Party) hereby notifies each Guarantor that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001))(the "Act"), it is required to obtain, verify and record
information that identifies such Guarantor, which information includes the name
and address of such Guarantor and other information that will allow such Secured
Party or the Administrative Agent, as applicable, to identify such Guarantor in
accordance with the Act. Following a request by any Secured Party, each
Guarantor shall promptly furnish all documentation and other information that
such Secured Party reasonably 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. Amendment and Restatement. This Guaranty is an amendment and
restatement of the Existing Guaranty in its entirety, and this Guaranty is not a
novation of the Existing Guaranty. All obligations of the Guarantor under such
Existing Guaranty shall continue in full force and effect as amended and
restated by this Guaranty.
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.
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Exhibit C - Form of Second Amended and Restated Guaranty Agreement
Page 8 of 13
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
By:
Name:
Title:
Exhibit C - Form of Second Amended and Restated Guaranty Agreement
Page 9 of 13
Annex 1 to the Second Amended and Restated
Guaranty Agreement
SUPPLEMENT NO.
dated as of [
] [
],
201[
] (this "Supplement"), to the Second Amended and Restated Guaranty
Agreement dated as of December 22, 2017 (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 ZB, N.A. DBA Amegy Bank, as Administrative Agent (in such
capacity, the "Administrative Agent") for the benefit of the Secured Parties (as
defined in the Credit Agreement referred