requests in order to comply with its ingoing
obligations under the applicable "know your customer" and anti-money laundering
rules and regulations, including the Act.
Section 19. Execution in Counterparts. This Guaranty 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.
Section 20. Taxes. Each payment of the Guaranteed Obligations will be made by
each Guarantor without withholding for any Taxes, unless such withholding is
required by law. If any Guarantor determines, in its sole discretion exercised
in good faith, that it is so required to withhold Taxes, then such Guarantor may
so withhold and shall timely pay the full amount of withheld Taxes to the
relevant Governmental Authority in accordance with applicable law. If such Taxes
are Indemnified Taxes, then the amount payable by such Guarantor shall be
increased as necessary so that, net of such withholding (including such
withholding applicable to additional amounts payable under this Section), the
Administrative Agent, Lender or Issuing Lenders (as the case may be) receives
the amount it would have received had no such withholding been made..
Guaranty Agreement
Page 8 of 14
THIS GUARANTY AND THE OTHER CREDIT DOCUMENTS, AS DEFINED IN THE CREDIT AGREEMENT
REFERRED TO IN THIS GUARANTY, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
RELATED TO THE SUBJECT MATTER HEREOF AND THEREOF 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.]
Guaranty Agreement
Page 9 of 14
Each Guarantor has caused this Guaranty to be duly executed as of the date first
above written.
GUARANTORS: 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:
Name: Laura
C. Fulton Title: Chief Financial Officer
Signature Page to Guaranty Agreement
(Hi-Crush Partners LP)
Annex 1 to the
Guaranty Agreement
SUPPLEMENT NO.
dated as of [
] [
],
201[
] (this "Supplement"), to the Guaranty Agreement dated as of
August 1, 2018 (as amended, amended and restated, supplemented or otherwise
modified from time to time, the "Guaranty Agreement"), made by certain
Subsidiaries party thereto (each a "Guarantor" and collectively, the
"Guarantors") of Hi-Crush Partners LP, a Delaware limited partnership (the
"Borrower") and JPMorgan Chase Bank, N.A., as Administrative Agent (in such
capacity, the "Administrative Agent") for the benefit of the Secured Parties (as
defined in the Credit Agreement referred to herein).
A. Reference is made to the Credit Agreement dated as of August 1, 2018 (as
amended, restated, amended and restated,