
 Section 2.3. Loans. 

(a) Generally. 

(i) Each Loan shall be made as part of a Revolving Borrowing consisting of Loans made by the Lenders ratably in accordance with
their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be
responsible for any other Lender’s failure to make Loans as required. 
 (ii) Subject to
Section 2.16, each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any
domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. 

  
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 (iii) Each Revolving Borrowing shall (i) if comprised of ABR Loans be
in an aggregate amount not less than $500,000 and in integral multiples of $50,000 in excess thereof; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Loan Limit or that
is required to finance the reimbursement of an Letter of Credit Disbursement as contemplated by Section 2.2(c)(i), (ii) at the commencement of each Interest Period for any Eurodollar Revolving Borrowing, if comprised of
Eurodollar Loans be in an aggregate amount not less than $1,000,000 and in integral multiples of $500,000 in excess thereof, and (iii) consist of Loans of the same Type made on the same day by the Lenders ratably according to their respective
Commitments. Revolving Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of seven (7) Eurodollar Revolving Borrowings outstanding. 

(iv) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to
convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. 
 (b)
Notice. Each Revolving Borrowing, shall be made pursuant to the applicable Notice of Borrowing submitted by the Borrower to the Administrative Agent not later than (i) 10:00 a.m. (Chicago, Illinois time) on the third Business Day before the
date of the proposed Revolving Borrowing, in the case of a Eurodollar Loan or (ii) 10:00 a.m. (Chicago, Illinois time) on the Business Day on the date of the proposed Revolving Borrowing, in the case of a ABR Loan, by the Borrower to the
Administrative Agent, which shall give to each Lender prompt notice of such proposed Revolving Borrowing, by electronic mail. Each Notice of Borrowing shall be submitted by electronic mail, specifying (A) the requested date of such Revolving
Borrowing, which shall be a Business Day, (B) the requested Type of Loans comprising such Revolving Borrowing, (C) the aggregate amount of such Revolving Borrowing, (D) if such Revolving Borrowing is to be comprised of Eurodollar
Loans, the requested Interest Period to be applicable to each such Loan, which shall be a period contemplated by the definition of the term “Interest Period”, and (E) that the intended use of proceeds of such Borrowing are in
accordance with the Budget. Each Lender shall, before 12:00 p.m. (Chicago, Illinois time) on the date of such Revolving Borrowing (or, in the case of Revolving Borrowings on the Effective Date, 2:00 p.m. (Chicago, Illinois time)), make available for
the account of its applicable Lending Office to the Administrative Agent at its address referred to in Section 9.9 or such other location as the Administrative Agent may specify by notice to the Lenders, solely by wire
transfer of immediately available funds, such Lender’s Pro Rata Share of such Revolving Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 3,
except in respect of the provisions of this Agreement covering the reimbursement of Letters of Credit, the Administrative Agent will make such Loans available to the Borrower by promptly crediting the funds so received in the aforesaid account of
the Administrative Agent to an account of the Borrower maintained with the Administrative Agent in Houston, Texas and designated by the Borrower in the applicable Notice of Borrowing; provided that ABR Loans made to finance the
reimbursement of an Letter of Credit Disbursement as provided in Section 2.2(c) shall be remitted by the Administrative Agent to the applicable Issuing Lender. 

(c) Conversions and Continuations. In order to elect to Convert or continue a Loan under this paragraph, the Borrower shall deliver an
irrevocable Notice of Continuation or Conversion to the Administrative Agent at the Administrative Agent’s office no later than 11:00 a.m. (Chicago, Illinois time) (i) on the Business Day before the date of the proposed conversion date in
the case of a Conversion to a ABR Loan and (ii) at least three Business Days in advance of the proposed Conversion or continuation date in the case of a Conversion to, or a continuation of, a Eurodollar Loan. Each such Notice of Continuation


  
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or Conversion shall be in writing or by electronic mail, specifying (A) the requested Conversion or continuation date (which shall be a Business Day), (B) the amount and Type of the Loan to
be Converted or continued, (C) whether a Conversion or continuation is requested and, if a Conversion, into what Type of Loan, and (D) in the case of a Conversion to, or a continuation of, a Eurodollar Loan, the requested Interest Period.
Promptly after receipt of a Notice of Conversion or Continuation under this paragraph, the Administrative Agent shall provide each Lender with a copy thereof and, in the case of a Conversion to or a continuation of a Eurodollar Loan, notify each
Lender of the applicable interest rate under Section 2.7(b). The portion of Loans comprising part of the same Revolving Borrowing that are Converted to Loans of another Type shall constitute a new Revolving Borrowing. If
the Borrower fails to deliver a timely Notice of Continuation or Conversion with respect to a Eurodollar Revolving Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Revolving Borrowing is repaid as provided
herein, at the end of such Interest Period such Revolving Borrowing shall be converted to an ABR Revolving Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative
Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Revolving Borrowing may be converted to or continued as a Eurodollar Revolving Borrowing and
(ii) unless repaid, each Eurodollar Revolving Borrowing shall be converted to an ABR Revolving Borrowing at the end of the Interest Period applicable thereto. 

(d) Certain Limitations. 

(i) Notwithstanding anything in paragraphs (a) and (b) above, at no time shall there be more than seven
Interest Periods applicable to outstanding Eurodollar Loans; 
 (ii) the Borrower may not select Eurodollar Loans for any
Revolving Borrowing at any time when an Event of Default has occurred and is continuing; 
 (iii) if any Lender shall notify
the Administrative Agent that any Change in Law makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its applicable Lending Office to perform its obligations under this Agreement
to make Eurodollar Loans or to fund or maintain Eurodollar Loans, (A) the obligation of such Lender to make such Eurodollar Loan as part of the requested Revolving Borrowing or for any subsequent Revolving Borrowing shall be suspended until
such Lender shall notify the Borrower that the circumstances causing such suspension no longer exist and such Lender’s portion of such requested Revolving Borrowing or any subsequent Revolving Borrowing of Eurodollar Loans shall be made in the
form of a ABR Loan, and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation would
avoid the effect of this paragraph and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender; 

(iv) if the Required Lenders shall notify the Administrative Agent that the LIBO Rate for Eurodollar Loans comprising such
Revolving Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Loans, as the case may be, for such Revolving Borrowing, the right of the Borrower to select Eurodollar Loans for such
Revolving Borrowing or for any subsequent Revolving Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Loan comprising such
Revolving Borrowing shall be an ABR Loan; and 
 (v) if the Borrower shall fail to select the duration or continuation of any
Interest Period for any Eurodollar Loans in accordance with the provisions contained in the definition of Interest Period in Section 1.1 and paragraph (b) above, the Administrative Agent will forthwith so notify
the Borrower and the Lenders and such Loans will be made available to the Borrower on the date of such Revolving Borrowing as Eurodollar Loans with an Interest Period duration of one month or, in the case of continuation of an existing Loan, Convert
into ABR Loans. 

  
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 (e) Notices Irrevocable. Each Notice of Borrowing and Notice of Continuation or
Conversion delivered by the Borrower hereunder, including its deemed request for borrowing made under Section 2.2(c), shall be irrevocable and binding on the Borrower. 

(f) Administrative Agent Reliance. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date
of any Revolving Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Revolving Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in
accordance with this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Revolving Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made
available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included
in such Revolving Borrowing. 
 Section 2.4. Prepayments. 

(a) Right to Prepay; Ratable Prepayment. The Borrower shall have no right to prepay any principal amount of any Loan except as provided
in this Section 2.4 and all notices given pursuant to this Section 2.4 shall, except as provided in this Section 2.4, be irrevocable and binding upon the Borrower. Each
payment of any Loan pursuant to this Section 2.4 shall be made in a manner such that all Loans comprising part of the same Revolving Borrowing are paid in whole or ratably in part other than Loans owing to a Defaulting
Lender as provided in Section 2.14. 
 (b) Optional. The Borrower may elect to prepay any of the Loans
without penalty or premium except as set forth in Section 2.9 and after giving by 10:00 a.m. (Chicago, Illinois time) (i) in the case of Eurodollar Loans, at least three Business Days’ or (ii) in case of ABR
Loans, one Business Day’s prior written notice to the Administrative Agent stating the proposed date and aggregate principal amount of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the
principal amount of each Revolving Borrowing or portion thereof to be prepaid. Notwithstanding the foregoing, the Borrower may (subject to payment to the Lenders of any applicable amounts under Section 2.9 hereof)
rescind or postpone any notice to prepay any Loans if such repayment would have resulted from a refinancing of this Agreement, which refinancing shall not be consummated or shall otherwise be delayed. Promptly following receipt of any such notice
relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Revolving Borrowing. Prepayments
shall be accompanied by accrued interest to the extent required by Section 2.7 and any break funding payments required by Section 2.9. If any such notice is given, the Borrower shall prepay Loans
comprising part of the same Revolving Borrowing in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice, together with accrued interest to the date of such prepayment on the principal amount prepaid
and amounts, if any, required to be paid pursuant to Section 2.9 as a result of such prepayment being made on such date; provided that (A) each optional prepayment of Eurodollar Loans shall be in a minimum amount not
less than $500,000 and in multiple integrals of $100,000 in excess thereof 

  
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and (B) each optional prepayment of ABR Loans shall be in a minimum amount not less than $500,000 and in multiple integrals of $50,000 in excess thereof. Notwithstanding the foregoing, the
Borrower may (subject to payment to the Lenders of any applicable amounts under Section 2.9 hereof) rescind or postpone any notice of prepayment under this Section 2.4(b) if such prepayment would
have resulted from a refinancing of this Agreement, which refinancing shall not be consummated or shall otherwise be delayed. 
 (c)
Mandatory. 
 (i) On any date that (A)(1) the sum of the outstanding principal amount of all Loans plus the Letter of
Credit Exposure exceeds (2) the Facility Limit or (B)(1) the sum of the principal amount of all Loans exceeds (2) the Loan Limit, as notified to the Borrower by the Administrative Agent (with such calculation set forth in reasonable detail
which shall be conclusive absent manifest error), the Borrower shall, within one Business Day, to the extent of such excess, first prepay to the Lenders on a pro rata basis the outstanding principal amount of the Loans, and second make deposits into
the Cash Collateral Account to provide cash collateral in the amount of such excess for the Letter of Credit Exposure. 

(ii) If any Credit Party receives any Net Cash Proceeds in respect of any Prepayment Event, then the Borrower shall, no later
than three Business Days following the receipt thereof, apply (A) in respect of any sale, transfer or other disposition of ABL Priority Collateral or receipt of Net Cash Proceeds in connection with a Casualty Event involving ABL Priority
Collateral, an amount equal to 100% of such Net Cash Proceeds first to prepay to the Lenders on a pro rata basis the outstanding principal amount of the Loans, and second to make deposits into the Cash Collateral Account to provide cash collateral
up to the amount of such Letter of Credit Exposure and, in each case, if any such ABL Priority Collateral was included in the calculation of the Borrowing Base, the Borrower shall deliver a Borrowing Base Certificate including pro forma adjustments
for such sale and/or Casualty Event concurrently with the making of any prepayment required by this Section 2.4(c)(ii) and (B) in respect of any other Prepayment Event, an amount equal to 100% of such Net Cash Proceeds
that were not used to prepay the DIP Term Loan Facility. 
 (d) Interest; Costs. Each prepayment pursuant to this
Section 2.4 shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.9 as a result of such
prepayment being made on such date. 
 Section 2.5. Repayment of Loans; Evidence of Debt. 

(a) The Borrower hereby unconditionally promises to (i) pay to the Administrative Agent for the account of each Lender the then unpaid
principal amount of each Loan on the Maturity Date and (ii) and the cash collateralize all outstanding Letters of Credit in an amount equal to 105% of the Letter of Credit Exposure for such Letters of Credit and subject to documentation
reasonably satisfactory to the Issuing Lenders on the Maturity Date. Upon the Maturity Date of any of the Secured Obligations under this Agreement or any of the other Credit Documents, the Lenders shall be entitled to immediate payment and cash
collateralization of such Secured Obligations without further application to or order of the Bankruptcy Court. 
 (b) Each Lender shall
maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such
Lender from time to time hereunder. 

  
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 (c) The Administrative Agent shall maintain accounts in which it shall record (i) the
amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and
(iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. 

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section 2.5 shall
be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect
the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. 
 Section 2.6. Fees. 

(a) Commitment Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall
accrue at the rate of 0.50% per annum on the daily amount of the aggregate Unused Commitment of each Lender (determined for each calendar month as of the end of each such calendar month) during the period from and including the Effective Date
to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount
of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility fees accrued through and including
the last day of each calendar month shall be payable in arrears commencing, with respect to such fees accrued through and including the last day of the first calendar month ending after the Effective Date, on the first Business Day of each calendar
month and on the date on which the Commitments terminate; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360
days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 
 (b) Fees for
Letters of Credit. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used
to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s Letter of Credit Exposure (excluding any portion thereof attributable to unreimbursed Letter of Credit Disbursements) during the period
from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any Letter of Credit Exposure, and (ii) to the applicable Issuing
Lender (A) a fronting fee to be agreed by the Borrower and the applicable Issuing Lender on the face amount of each Letter of Credit issued by such Issuing Lender, together with (B) the applicable Issuing Lender’s standard
documentary, processing, administrative, issuance, amendment and negotiation fees in connection with Letters of Credit, during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments
and the date on which there ceases to be any Letter of Credit Exposure, as well as such Issuing Lender’s standard fees with respect to the renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and
fronting fees accrued through and including the last day of each calendar month shall be payable in arrears commencing, with respect to such fees accrued through and including the last day of the first calendar month ending after the Effective Date,
on the first Business Day of each calendar month; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on
demand. Any other fees payable to the any Issuing Lender pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day but excluding the last day). 

  
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 (c) All fees payable hereunder shall be paid on the dates due, in immediately available
funds, to the Administrative Agent (or to any Issuing Lender, as the case may be) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances. 

(d) Fee Letter. The Borrower agrees to pay the fees as set forth in the Fee Letter. 

Section 2.7. Interest. 

(a) ABR Loans. Each ABR Loan shall bear interest at the Alternate Base Rate in effect from time to time plus the Applicable Margin for
ABR Loans for such period. The Borrower shall pay to Administrative Agent for the ratable account of each Lender all accrued but unpaid interest on such Lender’s Loans which are ABR Loans on the applicable Interest Payment Date. 

(b) Eurodollar Loans. Each Eurodollar Loan shall bear interest during its Interest Period equal to at all times the LIBO Rate for such
Interest Period plus the Applicable Margin for Eurodollar Loans for such period. The Borrower shall pay to the Administrative Agent for the ratable account of each Lender all accrued but unpaid interest on each of such Lender’s Eurodollar Loans
on the applicable Interest Payment Date. 
 (c) [Reserved]. 

(d) Default Rate. Notwithstanding the foregoing, (i) upon the occurrence and during the continuance of an Event of Default, all
Obligations shall bear interest, after as well as before judgment, at the Default Rate. Interest accrued pursuant to this Section 2.7(d) and all interest accrued but unpaid on or after the Maturity Date shall be due and
payable on demand, and if no express demand is made, then due and payable on the otherwise required interest payment dates hereunder. 

Section 2.8. Illegality. If any Lender shall notify the Borrower that any Change in Law makes it unlawful, or that any central
bank or other Governmental Authority asserts that it is unlawful, for such Lender or its applicable Lending Office to perform its obligations under this Agreement to make, maintain, or fund any Eurodollar Loans of such Lender then outstanding
hereunder, (a) all Eurodollar Loans of such Lender that are then the subject of any Notice of Borrowing and that cannot be lawfully funded shall be funded as ABR Loans of such Lender, (b) all Eurodollar Loans of such Lender shall be
Converted automatically to ABR Loans of such Lender on the respective last days of the then current Interest Periods with respect to such Eurodollar Loans or within such earlier period as required by such change in circumstances, and (c) the
right of the Borrower to select Eurodollar Loans from such Lender for any subsequent Revolving Borrowing shall be suspended until such Lender shall notify the Borrower that the circumstances causing such suspension no longer exist. Each Lender
agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation would avoid the effect of this paragraph and would
not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. 
 Section 2.9. Breakage Costs. In
the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than
on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be
revoked under 

  
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Section 2.4(b) and is revoked in accordance therewith) or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by the Borrower pursuant to Section 2.13, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had
such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert
or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid,
at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to
this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. 

Section 2.10. Increased Costs. 

(a) Eurodollar Loans. If any Change in Law shall: 

(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory
loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or Issuing Lender; 

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Connection Income Taxes and
(C) Taxes described in Clauses (b) through (d) of the definition of Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital
attributable thereto; 
 (iii) impose on any Lender or Issuing Lender or the London interbank market any other condition,
cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or 

(iv) impose on financial institutions generally, including such Lender (or its applicable Lending Office), or on the London
interbank market any other condition affecting this Agreement or its Revolving Notes or any of such extensions of credit or liabilities or commitments; 

(v) and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making,
continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, such Issuing Lender or such other Recipient of participating in, issuing or maintaining any Letter of
Credit or to reduce the amount of any sum received or receivable by such Lender, such Issuing Lender or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, such Issuing Lender or
such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such Issuing Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered. 

  
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 (b) Capital Adequacy. If any Lender or Issuing Lender determines that any Change in
Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Lender’s capital or on the capital of such Lender’s or Issuing Lender’s holding company, if
any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Lender, to a level below that which such Lender or Issuing Lender or such
Lender’s or Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Lender’s policies and the policies of such Lender’s or Issuing Lender’s
holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Lender or
such Lender’s or Issuing Lender’s holding company for any such reduction suffered. 
 (c) Mitigation. Each Lender shall
promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 2.10 and will
designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender, be otherwise disadvantageous to it and the Borrower hereby agrees
to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation. Any Lender claiming compensation under this Section 2.10 shall furnish to the Borrower and the Administrative Agent a
statement setting forth the additional amount or amounts to be paid to it hereunder which shall be determined by such Lender in good faith and which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may
use any reasonable averaging and attribution methods. 
 (d) Delay in Requests. Failure or delay on the part of any Lender or Issuing
Lender to demand compensation pursuant to this Section 2.10 shall not constitute a waiver of such Lender’s or such Issuing Lender’s right to demand such compensation, provided that the Borrower shall not be
required to compensate a Lender or Issuing Lender pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender or Issuing Lender, as the case
may be, notifies the Borrower and the Administrative Agent of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Lender’s intention to claim compensation therefor (except that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof). 

(e) A certificate of a Lender or Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or Issuing Lender or
its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.10 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such
Lender or Issuing Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. 

Section 2.11. Payments and Computations. 

(a) Payments. All payments of principal, interest, and other amounts to be made by the Borrower under this Agreement and other Credit
Documents shall be made to the Administrative Agent in Dollars and in immediately available funds, without setoff, deduction, or counterclaim; provided that, the Borrower may setoff amounts owing to any Lender that is at such time a Defaulting
Lender against Loans that such Defaulting Lender failed to fund to the Borrower under this Agreement (the “Unfunded Loans”) so long as (i) the Borrower shall have delivered prior written notice of such setoff to the
Administrative Agent and such Defaulting Lender, (ii) the Loans made by the Non-Defaulting Lenders as part of the original Revolving Borrowing to which the Unfunded Loans applied shall still be
outstanding, (iii) if such Defaulting Lender failed to fund Loans under more than one Revolving Borrowing, such setoff shall be applied in a manner satisfactory to the Administrative Agent, and (iv) upon the application of such setoff, the
Unfunded Loans shall be deemed to have been made by such Defaulting Lender on the effective date of such setoff. 

  
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 (b) Payment Procedures. The Borrower shall make each payment under this Agreement and
under the Revolving Notes not later than 1:00 p.m. (Chicago, Illinois time) on the day when due in Dollars to the Administrative Agent at the location referred to in the Revolving Notes (or such other location as the Administrative Agent shall
designate in writing to the Borrower) in same day funds. The Administrative Agent will promptly thereafter, and in any event prior to the close of business on the day any timely payment is made, cause to be distributed like funds relating to the
payment of principal, interest or fees ratably (other than amounts payable solely to the Administrative Agent or a specific Lender pursuant to Sections 2.8. 2.9, 2.10, 2.12, 2.13, and 9.2 and such other
provisions herein which expressly provide for payments to a specific Lender, but after taking into account payments effected pursuant to Section 9.1) in accordance with each Lender’s Pro Rata Share to the Lenders for
the account of their respective applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its applicable Lending Office, in each case to be applied in accordance
with the terms of this Agreement. Upon receipt of other amounts due solely to the Administrative Agent, a specific Issuing Lender or a specific Lender, the Administrative Agent shall distribute such amounts to the appropriate party to be applied in
accordance with the terms of this Agreement. 
 (c) Non Business Day Payments. Whenever any payment shall be stated to be due on a day
other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided that if such
extension would cause payment of interest on or principal of Eurodollar Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. 

(d) Computations. All computations of interest for ABR Loans based upon the Alternate Base Rate shall be made by the Administrative
Agent on the basis of a year of 365/366 days and all computations of all other interest and fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day, but
excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent of an amount of interest or fees shall be conclusive and binding for all purposes, absent manifest error.

 (e) Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set off, or otherwise) on account of the Loans made by it in excess of its ratable share of payments on account of the Loans or Letter of Credit Obligations obtained by the Lenders (other than as a result of a termination of a Defaulting
Lender’s Commitment under Section 2.14, the setoff right of the Borrower under clause (a) above, or the non-pro rata application of payments provided in the last sentence of
this clause (e)), such Lender shall notify the other Lenders and forthwith purchase from the other Lenders such participations in the Loans made by it or the Letter of Credit Obligations held by it as shall be necessary to cause such purchasing
Lender to share the excess payment ratably with the other Lenders; provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from the other Lenders shall be rescinded and each such
Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender’s ratable share, but without interest. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this
Section 2.11(e) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set off) with respect to such participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation. If a Lender fails to fund a Loan with respect to a Revolving Borrowing as and when required hereunder and the Borrower subsequently makes a repayment of any Loans, then, after taking into account any
setoffs made pursuant to Section 2.11(a) above, such payment shall be applied among the Non-Defaulting Lenders ratably in accordance with their respective Commitment percentages until
each Lender (including any Lender that is at such time a Defaulting Lender) has its percentage of all of the outstanding Loans and the balance of such repayment shall be applied among the Lenders in accordance with their Pro Rata Share. The
provisions of this Section  

  
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2.11(e) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or to any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its Loans or participations in Letter of Credit Exposure to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the
provisions of this Section 2.11(e) shall apply). 
 (f) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the
Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lenders, as the case may be, the amount due. In such event, if the Borrower has not in fact made
such payment, then each of the Lenders or the Issuing Lenders, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender with interest thereon, for each
day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation. 
 Section 2.12. Taxes. 

(a) No Deduction for Certain Taxes. Any and all payments by or account of any obligation of any Credit Party under any of the Credit
Documents shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable Legal Requirements. If any applicable Legal Requirement (as determined in the good faith discretion of an applicable
Withholding Agent) requires the deduction or withholding of any Tax from any such payment by an applicable Withholding Agent, then such Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount
deducted or withheld to the relevant Governmental Authority in accordance with applicable Legal Requirements and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that after
such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such
deduction or withholding been made. 
 (b) Other Taxes. The Credit Parties shall timely pay to the relevant Governmental Authority in
accordance with applicable Legal Requirements, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. 

(c) Indemnification The Borrower will indemnify each Recipient, within 10 days after written demand therefor, for the full amount of
Indemnified Taxes (including, without limitation, any Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.12(c)) payable or paid by such Recipient or required to be withheld or
deducted from a payment to such Recipient and any interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent) or by the Administrative Agent on its own behalf or on behalf of a Lender shall be conclusive absent manifest
error. Notwithstanding anything herein to the contrary, a Recipient shall not be indemnified for any Indemnified Taxes under this Section 2.12 unless such Recipient shall make written demand on Borrower for such
reimbursement no later than one year after the date on which a court of competent jurisdiction rules in a final, non-appealable judgment that the relevant payment related to such Indemnified Tax is required be
paid by such Recipient. 

  
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 (d) Indemnification by the Lenders. Each Lender shall severally indemnify the
Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes
and without limiting the obligation of Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.7(d) relating to the maintenance of a Participant
Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto,
whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive
absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any
other source against any amount due to the Administrative Agent under this paragraph (d). 
 (e) Evidence of Tax Payments. As
soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of any receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment, or other evidence of such payment reasonably satisfactory to the Administrative Agent. 

(f) Withholding Reduction or Exemption. (i) Each Lender that is entitled to an exemption from, or a reduction of, withholding Tax
with respect to payments under this Agreement or under any other Credit Document shall, to the extent that it is legally entitled to do so, deliver to the Borrower (with a copy to the Administrative Agent), on or before the date it becomes a party
to this Agreement and from time to time thereafter at the time or times prescribed by applicable Legal Requirements or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by
applicable Legal Requirements or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender shall, if reasonably requested by the
Borrower and to the extent that it is legally entitled to do so, deliver to Borrower (with a copy to the Administrative Agent), on or before the date it becomes a party to this Agreement and from time to time thereafter at the time or times
prescribed by applicable Legal Requirements or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or
information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in
Section 2.12(f)(ii)(A), (B) and, (D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material
unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender 
 (ii) Without limiting the
generality of the foregoing, in the event that the Borrower is a U.S. Person, 
 (A) any Lender that is a U.S. Person shall
deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), an
executed copy of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; 

  
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 (B) any Foreign Lender shall, to the extent it is legally entitled to do so,
deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon
the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: 
 (1) in the
case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Credit Document, an executed copy of IRS Form W-8BEN-E or IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax
treaty and (y) with respect to any other applicable payments under any Credit Document, IRS Form W-8BEN-E or IRS Form W-8BEN
establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 

(2) in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, an
executed copy of IRS Form W-8ECI; 
 (3) in the case of a Foreign Lender claiming
the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit M-1 to the effect that such Foreign Lender is not
a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation”
described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) an executed copy of IRS Form W-8BEN-E or IRS Form W-8BEN; or; 
 (4) to the extent a Foreign Lender is not the beneficial owner, an executed
copy of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit M-2 or Exhibit M-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are
claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit M-4 on behalf of each such direct and indirect partner;

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

  
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 (D) if a payment made to a Lender under any Credit Document would be subject
to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall
deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as
prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their
obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement. 
 (g) Mitigation. Each Lender shall use reasonable
efforts (consistent with its internal policies and legal and regulatory restrictions) to select a jurisdiction for its applicable Lending Office or change the jurisdiction of its applicable Lending Office, as the case may be, so as to avoid the
imposition of any Indemnified Taxes or to eliminate or reduce the payment of any additional sums under this Section 2.12; provided, that no such selection or change of jurisdiction for its applicable Lending Office shall be
made if, in the reasonable judgment of such Lender, such selection or change would be disadvantageous to such Lender and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such selection
or change. 
 (h) Tax Credits and Refunds. If any party determines, in its sole discretion exercised in good faith, that it has
received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.12 (including by the payment of additional amounts pursuant to this Section 2.12), it shall pay to the
indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all
out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect
to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party
be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the
indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never
been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. 

(i) Survival. Each party’s obligations under this Section 2.12 shall survive the resignation or
replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document. 

(j) Definitions. For purposes of this Section 2.12, the term “Lender” includes the Issuing Lenders
and the term “applicable Legal Requirements” includes FATCA. 

  
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 Section 2.13. Replacement of Lenders. If (a) the Borrower is required
pursuant to Section 2.10 or 2.12 to make any additional payment to any Lender, (b) any Lender’s obligation to make or continue, or to Convert ABR Loans into, Eurodollar Loans shall be suspended pursuant to
Section 2.3(d)(iii) or Section 2.8, or (c) any Lender is a Defaulting Lender (any such Lender described in any of the preceding clauses (a) — (c), being a “Subject Lender”), then
(i) in the case of a Defaulting Lender, the Administrative Agent may, upon notice to the Subject Lender and the Borrower, require such Defaulting Lender to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in, and consents required by, Section 9.7), all of its interests, rights and obligations under this Agreement and the related Credit Documents as a Lender to an Eligible Assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such assignment) and (ii) in the case of any Subject Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s
sole cost and expense, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.7), all of its interests,
rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment), provided that, in any
event: 
 (A) as to assignments required by the Borrower, the Borrower shall have paid to the Administrative Agent the
assignment fee specified in Section 9.7; 
 (B) such Subject Lender shall have received payment of
an amount equal to the outstanding principal of its applicable Loans and participations in outstanding Letter of Credit Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit
Documents (including any amounts under Section 2.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); 

(C) in the case of any such assignment resulting from a claim for compensation under Section 2.12,
such assignment will result in a reduction in such compensation or payments thereafter; and 
 (D) such assignment does not
conflict with applicable Legal Requirements. 
 A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a
waiver by such Lender or otherwise, the circumstances entitling the Borrower or the Administrative Agent to require such assignment and delegation cease to apply. Solely for purposes of effecting any assignment involving a Defaulting Lender under
this Section 2.13 and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints the Administrative Agent as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender is a
Defaulting Lender and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same. In lieu of the Borrower or the Administrative Agent replacing a Defaulting
Lender as provided in this the Borrower may terminate such Defaulting Lender’s Commitment as provided in Section 2.14. 

Section 2.14. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a
Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 
 (a) fees shall cease to
accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.6; 

  
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 (b) such Defaulting Lender shall not have the right to vote on any issue on which voting is
required (other than to the extent expressly provided in Sections 9.3(a) and 9.3(b)) and the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or
may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.3) or under any other Credit Document; provided, that, except as otherwise provided in
Section 9.3, this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby.

 (c) if any Letter of Credit Exposure exists at the time such Lender becomes a Defaulting Lender then: 

(i) all or any part of the Letter of Credit Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Pro Rata Share but only to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Credit Exposure to exceed its Commitment; 
 (ii) if
the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Lenders only
the Borrower’s obligations corresponding to such Defaulting Lender’s Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in
Section 2.2(h) for so long as such Letter of Credit Exposure is outstanding ; 
 (iii) if the
Borrower cash collateralizes any portion of such Defaulting Lender’s Letter of Credit Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to
Section 2.6(b) with respect to such Defaulting Lender’s Letter of Credit Exposure during the period such Defaulting Lender’s Letter of Credit Exposure is cash collateralized; 

(iv) if the Letter of Credit Exposure of the non-Defaulting Lenders is reallocated
pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.6(a) and Section 2.6(b) shall be adjusted in accordance with such
non-Defaulting Lenders’ respective Pro Rata Shares; and 
 (v) if all or any
portion of such Defaulting Lender’s Letter of Credit Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Lender or any other Lender
hereunder, all letter of credit fees payable under Section 2.6(b) with respect to such Defaulting Lender’s Letter of Credit Exposure shall be payable to the Issuing Lenders until and to the extent that such Letter of
Credit Exposure is reallocated and/or cash collateralized; and 
 (d) so long as such Lender is a Defaulting Lender, no Issuing Lender shall
be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding Letter of Credit Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.14(c), and Letter of Credit Exposure related to any newly issued or increased
Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.14(c)(i) (and such Defaulting Lender shall not participate therein). 

  
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 If (i) Bankruptcy Event or a Bail-In Action
with respect to a Lender Parent shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Lender has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more
other agreements in which such Lender commits to extend credit, no Issuing Lender shall be required to issue, amend or increase any Letter of Credit, unless the Issuing Lenders shall have entered into arrangements with the Borrower or such Lender,
satisfactory to such Issuing Lender to defease any risk to it in respect of such Lender hereunder. 
 In the event that each of the
Administrative Agent, the Borrower and each Issuing Lender agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Letter of Credit Exposure of the Lenders shall be readjusted
to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such
Loans in accordance with its Pro Rata Share. 
 Section 2.15. [Reserved]. 

Section 2.16. Alternate Rate of Interest. 

(a) If prior to the commencement of any Interest Period for a Eurodollar Revolving Borrowing: 

(i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and
reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including, without limitation, because the LIBO Screen Rate is not available or published on a current basis), for such Interest Period; or 

(ii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable,
for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Revolving Borrowing for such Interest Period; 

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Notice of Continuation or Conversion that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurodollar Revolving Borrowing shall be ineffective and (B) if any Notice of Borrowing requests a Eurodollar Revolving Borrowing, such Revolving Borrowing shall be made as an ABR Revolving
Borrowing. 
 (b) Notwithstanding anything to the contrary herein or in any other Credit Document, upon the occurrence of a Benchmark
Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement. Any such amendment with
respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower, so long as the Administrative Agent has not
received, by such time, written notice of objection to such proposed amendment from Lenders comprising the Required Lenders; provided that, with respect to any proposed amendment containing any SOFR-Based Rate, the Lenders shall be entitled
to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required
Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of LIBO Rate with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date. 

  
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 (c) In connection with the implementation of a Benchmark Replacement, the Administrative
Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming
Changes will become effective without any further action or consent of any other party to this Agreement. 
 (d) The Administrative Agent
will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark
Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the
Administrative Agent or Lenders pursuant to this Section 2.16, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or
date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly
required pursuant to this Section 2.16. 
 (e) Upon the Borrower’s receipt of notice of the commencement of a Benchmark
Unavailability Period, (i) any Notice of Continuation/Conversion that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Revolving Borrowing shall be ineffective and (ii) if
any Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be made as an ABR Revolving Borrowing. 

Section 2.17. Cash Dominion. At all times subject to the following sentence, all Deposit Accounts, Securities Accounts and
Commodities Accounts (other than any Excluded Deposit Account for so long as such account is an Excluded Deposit Account) of the Credit Parties shall be Controlled Accounts. The Credit Parties will, in connection with any Deposit Account, Securities
Account or Commodity Account (other than any Excluded Deposit Account for so long as such account is an Excluded Deposit Account) established after the Effective Date, enter into and deliver to the Administrative Agent an Account Control Agreement
and/or lockbox agreement, in each case in form and substance acceptable to the Administrative Agent, concurrently with the establishment of such Deposit Account, Securities Account or Commodity Account. Each Credit Party shall be subject to cash
dominion at all times. Cash on hand and collections which are received into any Controlled Account and to the extent necessary any securities held in any Securities Account shall be liquidated and the cash proceeds thereof, shall be swept on a daily
basis into the Concentration Account and used to prepay Loans outstanding under this Agreement in accordance with Section 2.4. All proceeds of any Loans shall be deposited into a Deposit Account that is a Controlled Account
and maintained with the Administrative Agent. 
 Section 2.18. Priority and Liens. The Credit Parties hereby covenant, represent
and warrant that, upon entry of the DIP Order, the Secured Obligations of the Credit Parties hereunder and under the other Credit Documents and the DIP Order, shall have the priority and liens set forth in the DIP Order and the Intercreditor
Agreement, subject to the Carve-Out as described therein. 
 Section 2.19. No Discharge;
Survival of Claims. Subject to Section 2.20, the Borrower and each Guarantor agrees that (a) any Confirmation Order entered in the Chapter 11 Cases shall not discharge or otherwise affect in any way any of the
Secured Obligations of the Credit Parties to the Secured Parties under this Agreement and the related Credit Documents, other than after the payment in full in cash to the Secured Parties of all Secured Obligations under the DIP Facility (and the
cash collateralization of all outstanding Letters of Credit in an amount equal to 105% of the Letter of Credit Exposure for such Letters of Credit and subject to documentation reasonably satisfactory to the Issuing Lenders) and the related Credit
Documents on or before the effective date of a plan of reorganization and termination of the Commitments and (b) to the extent its Secured Obligations hereunder and under the other Credit Documents are not


  
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satisfied in full, (i) its Secured Obligations arising hereunder shall not be discharged by the entry of a Confirmation Order (and each Loan Party, pursuant to Section 1141(d)(4) of the
Bankruptcy Code, hereby waives any such discharge) and (ii) the Superpriority Claim granted to the Administrative Agent, the Lenders pursuant to the DIP Order and the Liens granted to the Administrative Agent pursuant to the DIP Order shall not
be affected in any manner by the entry of a Confirmation Order. 
 Section 2.20. Conversion to Exit Facility Agreement. Upon the
satisfaction or waiver of the Exit Conversion Conditions set forth on Schedule 2.20, automatically and without any further consent or action required by the Administrative Agent or any Lender, (a) each Loan and Letter of Credit hereunder
shall be deemed refinanced, replaced and issued as a Loan or Letter of Credit, as applicable, under the Exit Facility Agreement, (b) in connection therewith the Borrower, in its capacity as reorganized
Hi-Crush Inc., and each Guarantor, in its capacity as a reorganized Debtor, to the extent such Person is required under the Exit Facility Agreement to continue to be a guarantor in respect thereof, shall
assume all obligations in respect of the Loans and Letters of Credit hereunder and all other obligations in respect hereof, (c) each Lender hereunder shall be a Lender under the Exit Facility Agreement and (d) this Agreement shall
terminate and be superseded, refunded, refinanced and replaced by, and deemed amended and restated in its entirety substantially in the form of, the Exit Facility Agreement (with such changes and insertions reasonably satisfactory to the
Administrative Agent, the Lenders and the Borrower thereto incorporated as necessary to make such technical changes necessary to effectuate the intent of this Section 2.20 or otherwise), and the Commitments hereunder shall
terminate. Notwithstanding the foregoing, all obligations of the Borrower and the other Credit Parties to the Administrative Agent, the Issuing Lenders and the Lenders under this Agreement and any other Credit Document (except, for the avoidance of
doubt, the Exit Facility Agreement) which are expressly stated in this Agreement or such other Credit Document as surviving such agreement’s termination shall, as so specified, survive without prejudice and remain in full force and effect. Each
of the Credit Parties, the Administrative Agent, the Lenders and the Issuing Lenders shall take such actions and execute and deliver such agreements, instruments or other documents as the Administrative Agent may reasonably request to give effect to
the provisions of this Section 2.20 and as are required to complete the Schedules to the Exit Facility Agreement. 

ARTICLE 3 

CONDITIONS OF LENDING 

Section 3.1. Conditions Precedent to Effectiveness. The obligations of the Lenders to make Loans and of the Issuing Lenders to
issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.3) (such date, the “Effective
Date”): 
 (a) Documentation. The Administrative Agent shall have received the following and, if applicable, they shall be
duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders (which, subject to Section 9.14, may include any Electronic Signatures transmitted by
telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page): 
 (i)
this Agreement and all attached Exhibits and Schedules and the Revolving Notes payable to the order of each applicable Lender; 

(ii) the Guaranty; 

(iii) the Security Agreement, together with appropriate UCC-1 financing statements, if
any, necessary or desirable for filing with the appropriate authorities and any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral described in the Security
Agreement; 

  
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 (iv) the DIP Term Loan Documents; 

(v) the Intercreditor Agreement; 

(vi) [reserved]; 

(vii) a certificate from an authorized officer of the Borrower dated as of the Effective Date stating that as of such date
(A) all representations and warranties of the Borrower set forth in this Agreement are true and correct, (B) no Default has occurred and is continuing; and (C) the conditions precedent set forth in Section 3.1(b)
and (e) have been met; 
 (viii) a secretary’s certificate from each Credit Party certifying such
Person’s (A) officers’ incumbency, (B) resolutions of its Board of Directors, members, general partner or other body authorizing the execution, delivery and performance of the Credit Documents to which it is a party, and
(C) Organization Documents; 
 (ix) certificates of good standing (or the substantive equivalent available) for each
Credit Party from the appropriate governmental officer in each jurisdiction in which each such Person is organized or qualified to do business, which certificate shall be (A) dated a date not earlier than 30 days prior to Effective Date or
(B) otherwise effective on the Effective Date; 
 (x) [Reserved]; and 

(xi) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender
may reasonably request. 
 (b) Consents; Authorization; Conflicts. The Borrower shall have received any consents, licenses and
approvals required in accordance with applicable law, or in accordance with any document, agreement, instrument or arrangement to which the Borrower or any Subsidiary is a party, in connection with the execution, delivery, performance, validity and
enforceability of this Agreement and the other Credit Documents. In addition, the Borrower and the Subsidiaries shall have all such material consents, licenses and approvals required in connection with the continued operation of the Borrower and the
Subsidiaries, and such approvals shall be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose
adverse conditions on this Agreement and the actions contemplated hereby. Any consents or authorizations received pursuant to this Section 3.1(b) shall be on reasonably satisfactory terms and shall be in full force and
effect on the Effective Date. 
 (c) Representations and Warranties. The representations and warranties contained in Article 4
and in each other Credit Document shall be true and correct in all material respects or, with respect to representations and warranties qualified by materiality, in all respects, on and as of the Effective Date, on and as of the Effective Date,
except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects or, with respect to representations and warranties qualified by materiality, in all
respects as of such earlier date before and after giving effect to the deemed issuance of the Letters of Credit on the Effective Date. 

  
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 (d) Fees. The Lenders and the Administrative Agent shall have received all fees
required to be paid, and all expenses for which invoices have been presented (including the reasonable and documented fees and expenses of legal counsel), on or before the Effective Date. All such amounts will be paid with proceeds of the DIP Term
Loans made on the Effective Date and will be reflected in the funding instructions given by the Borrower to the Administrative Agent on or before the Effective Date. 

(e) Other Proceedings. There shall exist no unstayed action, suit, investigation, litigation or proceeding pending or threatened in
writing in any court or before any arbitrator or governmental instrumentality (other than the Chapter 11 Cases) that could reasonably be expected to cause a Material Adverse Change. 

(f) DIP Term Loan Facility Conditions Precedent. The DIP Term Loan Facility shall become effective substantially contemporaneously with
the effectiveness of this Agreement. 
 (g) Material Adverse Change. Since the RSA Effective Date, there shall not have occurred any
event, change, condition, or circumstance that has caused, or that could reasonably be expected to cause, a Material Adverse Change, other than as a result of those events leading up to and following commencement of the Chapter 11 Cases. 

(h) Liquidity. The Administrative Agent shall have received a certificate in form and substance reasonably satisfactory to the
Administrative Agent from a senior financial officer or such other officer acceptable to the Administrative Agent of the Borrower and each Guarantor certifying that, after giving effect to the deemed issuance of the Letters of Credit on the
Effective Date made hereunder, the incurrence of the DIP Term Facility and any payments required to be made on the Effective Date, Liquidity of the Borrower and its Subsidiaries is not less than $12,500,000. 

(i) Restructuring Support Agreement. The RSA shall have been executed and shall be in full force and effect, and shall not have been
amended in a manner materially adverse to the Administrative Agent, the Existing Administrative Agent, the Lenders or the Existing Lenders. 

(j) Chapter 11 Cases. (i) The Chapter 11 Cases shall have been commenced and (ii) the motion to approve the Interim Order, and
all “first day orders” entered at the time of commencement of the Chapter 11 Cases shall be satisfactory in form and substance to the Required Lenders in their reasonable discretion. 

(k) Interim Order. The Administrative Agent shall have received a signed copy of the Interim Order which shall have been entered by the
Bankruptcy Court on or before the third Business Day after the Petition Date and shall be satisfactory in form and substance to the Required Lenders in their sole discretion, and such Interim Order shall not have been vacated, reversed, modified
amended or stayed. 
 (l) Acceptable Security Interest. The Administrative Agent for the benefit of the Secured Parties shall have an
Acceptable Security Interest in substantially all of the assets of the Credit Parties pursuant to the Interim Order. 
 (m) USA Patriot
Act. The Administrative Agent shall have received all documentation and other information that is required by bank regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including,
without limitation, the Patriot Act, for each Credit Party, in each case no later than three (3) Business Days prior to the Effective Date to the extent reasonably requested by the Lenders at least ten (10) Business Days in advance of the
Effective Date. To the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) days prior to the Effective Date, the Administrative Agent and any Lenders who have
provided a written request therefor shall have received a Beneficial Ownership Certification with respect to the Borrower. 

  
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 (n) Initial Budget. The Administrative Agent shall have received the initial Budget,
which shall be in a form and substance satisfactory to the Required Lenders, together with the Budget Certificate. 
 (o) Borrowing Base
Certificate. The Administrative Agent shall have received a Borrowing Base Certificate which calculates the Borrowing Base as of the end of the Business Day immediately preceding the Effective Date. 

(p) [Reserved]. 
 (q)
Other Debt. On the Effective Date, neither the Borrower nor any of its Subsidiaries shall have any Debt other than (i) Debt in respect of Letters of Credit issued hereunder, (ii) Senior Notes outstanding on the Petition Date,
(iii) any Debt in respect of the DIP Term Loan Facility, and (iv) Debt incurred in the ordinary course in respect of (x) existing Capital Leases, (y) trade payables (including any notes issued in respect thereof), and
(x) existing Banking Services Obligations. 
 (r) Liens. The Administrative Agent shall have received evidence satisfactory to it
that there are no Liens encumbering any of the Credit Parties’ respective Property other than Permitted Liens. 
 (s) Eligible
Cash. The amount of the Credit Parties’ Eligible Cash on the Effective Date shall be not less than $14,454,279.43. 
 (t)
Regulatory Matters. No part of the proceeds of any Revolving Loans or Letters of Credit will be used for any purpose that would violate the applicable requirements of Regulations U, T and X of the Board of Governors of the Federal Reserve
System. 
 (u) [Reserved]. 

(v) Event of Default. No Default or Event of Default shall exist, and the deemed issuance of each Letter of Credit would not cause a
Default or Event of Default. 
 (w) Pledged Stock; Stock Powers; Pledged Notes. Subject to the Intercreditor Agreement, the
Administrative Agent shall have received (i) the certificates representing the shares of Equity Interests pledged under the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly
authorized Responsible Officer of the pledgor thereof, other than the certificate and stock power for Hi-Crush Investments Inc. and the certificate and stock power for the 35% interest in Hi-Crush Canada Distribution Corp., which in each case shall be delivered within ten (10) Business Days of the Effective Date (or such later date as may be agreed by the Administrative Agent) and (ii) each
promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. 

Section 3.2. Conditions Precedent to Each Revolving Borrowing and to Each Issuance. Extension or Renewal of a Letter of Credit.
The obligation of each Lender to make a Loan on the occasion of each Revolving Borrowing (including the initial Revolving Borrowing), the obligation of each Issuing Lender to issue, increase, renew or extend a Letter of Credit (including the deemed
issuance of Letters of Credit) and of any reallocation of Letter of Credit Exposure provided in Section 2.14, shall be subject to the further conditions precedent that on the date of such Revolving Borrowing or such
issuance, increase, renewal or extension: 

  
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 (a) Representations and Warranties. After giving effect to any Loan or issuance,
increase, renewal or extension of any Letter of Credit to be made on such date, the representations and warranties made by any Credit Party or any officer or employee of any Credit Party contained in the Credit Documents shall be true and correct in
all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and
warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date and each request for the making of any Loan or issuance, increase, renewal or extension of any Letter of Credit and
the making of such Loan or the issuance, increase, renewal or extension of such Letter of Credit shall be deemed to be a reaffirmation of such representations and warranties. 

(b) Event of Default. No Default shall exist, and the making of such Loan or issuance, increase, renewal or extension of such Letter of
Credit, or the relocation of the Letter of Credit Exposure would not cause a Default. 
 (c) Loan Limit. On the date of and after
giving effect to any Loan to be made on such date, the Aggregate Revolving Credit Exposure shall not exceed the Loan Limit. 
 (d)
Facility Limit. On the date of and after giving effect to any issuance of Letters of Credit to be made on such date, the Aggregate Revolving Credit Exposure shall not exceed the Facility Limit. 

(e) Entry of Final Order. Other than in connection with (i) the extension or renewal of an Existing Letter of Credit, (ii) the
issuance of any Wisconsin Letter(s) of Credit, or (iii) the replacement of an Existing Letter of Credit that has expired or terminated without being drawn, the Final Order shall have been entered and shall be in full force and effect and shall
not have been vacated, reversed, modified, amended or stayed in any respect without the consent of the Required Lenders. 
 (f) Violation
of Law. The making of such Loan or issuance, increase, renewal or extension of such Letter of Credit, or the relocation of the Letter of Credit Exposure would not contravene any law and shall not be enjoined, temporarily, preliminarily or
permanently. 
 (g) Prior to Final Order. In connection with an extension or renewal of an Existing Letter of Credit or issuance of
any Wisconsin Letter(s) of Credit, the Interim Order shall have been entered and shall be in full force and effect and shall not have been vacated, reversed, modified, amended or stayed in any respect without the consent of the Required Lenders.

 (h) Liquidity. After giving effect to any Loan or issuance, increase, renewal or extension of any Letter of Credit to be made on
such date, Liquidity shall not be less than $12,500,000. 
 Each of the giving of the applicable Notice of Borrowing or Letter of Credit Application, the
acceptance by the Borrower of the proceeds of such Revolving Borrowing, the issuance, increase, or extension of such Letter of Credit, and the reallocation of the Letter of Credit Exposure, shall constitute a representation and warranty by the
Borrower that on the date of such Revolving Borrowing, such issuance, increase, or extension of such Letter of Credit or such reallocation, as applicable, the foregoing conditions have been met. 

Section 3.3. Determinations Under Sections 3.1 and 3.2. For purposes of determining compliance with the
conditions specified in Sections 3.1 and 3.2 each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or
acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Credit Documents shall have received written notice from such Lender prior to the Revolving Borrowings
hereunder specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of such Revolving Borrowings. 

  
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 ARTICLE 4 

REPRESENTATIONS AND WARRANTIES 

Each Credit Party hereto represents and warrants as follows: 

Section 4.1. Organization. Subject to any restrictions arising on account of any Credit Party’s status as a “debtor”
under the Bankruptcy Code and the entry of the DIP Order, each Credit Party is duly and validly organized and existing and in good standing under the laws of its jurisdiction of incorporation or formation. Each Credit Party is authorized to do
business and is in good standing in all jurisdictions in which such qualifications or authorizations are necessary except where the failure to be so qualified or authorized could not reasonably be expected to result in a Material Adverse Change. As
of the Effective Date, each Credit Party’s type of organization and jurisdiction of incorporation or formation are set forth on Schedule 4.1. 

Section 4.2. Authorization. Subject to any restrictions arising on account of any Credit Party’s status as a
“debtor” under the Bankruptcy Code and the entry of the DIP Order, the execution, delivery, and performance by each Credit Party of each Credit Document to which such Credit Party is a party and the consummation of the transactions
contemplated thereby, (a) are within such Credit Party’s powers, (b) have been duly authorized by all necessary corporate, limited liability company or partnership action, (c) do not contravene any articles or certificate of
incorporation or bylaws, partnership or limited liability company agreement binding on or affecting such Credit Party, (d) do not contravene any law or any contractual restriction binding on or affecting such Credit Party, (e) do not
result in or require the creation or imposition of any Lien prohibited by this Agreement, and (f) do not require any authorization or approval or other action by, or any notice or filing with, any Governmental Authority except, in the case of
(d) and (f), to the extent such contravention or the failure to obtain authorization, approval or notice or take other action could not reasonably be expected to have a Material Adverse Change. 

Section 4.3. Enforceability. The Credit Documents have each been duly executed and delivered by each Credit Party that is a party
thereto and each Credit Document, upon entry of the applicable DIP Order, constitutes the legal, valid, and binding obligation of each Credit Party that is a party thereto enforceable against such Credit Party in accordance with its terms, except as
limited by the DIP Order and subject to any restrictions arising on account of any Credit Party’s status as a “debtor” under the Bankruptcy Code, and further subject to other applicable bankruptcy, insolvency, reorganization,
moratorium, or similar laws at the time in effect affecting the rights of creditors generally and by general principles of equity whether applied by a court of law or equity. 

Section 4.4. Financial Condition. 

(a) The Borrower has heretofore furnished to the Administrative Agent (i) the audited financial statements of the Borrower for the fiscal
year ended December 31, 2019 and (ii) the unaudited balance sheet and statements of income, members’ equity and cash flows as of and for the fiscal quarters ended March 31, 2020. 

(b) Each of the foregoing financial statements present fairly, in all material respects, the financial position and results of operations and
cash flows of the entities for which such financial statements have been provided as of such date and for such period in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes
in the case of the unaudited quarterly financial statements. 
 (c) Since the Petition Date, there has been no Material Adverse Change. 

  
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 Section 4.5. Ownership and Liens; Real Property. Other than as a result of the
Chapter 11 Cases and subject to any necessary order or authorization of the Bankruptcy Court, each Credit Party (a) has good and marketable title to, or a valid and subsisting leasehold interest in, all real property, and good title to all
personal Property, in each case necessary for its business, and (b) none of the Property owned by the Borrower or a Subsidiary of the Borrower is subject to any Lien except for minor defects in title that do not materially interfere with its
ability to conduct its business or to utilize such assets for their intended purpose and Permitted Liens. As of the Effective Date, the Borrower and its Subsidiaries own no real property other than that listed on Schedule 4.5 and all
equipment (other than office equipment and equipment located on jobsites, in transit or off location for servicing, repairs or modifications) owned by the Borrower and its Subsidiaries are located at the fee owned or leased real property listed on
Schedule 4.5. 
 Section 4.6. True and Complete Disclosure. All written factual information (whether delivered before or
after the date of this Agreement) prepared by or on behalf of the Borrower and its Subsidiaries and furnished to the Administrative Agent or the Lenders for purposes of or in connection with this Agreement, any other Credit Document or any
transaction contemplated hereby or thereby does not contain any material misstatement of fact or omits to state any material fact necessary to make the statements therein not misleading. There is no fact known to any Responsible Officer of any
Credit Party on the date of this Agreement that has not been disclosed to the Administrative Agent that could reasonably be expected to result in a Material Adverse Change. All projections, estimates, budgets, and pro forma financial information
furnished by the Borrower or any of its Subsidiaries (or on behalf of the Borrower or any such Subsidiary), were prepared on the basis of assumptions, data, information, tests, or conditions (including current and reasonably foreseeable business
conditions) believed to be reasonable at the time such projections, estimates, budgets and pro forma financial information were furnished; it being understood that actual results may vary and such variances may be material. 

Section 4.7. Litigation. Subject to any restrictions arising on account of any Credit Party’s status as a “debtor”
under the Bankruptcy Code, except as otherwise provided in Schedule 4.7 and the Chapter 11 Cases, (a) there are no actions, suits, or proceedings pending or, to any Credit Party’s knowledge, threatened against the Borrower or any
Subsidiary, at law, in equity, or in admiralty, or by or before any Governmental Authority, which could reasonably be expected to result in a Material Adverse Change or is not otherwise subject to the automatic stay as a result of the Chapter 11
Cases; provided that this Section 4.7 does not apply with respect to environmental claims. 

Section 4.8. [Reserved]. 

Section 4.9. Pension Plans. Except to the extent excused by the Bankruptcy Code or as a result of the filing of the Chapter 11
Cases, (a) except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan
that would result in an Event of Default under Section 7.1(h), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in
accordance with applicable provisions of ERISA and the Code, (c) there has been no failure to satisfy the “minimum funding standards”, whether or not waived, under Sections 412 or 430 of the Code or Sections 302 or 303 of ERISA with
respect to any Plan, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has
complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual
valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor any member of
the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied 

  
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withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(i), and (g) except for
matters that could not reasonably be expected to result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under
ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the
annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined
in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change. 
 Section 4.10.
Environmental Condition. 
 (a) Permits, Etc. Each Credit Party (i) has obtained all material Environmental Permits
necessary for the ownership and operation of its Properties and the conduct of its businesses; (ii) has at all times since the date six months prior to the Effective Date been and is currently in material compliance with all terms and
conditions of such Environmental Permits and with all other material requirements of applicable Environmental Laws; (iii) has not received written notice of any material violation or alleged material violation of any Environmental Law or
Environmental Permit; and (iv) is not subject to any actual or contingent Environmental Claim which could reasonably be expected to cause a Material Adverse Change. 

(b) Certain Liabilities. Except as disclosed on Schedule 4.10. to such Credit Parties’ knowledge, none of the present or
previously owned or operated Property of any such Credit Party or of any Subsidiary thereof, wherever located, (i) has been placed on or proposed to be placed on the National Priorities List, the Comprehensive Environmental Response
Compensation Liability Information System list, the Superfund Enterprise Management System list, or their state or local analogs, or have been otherwise investigated, designated, listed, or identified as a potential site for removal, remediation,
cleanup, closure, restoration, reclamation, or other response activity under any Environmental Laws; (ii) is subject to a Lien, arising under or in connection with any Environmental Laws, that attaches to any revenues or to any Property owned
or operated by any Credit Party, wherever located, which could reasonably be expected to cause a Material Adverse Change; or (iii) has been the site of any Release of Hazardous Substances or Hazardous Wastes from present or past operations
which has caused at the site or at any third party site any condition that has resulted in or could reasonably be expected to result in the need for Response that could cause a Material Adverse Change. 

(c) Certain Actions. Without limiting the foregoing and except as disclosed on Schedule 4.10. (i) all necessary material notices
have been properly filed, and no further action is required under current applicable Environmental Law as to each Response or other restoration or remedial project undertaken by the Borrower, any of its Subsidiaries or any of the Borrower’s or
such Subsidiary’s former Subsidiaries on any of their presently or formerly owned or operated Property and (ii) the present and, to the Credit Parties’ knowledge, future liability, if any, of the Borrower or of any Subsidiary which
could reasonably be expected to arise in connection with requirements under Environmental Laws will not reasonably be expected to result in a Material Adverse Change. 

Section 4.11. Subsidiaries. As of the Effective Date, the Borrower has no Subsidiaries other than those listed on Schedule
4.11. 
 Section 4.12. Investment Company Act. Neither the Borrower nor any Subsidiary is an “investment company”
or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. Neither the Borrower nor any Subsidiary is subject to regulation under any Federal or state statute,
regulation or other Legal Requirement which limits its ability to incur Debt. 

  
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 Section 4.13. Taxes. Proper and accurate (in all material respects), federal,
state, local and foreign tax returns, reports and statements required to be filed (after giving effect to any extension granted in the time for filing) by the Borrower and each Subsidiary (hereafter collectively called the “Tax
Group”) have been filed with the appropriate Governmental Authorities, and all taxes and other impositions due and payable, in each case, which are material in amount, except to the extent such payment is excluded by, or is otherwise
prohibited by the provisions of the Bankruptcy Code or order of the Bankruptcy Court, have been timely paid prior to the date on which any fine, penalty, interest, late charge or loss may be added thereto for
non-payment thereof except where contested in good faith by appropriate proceeding and for which adequate reserves have been established in compliance with GAAP. Neither the Borrower nor any member of the Tax
Group has given, or been requested to give, a waiver of the statute of limitations relating to the payment of any federal, state, local or foreign taxes or other impositions. Except to the extent such payment is excluded by, or is otherwise
prohibited by the provisions of the Bankruptcy Code or order of the Bankruptcy Court, proper and accurate amounts have been withheld by the Borrower and all other members of the Tax Group from their employees for all periods to comply in all
material respects with the tax, social security and unemployment withholding provisions of applicable federal, state, local and foreign law. 

Section 4.14. Permits. Licenses. etc. Each of the Borrower and its Subsidiaries possesses all permits, licenses,
patents, patent rights or licenses, trademarks, trademark rights, trade names rights, and copyrights which are material to the conduct of its business. Each of the Borrower and its Subsidiaries manages and operates its business in accordance with
all applicable Legal Requirements except where the failure to so manage or operate could not reasonably be expected to result in a Material Adverse Change; provided that this Section 4.14 does not apply with respect to
Environmental Permits. 
 Section 4.15. Use of Proceeds. The proceeds of the Loans will be used by the Borrower for the
purposes described in Section 5.20. No Credit Party nor any Subsidiary thereof is engaged principally or as one of its activities in the business of extending credit for the purpose of “purchasing” or
“carrying” any “margin stock” (as each such term is defined or used, directly or indirectly, in Regulation U). No part of the proceeds of any of the Loans or Letters of Credit will be used for purchasing or carrying margin stock
or for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X. Following the application of the proceeds of each Loan or Letter of Credit, not more than twenty-five percent (25%) of the value of the
assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis) subject to the provisions of Section 6.2 or Section 6.8 or subject to any restriction contained
in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Debt will be “margin stock”. 

Section 4.16. Condition of Property; Casualties. The material Properties used or to be used in the continuing operations of the
Borrower and each Subsidiary, are in good working order and condition, normal wear and tear and casualty and condemnation (excluding casualty and condemnation which could, individually or in the aggregate, reasonably be expected to cause a Material
Adverse Change) excepted. Neither the business nor the material Properties of the Borrower or any Subsidiary has been affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance,
embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy, which effect could reasonably be expected to cause a
Material Adverse Change. 
 Section 4.17. Insurance. Each of the Borrower and its Subsidiaries carry insurance (which may be
carried by the Borrower on a consolidated basis) with reputable insurers in respect of such of their respective Properties, in such amounts and against such risks as is customarily maintained by other Persons of similar size engaged in similar
businesses. 

  
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 Section 4.18. [Reserved]. 

Section 4.19. Sanctions; Anti-Terrorism; Patriot Act; Anti-Corruption Laws. 

(a) Neither the Borrower nor any Subsidiary of the Borrower is in violation of any of the country or list based economic and trade sanctions
administered and enforced by OFAC. 
 (b) The Borrower has implemented and maintains in effect policies and procedures designed to ensure
compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and directors and to the
knowledge of the Borrower its employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary, any of their respective directors or officers or
employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Revolving
Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions. 

(c) The operations of the Borrower and each of its Subsidiaries are and have been conducted at all times in material compliance with all
applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Borrower and each of its Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Borrower or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Borrower, threatened, which could reasonably be expected to result in a Material Adverse Change.

 (d) The Borrower and each of its Subsidiaries is in compliance with all Anti-Corruption Laws. 

Section 4.20. [Reserved]. 

Section 4.21. EEA Financial Institutions. No Credit Party is an EEA Financial Institution. 

Section 4.22. Borrowing Base Certificate. At the time of delivery of each Borrowing Base Certificate, assuming that any
eligibility criteria that requires the approval of the Administrative Agent has been approved by or is satisfactory to the Administrative Agent, each Account reflected therein as eligible for inclusion in the Borrowing Base is an Eligible Account.

 ARTICLE 5 

AFFIRMATIVE COVENANTS 
 So
long as any Obligation (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit which have been cash collateralized in accordance with this Agreement and (b) contingent
indemnification obligations which are not due and payable and which by their terms survive the termination or expiration of this Agreement and the other Credit Documents) shall remain unpaid, any Lender shall have any Commitment hereunder, or there
shall exist any Letter of Credit Exposure (other than Letter of Credit exposure which has been cash collateralized in accordance with this Agreement), each Credit Party agrees to comply with the following covenants. 

  
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 Section 5.1. Organization. Each Credit Party shall, and shall cause each of its
respective Subsidiaries to, (a) preserve and maintain its partnership, limited liability company or corporate existence, rights, franchises and privileges in the jurisdiction of its organization, and (b) qualify and remain qualified as a
foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its Properties and where failure to qualify could reasonably be expected to cause a Material Adverse Change;
provided, however, that nothing herein contained shall prevent any transaction permitted by Section 6.7 or Section 6.8. 

Section 5.2. Reporting. 

(a) Annual Financial Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as
available, but in any event within 150 days after the end of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or
operations, shareholder’s equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated
statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in
accordance with generally accepted auditing standards and shall not be subject to any qualification or exception as to the scope of such audit, and such statements to be certified by the chief executive officer or a financial officer of the
Borrower, to the effect that (i) such statements fairly, in all material respects, present the financial condition, results of operations, shareholder’s equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP and
(ii) there were no material contingent obligations, material unaccrued liabilities for taxes, material unusual forward or long-term commitments, or material unrealized or anticipated losses of the Borrower and its Subsidiaries, except as
disclosed therein or as otherwise disclosed in writing to the Administrative Agent and adequate reserves for such items have been made in accordance with GAAP; 

(b) Quarterly Financial Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as
available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, commencing with the fiscal quarter ended June 30, 2020, (i) consolidated balance sheet of the Borrower and
its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholder’s equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then
ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to
be certified by the chief executive officer or a financial officer of the Borrower as (A) fairly presenting, in all material respects, the financial condition, results of operations, stockholders’ or shareholder’s equity and cash
flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, and (B) showing that there were no material contingent
obligations, material unaccrued liabilities for taxes, material unusual forward or long term commitments, or material unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein or as otherwise disclosed in
writing to the Administrative Agent and adequate reserves for such items have been made in accordance with GAAP, and (ii) a copy of the management discussion and analysis with respect to such financial statements; 

  
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 (c) Monthly Financial Reports. The Borrower shall provide, or shall cause to be
provided, to the Administrative Agent, as soon as available, but in any event within 30 days after the end of each calendar month, commencing with the calendar month ended June 30, 2020 (i) consolidated balance sheet of the Borrower and its
Subsidiaries as at the end of such calendar month, and the related consolidated statements of income or operations, shareholder’s equity and cash flows for such calendar month and for the portion of the Borrower’s fiscal year then ended,
such consolidated statements to be certified by the chief executive officer or financial officer of the Borrower as (A) fairly presenting, in all material respects, the financial condition, results of operations, stockholders’ or
shareholder’s equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, and (B) showing that
there were no material contingent obligations, material unaccrued liabilities for taxes, material unusual forward or long term commitments, or material unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed
therein or as otherwise disclosed in writing to the Administrative Agent and adequate reserves for such items have been made in accordance with GAAP and (ii) an operational report including, in each case, for the preceding calendar month
(A) the volume of sand sold, (B) the revenue and tonnage of sand contracts sold, (C) the revenue and tonnage of sand spot sales, (D) the amount of sand produced and delivered, (E) the percentage of sold volume that was sold
to exploration and production companies, (F) the percentage of sold volume that was sold FOB, (G) the percentage of sold volume sold in-basin and (H) the percentage of sold volume that was sold
at the wellsite; 
 (d) Compliance Certificate. Concurrently with the delivery of the financial statements referred to in
Section 5.2(a), (b), and (c) above, the Borrower shall provide to the Administrative Agent a duly completed Compliance Certificate signed by the chief executive officer or financial officer of the
Borrower; 
 (i) certifying, in the case of the financial statements delivered under Section 5.2(a)
5.2(b) or 5.2(c), as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied,
subject to normal year-end audit adjustments and the absence of footnotes; 
 (ii)
certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto; 

(iii) certifying that the Borrower has been in compliance with Section 6.16 and
Section 6.20 as required therein since the last date on which a Compliance Certificate was delivered; and 

(iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the financial statements
referred to in Sections 5.2(a), 5.2(b) or 5.2(c) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate . 

(e) Variance and Liquidity Reports. Beginning with the second Friday following the Closing Date and on each Friday thereafter, the
Borrower shall provide to the Administrative Agent a Variance and Liquidity Report. 
 (f) 13-Week
Projections. Beginning on the Effective Date, and on each four week anniversary thereafter, the Borrower shall provide to the Administrative Agent a 13-week cash flow forecast in form and substance
reasonably satisfactory to the Administrative Agent (the “13-Week Forecast”), which 13-Week Forecast and any amendments thereto shall reflect, for the
periods covered thereby, projected weekly disbursements, cash receipts, and ending cash for each week covered by the 13-Week Forecast. 

  
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 (g) Annual Budget; Projections. As soon as available and in any event within 60 days
after the end of each fiscal year of the Borrower, the Borrower shall provide to the Administrative Agent (i) an annual operating, capital and cash flow budget for the immediately following fiscal year and detailed on a quarterly basis and
(ii) a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and cash flow statement) of the Borrower for each quarter of the upcoming fiscal year (the “Projections”) in form
reasonably satisfactory to the Administrative Agent; 
 (h) Defaults. The Credit Parties shall provide to the Administrative Agent
promptly, but in any event within five (5) Business Days after the occurrence thereof, a notice of each Default known to the Responsible Officer of the Borrower or to any of its Subsidiaries, together with a statement of a Responsible Officer
of the Borrower setting forth the details of such Default and the actions which the Credit Parties have taken and proposes to take with respect thereto; 

(i) Other Creditors. The Credit Parties shall provide to the Administrative Agent promptly after the giving or receipt thereof, copies
of any default notices given or received by the Borrower or by any of its Subsidiaries pursuant to the terms of the DIP Term Loan Facility, or any other indenture, loan agreement, credit agreement, royalty agreement or similar agreement; 

(j) Litigation. The Credit Parties shall provide to the Administrative Agent promptly after the commencement thereof, notice of all
actions, suits, and proceedings before any Governmental Authority, in each case, arising post-petition or not otherwise previously addressed pursuant to Section 4.7 hereof, affecting the Borrower or any of its Subsidiaries
or any of their respective assets that has a claim for damages in excess of $1,000,000 or that could otherwise result in a cost, expense or loss to the Borrower or any of its Subsidiaries in excess of $1,000,000, in each case, other than the Chapter
11 Cases; 
 (k) Environmental Notices. (i) Promptly upon, and in any event no later than thirty (30) days after, the
receipt thereof, or the acquisition of knowledge thereof, by any Credit Party, the Credit Parties shall provide the Administrative Agent with a copy of any form of request, claim, complaint, order, notice, summons or citation received from any
Governmental Authority or any other Person, (A) concerning violations or alleged violations of Environmental Laws, which seeks to impose liability therefore in excess of $1,000,000, (B) concerning any action or omission on the part of any of
the Credit Parties or any of their former Subsidiaries in connection with Hazardous Waste or Hazardous Substances which could reasonably result in the imposition of liability in excess of $1,000,000 or requiring that action be taken to respond to or
clean up a Release of Hazardous Substances or Hazardous Waste into the environment and such action or clean-up could reasonably be expected to exceed $1,000,000, including without limitation any information
request related to, or notice of, potential responsibility under CERCLA, or (C) concerning the filing of a Lien securing liabilities in excess of $1,000,000 described in clause (A) or (B) above upon, against or in connection with the
Borrower, any Subsidiary, or any of their respective former Subsidiaries, or any of their material leased or owned Property, wherever located and (ii) promptly upon the reasonable request of the Administrative Agent, the Credit Parties shall
provide all existing environmental reports (including all available Phase I Environmental Site Assessment reports and Phase II Environmental Site Assessment reports) and any such other report, audit or certification in the possession of the Credit
Parties; 
 (l) Material Changes. The Credit Parties shall provide to the Administrative Agent prompt written notice of any event,
development of circumstance that has had or would reasonably be expected to give rise to a Material Adverse Change; 
 (m) Termination
Events. As soon as possible and in any event (i) within thirty (30) days after the Borrower or any member of the Controlled Group knows or has reason to know that any Termination Event described in clause (a) of the definition of
Termination Event with respect to any Plan has occurred, and (ii) within ten (10) days after the Borrower or any member of the Controlled Group knows or has reason to know that any other Termination Event with respect to any Plan has
occurred, the Credit Parties shall provide to the Administrative Agent a statement of a Responsible Officer of the Borrower describing such Termination Event and the action, if any, which the Borrower or any member of the Controlled Group proposes
to take with respect thereto; 

  
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 (n) Termination of Plans. Promptly and in any event within five (5) Business
Days after receipt thereof by the Borrower or any member of the Controlled Group from the PBGC, the Credit Parties shall provide to the Administrative Agent copies of each notice received by the Borrower or any such member of the Controlled Group of
the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan; 
 (o) Other ERISA Notices.
Promptly and in any event within five (5) Business Days after receipt thereof by the Borrower or any member of the Controlled Group from a Multiemployer Plan sponsor, the Credit Parties shall provide to the Administrative Agent a copy of each
notice received by the Borrower or any member of the Controlled Group concerning the imposition or amount of withdrawal liability imposed on the Borrower or any member of the Controlled Group pursuant to Section 4202 of ERISA; 

(p) Other Governmental Notices. Promptly and in any event within five (5) Business Days after receipt thereof by the Borrower or
any Subsidiary, the Credit Parties shall provide to the Administrative Agent a copy of any notice, summons, citation, or proceeding seeking to modify in any material respect, revoke, or suspend any material contract, license, permit, or agreement
with any Governmental Authority (other than the Chapter 11 Cases); 
 (q) Disputes; etc. The Credit Parties shall provide to the
Administrative Agent prompt written notice of (i) any claims, legal or arbitration proceedings, proceedings before any Governmental Authority, or disputes, or to the knowledge of any Credit Party, any such actions threatened, or affecting the
Borrower or any Subsidiary, which could reasonably be expected to cause a Material Adverse Change, or any material labor controversy of which the Borrower or any of its Subsidiaries has knowledge resulting in or reasonably considered to be likely to
result in a strike against the Borrower or any Subsidiary, and (ii) any claim, judgment, Lien or other encumbrance (other than a Permitted Lien) affecting any Property of the Borrower or any Subsidiary, if the value of the claim, judgment,
Lien, or other encumbrance affecting such Property shall exceed $1,000,000, in each case, other than the Chapter 11 Cases; 
 (r)
Management Letters; Other Accounting Reports. Promptly upon receipt thereof, the Credit Parties shall provide to the Administrative Agent a copy of any final management letter submitted to the Borrower or any Subsidiary by its independent
accountants, and a copy of any response by the Borrower or any Subsidiary of the Borrower, or the board of directors or managers (or other applicable governing body) of the Borrower or any Subsidiary of the Borrower, to such letter; 

(s) Material Contracts. Promptly upon receipt thereof, the applicable Credit Party shall provide to the Administrative Agent a copy of
any amendment of or notice of default under any Material Contract to which it is a party; 
 (t) Securities Law Filings and other Public
Information. The Borrower shall provide to the Administrative Agent promptly after the same are available, copies of each annual report, proxy or financial statement or other material report or communication sent to the equityholders of the
Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 or any other
securities Governmental Authority, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; 

  
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 (u) Borrowing Base Certificates. As soon as available but in any event within three
(3) Business Days of the end of each calendar week, and at such other times as are required by Section 2.4(c)(ii) or as may be requested by the Administrative Agent, the Borrower shall furnish a Borrowing Base
Certificate calculated as of the close of business on the last Business Day of the immediately preceding calendar week; 
 (v) Collateral
Reporting. Prior to or concurrently with the delivery of each Borrowing Base Certificate from and after the Effective Date, and at such other times as may be requested by the Administrative Agent, as of the period then ended, all delivered
electronically in a text formatted file acceptable to the Administrative Agent, the Borrower shall deliver to the Administrative Agent: 

(i) a detailed aging of the Borrower’s Accounts, including all invoices aged by invoice date and due date (with an
explanation of the terms offered), prepared in a manner reasonably acceptable to the Administrative Agent, together with the name and balance due for each Account Debtor; 

(ii) a worksheet of calculations prepared by the Borrower to determined Eligible Accounts, such worksheets detailing the
Accounts excluded from Eligible Accounts and the reason for such exclusion. 
 (w) After-Acquired Property. If, subsequent to the
Effective Date, a Credit Party shall acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be delivered to the Administrative Agent as Collateral hereunder or any of the Security Documents,
the Borrower shall promptly (and in any event within ten (10) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Administrative Agent of the same. Each of the Credit Parties shall adhere
to the covenants regarding the location of personal property as set forth in the Security Documents; and 
 (x) Motions. To the extent
reasonably practicable at least two (2) days prior to filing (or such shorter period as the Administrative Agent may agree), the Borrower shall use commercially reasonable efforts to provide the Administrative Agent copies of all material
pleadings and motions (other than “first day” motions and proposed orders, and other than emergency pleadings or motions where, despite such Borrower’s commercially reasonable efforts, such two (2) day notice is not possible) to
be filed by or on behalf of the Borrower or any of the other Loan Parties with the Bankruptcy Court in the Chapter 11 Cases, or to be distributed by or on behalf of the Borrower or any of the other Credit Parties to any official committee appointed
in the Chapter 11 Cases, which such pleadings shall include the Administrative Agent as a notice party. 
 (y) Notice of Make-Whole
Request. If, subsequent to the Effective Date, (i) a Credit Party makes a request for any “make-whole”, “minimum volume” or other similar payment referred to in clause (w) of the definition of “Eligible
Accounts”, where such request is made in respect of an Account Debtor who has failed to take delivery of greater than 30% of the volume for which delivery is required to be taken during any three-month period under the applicable sales contract
or (ii) a Credit Party receives a request from an Account Debtor for any “make-whole”, “minimum volume” or other similar payment referred to in clause (w) of the definition of “Eligible Accounts”, where
such request is made in respect of such Credit Party who has failed to deliver the volume for which delivery is required to be made under the applicable sales contract, in each case the Borrower will provide prompt written notice of such request to
the Administrative Agent (but in any event no later than five (5) Business Days after the date of such request), which written notice shall include a reasonably detailed description of the circumstances surrounding such request and the
contemplated amount of such requested payment. 

  
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 (z) Information Provided Under DIP Term Loan Documents: The Credit Parties shall
provide to the Administrative Agent copies of all certificates, reports, notices and other information provided to the DIP Term Loan Agent or the DIP Term Loan Lenders pursuant to the DIP Term Loan Documents. 

(aa) Other Information. Subject to the confidentiality provisions of Section 9.8, the Credit Parties shall
provide to the Administrative Agent such other information respecting the business, operations, or Property of the Borrower or any Subsidiary, financial or otherwise, as any Lender through the Administrative Agent may reasonably request including,
but not limited to, a list of customers of the Credit Parties. 
 The Borrower hereby acknowledges that (i) the Administrative Agent will make
available to the Lenders materials and/or information provided by or on behalf of the Borrower and its Subsidiaries hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar
electronic system (the “Platform”) and (ii) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with
respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (A) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked
“PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (B) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the
Administrative Agent, the Issuing Lenders and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower, its Subsidiaries or their
securities for purposes of United States Federal and state securities laws; (C) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and
(D) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” 

Documents required to be delivered pursuant to Section 5.2 may be delivered electronically and if so delivered, shall be deemed to
have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet and (ii) on which such documents are posted on the Borrower’s behalf on an
Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, however, that (A) the Borrower shall
deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and
(B) the Borrower shall notify the Administrative Agent and each Lender (by electronic mail) of the posting of any such documents; 

Section 5.3. Insurance. 

(a) Each Credit Party shall, and shall cause each of its Subsidiaries to, carry and maintain all such other insurance in such amounts and
against such risks as is customarily maintained by other Persons of similar size engaged in similar businesses and reasonably acceptable to the Administrative Agent and with reputable insurers reasonably acceptable to the Administrative Agent. 

(b) If requested by the Administrative Agent, copies of all policies of insurance or certificates thereof covering the property or business of
the Credit Parties, and endorsements and renewals thereof, certified as true and correct copies of such documents by a Responsible Officer of the Borrower shall be delivered by Borrower to and retained by the Administrative Agent. Subject to the
terms of the DIP Order, all policies of property insurance with respect to the Collateral either shall have attached thereto a lender’s loss payable endorsement in favor of the Administrative Agent for its benefit and the ratable benefit of the


  
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Secured Parties or name the Administrative Agent as lender’s loss payee for its benefit and the ratable benefit of the Secured Parties, in either case, in form reasonably satisfactory to the
Administrative Agent, and all policies of liability insurance with respect to the Credit Parties shall name the Administrative Agent for its benefit and the ratable benefit of the Secured Parties as an additional insured and shall provide for a
waiver of subrogation in favor of the Administrative Agent for its benefit and the ratable benefit of the Secured Parties. All policies or certificates of insurance shall set forth the coverage, the limits of liability, the name of the carrier, the
policy number, and the period of coverage. All such policies shall contain a provision that notwithstanding any contrary agreements between the Borrower, its Subsidiaries, and the applicable insurance company, such policies will not be canceled or
allowed to lapse without renewal without at least thirty (30) days’ (or ten (10) days in the case of non-payment) prior written notice to the Administrative Agent. 

(c) If at any time the area in which any real property constituting Collateral is located is designated a “flood hazard area” in any
Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), the Borrower shall, and shall cause each of its Subsidiaries to, obtain flood insurance in such total amount as required by Regulation H of the
Federal Reserve Board, as from time to time in effect and all official rulings and interpretations thereunder or thereof, and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as it
may be amended from time to time. 
 (d) Notwithstanding Section 2.4(c)(ii) of this Agreement, after the occurrence
and during the continuance of an Event of Default, subject to the DIP Order and the Intercreditor Agreement, unless waived by the Administrative Agent in writing in its sole discretion, all proceeds of insurance, including any casualty insurance
proceeds, property insurance proceeds, proceeds from actions, and any other proceeds, shall be paid directly to the Administrative Agent and if necessary, assigned to the Administrative Agent, to be applied in accordance with
Section 7.5 of this Agreement, whether or not the Secured Obligations are then due and payable. 
 (e) In the event
that any insurance proceeds are paid to any Credit Party in violation of clause (d), such Credit Party shall, subject to the Intercreditor Agreement, hold the proceeds in trust for the Administrative Agent, segregate the proceeds from the other
funds of such Credit Party, and promptly pay the proceeds to the Administrative Agent with any necessary endorsement. Upon the request of the Administrative Agent, each of the Borrower and its Subsidiaries shall execute and deliver to the
Administrative Agent any additional assignments and other documents as may be necessary or desirable to enable the Administrative Agent to directly collect the proceeds as set forth herein. 

Section 5.4. Compliance with Laws. Other than violations arising as a result of the Chapter 11 Cases and except as otherwise
excused by the Bankruptcy Court, each Credit Party shall, and shall cause each of its Subsidiaries to, comply with all federal, state, and local laws and regulations (including Environmental Laws, Sanctions, Anti-Corruption Laws, and the Patriot
Act) which are applicable to the operations and Property of any Credit Party and maintain all related permits necessary for the ownership and operation of each Credit Party’s Property and business, except in any case where the failure to so
comply could not reasonably be expected to result in a Material Adverse Change; provided that this Section 5.4 shall not prevent any Credit Party from, in good faith and with reasonable diligence, contesting the validity or
application of any such laws or regulations by appropriate legal proceedings for which adequate reserves have been established in compliance with GAAP. 

Section 5.5. Taxes. Each Credit Party shall, and shall cause each of its Subsidiaries to pay and discharge all taxes, assessments,
and other charges and claims related thereto, in each case, which are material in amount, imposed on the Borrower or any of its Subsidiaries prior to the date on which penalties attach other than any tax, assessment, charge, or claims which is being
contested in good faith and for which adequate reserves have been established in compliance with GAAP. 

  
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 Section 5.6. [Reserved]. 

Section 5.7. Security. Each Credit Party agrees that at all times before the termination of this Agreement, payment in full of the
Obligations, the termination and return of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the applicable Issuing Lender in such Issuing Lender’s sole discretion have been made) and termination in
full of the Commitments, the Administrative Agent shall have an Acceptable Security Interest in the Collateral to secure the performance and payment of the Secured Obligations. Each Credit Party shall, and shall cause each of its Domestic
Subsidiaries to, grant to the Administrative Agent a Lien in any Collateral of such Credit Party or such Domestic Subsidiary now owned or hereafter acquired promptly and to take such actions as may be required under the Security Documents to ensure
that the Administrative Agent has an Acceptable Security Interest in such Property. 
 Section 5.8. Deposit Accounts. Each
Credit Party shall, and shall cause each of its Subsidiaries to, maintain their principal operating accounts and other deposit accounts with a Lender or any other bank that is reasonably acceptable to the Administrative Agent. Each Credit Party
shall, and shall cause each of its Subsidiaries to, ensure such deposit accounts and all securities accounts are subject to Account Control Agreements in accordance with the terms of Section 2.17; provided that,
notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the requirements of this Section 5.8 shall not apply to Excluded Deposit Accounts or any deposit accounts that constituted
“Excluded Deposit Accounts” (as defined in the Existing Credit Agreement) on the Petition Date. 
 Section 5.9. Records;
Inspection. Each Credit Party shall, and shall cause each of its Subsidiaries to maintain proper, complete and consistent books of record with respect to such Person’s operations, affairs, and financial condition in accordance with GAAP in
all material respects. From time to time upon reasonable prior notice (without limiting the provisions of Section 5.12), each Credit Party shall permit any Lender and shall cause each of its Subsidiaries to permit any
Lender, at such reasonable times and intervals and to a reasonable extent and under the reasonable guidance of officers of or employees delegated by officers of such Credit Party or such Subsidiary, to, subject to any applicable confidentiality
considerations, examine and copy the books and records of such Credit Party or such Subsidiary, to visit and inspect the Property of such Credit Party or such Subsidiary, and to discuss the business operations and Property of such Credit Party or
such Subsidiary with the officers and directors thereof; provided that, unless an Event of Default shall have occurred and be continuing, (a) only the Administrative Agent on behalf of the Lenders may exercise inspection, examination or audit
rights under this Section 5.9 and (b) the Borrower shall bear the cost of only two (2) such inspections per fiscal year. 

Section 5.10. Maintenance of Property. Except where compliance is excluded by, or is otherwise prohibited by the provisions of the
Bankruptcy Code or order of the Bankruptcy Court, each Credit Party shall, and shall cause each of its Subsidiaries to, maintain their material owned, leased, or operated Property necessary in the operation of its business in good condition and
repair, normal wear and tear and casualty and condemnation (excluding casualty and condemnation which could, individually or in the aggregate, reasonably be expected to cause a Material Adverse Change) excepted; and shall abstain from, and cause
each of its Subsidiaries to abstain from, knowingly or willfully permitting the commission of waste or other injury, destruction, or loss of natural resources, or the occurrence of pollution, contamination, or any other condition in, on or about the
owned or operated Property involving the Environment that could reasonably be expected to result in Response activities and that could reasonably be expected to cause a Material Adverse Change; provided, however, that no Credit Party shall be
required to maintain any property if the preservation thereof is no longer desirable in the conduct of the business of such Credit Party and the loss thereof is not adverse in any material respect to such Credit Party or the Lenders. 

  
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 Section 5.11. Royalty Agreements. Except where such payment is excluded by, or
is otherwise prohibited by the provisions of the Bankruptcy Code or order of the Bankruptcy Court, the Borrower shall, and shall cause each of its Subsidiaries to, timely pay all amounts owing pursuant to any royalty agreement to which the Borrower
or any of its Subsidiaries is a party except where the failure to do so (a) does not materially impair the ability of the Borrower and its Subsidiaries to use the Property subject to any Lien created by such royalty agreement in its business
and (b) could not reasonably be expected to result in a Material Adverse Change. 
 Section 5.12. Field Examinations. 

(a) The Borrower shall, and shall cause each of its Subsidiaries to, permit the Administrative Agent or a third party selected by the
Administrative Agent to, upon the Administrative Agent’s request in the Administrative Agent’s Permitted Discretion, conduct field examinations, with respect to any Accounts included in the calculation of the Borrowing Base, at reasonable
business times and upon reasonable prior notice to the Borrower; provided that (i) if no Availability Trigger Period has occurred and is continuing, the Borrower shall bear the costs of only one such field examination in any fiscal year
and (ii) if an Availability Trigger Period has occurred and is continuing, the Borrower shall bear the costs of up to two such field examinations in any fiscal year. 

(b) [Reserved]. 
 (c) If an Event
of Default has occurred and is continuing, the Administrative Agent may perform any additional field examinations, and all such field examinations shall be performed at the Borrower’s sole cost and expense. 

(d) Notwithstanding anything herein to the contrary, (i) no Credit Party nor any Affiliate thereof nor any of the foregoing’s
respective equity holders are intended to, and no such Person shall be, third party beneficiaries of any audits, appraisals, field examinations, or collateral audit conducted by any Secured Party or any other Person at the direction of any Secured
Party, (ii) no Secured Party is obligated to share any such material or information with any Person other than the directly intended and express beneficiary thereof and (iii) as a condition to any disclosure of such material or information
which a Secured Party may, but is not obligated to, provide, the applicable Secured Party may require that the Borrower execute and deliver a confidential, non-reliance, or other disclosure agreement in form
and substance acceptable to the disclosing Secured Party (which agreement would not go into effect until the delivery of the applicable audit, appraisal, field exam, or collateral audit). 

Section 5.13. [Reserved]. 

Section 5.14. Further Assurances. Subject to the Intercreditor Agreement, the Borrower shall, and shall cause each of its
Subsidiaries to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent any and all further documents, financing statements, agreements and instruments, and take all further action (including filing Uniform
Commercial Code and other financing statements, fixture filings, notice, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 3.1, as applicable) that may be
required under applicable law, or that the Required Lenders or the Administrative Agent may reasonably request, in order to effectuate the transactions contemplated by the Credit Documents and in order to grant, preserve, protect and perfect the
validity of the security interests created or intended to be created by the Security Documents in the Collateral, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Credit Parties. 

  
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 Section 5.15. Compliance with Anti-Corruption Laws and Sanctions. Each Credit
Party will maintain in effect and enforce policies and procedures designed to ensure compliance by each Credit Party, their Subsidiaries, and their respective directors, officers, employees and agents with Anti-Corruption Laws and Sanctions. 

Section 5.16. Accuracy of Information. The Credit Parties will ensure that any information, including financial statements or
other documents, furnished to the Administrative Agent or the Lenders in connection with this Agreement or any other Credit Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder contains no material
misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the furnishing of such information shall be deemed to be a
representation and warranty by the Borrower on the date thereof as to the matters specified in this Section 5.16; provided that, with respect to projected financial information, the Credit Parties will only ensure
that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. 
 Section 5.17.
Casualty and Condemnations. The Borrower will (a) furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any
action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding and (b) ensure that the Net Cash Proceeds of any such event (whether in the
form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement and the Credit Documents. 

Section 5.18. Payment of Obligations. Each Credit Party will, and will cause each Subsidiary to, pay or discharge all Debt and all
other material liabilities and obligations, including Taxes, before the same shall become delinquent or in default, except where (a) such payment is excluded by, or is otherwise prohibited by the provisions of the Bankruptcy Code or order of
the Bankruptcy Court or (b)(i) the validity or amount thereof is being contested in good faith by appropriate proceedings, (ii) such Credit Party or Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with
GAAP and (iii) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Change; provided, however, that each Credit Party will, and will cause each Subsidiary to, remit
withholding taxes and other payroll taxes to appropriate Governmental Authorities as and when claimed to be due, notwithstanding the foregoing exceptions, except where such payment is excluded by, or is otherwise prohibited by the provisions of the
Bankruptcy Code or order of the Bankruptcy Court. 
 Section 5.19. Beneficial Ownership Certificate. If at any time any
information contained in the most recent Beneficial Ownership Certification delivered hereunder becomes untrue, inaccurate, incorrect or incomplete, the Borrower will promptly provide an updated Beneficial Ownership Certification to the
Administrative Agent correcting such information. 
 Section 5.20. Use of Proceeds. The proceeds of the Loans and Letters of
Credit shall be used (a) to pay related transaction costs, fees and expenses; (b) to provide working capital and for other general corporate purposes of the Credit Parties in accordance with the Budget; (c) to pay obligations arising
from or related to the Carve-Out; (d) to pay restructuring costs incurred in connection with the Chapter 11 Cases. Notwithstanding anything to the contrary, no portion of the Loans or the Collateral
(including any cash collateral) shall be used (i) to challenge the validity, perfection, priority, extent or enforceability of the obligations under the DIP Facility, the Exit Facility or the facility under the Existing Credit Agreement,
(ii) to investigate or assert any other claims or causes of action against the Administrative Agent, the Lead Arranger, any other agent or any Lender with respect to any holder of any such obligations, except as agreed by the Administrative
Agent and provided in the DIP Order with respect to any investigation regarding the facility under the Existing Credit Agreement or (iii) for any act which has the effect of materially or adversely modifying or compromising the rights and
remedies of the Administrative Agent or the Lenders or any such party with respect to the DIP Facility, the Exit Facility or any Credit Document (as defined in the Existing Credit Agreement). 

  
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 ARTICLE 6 

NEGATIVE COVENANTS 
 So
long as any Obligation (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit which have been cash collateralized in accordance with this Agreement and (b) contingent
indemnification obligations which are not due and payable and which by their terms survive the termination or expiration of this Agreement and the other Credit Documents) shall remain unpaid, any Lender shall have any Commitment hereunder, or there
shall exist any Letter of Credit Exposure (other than Letter of Credit Exposure which has been cash collateralized in accordance with this Agreement), each Credit Party agrees to comply with the following covenants. 

Section 6.1. Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, suffer to exist,
or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): 

(a) the Obligations; 
 (b)
unsecured intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; 
 (c) Debt in
the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than 90 days past due, in each case incurred in the ordinary course of business,
as presently conducted, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; 

(d) purchase money indebtedness or Capital Leases incurred prior to the Petition Date and any Debt issued to refinance, refund, extend, renew
or replace such Debt (“Refinancing Indebtedness”) so long as the principal amount of such Refinancing Indebtedness is not greater than the outstanding principal amount of such existing Debt plus the amount of any premiums or
penalties and accrued and unpaid interest thereof and reasonable fees and expenses in connection therewith; 
 (e) Hedging Arrangements
permitted under Section 6.15; 
 (f) Debt arising from the endorsement of instruments for collection in the
ordinary course of business; 
 (g) the Senior Notes; 

(h) Debt in respect of the DIP Term Loan Facility; 

(i) Debt under performance, stay, appeal and surety bonds or with respect to workers’ compensation or other like employee benefit claims,
in each case incurred in the ordinary course of business; 
 (j) guarantees of Debt of any Credit Party permitted under this
Section 6.1; 

  
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 (k) Debt arising from royalty agreements on customary terms entered into by the Borrower and
its Subsidiaries in the ordinary course of business in connection with the purchase of Sand Reserves; and 
 (l) Debt existing on the
Petition Date and set forth on Schedule 6.1. 
 Section 6.2. Liens. No Credit Party shall, nor shall it permit any of its
Subsidiaries to, create, assume, incur, or suffer to exist any Lien on the Property of any Credit Party or any Subsidiary, whether now owned or hereafter acquired, or assign any right to receive any income, other than the following (collectively,
the “Permitted Liens”): 
 (a) Liens securing the Secured Obligations; 

(b) Liens securing obligations under the DIP Term Loan Facility; 

(c) Liens imposed by law, such as landlord’s, materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s
liens, and other similar liens arising in the ordinary course of business securing obligations which if overdue for a period of more than 30 days are being contested in good faith by appropriate procedures or proceedings and for which adequate
reserves have been established; 
 (d) Liens arising in the ordinary course of business out of pledges or deposits under workers compensation
laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation to secure public or statutory obligations; 

(e) Liens for Taxes, assessment, or other governmental charges which are not yet delinquent and payable or, if overdue, which are being
actively contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; 

(f) Liens securing purchase money debt or Capital Lease obligations permitted under Section 6.1(d); provided
that each such Lien encumbers only the Property purchased in connection with the creation of any such purchase money debt or the subject of any such Capital Lease, and all proceeds and products thereof (including insurance proceeds) and accessions
thereto, and the amount secured thereby is not increased; 
 (g) encumbrances consisting of minor easements, zoning restrictions, or other
restrictions on the use of real property that do not (individually or in the aggregate) materially affect the value of the assets encumbered thereby or materially impair the ability of any Credit Party to use such assets in its business, and none of
which is violated in any material aspect by existing or proposed structures or land use; 
 (h) Liens arising solely by virtue of any
statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a depository institution;

 (i) Liens on cash, deposit accounts or securities pledged or encumbered to secure performance of tenders, surety and appeal bonds,
government contracts, performance and return of money bonds, bids, trade contracts, leases, statutory obligations, regulatory obligations and other obligations of a like nature incurred in the ordinary course of business; 

(j) judgment and attachment Liens not giving rise to an Event of Default; 

  
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 (k) Liens in favor a banking institution arising by operation of law encumbering deposits in
accounts held by such banking institution incurred in the ordinary course of business and which are within the general parameters customary in the banking industry; 

(l) Any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license entered into in the ordinary course of
business and covering only the asset so leased or licensed; 
 (m) Defects and irregularities in title to any Property which in the aggregate
do not materially impair the fair market value or use of the Property for the purposes for which it is or may reasonably be expected to be held; 

(n) Liens on advance of cash or earnest money deposits in favor of the seller of any property to be acquired in connection with Capital
Expenditures permitted hereunder, which advances shall be applied against the purchase price for such permitted Capital Expenditures; and 

(o) Liens on Property of the Borrower or its Subsidiaries existing on the Petition Date and set forth in Schedule 6.2 and refinancing,
extensions renewals and replacements thereof permitted hereunder; provided that such Liens shall secure only those obligations which they secure on the date hereof and such Liens shall not be extended to cover any additional Property not
subject thereto on the Petition Date. 
 Section 6.3. Investments. No Credit Party shall, nor shall it permit any of its
Subsidiaries to, make or hold any direct or indirect investment (each, an “Investment”) in any other Person, including capital contributions to the Person, investments in or the acquisition of the debt or equity securities of the
Person, or any loans, guaranties, trade credit, or other extensions of credit to any Person, other than the following (collectively, the “Permitted Investments”): 

(a) investments in the form of trade credit to customers of a Credit Party arising in the ordinary course of business and represented by
accounts from such customers; 
 (b) Liquid Investments; 

(c) loans, advances, or capital contributions to, or investments in, or purchases or commitments to purchase any stock or other securities or
evidences of indebtedness of or interests in any Person and existing on the Petition Date, in each case as specified in the attached Schedule 6.3; provided that, the respective amounts of such loans, advances, capital contributions,
investments, purchases and commitments shall not be increased (other than appreciation); 
 (d) Investments by a Credit Party in or to any
other Credit Party; 
 (e) [Reserved]; 

(f) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with,
customers and suppliers, in each case, arising in the ordinary course of business; 
 (g) guarantees of obligations (not in respect of Debt)
of the Credit Parties incurred in the ordinary course of business; 
 (h) Investments consisting of Debt or Acquisitions permitted by
Article 6; and 

  
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 (i) Investments existing on the Petition Date in wholly-owned Subsidiaries and as otherwise
set forth on Schedule 6.3. 
 Section 6.4. Acquisitions. No Credit Party shall, nor shall it permit any of its
Subsidiaries to, make any Acquisition. 
 Section 6.5. Agreements Restricting Liens. No Credit Party shall, nor shall it permit
any of its Subsidiaries to, create, incur, assume or permit to exist any contract, agreement or understanding (other than (a) this Agreement, or the other Credit Documents, (b) the DIP Term Loan Facility, (c) agreements governing Debt
permitted by Sections 6.1(d) to the extent such restrictions govern only the Property (and all proceeds and products thereof and accessions thereto) financed pursuant to such Debt, (d) any prohibition or limitation that exists pursuant
to applicable requirements of a Governmental Authority, (e) any prohibition or limitation that restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of Borrower or its Subsidiaries and
customary provisions in other contracts restricting assignment thereof, (f) agreements in connection with a sale of assets permitted by Section 6.8, and (g) any prohibition or limitation that exists in any
contract to which a Credit Party is a party on the date hereof so long as (i) such prohibition or limitation is generally applicable and does not specifically prohibit any of the Debt or the Liens granted under the Credit Documents, and
(ii) the noncompliance of such prohibition or limitation would not reasonably be expected to be adverse to the Administrative Agent or the Lenders) which in any way prohibits or restricts the granting, conveying, creation or imposition of any
Lien on any of its Property (including (A) any fee owned real property of any Credit Party and (B) any Certificated Equipment of any Credit Party), whether now owned or hereafter acquired, to secure the Secured Obligations or restricts any
Subsidiary from paying Restricted Payments to the Borrower, or which requires the consent of or notice to other Persons in connection therewith, which consent or notice has not been obtained or given on a permanent and irrevocable basis such that no
further consent of or notice to such other Person is required to be given in connection with any such Lien or Restricted Payment. 

Section 6.6. Use of Proceeds. 

(a) No Credit Party shall, nor shall it permit any of its Subsidiaries to use the proceeds of the Loans or the Letters of Credit for any
purposes other than the purposes set forth in Section 5.20 and in accordance with the Budget. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, use any part of the proceeds of
Loans or Letters of Credit for any purpose which violates, or is inconsistent with, Regulations T, U, or X. 
 (b) The Borrower will not
request any Loans or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan or Letter of Credit
(i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any Anti-Corruption Laws, (ii) for the purposes of funding, financing or
facilitation of any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation
incorporated in the United States or in a European Union member state or the United Kingdom or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto. No Credit Party will use the proceeds of any
Loan or Letter of Credit in any way that will violate any Anti-Corruption Laws or Sanctions. 

  
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 Section 6.7. Corporate Actions; Accounting Changes. 

(a) No Credit Party shall, nor shall it permit any of its Subsidiaries to, merge or consolidate with or into any other Person. 

(b) No Credit Party shall, nor shall it permit any of its Subsidiaries to (i) change its name, change its state of incorporation,
formation or organization, change its organizational identification number or reorganize in another jurisdiction, (ii) create or suffer to exist any Subsidiary not existing on the Petition Date, (iii) amend, supplement, modify or restate
their articles or certificate of incorporation or formation, limited partnership agreement, bylaws, limited liability company agreements, or other equivalent organizational documents in a manner that could reasonably be expected to be materially
adverse to the interests of the Administrative Agent and the Lenders, or (iv) change the method of accounting employed in the preparation of the Initial Financial Statements except in accordance with GAAP or change the fiscal year end of the
Borrower unless, in each case, approved in writing by the Required Lenders. 
 Section 6.8. Sale of Assets. No Credit Party
shall, nor shall it permit any of its Subsidiaries to, sell, convey, or otherwise transfer or dispose of (in one transaction or in a series of related transactions and whether effected pursuant to a division or otherwise) any of its assets except
that (a) any Credit Party may sell Inventory in the ordinary course of business; (b) any Credit Party may sell, convey, dispose or otherwise transfer any of its assets to any other Credit Party; (c) any Credit Party may make
dispositions of obsolete or worn out Property in the ordinary course of business, and dispositions of Property no longer useful or used by the Borrower and its Subsidiaries in the conduct of its business; (d) any Credit Party may make
dispositions of equipment to the extent that such Property is exchanged for credit against the purchase price of similar replacement Property or the proceeds of which are reasonably promptly applied to the purchase price of such replacement
Property; (e) any Credit Party may make dispositions of Liquid Investments; (f) any Credit Party may make dispositions of Accounts in connection with the collection or compromise thereof in the ordinary course of business; (g) any
Credit Party may enter into leases, subleases, licenses or sublicenses or Property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; (h) any Credit Party may make
transfers of property subject to Casualty Events, subject to the Borrower’s compliance with Section 2.4(c)(ii) and (i) to the extent constituting dispositions, any Credit Party may make dispositions permitted by
Sections 6.3, 6.7 and 6.9. 
 Section 6.9. Restricted Payments. No Credit Party shall, nor shall it permit
any of its Subsidiaries to make any Restricted Payments except that the Subsidiaries of the Borrower may make Restricted Payments to the Borrower or any other Credit Party that is a Subsidiary of the Borrower. 

Section 6.10. Affiliate Transactions. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or
indirectly, enter into or permit to exist any transaction or series of transactions (including, but not limited to, the purchase, sale, lease or exchange of Property, the making of any investment, the giving of any guaranty, the assumption of any
obligation or the rendering of any service) with any of their Affiliates which are not Credit Parties unless such transaction or series of transactions is on terms no less favorable to the Borrower or any Subsidiary, as applicable, than those that
could be obtained in a comparable arm’s length transaction with a Person that is not such an Affiliate except for reasonable and customary director, officer and employee compensation, including bonuses and severance (which compensation may be
paid to affiliates of such directors, officers and employees at the direction of the applicable director, officer or employee), indemnification and other benefits (including retirement, health, stock option and other benefit plans). 

Section 6.11. Line of Business. No Credit Party shall, and shall not permit any of its Subsidiaries to, change the character of
the Borrower’s and its Subsidiaries collective business as conducted on the Petition Date, or engage in any type of business not reasonably related to the Borrower’s and its Subsidiaries collective business as presently and normally
conducted. 

  
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 Section 6.12. Hazardous Materials. No Credit Party (a) shall, nor shall it
permit any of its Subsidiaries to, create, handle, transport, use, or dispose of any Hazardous Substance or Hazardous Waste, except in the ordinary course of its business and except in compliance with Environmental Law other than to the extent that
such non-compliance could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or in any liability to the Lenders or the Administrative Agent, and
(b) shall, nor shall it permit any of its Subsidiaries to, Release any Hazardous Substance or Hazardous Waste into the Environment and shall not permit any Credit Party’s or any Subsidiary’s Property to be subjected to any Release of
Hazardous Substance or Hazardous Waste, except in compliance with Environmental Law other than to the extent that such non-compliance could not, individually or in the aggregate, reasonably be expected to
result in a Material Adverse Change or in any liability on the Lenders or the Administrative Agent. 
 Section 6.13. Compliance with
ERISA. Except for matters that individually or in the aggregate could not reasonably be expected to cause a Material Adverse Change, no Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly: (a) engage
in any transaction in connection with which the Borrower or any Subsidiary could be subjected to either a civil penalty assessed pursuant to Section 502(c), (i) or (1) of ERISA or a tax imposed by Chapter 43 of Subtitle D of the Code;
(b) terminate, or permit any member of the Controlled Group to terminate, any Plan in a manner, or take any other action with respect to any Plan, which could result in any liability of the Borrower, any Subsidiary or any member of the
Controlled Group to the PBGC; (c) fail to make, or permit any member of the Controlled Group to fail to make, full payment when due of all amounts which, under the provisions of any Plan, agreement relating thereto or applicable law, the
Borrower, a Subsidiary or member of the Controlled Group is required to pay as contributions thereto; (d) permit to exist, or allow any Subsidiary or any member of the Controlled Group to permit to exist, any failure to satisfy the
“minimum funding standards” under Sections 302 or 303 of ERISA or Sections 412 or 430 of the Code with respect to any Plan; (e) permit, or allow any member of the Controlled Group to permit, the actuarial present value of the benefit
liabilities (as “actuarial present value of the benefit liabilities” shall have the meaning specified in Section 4041 of ERISA) under any Plan that is regulated under Title IV of ERISA to exceed the current value of the assets
(computed on a plan termination basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities; (f) contribute to or assume an obligation to contribute to, or permit any member of the Controlled Group to
contribute to or assume an obligation to contribute to, any multiemployer plan (as defined in Section 4001(a)(3) of ERISA); (g) acquire, or permit any member of the Controlled Group to acquire, an interest in any Person that causes such Person
to become a member of the Controlled Group if such Person sponsors, maintains or contributes to, or at any time in the six-year period preceding such acquisition has sponsored, maintained, or contributed to,
(i) any multiemployer plan (as defined in Section 4001(a)(3) of ERISA), or (ii) any other employee benefit plan that is subject to Title IV of ERISA under which the actuarial present value of the benefit liabilities under such plan
exceeds the current value of the assets (computed on a plan termination basis in accordance with Title IV of ERISA) of such plan allocable to such benefit liabilities; (h) incur, or permit any member of the Controlled Group to incur, a
liability to or on account of a Plan under sections 515, 4062, 4063, 4064, 4201 or 4204 of ERISA; or (i) contribute to or assume an obligation to contribute to any employee welfare benefit plan, as defined in section 3(1) of ERISA, including,
without limitation, any such plan maintained to provide benefits to former employees of such entities, that may not be terminated by such entities in their sole discretion at any time without any liability. 

Section 6.14. Sale and Leaseback Transactions. No Credit Party shall, nor shall it permit any of its Subsidiaries to, sell or
transfer to a Person any Property, whether now owned or hereafter acquired, if at the time or thereafter the Borrower or a Subsidiary shall lease as lessee such Property or any part thereof or other Property which the Borrower or a Subsidiary
intends to use for substantially the same purpose as the Property sold or transferred. 

  
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 Section 6.15. Limitation on Hedging. No Credit Party shall, nor shall it permit
any of its Subsidiaries to, (a) purchase, assume, or hold a speculative position in any commodities market or futures market or enter into any Hedging Arrangement for speculative purposes; or (b) be party to or otherwise enter into any
Hedging Arrangement which (i) is entered into for reasons other than as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the Borrower’s or its
Subsidiaries’ operations, or (ii) obligates the Borrower or any of its Subsidiaries to any margin call requirements or otherwise requires the Borrower or any of its Subsidiaries to put up money, assets or other security (other than
unsecured letters of credit). Furthermore, no Credit Party shall, nor shall it permit any of its Subsidiaries be party to or otherwise enter into any Hedging Arrangement which relate to interest rates if such Hedging Arrangement relate to payment
obligations on Debt which is not permitted to be incurred under Section 6.1 above, the aggregate notional amount of all such Hedging Arrangements exceeds 100% of the outstanding principal balance of the Debt to be hedged by
such Hedging Arrangements or an average of such principal balances calculated using a generally accepted method of matching interest swap contracts to declining principal balances, the floating rate index of each such contract generally matches the
index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract, such Hedging Arrangement is with a counterparty or has a guarantor of the obligation of the counterparty who (unless such
counterparty is a Lender or one of its Affiliates) at the time the Hedging Arrangement is made is rated lower than A by S & P or A2 by Moody’s, or the floating rate index of such Hedging Arrangement does not generally match the index
used to determine the floating rates of interest on the corresponding Debt to be hedged by such Hedging Arrangement. 
 Section 6.16.
Minimum Liquidity. The Credit Parties shall not permit Liquidity at any time to be less than $12,500,000. 
 Section 6.17.
Landlord Agreements. No Credit Party shall, nor shall it permit any of its Subsidiaries to (a) hold, store or otherwise maintain any equipment or Inventory that is intended to constitute Collateral pursuant to the Security Documents at
premises which are not owned by a Credit Party and located in the U.S. unless (i) such equipment is located at the job site under which such equipment is then currently under contract, (ii) such equipment or Inventory is located at
premises within the U.S. that are not owned by a Credit Party and with respect to which such Credit Party has used commercially reasonable efforts to obtain a lien waiver or subordination agreement in form and substance satisfactory to the
Administrative Agent, (iii) such equipment is office equipment, (iv) such equipment or Inventory is in transit or being temporarily stored for the purposes of being transported, (v) such equipment is off location for servicing,
repairs or modification, (vi) such equipment is being held for delivery, or (vii) the aggregate value of all equipment and Inventory located at premises which are not owned by a Credit Party and with respect to which a Credit Party has not
used commercially reasonable efforts to obtain a lien waiver or subordination agreement in form and substance satisfactory to the Administrative Agent does not exceed $500,000, or (b) after the date hereof, enter into any new verbal or written
leases for premises with any Person who has not executed a lien waiver or subordination agreement in form and substance satisfactory to the Administrative Agent unless the equipment or Inventory located on such premises would fall under any of the
provisions in the foregoing clause (a). 
 Section 6.18. Operating Leases. The Credit Parties and their Subsidiaries, taken as a
whole, shall not at any time have obligations as lessee with respect to Operating Leases (including all lease payments with respect to all Operating Leases entered into by any Credit Party or Subsidiary but excluding payments for taxes, insurance,
and other non-rental expenses to the extent not included within the stated amount of the rental payments under Operating Leases) exceeding $25,000,000 during any fiscal year. 

  
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 Section 6.19. Amendment of Material Contracts. No Credit Party shall, nor shall
it permit any of its Subsidiaries to, amend, restate, supplement or otherwise modify any Material Contract and any agreement or documentation relating thereto, in each case in a manner materially adverse to the interests of the Administrative Agent
or the Lenders, without the prior written consent of the Required Lenders; provided that the modification of prepetition Railcar Leases to reject and/or replace such Railcar Leases with Railcar Leases providing for, inter alia, reduced rates
and fleet sizes shall not be a modification materially adverse to the interests of the Administrative Agent or the Lenders. 

Section 6.20. Budget Variance. As of the Friday after the fourth full calendar week ending after the Petition Date and on each
fourth Friday thereafter (each a “Testing Date” and each such period, commencing on the Petition Date or such immediately preceding Testing Date and ending on the relevant Testing Date, a “Testing Period”; provided
that the initial Testing Period shall be deemed to include the full calendar week in which the Petition Date occurs), the Borrower shall not permit the aggregate actual cash expenses and disbursements other than Professional Fees made by the
Borrower and its Subsidiaries during such Testing Period to be greater than 115% of the projected aggregate cash expenses and disbursements other than Professional Fees as set forth in the Budget for such Testing Period. 

Section 6.21. Capital Expenditures. No Credit Party shall, nor shall it permit any of its Subsidiaries to, incur or commit to
incur any Capital Expenditures other than Capital Expenditures set forth in the Budget. 
 Section 6.22. Key Employee Plans. No
Credit Party shall (a)(i) enter into any key employee or executive incentive or retention plan, other than such plans in effect as of the Petition Date or (ii) amend or modify any existing key employee retention plan and incentive plan in a
manner that increases benefits payable thereunder, unless such plan, amendment or modification, as applicable, is either consistent with the terms of the RSA or reasonably satisfactory to the Required Lenders and (b) other than (i) the
payments of salary or wages and (ii) the retention payments made by certain Credit Parties prior to the Effective Date, in each case to managers, officers, and management- or executive-level employees of any of the Credit Parties, make any
grant or payment after the Effective Date (including pursuant to a key employee or executive incentive or retention plan or other similar agreement or arrangement) to any director, manager, officer, or management- or executive-level employee of any
of the Credit Parties.; 
 Section 6.23. Superpriority Claims. No Credit Party shall create or permit to exist any
Superpriority Claim other than Superpriority Claims permitted by the DIP Order (including the Carve-Out). 

Section 6.24. Repayment of DIP Term Loan Credit Agreement. No Credit Party shall use or permit the use of any Net Cash Proceeds
from a Prepayment Event with respect to ABL Priority Collateral to repay obligations under the DIP Term Loan Facility. 
 ARTICLE 7

 DEFAULT AND REMEDIES 

Section 7.1. Events of Default. The occurrence of any of the following events shall constitute an “Event of Default”
under this Agreement and any other Credit Document: 
 (a) Payment Failure. Any Credit Party fails to pay any principal, interest or
any other amount (including fees, reimbursements and indemnifications) when due under this Agreement or any other Credit Document; 
 (b)
False Representation or Warranties. Any representation or warranty made or deemed to be made by any Credit Party, the Canadian Subs or any officer thereof in this Agreement, in any other Credit Document or in any certificate delivered in
connection with this Agreement or any other Credit Document is incorrect, false or otherwise misleading in any material respect at the time it was made or deemed made; 

  
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 (c) Breach of Covenant. (i) Any breach by any Credit Party or the Canadian Subs
of any of the covenants in Section 5.1(a), Section 5.2(d), Section 5.2(h), Section 5.3(a), Section 5.11,
Section 5.15, Section 5.20 or Article 6 (other than Sections 6.11, 6.12 or 6.17) of this Agreement or (ii) any breach by any Credit Party or the Canadian Subs of
any other covenant contained in this Agreement or any other Credit Document and such breach shall remain unremedied for a period of five (5) days following the earlier of (A) the date on which Administrative Agent gave notice of such
failure to Borrower and (B) the date any Responsible Officer of the Borrower or any Subsidiary acquires actual knowledge of such failure (such grace period to be applicable only in the event such Default can be remedied by corrective action of
the Borrower or any Subsidiary); 
 (d) Guaranties. Any provisions in the Guaranties shall at any time (before its expiration
according to its terms) and for any reason cease to be in full force and effect and valid and binding on the Guarantors party thereto or shall be contested by any party thereto; any Guarantor shall deny it has any liability or obligation under such
Guaranties; 
 (e) Security Documents. Any Security Document shall at any time and for any reason cease to create an Acceptable
Security Interest in Collateral with a fair value in excess of $500,000 in the aggregate purported to be subject to such agreement in accordance with the terms of such agreement or any material provisions thereof shall cease to be in full force and
effect and valid and binding on the Credit Party that is a party thereto or any such Person shall so state in writing (unless released or terminated pursuant to the terms of such Security Document), except as a result of the Administrative
Agent’s failure to maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Security Documents; 

(f) Cross-Default. (i) The Borrower, the Canadian Subs or any Guarantor shall fail to pay any principal of or premium or interest
(A) under the DIP Term Loan Credit Agreement or (B) on its other Debt incurred after the Petition Date which is outstanding in a principal amount of at least $1,000,000 individually or when aggregated with all such Debt of the Borrower and
the Subsidiaries so in default (but excluding Debt hereunder) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace
period, if any, specified in the agreement or instrument relating to such Debt; or (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to (A) the DIP Term Loan Credit Agreement or
(B) to its other Debt incurred after the Petition Date which is outstanding in a principal amount of at least $1,000,000 individually or when aggregated with all such Debt of the Borrower and the Subsidiaries so in default (other than Debt
hereunder), and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt prior to the
stated maturity thereof; provided that for purposes of this paragraph (f), the “principal amount” of the obligations in respect of Hedging Arrangements at any time shall be the maximum aggregate amount (giving effect to any netting
agreements) that would be required to be paid if such Hedging Arrangements were terminated at such time; 
 (g) Settlements; Adverse
Judgment. The Borrower or any of its Subsidiaries enters into a settlement of any claim against any of them when a suit has been filed or suffers final judgments against any of them since the Petition Date in an aggregate amount, less
(i) any insurance proceeds covering such settlements or judgments which are received or as to which the insurance carriers have not denied liability and (ii) with respect to settlements, any portion of such settlement not required to be
paid in cash during the term of this Agreement, greater than $1,000,000 and, in the case of final judgments, there shall be any period of 30 consecutive days during which a stay of enforcement of such judgments, by reason of a pending appeal or
otherwise, shall not be in effect (including as a result of the automatic stay under the Chapter 11 Cases); 

  
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 (h) Termination Events. Any Termination Event with respect to a Plan shall have
occurred, and, 30 days after notice thereof shall have been given to the Borrower by the Administrative Agent, such Termination Event shall not have been corrected and shall have created and caused to be continuing a material risk of Plan
termination or liability for withdrawal from the Plan as a “substantial employer” (as defined in Section 4001(a)(2) of ERISA), which termination could reasonably be expected to result in a liability of, or liability for withdrawal
could reasonably be expected to be, greater than $500,000; 
 (i) Plan Withdrawals. The Borrower or any member of the Controlled Group
as employer under a Multiemployer Plan shall have made a complete or partial withdrawal from such Multiemployer Plan and such withdrawing employer shall have incurred a withdrawal liability in an annual amount exceeding $500,000; 

(j) Credit Documents. (i) Any material provision of any Credit Document, except to the extent permitted by the terms thereof, shall
for any reason cease to be valid and binding on the Borrower or a Guarantor or any of their respective Subsidiaries or any such Person shall so state in writing or (ii) the occurrence of any “default”, as defined in any Credit
Document (other than this Agreement), or the breach of any of the terms or provisions of any Credit Document (other than this Agreement), which default or breach continues beyond any grace period therein provided; 

(k) Material Contracts. The occurrence of any breach or nonperformance by any Person under a Material Contract or any early termination
of any Material Contract, which breach, nonperformance or early termination could reasonably be expected to cause a Material Adverse Change; provided that the Credit Parties’ exercise of rights with respect to executory contracts
pursuant to Section 365 of the Bankruptcy Code, including inter alia rejection or cure and assumption of Material Contracts, shall not, and shall not be expected to, cause a Material Adverse Change; or 

(l) Change in Control. The occurrence of a Change in Control. 

(m) Bankruptcy Related Events. The occurrence of any of the following: 

(i) (A) The entry of an order dismissing the Chapter 11 Cases or converting the Chapter 11 Cases to a case under chapter 7 of
the Bankruptcy Code, (B) the entry of an order appointing a chapter 11 trustee in the Chapter 11 Cases, (C) the entry of an order in the Chapter 11 Case appointing an examiner having expanded powers (beyond those set forth under Sections
1106(a)(3) and (4) of the Bankruptcy Code) and (D) the filing of any pleading by any Credit Party seeking, or otherwise consenting to, any of the matters set forth in clauses (A) through (C) above. 

(ii) (A) An amendment, supplement or other modification shall have been made to, or a consent or waiver shall have been granted
with respect to any departure by any person from the provisions of, the Approved Plan (without giving effect to such amendment, supplement, modification, consent or waiver), in each case, in a manner that is not permitted pursuant to the definition
thereof (it being agreed an amendment, supplement or other modification to the Approved Plan to provide for both the payment in full and in cash of all Secured Obligations under this Agreement (including the cash collateralization of any Letters of
Credit) and the termination of all Commitments hereunder, and all claims under the Existing Credit Agreement on the Effective Date and for third party releases in favor of the Administrative Agent, the Lenders and any other secured parties under the
Existing Credit Agreement, this Agreement or other Credit Documents (such a plan of reorganization, a “Cash Pay Plan”) shall not constitute an Event of Default), (B) any plan other than the Approved Plan or a Cash Pay Plan is filed
by, or with the support of, a Loan Party without the consent of the Required Lenders, (C) the Loan Parties shall have commenced or participated in furtherance of any solicitation in respect of a proposed plan or reorganization other


  
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than the Approved Plan or a Cash Pay Plan, (D) the Bankruptcy Court shall terminate or reduce the period pursuant to Section 1121 of the Bankruptcy Code during which the Credit Parties
have the exclusive right to file a plan of reorganization and solicit acceptances thereof, (E) the Bankruptcy Court shall grant relief that is inconsistent with the Approved Plan in any material respect and that is adverse to the Administrative
Agent’s or the Secured Parties’ interests or inconsistent with the Credit Documents or (F) any of the Credit Parties or any of their affiliates shall file any motion or pleading with the Bankruptcy Court that is inconsistent in any
material respect with the Approved Plan and such motion or pleading has not been withdrawn prior to the earlier of (y) three (3) Business Days of the Borrower receiving notice from the Administrative Agent and (z) entry of an order of the
Bankruptcy Court approving such motion or pleading. 
 (iii) The entry of the Final Order shall not have occurred on or
before the Final Order Entry Deadline, or there shall be a breach by any Loan Party of any material provisions of the Interim Order (prior to entry of the Final Order) or the Final Order, or the Interim Order (prior to entry of the Final Order) or
Final Order shall cease to be in full force and effect or shall have been reversed, modified, amended, stayed, vacated or subject to stay pending appeal, in the case of any modification or amendment, without the prior written consent of
Administrative Agent and Required Lenders. 
 (iv) Other than the DIP Order in respect of the
Carve-Out, the entry of an order in the Chapter 11 Cases charging any of the Collateral under Section 506(c) of the Bankruptcy Code against the Lenders under which any person takes action against the
Collateral or that becomes a final non-appealable order, or the commencement of other actions that is adverse to the Administrative Agent or the Lenders or their respective rights and remedies under the DIP
Facility in any of the Chapter 11 Cases or inconsistent with the Credit Documents. 
 (v) The entry of an order granting
relief from any stay of proceeding (including, without limitation, the automatic stay) so as to allow a third party to proceed with foreclosure (or granting of a deed in lieu of foreclosure) against any asset with a value in excess of $250,000. 

(vi) The payment of any pre-Petition Date claims (other than (i) in respect of
accrued payroll and related expenses as of the Petition Date) or (ii) as permitted by the RSA, the Interim Order, the Final Order, or pursuant to an order entered in the Chapter 11 Cases that is supported, or not objected to, by the Required
Lenders. 
 (vii) Any lien securing or Superpriority Claim in respect of the obligations under the DIP Facility shall cease
to be valid, perfected (if applicable) and enforceable in all respects or to have the priority granted under the Interim Order and the Final Order, as applicable. 

(viii) The existence of any claims or charges (including any grant of adequate protection), or the entry of any order of the
Bankruptcy Court authorizing any claims or charges (including any grant of adequate protection), other than in respect of the DIP Facility, the DIP Term Loan Facility and the Carve-Out or as otherwise
permitted under the Credit Documents and the DIP Term Loan Documents, entitled to superpriority under Section 364(c)(1) of the Bankruptcy Code pari passu or senior to the DIP Facility or the DIP Term Loan Facility (other
than in respect of claims or charges to the DIP Term Loan Priority Collateral in respect of the DIP Term Loan Documents), or there shall arise or be granted by the Bankruptcy Court (A) any claim having priority over any or all administrative
expenses of the kind specified in clause (b) of Section 503 or clause (b) of Section 507 of the Bankruptcy Code (other than the Carve Out and the DIP Term Loan Documents) that is pari passu or senior to the
Superpriority Claim or (B) any Lien on the Collateral having a priority senior to or pari passu with the liens and security interests granted pursuant to the DIP Order and the Credit Documents, except as expressly provided
herein or in the Interim Order or the Final Order, whichever is in effect. 

  
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 (ix) The Credit Parties or any of their Subsidiaries, shall obtain court
authorization to commence, or shall commence, join in, assist or otherwise participate as an adverse party in any suit or other proceeding against the Administrative Agent or any of the Lenders relating to the DIP Facility or the Existing Credit
Agreement. 
 (x) Failure to satisfy any of the Milestones in accordance with the terms relating to such Milestone. 

(xi) After the entry thereof by the Bankruptcy Court, the Confirmation Order shall cease to be in full force and effect, or any
Credit Party shall fail to satisfy in full all obligations under the DIP Facility (or convert the DIP Facility into the Exit Facility) on or prior to the effective date of the Approved Plan or fail to comply in any material respect with the
Confirmation Order, or the Confirmation Order shall have been revoked, remanded, vacated, reversed, rescinded or modified or amended in any manner that (a) is adverse to the Secured Parties’ interests, rights or treatment or inconsistent
with the Credit Documents, (b) alters the debt capital structure of the Credit Parties as set forth in the Approved Plan, (c) allows for the incurrence of indebtedness upon or in conjunction with the effective date of the Approved Plan not
otherwise contemplated under the Approved Plan (without giving effect to any such modification or supplement) or (d) changes the priority or treatment of any indebtedness from that set forth in the Approved Plan (without giving effect to any
such modification or supplement). 
 (xii) Except as otherwise consented to by the Required Lenders, any sale, conveyance,
disposition or other transfer of all or a material portion of the Collateral pursuant to the Bankruptcy Code other than as permitted pursuant (x) the Interim Order or the Final Order, (y) the Approved Plan or (z) the Credit Documents.

 (xiii) [Reserved]. 

(xiv) The RSA is terminated or ceases to be in full force and effect. 

(xv) The Backstop Agreement is terminated or ceases to be in full force and effect. 

(xvi) The Credit Parties (A) file any motion or application, including in connection with a plan of reorganization,
seeking authority to reject, assume, assume and assign, amend, supplement, or modify any Railcar Lease, or (B) amend, modify, supplement, extend, terminate, or otherwise enter into a modified arrangement with respect to any Railcar Lease, in
each case, without the prior written consent of the Required Lenders. 
 (xvii) The Credit Parties, taken as a whole, cease
to conduct substantially all of their business operations without the prior written consent of the Required Lenders. 

(xviii) The Interim Order or the Final Order shall be vacated, reversed or stayed in any respect, or modified or amended in any
material respect, without the consent of the Required Lenders. 
 (xix) Any Credit Party fail to comply with the Interim
Order or the Final Order in any material respect. 

  
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 (xx) At any time after the entry of the Final Order, the sum of
(A) aggregate principal amount of outstanding loans under the DIP Term Loan Facility and (B) the unfunded commitments under the DIP Term Loan Facility shall be (1) less than $40,000,000 or (2) more than $60,000,000. 

(xxi) Any Credit Party shall commence, join in, assist or otherwise participate (or attempt to commence, join in, assist or
otherwise participate) as an adverse party in any suit or other proceeding against the Administrative Agent or any of the Lenders to (A) contest the validity or enforceability of any Credit Document or (B) contest the validity or
perfection of any Lien securing the Obligations. 
 (n) Change in CEO. At any time prior to the Effective Date (as defined in the
RSA), Mr. Robert Rasmus shall cease to serve as Chief Executive Officer of the Borrower for any reason; provided, that an Event of Default shall not occur under this Section 7.1(n) if, within three
(3) Business Days of the date that Mr. Rasmus ceases to serve as Chief Executive Officer of the Borrower for any reason, the board of directors, managing member or other governing body of the Borrower and each of its Subsidiaries, as
applicable, appoints Mr. Ryan Omohundro, of Alvarez & Marsal North America, LLC (or such other person reasonably acceptable to the Required Lenders), to the position of Chief Restructuring Officer (the “CRO”) of the
Borrower and each of its Subsidiaries and bestows upon the CRO all duties and responsibilities customarily associated with such position, including, without limitation, the duties and responsibilities exercised by Mr. Rasmus as of the Effective
Date. 
 Section 7.2. Optional Acceleration of Maturity. If any Event of Default shall have occurred and be continuing, then,
and in any such event, 
 (a) the Administrative Agent (i) shall at the request, and may with the consent, of the Required Lenders, by
notice to the Borrower, declare that the obligation of each Lender to make Loans and the obligation of the Issuing Lenders to issue Letters of Credit shall be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the
request, and may with the consent, of the Required Lenders, by notice to the Borrower, declare the Revolving Notes, all accrued and unpaid interest thereon, and all other amounts payable under this Agreement to be forthwith due and payable,
whereupon the Revolving Notes, all such interest, and all such amounts shall become and be forthwith due and payable in full, without presentment, demand, protest or further notice of any kind (including, without limitation, any notice of intent to
accelerate or notice of acceleration), all of which are hereby expressly waived by each of the Credit Parties, 
 (b) the Borrower shall, on
demand of the Administrative Agent at the request or with the consent of the Required Lenders, deposit with the Administrative Agent into the Cash Collateral Account an amount of cash equal to the outstanding Letter of Credit Exposure as security
for the Secured Obligations to the extent the Letter of Credit Obligations are not otherwise paid or cash collateralized at such time, and 

(c) the Administrative Agent shall at the request of, and may with the consent of, the Required Lenders proceed to enforce its rights and
remedies under the Security Documents, the Guaranty, or any other Credit Document for the ratable benefit of the Secured Parties by appropriate proceedings. 

Section 7.3. Set-off. Upon (a) the occurrence and during the continuance of any Event
of Default and (b) the making of the request or the granting of the consent, if any, specified by Section 7.2 to authorize the Administrative Agent to declare the Revolving Notes and any other amount payable hereunder
due and payable pursuant to the provisions of Section 7.2, the Administrative Agent, each Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent, such


  
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Lender, or any such Affiliate to or for the credit or the account of any Credit Party against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, the
Revolving Notes held by the Administrative Agent, such Lender, or such Affiliate, and the other Credit Documents, irrespective of whether or not the Administrative Agent, such Lender, or such Affiliate shall have made any demand under this
Agreement, such Revolving Note, or such other Credit Documents, and although such obligations may be unmatured. Each Lender agrees to promptly notify the Borrower and the Administrative Agent after any such set off and application made by such
Lender or its Affiliate, provided that the failure to give such notice shall not affect the validity of such set off and application. The rights of the Administrative Agent and each Lender under this Section 7.3 are
in addition to any other rights and remedies (including, without limitation, other rights of set off) which the Administrative Agent or such Lender may have. 

Section 7.4. Remedies Cumulative. No Waiver. No right, power, or remedy conferred to any Lender in this Agreement or the Credit
Documents, or now or hereafter existing at law, in equity, by statute, or otherwise shall be exclusive, and each such right, power, or remedy shall to the full extent permitted by law be cumulative and in addition to every other such right, power or
remedy. No course of dealing and no delay in exercising any right, power, or remedy conferred to any Lender in this Agreement and the Credit Documents or now or hereafter existing at law, in equity, by statute, or otherwise shall operate as a waiver
of or otherwise prejudice any such right, power, or remedy. Any Lender may cure any Event of Default without waiving the Event of Default. No notice to or demand upon the Borrower or any other Credit Party shall entitle the Borrower or any other
Credit Party to similar notices or demands in the future. 
 Section 7.5. Application of Payments. Prior to an Event of Default,
all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.4 and
Section 2.11. During the existence of an Event of Default, subject to the applicable DIP Order and the Intercreditor Agreement, all payments and collections received by the Administrative Agent shall be applied to the
Secured Obligations in accordance with Section 2.11 and otherwise in the following order (other than funds held in the Cash Collateral Account, which shall be applied in accordance with
Section 2.2(h)): 
 FIRST, to the payment of that portion of the Secured Obligations constituting
fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lenders in their respective capacities as such, ratably among the Administrative Agent and the Issuing
Lenders in proportion to the respective amounts described in this clause First payable to them; 
 SECOND, to the payment of
that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders in their respective capacities as such, ratably among the Lenders in proportion to the respective
amounts described in this clause Second payable to them; 
 THIRD, to the payment of all accrued and unpaid interest on the
Loans and any borrowed amounts in respect of Letters of Credit, ratably among the Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause Third payable to them; 

FOURTH, to the payment of any then due and owing principal of the Loans and any borrowed amounts in respect of Letters of
Credit (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to the payment of any Secured Obligations in respect of Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking
Services Obligations, the Lenders or their Affiliates that are owed such obligations, with respect to Hedging Arrangements and Banking Services Obligations, to the extent that Reserves have been established with respect to such amounts) pro rata in
accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Loans, pro rata to
the Lenders; 

  
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 FIFTH, to the Administrative Agent to deposit into the Cash Collateral
Account for the account of the Issuing Lenders, to cash collateralize any Letter of Credit Exposure then outstanding; 

SIXTH, to the payment of any amounts owing in respect of Hedging Arrangements, the Swap Counterparties and to the extent
applicable to Banking Service Obligations, the Lenders or their Affiliates that are owed such obligations, to the extent not paid pursuant to clause Fourth above; and 

SEVENTH, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Credit Parties,
their successors or assigns, or as a court of competent jurisdiction may otherwise direct. 
 Excluded Swap Obligations with respect to any Guarantor shall
not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Secured Obligations otherwise set forth above in this
Section 7.6. 
 ARTICLE 8 

THE ADMINISTRATIVE AGENT 

Section 8.1. Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent
to act as its agent under this Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other
powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 8.5 and the first sentence of Section 8.6 shall include its Affiliates and
its own and its Affiliates’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall
not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by
any of them under, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party
or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the
satisfaction of any condition or to inspect the Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings
under any Credit Document unless requested by the Required Lenders in writing and it receives indemnification satisfactory to it from the Lenders; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in
connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and
shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by the Administrative Agent with reasonable care. 

The Lead Arranger, in its capacity as such, shall have no right, power, obligation, liability, responsibility or duty under this Agreement other than those
applicable to all Lenders as such. Without limiting the foregoing, the Lead Arranger shall not have nor be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to the Lead Arranger
as it makes with respect to the Administrative Agent in the preceding paragraph. 

  
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 Section 8.2. Reliance by Administrative Agent. The Administrative Agent shall be
entitled to rely upon any certification, notice, instrument, writing, or other communication (including, without limitation, any thereof by telephone or electronic mail) believed by it to be genuine and correct and to have been signed, sent or made
by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel (including counsel for any Credit Party), independent accountants, and other experts selected by the Administrative Agent. The Administrative Agent may
deem and treat the payee of any Revolving Notes as the holder thereof for all purposes hereof unless and until the Administrative Agent receives and accepts an Assignment and Acceptance executed in accordance with
Section 9.7. As to any matters not expressly provided for by this Agreement, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding on all of the Lenders; provided, however, that the Administrative Agent shall not be
required to take any action that exposes the Administrative Agent to personal liability or that is contrary to any Credit Document or applicable law or unless it shall first be indemnified to its satisfaction by the Lenders against any and all
liability and expense which may be incurred by it by reason of taking any such action. 
 Section 8.3. Defaults. The
Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received written notice from a Lender or the Borrower specifying such Default and stating that such notice is a
“Notice of Default”. In the event that the Administrative Agent receives such a notice of the occurrence of a Default, the Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall (subject to
Section 8.2) take such action with respect to such Default as shall reasonably be directed by the Required Lenders, provided that, unless and until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interest of the Lenders. 

Section 8.4. Rights as Lender. With respect to its Commitments and the Loans made by it, JPMCB (and any successor acting as
Administrative Agent) in its capacity as a Lender hereunder shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were not acting as the Administrative Agent, and the term “Lender” or
“Lenders” shall, unless the context otherwise indicates, include the Administrative Agent in its individual capacity. JPMCB (and any successor acting as Administrative Agent) and its Affiliates may (without having to account therefor to
any Lender) accept deposits from, lend money to, make investments in, provide services to, and generally engage in any kind of lending, trust, or other business with any Credit Party or any of its Subsidiaries or Affiliates as if it were not acting
as Administrative Agent, and JPMCB (and any successor acting as Administrative Agent) and its Affiliates may accept fees and other consideration from any Credit Party or any of its Subsidiaries or Affiliates for services in connection with this
Agreement or otherwise without having to account for the same to the Lenders. 
 Section 8.5. Indemnification. THE LENDERS
SEVERALLY AGREE TO INDEMNIFY THE ADMINISTRATIVE AGENT, THE ISSUING LENDERS AND EACH OF THEIR RESPECTIVE AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS (TO THE EXTENT NOT REIMBURSED BY THE BORROWER), RATABLY ACCORDING TO
THE RESPECTIVE PRINCIPAL AMOUNTS OF THE LOANS THEN HELD BY EACH OF THEM (OR IF NO PRINCIPAL OF THE LOANS IS AT THE TIME OUTSTANDING, RATABLY ACCORDING TO THE RESPECTIVE AMOUNTS OF THE COMMITMENTS THEN HELD BY EACH OF THEM, OR, IF NO SUCH PRINCIPAL
AMOUNTS ARE THEN OUTSTANDING AND NO COMMITMENTS ARE 

  
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THEN EXISTING, RATABLY ACCORDING TO THE COMMITMENTS HELD BY EACH OF THEM IMMEDIATELY PRIOR TO THE TERMINATION OR EXPIRATION THEREOF), FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS,
LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT OR ISSUING LENDERS IN ANY WAY RELATING TO OR
ARISING OUT OF THIS AGREEMENT OR ANY ACTION TAKEN OR OMITTED BY THE ADMINISTRATIVE AGENT OR THE ISSUING LENDERS UNDER THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT (IN ALL CASES. WHETHER OR NOT CAUSED BY OR ARISING. IN WHOLE OR IN PART. OUT OF THE
COMPARATIVE. CONTRIBUTORY OR SOLE NEGLIGENCE OF THE ADMINISTRATIVE AGENT OR THE ISSUING LENDERS). AND INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL LIABILITIES, PROVIDED THAT NO LENDER SHALL BE LIABLE FOR ANY PORTION OF SUCH LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, OR DISBURSEMENTS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM THE
ADMINISTRATIVE AGENT’S OR ANY ISSUING LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT LIMITATION OF THE FOREGOING, EACH LENDER AGREES TO REIMBURSE THE ADMINISTRATIVE AGENT AND THE ISSUING LENDERS PROMPTLY UPON DEMAND FOR ITS
RATABLE SHARE (DETERMINED AS SET FORTH ABOVE IN THIS PARAGRAPH) OF ANY OUT OF POCKET EXPENSES (INCLUDING COUNSEL FEES) INCURRED BY THE ADMINISTRATIVE AGENT OR THE ISSUING LENDERS IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY,
ADMINISTRATION, MODIFICATION, AMENDMENT, OR ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS, OR OTHERWISE) OF, OR LEGAL ADVICE IN RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER, THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, TO THE EXTENT
THAT THE ADMINISTRATIVE AGENT OR THE ISSUING LENDERS IS NOT REIMBURSED FOR SUCH BY THE BORROWER. 
 Section 8.6. Non-Reliance on Administrative Agent, Lead Arranger and Other Lenders. 
 (a) Each Lender agrees that
it has, independently and without reliance on the Administrative Agent, the Lead Arranger or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of the Borrower and the other
Credit Parties and decision to enter into this Agreement and that it will, independently and without reliance upon the Administrative Agent, the Lead Arranger or any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under the Credit Documents. Except for notices, reports, and other documents and information expressly required to be furnished to the Lenders by
the Administrative Agent or the Lead Arranger hereunder and for other information in the Administrative Agent’s or the Lead Arranger’s possession which has been requested by a Lender and for which such Lender pays the Administrative
Agent’s or the Lead Arranger’s expenses in connection therewith, the Administrative Agent and the Lead Arranger shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairs,
financial condition, or business of any Credit Party or any of its Subsidiaries or Affiliates that may come into the possession of the Administrative Agent or the Lead Arranger or any of their respective Affiliates. 

(b) Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not
investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the
Administrative Agent, the Lead Arranger or any other Lender and their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this


  
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Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the Administrative Agent, the Lead Arranger or any other Lender and
their respective Related Parties and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower
and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Credit Document, any related agreement or any document furnished
hereunder or thereunder and in deciding whether or to the extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and obligations hereunder. 

(c) Each Lender hereby agrees that (i) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent;
(ii) the Administrative Agent (A) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating
to a Report and (B) shall not be liable for any information contained in any Report; (iii) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific
information regarding the Credit Parties and will rely significantly upon the Credit Parties’ books and records, as well as on representations of the Credit Parties’ personnel and that the Administrative Agent undertakes no obligation to
update, correct or supplement the Reports; (iv) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Credit Party or any other Person except as otherwise permitted pursuant to this Agreement;
and (v) without limiting the generality of any other indemnification provision contained in this Agreement, (A) it will hold the Administrative Agent and any such other Person preparing a Report harmless from any action the indemnifying
Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any extension of credit that the indemnifying Lender has made or may make to the Borrower, or the indemnifying Lender’s participation in,
or the indemnifying Lender’s purchase of, a Loan or Loans; and (B) it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims,
actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorneys’ fees) incurred by the Administrative Agent or any such other Person as the direct or indirect result of any third parties who might obtain all or
part of any Report through the indemnifying Lender. 
 Section 8.7. Resignation of Administrative Agent and Issuing
Lenders. The Administrative Agent or any Issuing Lender may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon receipt of notice of any such resignation, the Required Lenders shall have the right to
appoint a successor Administrative Agent or Issuing Lender with, so long as no Event of Default has occurred and is continuing, the consent of the Borrower, which consent shall not be unreasonably withheld. If no successor Administrative Agent or
Issuing Lender shall have been so appointed by the Required Lenders with the consent of the Borrower, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s or Issuing Lender’s
giving of notice of resignation, then the retiring Administrative Agent or Issuing Lender may, on behalf of the Lenders and the Borrower (subject to consultation with the Borrower), appoint a successor Administrative Agent or Issuing Lender, which
shall be, in the case of a successor agent, a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000 and, in the case of an Issuing Lender,
a Lender; provided that, if the Administrative Agent or applicable Issuing Lender shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in
accordance with such notice and (a) the retiring Administrative Agent or Issuing Lender shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that (i) in the case of any collateral
security held by the Administrative Agent on behalf of the Lenders or such Issuing Lender under any of the Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor
Administrative Agent is appointed and (ii) the retiring Issuing Lender shall remain an Issuing 

  
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Lender with respect to any Letters of Credit outstanding on the effective date of its resignation or removal and the provisions affecting such Issuing Lender with respect to such Letters of
Credit shall inure to the benefit of the retiring Issuing Lender until the termination of all such Letters of Credit) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Administrative
Agent shall instead be made by or to each Lender and the applicable Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent or Issuing Lender, as applicable, as provided for above in this paragraph.
Upon the acceptance of any appointment as Administrative Agent or Issuing Lender by a successor Administrative Agent or Issuing Lender, such successor Administrative Agent or Issuing Lender shall thereupon succeed to and become vested with all the
rights, powers, privileges, and duties of the retiring Administrative Agent or Issuing Lender, and the retiring Administrative Agent or Issuing Lender shall be discharged from its duties and obligations under this Agreement and the other Credit
Documents, except that the retiring Issuing Lender shall remain an Issuing Lender with respect to any Letters of Credit outstanding on the effective date of its resignation or removal and the provisions affecting such Issuing Lender with respect to
such Letters of Credit shall inure to the benefit of the retiring Issuing Lender until the termination of all such Letters of Credit. After any retiring Administrative Agent’s or Issuing Lender’s resignation as Administrative Agent or
Issuing Lender, the provisions of this Article 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Issuing Lender under this Agreement and the other Credit Documents. 

Section 8.8. Collateral Matters. 

(a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from
such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The
Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as
may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party
hereby agrees to the terms of this paragraph (a). 
 (b) The Lenders hereby, and any other Secured Party by accepting the benefit of the
Liens granted pursuant to the Security Documents, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (A) upon termination of this Agreement, termination
of all Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of
Credit as to which arrangements satisfactory to the applicable Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Loans, Letter of Credit Obligations and all other Secured Obligations payable under this
Agreement and under any other Credit Document; (B) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Credit Document; (C) constituting
property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; or (D) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction
permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit
Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreement. Upon the request of the Administrative Agent at any time, the Secured Parties will confirm in writing the Administrative Agent’s
authority to release particular types or items of Collateral pursuant to this Section 8.8. 

  
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 (c) Notwithstanding anything contained in any of the Credit Documents to the contrary, the
Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers,
rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof and the other Credit Documents. By accepting the benefit of the Liens
granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c). 

Section 8.9. No Other Duties, etc. Anything herein to the contrary notwithstanding, the Lead Arranger and Sole Bookrunner
listed on the cover page hereof shall not have any powers, duties or responsibilities under this Agreement or any of the other Credit Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Lender
hereunder. 
 Section 8.10. Flood Laws. JPMCB has adopted internal policies and procedures that address requirements placed on
federally regulated lenders under the National Flood Insurance Reform Act of 1994 and related legislation (the “Flood Laws”). JPMCB, as administrative agent or collateral agent on a syndicated facility, will post on the applicable
electronic platform (or otherwise distribute to each Lender in the syndicate) documents that it receives in connection with the Flood Laws. However, JPMCB reminds each Lender and participant in the facility that, pursuant to the Flood Laws, each
federally regulated Lender (whether acting as a Lender or participant in the facility) is responsible for assuring its own compliance with the flood insurance requirements. 

Section 8.11. Credit Bidding. 

(a) The Administrative Agent, on behalf of itself and the Secured Parties, shall have the right to credit bid and purchase for the benefit of
the Administrative Agent and the Secured Parties, on terms acceptable to the Required Lenders, all or any portion of Collateral at any sale thereof conducted by the Administrative Agent under the provisions of the UCC, including pursuant to Sections
9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including Section 363 thereof, or a sale under a
plan of reorganization, or at any other sale or foreclosure conducted by the Administrative Agent (whether by judicial action or otherwise) in accordance with applicable Legal Requirements. Such credit bid or purchase may be completed through one or
more acquisition vehicles formed by the Administrative Agent to make such credit bid or purchase and, in connection therewith, the Administrative Agent is authorized, on behalf of itself and the other Secured Parties, to adopt documents providing
for the governance of the acquisition vehicle or vehicles, and assign the applicable Secured Obligations to any such acquisition vehicle in exchange for Equity Interests and/or debt issued by the applicable acquisition vehicle (which shall be deemed
to be held for the ratable account of the applicable Secured Parties on the basis of the Secured Obligations so assigned by each Secured Party). 

(b) Each Lender hereby agrees, on behalf of itself and each of its Affiliates that is a Secured Party, that, except as otherwise provided in
any Credit Document or with the written consent of the Administrative Agent and the Required Lenders, it will not take any enforcement action, accelerate obligations under any of the Credit Documents, or exercise any right that it might otherwise
have under applicable Legal Requirement to credit bid at foreclosure sales, UCC sales or other similar dispositions of Collateral. 

  
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 Section 8.12. Not Partners or Co-Venturers; Administrative Agent as
Representative of the Secured Parties. 
 (a) The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or
omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf of the Lenders to enforce the payment of the
principal of and interest on any Loan after the date such principal or interest has become due and payable pursuant to the terms of this Agreement. 

(b) In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term
“secured party” as defined in the UCC. Each Lender authorizes the Administrative Agent to enter into each of the Security Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no
Secured Party (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Security Document, it being understood and agreed that such rights and remedies may be exercised solely by the
Administrative Agent for the benefit of the Secured Parties upon the terms of the Security Documents. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is
hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Credit Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on
behalf of the Secured Parties. 
 Section 8.13. Certain ERISA Matters. 

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for
the benefit of the Borrower or any other Credit Party, that at least one of the following is and will be true: 
 (i) such
Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments; 

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a
class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),
PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions
involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect
to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, and the conditions for exemptive relief thereunder are and will continue to be
satisfied in connection therewith; 
 (iii) (A) such Lender is an investment fund managed by a “Qualified Professional
Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer
and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the
requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of
Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,
and (E) all of the conditions for exemptive relief thereunder are and will continue to be satisfied in connection therewith; or 

  
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 (iv) such other representation, warranty and covenant as may be agreed in
writing between the Administrative Agent, in its sole discretion, and such Lender. 
 (b) In addition, unless
sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the
benefit of the Borrower or any other Credit Party, that: 
 (i) none of the Administrative Agent or the Lead Arranger or any
of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Credit Document or any documents
related to hereto or thereto); 
 (ii) the Person making the investment decision on behalf of such Lender with respect to the
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21, as
amended from time to time) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50,000,000, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E); 
 (iii) the Person making the investment decision on behalf of
such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and
with regard to particular transactions and investment strategies (including in respect of the obligations); 
 (iv) the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA
or the Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder; and 

(v) no fee or other compensation is being paid directly to the Administrative Agent, the Lead Arranger or any their respective
Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement. 

(c) The Administrative Agent and the Lead Arranger hereby informs the Lenders that each such Person is not undertaking to provide impartial
investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof
(i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount
less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Credit Documents or
otherwise, including structuring fees, commitment fees, 

  
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arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit
fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing. 

(d) The above representations in Section 8.13(b)(ii) are intended to comply with the Department of Labor’s
regulation 29 CFR §§ 2510.3-21(a) and (c)(1) as promulgated on April 8, 2016 (81 Fed. Reg. 20,997), and if these regulations are revoked, repealed or no longer effective, SUCH representations
shall be deemed to be no longer required or in effect. 
 ARTICLE 9 

MISCELLANEOUS 

Section 9.1. Costs and Expenses. The Borrower agrees to pay promptly (and in any event within ten (10) days after written
demand therefor (accompanied by detailed invoices)): 
 (a) all reasonable and documented out-of-pocket costs and expenses of Administrative Agent and the Lead Arranger (but not of other Lenders) in connection with the preparation, execution, delivery, administration, modification, and amendment
of this Agreement, the Revolving Notes, and the other Credit Documents (and any amendment or waiver with respect thereto) including, to the extent provided for in this Agreement, costs associated with field examinations, appraisals, and the
reasonable fees and out of pocket expenses of one outside counsel for Administrative Agent and the Lead Arranger (but not of other Lenders) and one local counsel for Administrative Agent and the Lead Arranger (but not of other Lenders) in each
relevant jurisdiction; 
 (b) all reasonable and documented
out-of-pocket costs and expenses of the Lenders, taken as a whole, in connection with the preparation, execution, delivery, administration, modification, and amendment
of this Agreement, the Revolving Notes, and the other Credit Documents (and any amendment or waiver with respect thereto) including costs associated with field examinations, appraisals, and the reasonable fees and out of pocket expenses of one
outside counsel for the Lenders and one local counsel for the Lenders in each relevant jurisdiction; 
 (c) all documented out-of-pocket costs and expenses, if any, of the Administrative Agent and each Lender in connection with the enforcement (whether through negotiations, legal proceedings, or
otherwise) of this Agreement, the Revolving Notes, and the other Credit Documents; and 
 (d) to the extent required pursuant to
Section 5.12, all reasonable and documented fees and expenses associated with collateral monitoring, collateral reviews and field examinations, including the reasonable fees and expenses of other advisors and professionals
engaged by the Administrative Agent or the Lead Arranger in connection therewith. 
 (e) Without prejudice to the survival of any other
agreement of the Credit Parties hereunder, the agreements and obligations of the Credit Parties contained in this Section 9.1 shall survive the termination of this Agreement, the termination of all Commitments, and the
payment in full of the Loans and all other amounts payable under this Agreement. 

  
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 Section 9.2. Indemnification; Waiver of Damages. 

(a) INDEMNIFICATION. EACH CREDIT PARTY HERETO AGREES TO, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT,
EACH ISSUING LENDER AND EACH LENDER AND EACH RELATED PARTY OF EACH OF THE FOREGOING PERSONS (EACH, AN “INDEMNITEE”) FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, PENALTIES, INCREMENTAL TAXES, COSTS, AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, CHARGES AND DISBURSEMENTS OF COUNSEL TO ANY INDEMNITEE) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNITEE, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY
REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) (i) THE CREDIT DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR
PROPOSED USE OF THE PROCEEDS OF THE LOANS, (ii) ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY ANY ISSUING LENDER TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN
CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT), (iii) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS SUBSTANCE ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES,
OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE. CONTRIBUTORY OR SOLE NEGLIGENCE OF THE APPLICABLE INDEMNITEE,
(iv) THE FAILURE OF A CREDIT PARTY TO DELIVER TO THE ADMINISTRATIVE AGENT THE REQUIRED RECEIPTS OR OTHER REQUIRED DOCUMENTARY EVIDENCE WITH RESPECT TO A PAYMENT MADE BY A CREDIT PARTY FOR TAXES PURSUANT TO
SECTION 2.12, OR (v) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER OR NOT SUCH CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING IS BROUGHT BY ANY
CREDIT PARTY OR THEIR RESPECTIVE EQUITY HOLDERS, AFFILIATES, CREDITORS OR ANY OTHER THIRD PERSON AND WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO; PROVIDED THAT SUCH INDEMNITY
SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND
NON-APPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS
SECTION 9.2 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY ANY CREDIT PARTY, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNITEE OR ANY OTHER PERSON OR ANY INDEMNITEE
IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED. THE FOREGOING INDEMNITY AND HOLD HARMLESS PROVISIONS SHALL NOT APPLY TO ANY CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS OR EXPENSES THAT IS
INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNITEE DIRECTLY FOR, OR AS A DIRECT CONSEQUENCE OF, SUCH INDEMNITEE BEING A DEFAULTING LENDER UNDER CLAUSE (A) OR (B) OF THE DEFINITION OF “DEFAULTING LENDER”, WHETHER ASSERTED BY ANY
CREDIT PARTY, THE ADMINISTRATIVE AGENT OR ANY ISSUING LENDER NO CREDIT PARTY SHALL, WITHOUT THE PRIOR WRITTEN CONSENT OF EACH INDEMNITEE AFFECTED THEREBY (WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD), SETTLE ANY THREATENED OR PENDING CLAIM OR
ACTION THAT WOULD GIVE RISE TO THE RIGHT OF ANY INDEMNITEE TO CLAIM INDEMNIFICATION HEREUNDER UNLESS SUCH SETTLEMENT (X) INCLUDES A FULL AND UNCONDITIONAL RELEASE OF ALL LIABILITIES ARISING OUT OF SUCH CLAIM OR ACTION AGAINST SUCH INDEMNITEE
AND 

  
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(Y) DOES NOT INCLUDE ANY STATEMENT AS TO OR AN ADMISSION OF FAULT, CULPABILITY OR FAILURE TO ACT BY OR ON BEHALF OF ANY INDEMNITEE. THIS SECTION 9.2(a) SHALL NOT APPLY WITH RESPECT TO
TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. 

(b) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no Credit Party shall assert, agrees not to
assert, and hereby waives, any claim against any Indemnitee on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection
(a) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other
information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of
such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. 
 (c) Payments. All
payments required to be made under this Section 9.2 shall be made within ten (10) days of demand therefor. 

(d) Survival. Without prejudice to the survival of any other agreement of the Credit Parties hereunder, the agreements and obligations
of the Credit Parties contained in this Section 9.2 shall survive the termination of this Agreement, the termination of all Commitments, and the payment in full of the Loans and all other amounts payable under this
Agreement. 
 Section 9.3. Waivers and Amendments. No amendment or waiver of any provision of this Agreement, the Revolving
Notes, or any other Credit Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the
Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that: 

(a) no amendment, waiver, or consent shall, unless in writing and signed by all the affected Lenders and the Borrower, do any of the following:
(i) waive any of the conditions specified in Section 3.1, (ii) reduce any principal, interest, fees or other amounts payable hereunder or under any other Credit Document (provided that the waiver of default interest
shall only require the consent of the Required Lenders), (iii) postpone or extend any date fixed for any payment of any principal, interest, fees or other amounts payable hereunder, including, without limitation, the Scheduled Maturity Date (it
being understood and agreed that a waiver of a mandatory prepayment shall only require the consent of the Required Lenders), (iv) amend Section 2.11(e), Section 7.5. this
Section 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, amend the definition of “Required Lenders”, or change the number of
Lenders which shall be required for the Lenders to take any action hereunder or under any other Credit Document, (v) except as specifically provided in the Credit Documents and as a result of transactions permitted by the terms of this
Agreement, release any Guarantor from its obligation under any Guaranty or release all or substantially all of the Collateral, (vi) make any amendment to the definition of “Borrowing Base” or (vii) make any amendment to the
definitions of “Eligible Accounts” or “Eligible Cash”; 
 (b) no Commitment of a Lender or any obligations of a Lender
may be increased without such Lender’s written consent; 

  
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 (c) no amendment, waiver, or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document; 

(d) no amendment, waiver or consent shall, unless in writing and signed by an Issuing Lender in addition to the Lenders required above to take
such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; 
 (e) for the avoidance
of doubt, amendments made pursuant to Section 2.16 may be made pursuant to agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the
consent of the Required Lenders. 
 (f) Notwithstanding anything to the contrary contained in the Credit Documents, the Administrative Agent
and the Borrower, may amend, modify or supplement any Credit Document without the consent of any Lender in order to (i) correct, amend, cure or resolve any minor ambiguity, omission, defect, typographical error, inconsistency or other manifest
error therein, (ii) add a guarantor or collateral or otherwise enhance the rights and benefits of the Lenders, (iii) make minor administrative or operational changes not adverse to any Lender or (iv) adhere to any local Legal
Requirement or advice of local counsel. 
 Section 9.4. Severability. In case one or more provisions of this Agreement or the
other Credit Documents shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality, and enforceability of the remaining provisions contained herein or therein shall not be affected or impaired thereby.

 Section 9.5. Survival of Representations and Obligations. All representations and warranties contained in this Agreement or
made in writing by or on behalf of the Credit Parties in connection herewith shall survive the execution and delivery of this Agreement and the other Credit Documents, the making of the Loans or the issuance of any Letters of Credit and any
investigation made by or on behalf of the Lenders, none of which investigations shall diminish any Lender’s right to rely on such representations and warranties. All obligations of the Borrower or any other Credit Party provided for in
Sections 2.9, 2.10, 2.12(c), 9.1 and 9.2 and all of the obligations of the Lenders in Section 8.5 shall survive any termination of this Agreement and repayment in full of the Obligations.

 Section 9.6. Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and the
Administrative Agent, and when the Administrative Agent shall have, as to each Lender, either received a counterpart hereof executed by such Lender or been notified by such Lender that such Lender has executed it and thereafter shall be binding upon
and inure to the benefit of the Borrower, the Administrative Agent, and each Lender and their respective successors and permitted assigns, except that neither the Borrower nor any other Credit Party shall have the right to assign its rights or
delegate its duties under this Agreement or any interest in this Agreement without the prior written consent of each Lender. 

Section 9.7. Lender Assignments and Participations. 

(a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Loans, its Revolving Notes, and its Commitments); provided. however, that (i) each such assignment shall be to an Eligible Assignee; (ii) each assignment of a Lender’s rights and
obligations with respect to Loans and its Commitments shall be of a constant, and not varying, percentage of all of its rights and obligations under this Agreement as a Lender and the Revolving Notes (other than rights of reimbursement and indemnity
arising before the effective date of such assignment); and (iii) the parties to such assignment shall execute 

  
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and deliver to the Administrative Agent for its acceptance an Assignment and Acceptance, together with any Revolving Notes subject to such assignment and the assignor or assignee Lender shall pay
a processing fee of $3,500; provided that such processing fee may be waived at the sole discretion of the Administrative Agent. Upon execution, delivery, and acceptance of such Assignment and Acceptance and payment of the processing fee, the
assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be
released from its obligations under this Agreement. Upon the consummation of any assignment pursuant to this Section 9.7, the assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that,
if requested, new Revolving Notes are issued to the assignor and the assignee. The assignee shall deliver to the Borrower and the Administrative Agent any applicable forms or certifications in accordance with
Section 2.12(f). 
 (b) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower for Tax purposes, shall maintain at its address referred to in Section 9.9 a copy of each Assignment and Acceptance delivered to and accepted by it and a
register for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount (and stated interest) of the Loans owing to, each Lender from time to time (the “Register”). The entries in the
Register shall be conclusive and binding for all purposes, absent manifest error, and the Credit Parties, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes
of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. 

(c) Upon its receipt of an Assignment and Acceptance executed by the parties thereto, together with any Revolving Notes subject to such
assignment and payment of the processing fee, the Administrative Agent shall, if such Assignment and Acceptance has been completed, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register,
and (iii) give prompt notice thereof to the parties thereto. 
 (d) Each Lender may sell participations to one or more Persons in all or
a portion of its rights and/or obligations under this Agreement (including all or a portion of its Commitments or its Loans) provided. however, that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participant shall be entitled to the benefit of the yield protection provisions contained in Sections
2.9, 2.10 and 2.12 (subject to the requirements and limitations therein, including the requirements under Section 2.12(f) (it being understood that the documentation required under
Section 2.12(f) shall be delivered to the participating Lender)), but with respect to any particular participant, to no greater extent than the Lender that sold the participation to such participant except to the extent
such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation, and the right of set-off contained in
Section 7.4, and (iv) the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and such Lender shall retain the sole
right to enforce the obligations of the Borrower relating to its Loans and its Revolving Notes and to approve any amendment, modification, or waiver of any provision of this Agreement (other than amendments, modifications, or waivers decreasing the
amount of principal of or the rate at which interest is payable on such Loans or Revolving Notes, extending any scheduled principal payment date or date fixed for the payment of interest on such Loans or Revolving Notes, or extending its
Commitment). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each
participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Credit Documents (the “Participant Register”); provided that no Lender shall have any
obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans,


  
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letters of credit or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of
credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and
such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative
Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 
 (e) Notwithstanding
any other provision set forth in this Agreement, any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to
secure obligations to a Federal Reserve Bank or any other central bank having jurisdiction over such Lender; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto. 
 (f) Any Lender may furnish any information concerning the Borrower or any of its Subsidiaries
in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants), subject, however, to the provisions of the following Section 9.8. 

Section 9.8. Confidentiality. Each of the Administrative Agent, the Issuing Lenders and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority
(including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to
this Agreement, (e) in connection with the exercise of any remedies hereunder or under any other Credit Document or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder of under any other Credit
Document, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under
this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) on a confidential basis to (1) any rating agency in connection
with rating the Borrower or its Subsidiaries or the credit facilities provided for herein, (2) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of identification numbers with respect to the credit
facilities provided for herein or (3) to market data collectors, (h) with the consent of the Borrower or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or
(ii) becomes available to the Administrative Agent, any Issuing Lender or any Lender on a non-confidential basis from a source other than the Borrower. For the purposes of this Section,
“Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, any Issuing Lender or any Lender on a non-confidential basis prior to disclosure by the Borrower and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that
serve the lending industry; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person
would accord to its own confidential information. The Borrower hereby authorizes JPMCB and its Affiliates, at their respective sole expense, but without any prior approval by the Borrower, to publish such tombstones and give such other publicity to
this Agreement as each may from time to time determine in its sole discretion. The foregoing authorization shall remain in effect unless and until the Borrower notifies JPMCB in writing that such authorization is revoked. 

  
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 Section 9.9. Notices. Etc. 

(a) Except as provided in paragraph (b) below, all notices and other communications (other than Notices of Borrowing and Notices of
Continuation or Conversion, which are governed by Article 2 of this Agreement) shall be in writing and hand delivered with written receipt, sent by a nationally recognized overnight courier, or sent by certified mail, return receipt requested
as follows: if to a Credit Party, as specified on Schedule 9.9, if to the Administrative Agent or an Issuing Lender, at its credit contact specified under its name on Schedule 9.9, and if to any Lender at is credit contact specified in
its Administrative Questionnaire. Each party may change its notice address by written notification to the other parties. All such notices and communications shall be effective when delivered, except that notices and communications to any Lender or
an Issuing Lender pursuant to Article 2 shall not be effective until received notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effect as provided in said paragraph (b).

 (b) Notices and other communications to the Administrative Agent and each Lender hereunder may be delivered or furnished by electronic
communication (including e-mail, internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that (i) such communication is followed promptly by an original
delivered in accordance with paragraph (a) above and (ii) the foregoing shall not apply to notices to the Administrative Agent or any Lender pursuant to Article 2 if such Person has notified the Borrower that it is incapable
of receiving notices under such article by electronic communication. Unless the Administrative Agent otherwise prescribes, (A) notices and other communications sent to an e-mail address shall be deemed
received upon sender’s receipt of an acknowledgment from the recipient (such as by the “Return Receipt Requested” function, as available, return e-mail or other written acknowledgment), and
(B) notices or communications posted to an internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing
clause (1) of notification that such notice or communication is available and identifying the website address therefor. 

Section 9.10. Usury Not Intended. It is the intent of each Credit Party and each Lender in the execution and performance of this
Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Loans of each Lender including such applicable laws of the State of New York, if any, and the
United States of America from time to time in effect. In furtherance thereof, the Lenders and the Credit Parties stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be
construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes of this Agreement “interest” shall include the aggregate of all
charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged,
received or paid on the Loans, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Lender receiving same shall credit the same on the principal of
its Revolving Notes (or if such Revolving Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Revolving Notes are accelerated by reason of any election of the holder thereof resulting from
any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate, and excess interest, if any, provided
for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall 

  
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be credited on the applicable Revolving Notes (or, if the applicable Revolving Notes shall have been paid in full, refunded to the Borrower of such interest). In determining whether or not the
interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Credit Parties and the Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period
of the full stated term of the Revolving Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this
Section 9.10 shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith. 

Section 9.11. Usury Recapture. In the event the rate of interest chargeable under this Agreement at any time is greater than the
Maximum Rate, the unpaid principal amount of the Loans shall bear interest at the Maximum Rate until the total amount of interest paid or accrued on the Loans equals the amount of interest which would have been paid or accrued on the Loans if the
stated rates of interest set forth in this Agreement had at all times been in effect. In the event, upon payment in full of the Loans, the total amount of interest paid or accrued under the terms of this Agreement and the Loans is less than the
total amount of interest which would have been paid or accrued if the rates of interest set forth in this Agreement had, at all times, been in effect, then the Borrower shall, to the extent permitted by applicable law, pay the Administrative Agent
for the account of the Lenders an amount equal to the difference between (i) the lesser of (A) the amount of interest which would have been charged on its Loans if the Maximum Rate had, at all times, been in effect and (B) the amount
of interest which would have accrued on its Loans if the rates of interest set forth in this Agreement had at all times been in effect and (ii) the amount of interest actually paid under this Agreement on its Loans. In the event the Lenders
ever receive, collect or apply as interest any sum in excess of the Maximum Rate, such excess amount shall, to the extent permitted by law, be applied to the reduction of the principal balance of the Loans, and if no such principal is then
outstanding, such excess or part thereof remaining shall be paid to the Borrower. 
 Section 9.12. Governing Law; Service of
Process. The Credit Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance with the laws of the State of New York and, to the extent applicable, the Bankruptcy Code.
Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.9. Nothing in this Agreement or any other Credit Document will affect the right of any party to this
Agreement to serve process in any other manner permitted by law. 
 Section 9.13. Submission to Jurisdiction. Each Credit Party
hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Bankruptcy Court or, if the Bankruptcy Court does not have (or abstains from) jurisdiction, any U.S. Federal or New York State court
sitting in New York, New York in any action or proceeding arising out of or relating to any Credit Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Administrative Agent, any Issuing
Lender or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against any Credit Party or its properties in the courts of any jurisdiction. Each Credit Party hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other
Credit Document in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such
court. 

  
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 Section 9.14. Execution in Counterparts; Electronic Execution.
(a) This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and
the same agreement and (b) delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Credit Document and/or (z) any document, amendment, approval, consent, information, notice (including, for
the avoidance of doubt, any notice delivered pursuant to Section 9.9), certificate, request, statement, disclosure or authorization related to this Agreement, any other Credit Document and/or the transactions contemplated
hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be
effective as delivery of a manually executed counterpart of this Agreement, such other Credit Document or such Ancillary Document, as applicable. The words “execution,” “signed,” “signature,” “delivery,” and
words of like import in or relating to this Agreement, any other Credit Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by
telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery
thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to
procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely
on such Electronic Signature purportedly given by or on behalf of the Borrower or any other Credit Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and
(ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower and each Credit Party hereby
(i) agree that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Borrower and the
Credit Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Credit Document and/or
any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan
Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic
records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of
this Agreement, any other Credit Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Credit Document and/or such Ancillary Document, respectively, including with respect to any
signature pages thereto and (iv) waives any claim against any Related Party for any liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by
telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any liabilities arising as a result of the failure of the Borrower and/or any Credit Party to use any available security
measures in connection with the execution, delivery or transmission of any Electronic Signature. 
 Section 9.15. WAIVER OF JURY
TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER CREDIT
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON 

  
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CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
 Section 9.16. [Reserved]. 

Section 9.17. USA Patriot Act. Each Lender that is subject to the Patriot Act and the Administrative Agent (for itself and not on
behalf of any Lender) hereby notifies each Credit Party that pursuant to the requirements of the Patriot Act it is required to obtain, verify and record information that identifies such Credit Party, which information includes the name and address
of such Credit Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Credit Party in accordance with the Patriot Act. 

Section 9.18. No Fiduciary or Agency Relationship. The Borrower acknowledges and agrees, and acknowledges its subsidiaries’
understanding, that no Lender Party will have any obligations except those obligations expressly set forth herein and in the other Credit Documents and each Lender Party is acting solely in the capacity of an arm’s length contractual
counterparty to the Borrower with respect to the Credit Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not
assert any claim against any Lender Party based on an alleged breach of fiduciary duty by such Lender Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Lender
Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own
independent investigation and appraisal of the transactions contemplated hereby, and the Lender Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges
its subsidiaries’ understanding, that each Lender Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other
financial services. In the ordinary course of business, any Lender Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other
securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so
held by any Lender Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower
acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Lender Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in
respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Lender Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the
Credit Documents or its other relationships with the Borrower in connection with the performance by such Lender Party of services for other companies, and no Lender Party will furnish any such information to other companies. The Borrower also
acknowledges that no Lender Party has any obligation to use in connection with the transactions contemplated by the Credit Documents, or to furnish to the Borrower, confidential information obtained from other companies. 

  
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 Section 9.19. Keepwell. Each Qualified ECP Guarantor hereby jointly and
severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under any Credit Document in respect of a Swap
Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this
Section 9.19 or otherwise under any Credit Document voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the
obligations of each Qualified ECP Guarantor under this Section 9.19 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this
Section 9.19 constitute, and this Section 9.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of
Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 Section 9.20. Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto
acknowledges that any liability of any EEA Financial Institution arising under any Credit Document, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be
bound by: 
 (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising
hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and 
 (b) the effects of any Bail-in Action on any such liability, including, if applicable: 
 (c) a reduction in full or in part or
cancellation of any such liability; 
 (d) a conversion of all, or a portion of, such liability into shares or other instruments of ownership
in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to
any such liability under this Agreement or any other Credit Document; or 
 (e) the variation of the terms of such liability in connection
with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority. 
 Section 9.21. Integration. THIS
WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS, AS DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR
HEREIN AND THEREIN. ADDITIONALLY, THIS AGREEMENT AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. TO THE EXTENT THERE ARE ANY INCONSISTENCIES BETWEEN THE TERMS OF
THIS AGREEMENT OR ANY CREDIT DOCUMENT AND THE DIP ORDER, THE PROVISIONS OF THE DIP ORDER SHALL GOVERN. 
 THERE ARE NO ORAL AGREEMENTS AMONG
THE PARTIES. 
 IN EXECUTING THIS AGREEMENT, EACH CREDIT PARTY HEREBY WARRANTS AND REPRESENTS IT IS NOT RELYING ON ANY STATEMENT OR
REPRESENTATION OTHER THAN THOSE IN THIS AGREEMENT AND IS RELYING UPON ITS OWN JUDGMENT AND ADVICE OF ITS ATTORNEYS. 

  
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 Section 9.22. Several Obligations; Nonreliance; Violation of Law.
The respective obligations of the Lenders hereunder are several and not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. Each
Lender hereby represents that it is not relying on or looking to any margin stock (as defined in Regulation U of the Board) for the repayment of the Revolving Borrowings provided for herein. Anything contained in this Agreement to the contrary
notwithstanding, neither any Issuing Lender nor any Lender shall be obligated to extend credit to the Borrower in violation of any applicable law. 

Section 9.23. Disclosure. Each Credit Party, each Lender and each Issuing Lender hereby acknowledges and agrees that the
Administrative Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with any of the Credit Parties and their respective Affiliates. 

Section 9.24. Appointment for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting
Liens, for the benefit of the Administrative Agent and the other Secured Parties, in assets which, in accordance with Article 9 of the UCC or any other applicable law can be perfected only by possession or control. Should any Lender (other than the
Administrative Agent) obtain possession or control of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the
Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions. 

Section 9.25. Acknowledgement Regarding an Supported QFCs. 

(a) To the extent that the Credit Documents provide support, through a guarantee or otherwise, for Hedging Arrangements or any other agreement
or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance
Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in
respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Credit Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United
States or any other state of the United States): 

  
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 (b) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered
Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC
Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the
Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered
Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Credit Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are
permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Credit Documents were governed by the laws of the United States or a state of the United
States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC
Credit Support. 
 [Remainder of this page intentionally left blank. Signature pages follow.] 

  
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	JPMORGAN CHASE BANK, N.A.,
	as Administrative Agent, Lender and an Issuing Lender
		
	By:	 	/s/ Stephanie Balette
	Name: Stephanie Balette
	Title: Authorized Officer


 Signature Page to DIP ABL Credit Agreement 











 
			
	ZIONS BANCORPORATION, N.A., DBA AMEGY BANK, as a Lender and an Issuing Lender
		
	By:	 	/s/ Patty Smolik
	Name: Patty Smolik
	Title: Vice President


 Signature Page to DIP ABL Credit Agreement 











 
			
	UBS AG, STAMFORD BRANCH,
as a Lender
		
	By:	 	/s/ Darlene Arias
	Name: Darlene Arias
	Title: Director
		
	By:	 	/s/ Houssem Daly
	Name: Houssem Daly
	Title: Associate Director


 Signature Page to DIP ABL Credit Agreement 











 
			
	BORROWER:
	
	HI-CRUSH INC.
		
	By:	 	/s/ J. Philip McCormick, Jr.
	Name: J. Philip McCormick, Jr.
	Title: Chief Financial Officer


 Signature Page to DIP ABL Credit Agreement 











 EXHIBIT A1 

Restructuring Term Sheet 

[SEE EXHIBIT A TO RESTRUCTURING SUPPORT AGREEMENT WHICH IS ATTACHED AS EXHIBIT 10.1 TO HI-CRUSH
INC.’S CURRENT REPORT ON 8-K FILED ON JULY 13, 2020] 
  

 

	1 	 In the event of a conflict between the terms of the Credit Agreement, on the one hand, and these Exhibits to
the Credit Agreement, on the other hand, the terms of the Credit Agreement shall govern and control. 


 Exhibit A –
Restructuring Term Sheet 











 EXHIBIT F 

EXIT FACILITY TERM SHEET 

[See attached] 

  
 Exhibit F – Exit
Facility Term Sheet 












 Confidential 

Subject to FRE 408 
  

 

HI-CRUSH INC., ET AL . 

$25,000,000 SENIOR SECURED ABL FACILITY TERM SHEET 

JULY 14, 2020 
  

 
 Reference is made herein to
(a) that certain Senior Secured Debtor-In-Possession Credit Agreement dated as of July 14, 2020 (as amended, amended and restated, supplement or otherwise modified, the “DIP ABL Credit Agreement”) among Hi-Crush Inc.
(the “Borrower”), the lenders and issuing lenders party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”) and (b) that
certain Credit Agreement dated as of August 1, 2018 (as amended, amended and restated, supplement or otherwise modified, the “Prepetition Credit Agreement”) among the Borrower, the lenders and issuing lenders party thereto and
JPMorgan Chase Bank, N.A., as administrative agent for the Lenders. Capitalized terms used but not defined herein have the meanings assigned to such term in the DIP ABL Credit Agreement. 

 

			
	 Term
	  	 Description

		
	Borrower:	  	The Borrower.
		
	Guarantors:	  	The Guarantors (the Borrower and the Guarantors together, the “Loan Parties”); provided that, for the avoidance of doubt, any person that guarantees the Exit Convertible Notes shall guaranty the Exit ABL
Facility.
		
	 Administrative
 Agent
	  	JPMorgan Chase Bank, N.A. shall be the administrative agent and collateral agent for the Exit ABL Lenders (as defined herein) (in such capacity, the “Exit ABL Agent”).
		
	Exit ABL Lenders:	  	The Lenders under the DIP ABL Credit Agreement (in such capacity, the “Exit ABL Lenders” and, together with the Exit ABL Agent, the “Exit ABL Lender Parties”).
		
	Documentation:	  	 The Exit ABL Credit Agreement and the other Exit ABL Documents shall be prepared by counsel for the Exit ABL Agent, based upon and giving due
regard to the documentation for the Borrower’s existing credit agreement, with such changes to substantially reflect the terms and provisions of this Exit Term Sheet in all material respects, to reflect the exit facility nature of the Exit ABL
Facility, and shall otherwise be reasonably acceptable to the Exit ABL Lenders and the Debtors in all respects.
  

For the avoidance of doubt, the Exit Note Documents shall not contain any representations, covenants or events of default that are less favorable to the
Borrower than the terms of the Exit ABL Documents on the Closing Date, other than any customary terms that reflect the nature of the Exit Notes as secured convertible notes.

		
	Exit ABL Facility:	  	The Exit ABL Facility shall be a senior secured asset—based revolving loan financing facility provided by the Exit ABL Lenders with aggregate revolving commitments not to exceed $25 million (the “Exit ABL
Commitments”, and such loans, the “Exit ABL Loans”).


  
 1 













			
	 Term
	  	 Description

		  	After the Closing Date, the Borrower may increase the amount of Exit ABL Commitments by either (a) obtaining increased commitments from one or more existing Exit ABL Lenders on a pro rata or non-pro rata basis and/or
(b) obtaining commitments from new lenders that are reasonably acceptable to the Exit ABL Agent and issuing banks to the extent that consent of the Exit ABL agent and/or issuing lender would be required for an assignment of Exit ABL Loans or
Exit ABL Commitments to such new lender; such increased Exit ABL Commitments shall be on identical terms to the other Exit ABL Commitments under the Exit ABL Facility.
		
	Letters of Credit:	  	Undrawn letters of credit outstanding under the DIP ABL Credit Agreement as of the Closing Date (“Existing L/Cs”) shall be deemed outstanding under the Exit ABL Facility. The Exit ABL Facility shall
provide for the issuance or renewal of letters of credit by certain Exit ABL Lenders; provided that the Exit ABL Facility will not permit the aggregate Letter of Credit Exposure to exceed a $25 million aggregate sublimit and fronting
limits to be agreed with each issuing lender.
		
	 Exit Convertible
 Notes:
	  	 The “Exit Convertible Notes” shall be a senior secured convertible notes issued by the Borrower to the lenders under the DIP Term
Loan Facility (the “Exit Noteholders”) in an aggregate principal amount not to be less than $40 million or exceed $60 million. The definitive documents governing the Exit Convertible Notes (the “Exit Note
Documents”) shall be consistent with the terms set forth below and otherwise be reasonably satisfactory to the Required ABL Exit Lenders (such approval not to be unreasonably withheld, delayed or conditioned). The “Exit Note
Agent” shall be Cantor Fitzgerald Securities, and together with the Exit Noteholders, shall be the “Exit Noteholder Parties”.
  

The Exit Convertible Notes shall be secured by (a) validly perfected first priority security interests in and liens on all of the Exit Note Priority
Collateral (as defined herein) and (b) validly perfect second priority security interests in and liens on the Exit ABL Priority Collateral (collectively, the “Exit Note Collateral” and the liens and security interests thereon
and therein, the “Exit Note Liens”).
  
 Notwithstanding anything to
the contrary herein, the Exit Note Documents shall not be acceptable to the Exit ABL Lenders unless (a) the interest rate applicable to the Exit Convertible Notes is no greater than (i) 8% for interest paid in cash and (ii) 10% for interest
paid in kind, (b) the Exit Convertible Notes shall not require any amortization or sinking fund payment, (c) cash interest may only be required to be paid to the extent permitted under the terms of the Exit ABL Facility and (d) the
Exit Note Documents do not contain events of default, affirmative covenants or negative covenants that are more restrictive on the Loan Parties than the Exit ABL Documents, other than any customary terms that reflect the nature of the Exit Notes as
secured convertible notes (the requirements in clauses (a)-(d) above, the “Exit Note Documentation Requirements”).
  

The Exit Note Agent, Exit Noteholders, Exit ABL Agent and Exit ABL Lenders will enter into a customary intercreditor agreement reasonably acceptable to the
Exit ABL Agent that reflects the collateral priorities set forth herein.

		
	Purpose:	  	The proceeds of the Exit ABL Facility shall be used to, among other things: (a) pay fees, interest, payments and expenses associated with the Exit ABL Facility, (b) provide for the ongoing working capital and capital
expenditure needs of the Loan Parties and (c) for other general corporate purposes.


  
 2 













			
	 Term
	  	 Description

	Availability:	  	The Exit ABL Facility shall be subject to the Borrowing Base, and “Availability” shall be equal to the difference between (a) the lesser of (i) the Exit ABL Commitments and (ii) the Borrowing Base (such
lesser amount, the “Line Cap”) minus (b) the sum of (i) the sum of (A) the aggregate principal amount of Exit ABL Loans and (B) the aggregate Letter of Credit Exposure (the amount of this clause, (i),
“Revolving Exposure”) and (ii) Reserves.
		
	Available Draw Conditions:	  	The availability of the Exit ABL Commitments under the Exit ABL Facility shall be subject to conditions as are (a) included in the Prepetition Credit Agreement, and (b) customary for exit facilities and transactions of
this type and shall include, among other conditions, that the issuance or renewal of any requested letters of credit shall not cause Availability to be less than $0 and customary anti-cash hoarding provisions.
		
	Borrowing Base:	  	 The “Borrowing Base” shall be an amount equal to the sum of the following: (a) 90% of each Loan Party’s Eligible Accounts with
respect to investment grade counterparties, plus (b) 85% of each Loan Party’s Eligible Accounts with respect to non-investment grade counterparties, plus (c) 100% of each Loan Party’s Eligible Cash, minus (d) reserves that the Exit
ABL Agent deems necessary in its permitted discretion to maintain. The Borrowing Base shall be determined monthly by reference to the most recently delivered Borrowing Base Certificate; provided that, (i) until the earlier of
(A) the date on which Borrower’s consolidated monthly financial statements for the 6th month ending after the Closing Date have been delivered to the Exit ABL Agent and (B) the date on which the difference of (1) the Borrowing
Base minus (2) Eligible Cash is greater than the sum of (x) the outstanding amount of Exit ABL Loans and (y) Letter of Credit Exposure and (ii) at any time Availability is less than the greater of (A)) $7.5 million and (B)
20% of the Line Cap, the Borrowing Base shall be determined weekly by reference to the most recently delivered Borrowing Base
 Certificate.

 
 “Eligible Accounts” shall be defined in a manner substantively
identical to the Borrower’s existing credit agreement; provided that the definition of “Specified Account Debtor” shall be amended to comprise Chevron and EOG Resources for so long as each maintains investment grade credit ratings in
a manner consistent with the DIP ABL Facility.
  
 “Eligible Cash”
means the amount of unrestricted cash of the Loan Parties that is (a) held in a segregated account with the Exit ABL Agent and subject to a fully-blocked account control agreement and (b) not subject to liens other than liens in favor of
the Exit ABL Agent for the benefit of the secured parties under the Exit ABL Facility, liens in favor of the Exit Note Agent for the benefit of the secured parties under the Exit Convertible Notes that are junior to the liens of the Exit ABL Agent
and permitted liens attaching by operation of law in favor of the Exit ABL Agent in its capacity as depository bank.
  

Eligible Cash shall be released by the Exit ABL Agent upon the request of the Borrower in a manner consistent with the DIP ABL Facility subject to a threshold
to be agreed.



  
 3 













			
	 Term
	  	 Description

	Field Exams:	  	The Borrower shall, and shall cause each of its Subsidiaries to, permit the Exit ABL Agent or a third party selected by the Exit ABL Agent to, upon the Exit ABL Agent’s request, conduct field examinations with respect to any
accounts included in the calculation of the Borrowing Base, at reasonable business times and upon reasonable prior notice to the Borrower; provided that (i) the Borrower shall bear the cost of one field examination in any fiscal year and
(ii) if Availability is less than the greater of (a) $7.5 million and (b) 20% of the Line Cap, the Borrower shall bear the cost of one additional field examination in any fiscal year; provided further that if an Event of Default
has occurred and is continuing, the Borrower shall bear the cost of all field examinations requested by the Exit ABL Agent.
		
	Interest Rates and Fees:	  	As set forth on Annex A hereto.
		
	Default Rate:	  	Upon the occurrence and during the continuance of any Event of Default (each as defined in the Exit ABL Credit Agreement), with respect to the principal amount of the outstanding Exit ABL Loans and any overdue amount (including
overdue interest), the applicable interest rate plus 2.00% per annum.
		
	Maturity:	  	The earliest of (a) August 1, 2023 and (b) the date all Exit ABL Loans become due and payable under the Exit ABL Documents, whether by acceleration or otherwise (such date, the “Maturity Date”).
		
	Collateral	  	 The obligations of the Loan Parties under the Exit ABL Facility shall be secured by (a) a validly perfected first priority security
interest in and lien on the all of the Loan Parties’ assets securing any obligations under the Prepetition Credit Agreement (“Exit ABL Priority Collateral” and, the liens and security interests thereon and therein, the
“Exit ABL Priority Liens”) and (b) a validly perfected second priority security interest in an lien on all of the Loan Parties’ assets that do not constitute Exit ABL Priority Collateral (the “Exit Note Priority
Collateral” and, together the Exit ABL Priority Collateral, the “Exit ABL Collateral” and the liens and security interests thereon and therein, the “Exit Note Priority Liens” and, together with the Exit ABL
Priority Liens, the “Exit ABL Liens”).
  
 All of the Exit ABL Liens
shall be created on terms and pursuant to documentation satisfactory to the Exit ABL Agent and the Required Exit ABL Lenders in their reasonable discretion.

		
	Cash Dominion:	  	All cash of the Borrower and its Subsidiaries will be subject to cash dominion (a) at all times during the period beginning on the Closing Date and ending on the date the Borrower’s consolidated monthly financial statements for
the 6th month ending after the Closing Date have been delivered to the Exit ABL Agent and (b) at any other time that a Covenant/Dominion Trigger Period has occurred and is continuing
		
	Mandatory Prepayments:	  	 The Exit ABL Documents will contain mandatory prepayment provisions customary for exit facilities of this type. Prior to the Maturity Date,
the following mandatory prepayments, subject to any applicable intercreditor agreement, shall be required:
  

•  Overadvances: Prepayments of the Exit ABL Loans and, to the extent that any portion of such
prepayment remains, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure in an amount equal to the overadvance upon the sum of the outstanding principal amount of all Exit ABL Loans and Letter
of Credit Exposure exceeding the Line Cap.



  
 4 













			
	 Term
	  	 Description

		
		  	 •  Asset Sales: Prepayments of the Exit ABL Loans and, to the extent that
any portion of such prepayment remains, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure in an amount equal to 100% of the net cash proceeds of the sale or other disposition of any Exit ABL
Priority Collateral, except for ordinary course and de minimis sales and additional exceptions to be agreed on in the Exit ABL Documents and, after making any such prepayment, the Borrower shall deliver a pro forma Borrowing Base Certificate
accounting for such asset sale;
  

•  Insurance Proceeds: Prepayments of the Exit ABL Loans and, to the extent that any portion
of such prepayment remains, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure in an amount equal to 100% of the net cash proceeds of insurance paid on account of any loss of Exit ABL Priority
Collateral subject to exceptions to be agreed on in the Exit ABL Documents and, after making any such prepayment, the Borrower shall deliver a pro forma Borrowing Base Certificate accounting for such loss; and

 
 •  Incurrence of
Indebtedness: Prepayments of the Exit ABL Loans and, to the extent that any portion of such prepayment remains, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure in an amount equal to
100% of the net cash proceeds of any indebtedness incurred by the Loan Parties or any of their respective subsidiaries after the Closing Date (other than the Exit Convertible Notes and any other indebtedness otherwise permitted under the Exit ABL
Documents) to the extent such net cash proceeds are not used to prepay the Exit Convertible Notes, payable no later than the date of receipt.
  

•  Consolidated Cash Balance. Prepayments of the Exit ABL Loans in an amount equal to the
amount by which the aggregate amount of cash and cash equivalents of the Borrower and its subsidiaries exceeds a threshold to be agreed.

		
	 Optional
 Prepayments:
	  	Prior to the Maturity Date, the Borrower may, (a) upon at least three business days’ prior written notice in the case of Eurodollar Loans and (b) upon at least one business days’ prior written notice in the case
of ABR Loans and, in each case, at the end of any applicable interest period (or at other times with the payment of applicable breakage costs), prepay in full or in part (other than such breakage costs), the Exit ABL Loans.
		
	 Representations and

Warranties:
	  	The Exit ABL Credit Agreement shall contain such representations and warranties as are (a) included in the Prepetition Credit Agreement and (b) customary for exit facilities and transactions of this
type.


  
 5 













			
	 Term
	  	 Description

	Other Covenants	  	The Exit ABL Credit Agreement shall contain such other affirmative and negative covenants as are (a) included in the Prepetition Credit Agreement and (b) customary for exit facilities and transactions of this type; provided
that:
		
		  	 •  Indebtedness. The Loan Parties and their subsidiaries shall not be
permitted:
  
 •  (a) to incur
debt for borrowed money other than, (i) after the conversion of the Exit Convertible Notes and the delivery of monthly financial statements for the first 6 months ending after the Closing Date, unsecured debt so long as total leverage, on a pro
forma basis for such incurrence (and, to the extent such indebtedness is incurred prior to the delivery of financial statements for four quarters following the Closing Date, to be calculated on an annualized basis) does not exceed 1.00:1.00, (ii) a
basket for capital leases and purchase money indebtedness to be agreed, (iii) a general basket to be agreed and (iv) other customary baskets to be agreed; or
  

•  (b) to incur secured debt other than (i) the Exit ABL Facility, (ii) the Exit
Convertible Notes, (iii) a basket for permitted capital leases and purchase money indebtedness, and (iv) other customary baskets to be agreed.
  

•  Restricted Payments. The Loan Parties and their subsidiaries shall not be permitted to make
dividends, distributions or repurchases of equity interests, except that Loan Parties may (i) make dividends or distributions to other Loan Parties owning equity of such Loan Parties and subsidiaries of Loan Parties may make dividends or
distributions to other subsidiaries of Loan Parties and to Loan Parties owning such subsidiary’s equity interests and (ii) make restricted payments subject to customary “payment conditions” to be agreed.

 
 •  Investments. The Loan
Parties and their subsidiaries shall not be permitted to make any investments, except that the Loan Parties and their subsidiaries may (i) make investments in other Loan Parties or subsidiaries of Loan Parties, with investments of Loan Parties
in subsidiaries who are not Loan Parties subject to a sublimit to be agreed, (ii) make investments utilizing a general investments basket to be agreed and (iii) make investments subject to customary “payment conditions” to be
agreed.
  
 •  Prepayments of
Principal of Indebtedness. (a) The Loan Parties and their subsidiaries shall not be permitted to make optional prepayments or redemptions (including offers to redeem) in respect of principal of indebtedness, including the Exit Convertible
Notes (i) prior to the 12 month anniversary of the Closing Date, (ii) after the 12 month anniversary of the Closing Date unless the Loan Parties have Liquidity greater than $12.5 million and the Fixed Charge Coverage Ratio is greater
than 1.25:1.00 and (iii) the difference of (A) the Borrowing Base minus (B) Eligible Cash is greater than the sum of (x) the outstanding amount of Exit ABL Loans and (y) Letter of Credit Exposure, in each case, on a pro
forma basis for such mandatory prepayment. (b) The Loan Parties and their subsidiaries shall not be permitted to make mandatory prepayment payments or redemptions (including offers to redeem) in respect of the principal of indebtedness unless
the Loan Parties have Liquidity greater than $12.5 million and the Fixed Charge Coverage Ratio is greater than 1.25:1.00, in each case, on a pro forma basis for such mandatory
prepayment.



  
 6 













			
	 Term
	  	 Description

		  	 •  Payments of Cash Interest. The Loan Parties and their subsidiaries shall
not be permitted to make cash interest payments on indebtedness (including the Exit Convertible Notes) (a) prior to the 12 month anniversary of the Closing Date or (b) after the 12 month anniversary of the Closing Date unless (i) the
Loan Parties have Liquidity greater than $12.5 million and the Fixed Charge Coverage Ratio is greater than 1.25:1.00 and the difference of (A) the Borrowing Base minus (B) Eligible Cash is greater than the sum of (x) the
outstanding amount of Exit ABL Loans and (y) Letter of Credit Exposure, in each case on a pro forma basis for such cash interest payment.
  

•  Limitations on Amendments. The Exit ABL Loan Documents shall include a limitation on
amendments to the Exit Convertible Notes that are adverse to the Exit ABL Lender Parties.

		
	 Financial
 Covenants:
	  	 At all times during the period beginning on the Closing Date and ending on the date the Borrower’s consolidated monthly financial
statements for the 6th month ending after the Closing Date have been delivered to the Exit ABL Agent, the Borrower shall not permit Liquidity to be less than $10 million (the “Liquidity Covenant”). A financial officer of the
Borrower shall certify as to compliance with such requirement weekly concurrently with the delivery of each weekly Borrowing Base Certificate.
  

“Liquidity” shall mean the sum of (a) Availability and (b) Cash and Cash Equivalents for the Loan Parties (other than (i) Cash
or Cash Equivalents not held in a Controlled Account, (ii) any Cash or Cash Equivalents pledged to secure any Loan Party’s obligations under a letter of credit and (iii) Eligible Cash).

 
 Upon the occurrence and during the continuance of a Covenant/Dominion Trigger Period on
or after the delivery of consolidated financial statements for the sixth month ending after the Closing Date, the Borrower shall not permit the Fixed Charge Coverage Ratio to be less than 1.00:1.00 as of the last day of the most recent trailing
twelve month period then ending for which monthly financial statements have been delivered; provided that the Fixed Charge Coverage Ratio for the sixth, seventh, eighth, ninth, tenth and eleventh months ending after the Closing Date shall be
calculated on an annualized basis based on all monthly financial statements delivered after the Closing Date, but on or prior to the date of such calculation. For example, with respect to a testing of the Fixed Charge Coverage Ratio following the
delivery of financial statements for the 6th month ending after the Closing Date, but prior to the delivery of financial statements for the 7th month ending after the Closing Date, Fixed Charges and EBITDA will be calculated by multiplying such
amounts for such 6 month period by 2 and with respect to a testing of the Fixed Charge Coverage Ratio following the delivery of financial statements for the 7th month ending after the Closing Date, but prior to the delivery of financial statements
for the 8th month ending after the Closing Date, Fixed Charges and EBITDA will be calculated by



  
 7 













			
	 Term
	  	 Description

		  	 multiplying such amounts for such 7 month period by 12/7 and so on until the delivery of financial statements for the 12th month ending after
the Closing Date at which time the calculation of Fixed Charges and EBITDA shall be on a trailing 12 month basis. Once such covenant is in effect, the Borrower shall continue to maintain such Fixed Charge Coverage Ratio as of the last date of each
month thereafter until such Covenant/Dominion Trigger Period is no longer continuing.
  

“Covenant/Dominion Trigger Period” shall occur at any time that (a) Availability is less than the greater of (i) $7.5 million and
(ii) 15% of the Line Cap or (b) an Event of Default has occurred and is continuing. Once commenced, a Covenant/Dominion Trigger Period shall be deemed to be continuing until such time as (x) no Event of Default is continuing and
(y) if such Covenant/Dominion Trigger Period resulted from an event specified in the preceding clause (a), Availability equals or exceeds for 30 consecutive days the greater of (1) $7.5 million and (2) 15% of the Line Cap.

 
 The definitions of “Fixed Charge Coverage Ratio”, “Fixed Charges”
and “EBITDA” shall be consistent with the definitions of such terms in the DIP ABL Credit Agreement with changes to be mutually agreed.

		
	Reporting:	  	 The Borrower shall deliver to the Exit ABL Agent and the Exit ABL Lenders:

 
 •  monthly unaudited
consolidated financial statements of the Borrower and its subsidiaries within 30 days after the end of each fiscal month, certified by a financial officer of the Borrower and including an operational report consistent with that delivered under the
DIP ABL Credit Agreement;
  

•  quarterly unaudited consolidated financial statements of the Borrower and its subsidiaries within
45 days of quarter-end for the first three fiscal quarters of the fiscal year, certified by the Borrower’s chief financial officer and including management discussion and analysis;

 
 •  annual audited consolidated
financial statements of the Borrower and its subsidiaries within 120 days of year-end, certified with respect to such consolidated statements by the Borrower’s independent certified public accountants and including management discussion and
analysis;
  
 •  concurrently
with the delivery of the monthly, quarterly, or annual financial statements above, a Compliance Certificate; provided that each Compliance Certificate delivered in connection with the financial statements referenced above shall contain a
reasonably detailed calculation of the Fixed Charge Coverage Ratio as of the end of the period covered by such financial statements regardless of whether the Fixed Charge Coverage Ratio covenant is then in effect.

 
 •  (a) an annual operating,
capital and cash flow budget for the immediately following fiscal year and detailed on a quarterly basis and (b) a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and cash flow statement) of the
Borrower for each quarter of the upcoming fiscal year in form reasonably satisfactory to the Exit ABL Agent within 60 days of year-end;



  
 8 













			
	 Term
	  	 Description

		  	 •  a monthly Borrowing Base Certificate and supporting documents within 20 days of
the end of each calendar month; provided that, (a) until the earlier of (i) the date on which Borrower’s consolidated monthly financial statements for the 6th month ending after the Closing Date have been delivered to the Exit ABL
Agent and (ii) the date on which the difference of (A) the Borrowing Base minus (B) Eligible Cash is greater than the sum of (x) the outstanding amount of Exit ABL Loans and (y) Letter of Credit Exposure and (b) at any
time Availability is less than the greater of (i) $7.5 million and (ii) 20% of the Line Cap, the Borrower shall deliver a weekly Borrowing Base Certificate and supporting documents within 3 Business Days of the end of each calendar week
calculated as of the close of business on the last Business Day of such preceding calendar week;
  

•  each weekly Borrowing Base Certificate delivered during the period beginning on the Closing Date
and ending on the date the Borrower’s consolidated monthly financial statements for the 6th month ending after the Closing Date shall contain a certification and supporting information demonstrating that the Loan Parties have been in compliance
with the Liquidity Covenant at all times during such preceding calendar week and, to the extent that, prior to the date on which Borrower’s consolidated monthly financial statements for the 6th month ending after the Closing Date have been
delivered to the Exit ABL Agent, the Borrower is no longer required to deliver weekly borrowing base certificates, the Borrower shall deliver a certification and supporting information demonstrating that the Loan Parties have been in compliance with
the Liquidity Covenant at all times during such preceding calendar week within 3 Business Days of the end of each calendar week; and
  

•  all other certificates, reports and notices as are (a) included in the Prepetition Credit
Agreement, (b) customary for exit facilities and transactions of this type or (c) required to be provided under the Exit Note Documents.

		
	Conditions Precedent to Exit ABL Facility	  	 The conversion of the DIP ABL Facility into the Exit ABL Facility shall be subject to the satisfaction of conditions precedent (collectively,
the “Conditions Precedent”; the date of satisfaction of such conditions, the “Closing Date”) including, but not limited to:
  

•  each of the Exit Note Documents shall be in form and substance consistent with the Exit Note
Documentation Requirements and otherwise reasonably satisfactory to the Exit ABL Lenders, and shall have been executed and delivered by each Loan Party thereto;
  

•  the Borrower and its Subsidiaries shall have Liquidity of not less than $12.5 million,

 
 •  the Borrower and its
Subsidiaries shall have Availability of not less than $0;
  

•  the conditions precedent under the Exit Note Documents for the funding of any Exit Convertible
Notes shall have been satisfied; and



  
 9 













			
	 Term
	  	 Description

		  	 •  the Borrower and its Subsidiaries shall not have more than $70 million of
Debt (excluding Debt in respect of undrawn letters of credit) outstanding as of the Closing Date.

		
	Events of Default:	  	 Events of Default shall be customary for exit facilities of this type and include, without limitation:

 
 •  failure to pay principal or
interest on the Exit ABL Loans or any fees under the Exit ABL Facility when due (with a 3 business day grace period for the failure to pay interest or fees);
  

•  failure of any representation or warranty of any Loan Party contained in any Exit ABL Document to
be true and correct in all material respects when made;
  

•  breach of any covenant, provided that certain affirmative covenants may be subject to a
thirty (30) day grace period (from the earlier of the date that (i) any Loan Party obtains knowledge of such breach and (ii) any Loan Party receives written notice of such default from the Exit ABL Agent or the Required Exit ABL
Lenders);
  
 •  a cross-default
to the Exit Note Documents;
  

•  any change in control (the definition of which is to be agreed, but shall include any “change
in control” triggering a default or event of default under the Exit Note Documents; and
  

•  other defaults as are (a) included in the Prepetition Credit Agreement or (b) customary for
exit facilities and transactions of this type.

		
	Remedies:	  	Customary for exit facilities and transactions of this type
		
	 Assignments and

Participations:
	  	 Customary for exit facilities and transactions of this type; provided, the Borrower

will not have consent rights with respect to assignments and participations during the continuance of any Event of Default.

		
	 Expenses and

Indemnification:
	  	 All reasonable, documented, out-of-pocket expenses (limited to (a) reasonable legal fees and reasonable, documented, out-of-pocket
expenses of one primary counsel, and one local counsel in each relevant jurisdiction for the Exit ABL Agent; and (b) reasonable legal fees and reasonable, documented, out-of-pocket expenses of one primary counsel, one local counsel in each
relevant jurisdiction and one financial advisor for the Exit ABL Lenders) of the Exit ABL Lender Parties incurred in connection with the negotiation and documentation of the Exit ABL Facility with respect to the Loan Parties. In addition, all
reasonable, documented, out-of-pocket fees, costs and expenses (including but not limited to reasonable legal fees and documented, out-of-pocket expenses) of the Exit ABL Agent and the Exit ABL Lenders for workout proceedings and enforcement costs
associated with the Exit ABL Facility are to be paid by the Borrower.
  
 The Borrower
will indemnify the Exit ABL Lender Parties, and hold them harmless from and against all reasonable out-of-pocket costs, expenses (including but not limited to reasonable legal fees and expenses) and liabilities arising out of or relating to the
transactions contemplated hereby and any actual or proposed use of the proceeds of any loans made under the Exit ABL Facility;



  
 10 













			
	 Term
	  	 Description

		  	provided that no such person will be indemnified for costs, expenses or liabilities to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have been incurred solely by reason of
the gross negligence, bad faith or willful misconduct of such person.
		
	Governing Law:	  	The Exit ABL Documents shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of law principles thereof. Each party to the Exit ABL Documents will waive the rights
to trial by jury.
		
	Amendments	  	 All amendments, modifications and waivers of the Exit ABL Documents shall require the consent of the Required Exit ABL Lenders, except in the
case of amendments, modifications, or waivers customarily requiring consent from all Exit ABL Lenders, all affected Exit ABL Lenders and/or letter of credit issuing banks.
  

“Required Exit ABL Lenders” shall mean Exit ABL Lenders holding a majority of the aggregate outstanding principal amount of Exit ABL Loans
(defined below), Letter of Credit Exposure and any unfunded commitments in respect of the Exit ABL Facility; provided that, as long as there are three or fewer Exit ABL Lenders, Required Exit ABL Lenders shall mean all Exit ABL
Lenders.


  

  
 11 












 Annex A 

Specific Terms of Exit ABL Facility 
  

					
	Interest Rate:	  	The interest rate applicable to the Exit ABL Loans will be (a) for Eurodollar Loans, 1-month, 2-month, 3-month or 6-month LIBOR, LIBOR floor of 1.00% and (b) for ABR Loans, the Alternate Base Rate plus, in each
case, the applicable amount in the grid below. Interest on ABR Loans shall be payable quarterly in arrears and interest on Eurodollar Loans shall be payable in arrears at the end of the Interest Period applicable to such Eurodollar Loans
provided that, if the Borrower elects a 6-month interest period for Eurodollar Loans, interest shall be payable every 3 months.


									
					
	 	 	 Level
	  	 Fixed Charge

Coverage Ratio
	  	 Eurodollar

Loan
 Applicable

Margin
	  	 ABR Loan

Applicable
 Margin

		 	I	  	<1.50:1.00	  	3.50%	  	2.50%
		 	II	  	 •1.50:1.00 and

<2.00:1.00
	  	3.25%	  	2.25%
		 	III	  	•2.00:1.00	  	3.00%	  	2.00%

  

			
		 	The applicable Level shall be adjusted quarterly upon delivery of quarterly financial statements. Until the delivery of quarterly financial statements for the first full fiscal quarter ending after the Closing Date, the Interest
Rate shall be determined by reference to Level I. Upon failure to delivery timely quarterly financial statements, the Interest Rate shall be determined by reference to Level I. In the event that financial statements are restated, to the extent that
additional interest would have been required in accordance with the restated financials, the Borrower shall pay such additional interest promptly upon demand.
		
	Letter of Credit Fees:	 	Letter of Credit fees equal to the applicable margin with respect to Eurodollar Loans on the aggregate stated amount of each letter of credit outstanding under the Exit ABL Facility payable monthly.
		
	Commitment Fee:	 	0.50% of the aggregate Unused Commitment of each Exit ABL Lender.
		
	Upfront Fee:	 	0.50% of the aggregate principal amount of Exit ABL Commitments, payable on the Closing Date.