0001193125-13-037879 Sample Contracts

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HI-CRUSH PARTNERS LP
Limited Partnership Agreement • February 5th, 2013 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HI-CRUSH PARTNERS LP, dated as of January 31, 2013, is entered into by Hi-Crush GP LLC, a Delaware limited liability company, as the General Partner.

FIRST AMENDMENT TO OMNIBUS AGREEMENT
Omnibus Agreement • February 5th, 2013 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels)

This First Amendment to Omnibus Agreement (this “Amendment”) is made and entered into as of January 31, 2013 by and among Hi-Crush Partners LP, a Delaware limited partnership (the “Partnership”), Hi-Crush GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”) and Hi-Crush Proppants LLC, a Delaware limited liability company (“Proppants”).

CONTRIBUTION AGREEMENT by and among HI-CRUSH PROPPANTS LLC, HI-CRUSH PARTNERS LP and HI-CRUSH AUGUSTA LLC dated as of January 31, 2013
Contribution Agreement • February 5th, 2013 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Texas

THIS CONTRIBUTION AGREEMENT, dated as of January 31, 2013 (this “Agreement”), is entered into by and between Hi-Crush Proppants LLC, a limited liability company organized under the Laws of the State of Delaware (“Proppants”), Hi-Crush Partners LP, a limited partnership organized under the Laws of the State of Delaware (the “Partnership”), and Hi-Crush Augusta LLC, a limited liability company organized under the Laws of the State of Delaware (“Augusta”).

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 5th, 2013 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • New York

This First Amendment to Registration Rights Agreement (this “Amendment”) is made and entered into as of January 31, 2013 by and between Hi-Crush Partners LP, a Delaware limited partnership (the “Partnership”), and Hi-Crush Proppants LLC, a Delaware limited liability company (the “Sponsor”).

FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HI-CRUSH AUGUSTA LLC (A Delaware Limited Liability Company)
Limited Liability Company Agreement • February 5th, 2013 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Hi-Crush Augusta LLC, a Delaware limited liability company (the “Company”), is made and entered into as of the 31st day of January, 2013 by Hi-Crush Proppants LLC, a Delaware limited liability company (“Proppants”), as the sole Member (as defined below) of the Company.

CONSENT AND FIRST AMENDMENT
Credit Agreement • February 5th, 2013 • Hi-Crush Partners LP • Mining & quarrying of nonmetallic minerals (no fuels) • Texas

This Consent and First Amendment (“Amendment”) dated as of January 31, 2013 is by and among Hi-Crush Partners LP, a Delaware limited partnership (the “Borrower”), the Lenders party hereto, and Amegy Bank National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).