to this Security Agreement that any authority conferred upon the
Administrative Agent hereunder is subject to the terms of the delegation of
authority made by the Secured Parties to the Administrative Agent pursuant to
the Credit Agreement, and that the Administrative Agent has agreed to act (and
any successor Administrative Agent shall act) as such hereunder only on the
express conditions contained in such Article 8. Any successor Administrative
Agent appointed pursuant to Article 8 of the Credit Agreement shall be entitled
to all the rights, interests and benefits of the Administrative Agent hereunder.
THIS SECURITY AGREEMENT AND THE OTHER CREDIT DOCUMENTS, AS DEFINED IN THE CREDIT
AGREEMENT REFERRED TO IN THIS SECURITY AGREEMENT, REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[Remainder of this page intentionally left blank. Signature pages to follow.]
Pledge and Security Agreement
Page 34 of 34
IN WITNESS WHEREOF, each of the parties hereto has caused this Security
Agreement to be duly executed and delivered by its Responsible Officer as of the
date first above written.
GRANTORS HI-CRUSH PARTNERS LP By: Hi-Crush GP LLC, its general partner By:
/s/ Laura C. Fulton
Name:
Laura C. Fulton Title:
Chief Financial Officer D & I SILICA, LLC.
HI-CRUSH AUGUSTA ACQUISITION CO. LLC HI-CRUSH AUGUSTA LLC HI-CRUSH BLAIR LLC
HI-CRUSH CANADA INC. HI-CRUSH CHAMBERS LLC HI-CRUSH FINANCE CORP. HI-CRUSH
INVESTMENTS INC. HI-CRUSH LMS LLC HI-CRUSH OPERATING LLC HI-CRUSH PERMIAN SAND
LLC HI-CRUSH PODS LLC HI-CRUSH RAILROAD LLC HI-CRUSH WHITEHALL LLC HI-CRUSH
WYEVILLE LLC PDQ PROPERTIES LLC FB INDUSTRIES USA INC. FB LOGISTICS LLC By:
/s/ Laura C. Fulton
Name:
Laura C. Fulton Title:
Chief Financial Officer
Signature page to Pledge and Security Agreement
(Hi-Crush)
ADMINISTRATIVE AGENT: JPMORGAN CHASE BANK, N.A. By:
/s/ Authorized Person
Name:
Authorized Person Title:
Authorized Officer
Signature page to Pledge and Security Agreement
(Hi-Crush)
EXHIBIT G
FORM OF REVOLVING NOTE
$
,
For value received, the undersigned HI-CRUSH PARTNERS LP, a Delaware limited
partnership ("Borrower"), hereby promises to pay to
("Payee") the principal amount of
No/100 Dollars
($
) or, if less, the aggregate outstanding principal
amount of the Loans (as defined in the Credit Agreement referred to below) made
by the Payee (or predecessor in interest) to the Borrower, together with
interest on the unpaid principal amount of the Loans from the date of such Loans
until such principal amount is paid in full, at such interest rates, and at such
times, as are specified in the Credit Agreement (as hereunder defined). The
Borrower may make prepayments on this Revolving Note in accordance with the
terms of the Credit Agreement.
This Revolving Note is one of the Revolving Notes referred to in, and is
entitled to the benefits of, and is subject to the terms of, the Credit
Agreement dated as of August 1, 2018 (as the same may be amended, restated,
amended and restated,