UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
     _______________________________
Form 8-K
    _______________________________  
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 3, 2017
    _______________________________  
Hi-Crush Partners LP
(Exact name of registrant as specified in its charter)
      _______________________________
Delaware
(State or other jurisdiction of incorporation)
 
001-35630
90-0840530
(Commission File Number)
(IRS Employer Identification No.)
 
 
Three Riverway, Suite 1350
Houston, Texas
77056
(Address of principal executive offices)
(Zip Code)

(713) 980-6200
(Registrant’s telephone number, including area code)


    _______________________________
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following (See General Instruction A.2 below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
 





Item 1.01 Entry into a Material Definitive Agreement
Registration Rights Agreement
On March 3, 2017, Hi-Crush Partners LP (the “Partnership”) closed its previously disclosed acquisition (the “Permian Basin Sand Acquisition”) of Permian Basin Sand Company, LLC (“Permian Basin Sand”). In connection with the closing of the Permian Basin Sand Acquisition, the Partnership entered into a registration rights agreement (the “Registration Rights Agreement”) with Platte River Equity III, L.P. (“PRE III”), Platte River Equity III-A, L.P. (“PRE III-A”), Platte River Equity III-Affiliates, L.P. (“PRE III-Affiliates”), PBS PRE III-B Holdings, LLC (“PBS”), Steven Herron, Peter Melcher, and Mark Smiens (such individuals, together with PRE III, PRE III-A, PRE III-Affiliates and PBS, collectively, the “Sellers”). The Registration Rights Agreement requires the Partnership, within 90 days, to file with the Securities Exchange Commission a shelf registration statement on Form S-3 covering the resale of the common units issued as part of the consideration of the Permian Basin Sand Acquisition on a delayed or continuous basis.
The foregoing description of the Registration Rights Agreement is only a summary, does not purport to be complete, and is subject to, and qualified in its entirety by reference to the full and complete text of the Registration Rights Agreement, which is attached to this Current Report on Form 8-K as Exhibit 4.1 and is incorporated herein by reference.
Fifth Amendment to Credit Agreement
On March 3, 2017, the Partnership entered into a Fifth Amendment (the “Fifth Amendment”) by and among the Partnership, ZB, N.A. DBA Amegy Bank, as administrative agent, and the lenders named therein, amending its Amended and Restated Credit Agreement, dated April 28, 2014, as amended (the “Credit Agreement”). Pursuant to the terms of the Fifth Amendment, the lenders agreed to amend the Credit Agreement to, among other things, permit the acquisition by the Partnership and Hi-Crush Augusta Acquisition Co. LLC of all of the outstanding membership interests in Hi-Crush Whitehall LLC, the remaining 2% equity interest in Hi-Crush Augusta LLC, and all of the outstanding membership interests in PDQ Properties LLC and to permit the Permian Basin Sand Acquisition.
The foregoing description is qualified in its entirety by reference to the full and complete text of the Fifth Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1.     

Item 2.01 Completion of Acquisition or Disposition of Assets
On March 3, 2017, the Partnership closed its previously disclosed Permian Basin Sand Acquisition pursuant to that certain membership interest purchase agreement, dated February 23, 2017, with Permian Basin Sand, Permian Basin Sand Holdings, LLC, PRE Wildcat Holdings, LLC and the Sellers. In consideration of the Permian Basin Sand Acquisition, the Partnership paid the Sellers a purchase price consisting of $200 million in cash and 3,438,789 newly issued common units representing limited partner interests in the Partnership. Permian Basin Sand owns a 1,226-acre frac sand reserve in the Permian Basin, consisting of more than 55 million tons of 100 mesh frac sand, and certain rights to acquire additional acreage reserves.

Item 3.02 Unregistered Sales of Equity Securities.  
The description in Item 2.01 above is incorporated in this Item 3.02 by reference. As previously disclosed in the Current Report on Form 8-K filed by the Partnership on February 23, 2017, the 3,438,789 common units were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended because the transaction did not involving a public offering.

Item 9.01 Exhibits
(d) Exhibits
Exhibit Number
 
Exhibit Description
 
 
 
4.1
 
Lockup and Registration Rights Agreement, dated March 3, 2017, by and among Hi-Crush Partners LP, Platte River Equity III, L.P., Platte River Equity III-A, L.P., Platte River Equity III-Affiliates, L.P., PBS PRE III-B Holdings, LLC, Steven Herron, Peter Melcher, and Mark Smiens.
 
 
10.1
 
Fifth Amendment, dated March 3, 2017, by and among Hi-Crush Partners LP, as borrower, ZB, N.A. DBA Amegy Bank, as administrative agent, and the lenders named therein.





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
Hi-Crush Partners LP
 
 
 
 
 
 
 
 
 
By:
 
Hi-Crush GP LLC, its general partner
 
 
 
 
 
 
Date:
March 9, 2017
 
By:
 
/s/ Laura C. Fulton
 
 
 
 
 
Laura C. Fulton
 
 
 
 
 
Chief Financial Officer




INDEX TO EXHIBITS
Exhibit Number
 
Exhibit Description
 
 
 
4.1
 
Lockup and Registration Rights Agreement, dated March 3, 2017, by and among Hi-Crush Partners LP, Platte River Equity III, L.P., Platte River Equity III-A, L.P., Platte River Equity III-Affiliates, L.P., PBS PRE III-B Holdings, LLC, Steven Herron, Peter Melcher, and Mark Smiens.
 
 
10.1
 
Fifth Amendment, dated March 3, 2017, by and among Hi-Crush Partners LP, as borrower, ZB, N.A. DBA Amegy Bank, as administrative agent, and the lenders named therein.




Exhibit 4.1
LOCKUP AND REGISTRATION RIGHTS AGREEMENT
This LOCKUP AND REGISTRATION RIGHTS AGREEMENT , dated as of March 3, 2017 (this “ Agreement ”), is by and among Hi-Crush Partners LP, a Delaware limited partnership (the “ Partnership ”), and each of the unitholders of the Partnership listed on the signature pages hereto (each a “ Holder ” and collectively, the “ Holders ”).
RECITALS
WHEREAS , on February 23, 2017, the Partnership entered into a Membership Interest Purchase Agreement by and among Permian Basin Sand Company, LLC, Permian Basin Sand Holdings, LLC, PRE Wildcat Holdings, LLC, the Holders, Platte River Equity III, L.P., as the Sellers’ Representative, and the Partnership (the “ Purchase Agreement ”);
WHEREAS , under the Purchase Agreement, the Holders will receive common units representing limited partner interests in the Partnership (the “ Common Units ”); and
WHEREAS, the Partnership has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Holders pursuant to the Purchase Agreement.
NOW, THEREFORE , in consideration of the premises, mutual covenants and agreements hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
1.1      Definitions . As used in this Agreement, the following terms have the meanings indicated:
“ Affiliate ” means, with respect 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, the Person in question. As used herein, the term “control” (including, with correlative meanings, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.
“ Agreement ” has the meaning set forth in the preamble.
“ Business Day ” means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“ Commission ” means the United States Securities and Exchange Commission.
“ Common Units ” has the meaning set forth in the recitals.
“ Effective Date ” means the date of effectiveness of the Registration Statement.

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“ Effectiveness Period ” has the meaning specified in Section 2.1(a)(ii)
“ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.
“ Holder ” and “ Holders ” have the meanings set forth in the preamble. From and after the Permitted Transfer, if it occurs, Platte River Equity III-B, L.P. shall be a Holder under this Agreement.

“ Holder Indemnified Persons ” has the meaning specified in Section ‎2.5(a) .
“ Losses ” has the meaning specified in Section ‎2.5(a) .
“ Partnership ” has the meaning set forth in the preamble.
“ Permitted Transfer ” means the distribution or other transfer by PBS PRE III-B Holdings, LLC to its sole member Platte River Equity III-B, L.P. of all of the Registrable Securities held by PBS PRE III-B Holdings, LLC, and the assignment of PBS PRE III-B Holdings, LLC’s rights under this Agreement, including its rights to cause the Partnership to register such Registrable Securities under Article II hereof , provided , that Platte River Equity III-B, L.P. continues to be the sole member of PBS PRE III-B Holdings, LLC at the time of such transfer and assignment and such transfer complies with applicable federal and state securities laws and regulations.
“ Person ” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof or any other form of entity.
“ Purchase Agreement ” has the meaning set forth in the recitals.
“ Registrable Securities ” means the Common Units issued to the Holders pursuant to the Purchase Agreement.
“ Registration ” means the registration of Registrable Securities pursuant to Section 2.1(a) .
“ Registration Expenses ” has the meaning specified in ‎ Section‎ 2.4(a) .
“ Securities Act ” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.
“ Sellers’ Representative ” means Platte River Equity III, L.P.
“ Shelf Registration Statement ” means a “shelf” registration statement of the Partnership that covers the resale on a delayed or continuous basis of all the Registrable Securities in accordance with the terms of this Agreement (and may cover other securities of the Partnership) on Form S-3 and under Rule 415 under the Securities Act or, if the Partnership is not then eligible to file on Form S-3, on Form S-1 under the Securities Act, or any successor rule that may be adopted by the SEC, including all amendments and supplements to such “shelf” registration statement, including post-effective amendments, in each case, including the prospectus contained therein, all exhibits thereto and any document incorporated by reference therein. Such Shelf Registration Statement also shall cover, to the extent allowable under the Securities Act, such indeterminate number of additional common units representing limited partner interests in the Partnership resulting from equity splits, distributions or similar transactions with respect to the Common Units.

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“ Target Effective Date ” means such date that is 90 days after March 3, 2017.

1.2      Registrable Securities . Any Registrable Security will cease to be a Registrable Security upon the earliest to occur of the following: (a) when a registration statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security has been sold or disposed of pursuant to such effective registration statement, (b) when such Registrable Security has been disposed of (excluding transfers or assignments by a Holder to any assignee or transferee to whom the rights under this Agreement have been transferred pursuant to Section ‎2.7 ) pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act, and (c) when such Registrable Security has been sold or disposed of in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of such securities pursuant to Section 2.8 .
ARTICLE 2
REGISTRATION RIGHTS
2.1      Shelf Registration .
(a)      Shelf Registration Statement .
(i)      The Partnership shall (A) prepare and file with the Commission one Shelf Registration Statement and (B) cause such Shelf Registration Statement to become effective no later than the Target Effective Date.
(ii)      The Partnership will use its reasonable best efforts to cause the Shelf Registration Statement to be continuously effective under the Securities Act, with respect to any Holder, until the earlier of (A) three years after the Effective Date, extended for the aggregate time of all delays and suspensions under Section 2.1(b) , or (B) such time as all Registrable Securities cease to be Registrable Securities (the “ Effectiveness Period ”). As soon as practicable following the date that the Shelf Registration Statement becomes effective, but in any event within two Business Days after such date, the Partnership shall provide the Holders with written notice of the effectiveness of such Shelf Registration Statement.
(b)      Delay Rights . Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Holder whose Registrable Securities are included in the Shelf Registration Statement, suspend such Holder’s use of any prospectus which is a part of such Shelf Registration Statement (in which event the Holder shall suspend sales of the Registrable Securities pursuant to such Shelf Registration Statement) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Shelf Registration Statement or (ii) the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Partnership, would materially and adversely affect the Partnership; provided that the Partnership shall not register any securities for its own account or that of any other security holder during such suspension and the Partnership shall likewise suspend the use of all other then-effective registration statements (other than any registration statements on Form S-8 or successor form) during such suspension. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Holders whose Registrable Securities are included in such Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. Notwithstanding the foregoing, the Partnership’s rights to delay or suspend the use of any Shelf Registration Statement or sales thereunder shall not, in the aggregate, cause the Holders to be required to

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suspend sales of Registrable Securities pursuant to the Shelf Registration Statement or relieve the Partnership of its obligation to amend or supplement and maintain the effectiveness of a Shelf Registration Statement for longer than 90 days during any 12 month period.
2.2      Further Obligations . In connection with its obligations under this ARTICLE 2 , the Partnership will:
(a)      promptly prepare and file with the Commission such amendments and supplements to the Shelf Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Shelf Registration Statement continuously effective, supplemented and amended for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Shelf Registration Statement;
(b)      furnish to each Holder, without charge, (i) as far in advance as reasonably practicable, but in no event less than two Business Days, before filing the Shelf Registration Statement or any supplement or amendment thereto, copies of all such documents proposed to be filed (including exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission), and provide each such Holder the opportunity to object to any information pertaining to such Holder and its plan of distribution that is contained therein and make the corrections reasonably requested by such Holder with respect to such information prior to filing such Shelf Registration Statement or such other registration statement and the prospectus included therein or any supplement or amendment thereto, and (ii) promptly after the same is prepared and publicly distributed, filed with the Commission or received by the Partnership, such number of copies of such Shelf Registration Statement or such other registration statement and any prospectus included therein and any supplements and amendments thereto, including any issuer free writing prospectus, as such Persons may reasonably request in order to facilitate the resale or other disposition of the Registrable Securities covered by such Shelf Registration Statement or other registration statement, as well as each item of correspondence from the Commission or the Commission’s staff relating to the Shelf Registration Statement;
(c)      if applicable, use its reasonable best efforts to promptly register or qualify the Registrable Securities covered by the Shelf Registration Statement under the securities or blue sky laws of such jurisdictions as the Holders may reasonably request; provided , however , that the Partnership will not be required to qualify generally to transact business in any jurisdiction where it is not then required to be so qualified or to take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject;
(d)      use its reasonable best efforts to comply with all applicable rules and regulations of the Commission;
(e)      use its reasonable best efforts to cause all Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange or nationally recognized quotation system on which similar securities issued by the Partnership are then listed;
(f)      provide a transfer agent and registrar for all Registrable Securities covered by the Shelf Registration Statement;
(g)      if reasonably required by the Partnership’s transfer agent, the Partnership shall promptly deliver any authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to transfer Registrable Securities without legend upon sale by the Holder of such Registrable Securities under the Shelf Registration Statement;

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(h)      promptly notify the Holders, at any time when a prospectus relating to Registrable Securities is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in the Shelf Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and if required by applicable law, promptly prepare, file with the Commission and furnish to the Holders a supplement to or an amendment of such prospectus as may be necessary so that such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;
(i)      use its reasonable best efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness of the Shelf Registration Statement and, (ii) if such order is issued, obtain the withdrawal of any stop order or other suspension of effectiveness of the Shelf Registration Statement; and
(j)      make available for inspection, upon execution of a customary confidentiality agreement, by a selling Holder, and any attorneys or accountants retained by such Persons, at the offices where normally kept, during reasonable business hours and upon reasonable notice, financial and other records, pertinent corporate documents and properties of the Partnership and its subsidiaries, each to the extent reasonably required for the selling Holder to complete its due diligence and to the extent permitted by applicable federal and state securities laws and regulations, and cause the officers, directors and employees of the Partnership and its subsidiaries to supply all such information in each case reasonably requested by any such Holder, representative, attorney or accountant in connection with the Shelf Registration Statement.
2.3      Cooperation by Holders . No later than seven Business Days prior to the first anticipated filing date of the Shelf Registration Statement or any amendment or supplement thereto, the Partnership shall notify the Sellers’ Representative of the information regarding the Holders that the Partnership determines, after consultation with its counsel, is reasonably required in order for the Shelf Registration Statement or such amendment or supplement to comply with the Securities Act, and the Sellers’ Representative shall request such information from the Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in the Shelf Registration Statement or such amendment or supplement if such Holder has failed to furnish such information at least three Business Days prior to the first anticipated filing date of the Shelf Registration Statement or such amendment or supplement.
2.4      Expenses .
(a)      Certain Definitions .
“ Registration Expenses ” means all expenses incident to the Partnership’s performance under or compliance with this Agreement to effect the Registration, including all registration, filing, securities exchange listing and national securities exchange fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of transfer agents and registrars, all word processing, duplicating and printing expenses of the Shelf Registration Statement and any preliminary prospectus, prospectus supplement or final prospectus, and the fees and disbursements of counsel and independent public accountants for the Partnership.
(b)      Expenses . The Partnership will pay all reasonable Registration Expenses, as determined in good faith, in connection with a shelf Registration, whether or not any sale is made pursuant to such shelf Registration. Except as otherwise provided in Section ‎2.5 , the Partnership shall not be responsible for professional fees (including legal fees) incurred by Holders in connection with the exercise of such Holders’ rights hereunder.

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2.5      Indemnification .
(a)      By the Partnership . In the event of a Registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Partnership will indemnify and hold harmless each Holder thereunder, its directors, officers, managers, members, partners, employees and agents and each Person, if any, who controls such Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, members, partners, employees or agents (collectively, the “ Holder Indemnified Persons ”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “ Losses ”), joint or several, to which such Holder Indemnified Person becomes subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Shelf Registration Statement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided , however , that the Partnership will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Holder Indemnified Person. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder Indemnified Person, and shall survive the transfer of such securities by such Holder.
(b)      By Each Holder . Each Holder agrees severally but not jointly to indemnify and hold harmless the Partnership, its general partner and its general partner’s directors, officers, employees and agents and each Person, who, directly or indirectly, controls the Partnership within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Partnership to the Holders, but only with respect to information regarding such Holder furnished in writing by or on behalf of such Holder expressly for inclusion in the Shelf Registration Statement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto. In no event shall the liability of any Holder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities included in the Shelf Registration Statement giving rise to such indemnification obligation.
(c)      Notice . Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not relieve it from any liability that it may have to any indemnified party under this Section ‎2.5 (or otherwise), except to the extent that the indemnifying party is materially prejudiced by such failure. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section ‎2.5 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided , however , that, (i) if the indemnifying party has failed to assume the defense or employ counsel reasonably satisfactory to the indemnified party or (ii) if the defendants in any such action include both the indemnified party and the indemnifying party and counsel to the indemnified party shall have concluded

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that there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no indemnifying party shall settle any action brought against any indemnified party with respect to which such indemnified party may be entitled to indemnification hereunder without the consent of the indemnified party, unless the settlement thereof imposes no liability or obligation on, includes a complete and unconditional release from liability of, and does not contain any admission of wrongdoing by, the indemnified party.
(d)      Contribution . If for any reason the indemnification provided for in Section ‎2.5(a) and Section ‎2.5(b) is unavailable to an indemnified party or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of all such losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) in such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. The relative fault of such indemnifying party, on the one hand, and indemnified party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission. No Person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person not guilty of such fraudulent misrepresentation. In no event shall the contribution obligation of any Holder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation.
(e)      Other Indemnification . The provisions of this Section ‎2.5 shall be in addition to any other rights to indemnification or contribution that an indemnified party may have pursuant to law, equity, contract or otherwise.

(f)      Survival . The obligations of this Section ‎2.5 shall survive the expiration or termination of this Agreement.
2.6      Rule 144 Reporting . With a view to making available the benefits of certain rules and regulations of the Commission that may permit the resale of the Registrable Securities without registration, so long as a Holder owns any Registrable Securities, the Partnership agrees to use its reasonable best efforts to:
(a)      make and keep public information regarding the Partnership available, as those terms are understood and defined in Rule 144 under the Securities Act (or any similar provision then in effect), at all times from and after the date hereof;
(b)      file with the Commission in a timely manner all reports and other documents required of the Partnership under the Securities Act and the Exchange Act at all times from and after the date hereof;

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(c)      furnish promptly upon reasonably request (i) to the extent accurate, a written statement of the Partnership that it has complied with the reporting requirements of Rule 144 under the Securities Act (or any similar provision then in effect) and (ii) unless otherwise available via the Commission’s EDGAR filing system, a copy of the most recent annual or quarterly report of the Partnership, and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without registration; and
(d)      (i) reasonably cooperate, at the Partnership’s sole cost and expense, with such Holder in removing any restrictive legend from the certificates evidencing the Registrable Securities promptly following the expiration of the six-month holding period in respect of the Registrable Securities applicable to non-affiliates of the Partnership under Rule 144 under the Securities Act, including, if required, to cause the Partnership’s legal counsel to issue a legal opinion in favor of the Partnership’s transfer agent and instructing the transfer agent to issue new certificates evidencing such Registrable Securities free of any restrictive legend, and (ii) no later than the date that the Shelf Registration Statement is no longer effective, cause any restrictive legends to be removed from the certificates evidencing such Registrable Securities.
2.7      Transfer or Assignment of Registration Rights . The rights to cause the Partnership to register Registrable Securities under this Article II may not be transferred or assigned by each Holder to any transferee or assignee of Registrable Securities without receiving prior written consent from the Partnership; provided that the Permitted Transfer may be undertaken without the consent of the Partnership.
2.8      Lock-up Agreement . Except with respect to the Permitted Transfer, which may be undertaken without the consent of the Partnership and shall not constitute a breach of this Section ‎2.8 , each Holder hereby agrees that it shall not, without the prior written consent of the Partnership, with respect to such Holder’s Registrable Securities, for a period of 90 days after the date hereof, (a) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Common Units or any securities convertible into, exercisable for or exchangeable for Common Units (whether such Common Units or any such securities are then owned by the Unitholder or are thereafter acquired), (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise, or (c) publicly disclose the intention to do any of the foregoing.
ARTICLE 3
MISCELLANEOUS
3.1      Notices .  Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered by hand, by facsimile transmission or electronic mail transmission, or by certified or registered mail, postage prepaid and return receipt requested .  Notices shall be deemed to have been given upon delivery, if delivered by hand, three days after mailing, if mailed, and upon receipt of an appropriate electronic confirmation, if delivered by facsimile or electronic mail transmission .  Notices shall be delivered to the parties at the addresses set forth below:


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If to the Partnership:
Hi-Crush Partners LP
Three Riverway, Suite 1350
Houston, Texas 77056
Attention: Robert Rasmus
Attention: Mark Skolos
Facsimile No.: (713) 963-0088
Email: razz@hicrush.com
Email: mskolos@hicrush.com
with a copy to:
Norton Rose Fulbright US LLP
Fulbright Tower
1301 McKinney, Suite 5100
Houston, TX 77010-3095
Attention: Edward Rhyne
Facsimile No.: (713) 651-5246
Email: edward.rhyne@nortonrosefulbright.com
If to Holder(s):
Platte River Equity III, L.P.
200 Fillmore Street, Suite 200
Denver, Colorado 80206
Attn: Peter W. Calamari
E-mail: pcalamari@platteriverequity.com

with a copy to:
Bartlit Beck Herman Palenchar & Scott LLP
1899 Wynkoop Street, Suite 800
Denver, Colorado 80202
Attn: M. Robert Morrill
E-mail: robert.morrill@bartlit-beck.com
Any party may from time to time change its address or designee for notification purposes by giving the other parties prior notice in the manner specified above of the new address or the new designee and the subsequent date upon which the change shall be effective.
3.2      Entire Agreement . This Agreement, together with the Purchase Agreement and any related exhibits and schedules thereto, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. Notwithstanding the foregoing, in the event of any conflict between the terms and provisions of this Agreement and those of the Purchase Agreement, the terms and conditions of this Agreement shall control.
3.3      Successor and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Partnership may assign this Agreement at any time in connection with a sale or acquisition of the Partnership, whether by merger, consolidation, sale of all or substantially all of the Partnership’s assets, or similar transaction, without the consent of the Holders; provided, that the successor or acquiring Person agrees in writing to assume all of the Partnership’s rights and obligations under this Agreement.
3.4      No Third-Party Beneficiaries . This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

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3.5      Headings and Captions . The headings and captions contained in this Agreement are included for purposes of convenience only, and shall not affect the meaning or interpretation of this Agreement or any term or provision contained herein.
3.6      Amendment, Modification and Waiver . Except as otherwise provided herein, the provisions of this Agreement may only be amended, modified, supplemented or waived with the prior written consent of the Partnership and the Sellers’ Representative. No waiver by any party or parties shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
3.7      Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any applicable law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties to this Agreement shall use reasonable efforts to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.
3.8      Remedies . Each Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Partnership acknowledges that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and the Partnership hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.
3.9      Governing Law; Waiver of Jury Trial .
(a)      This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to principles of conflicts of law. Any Proceeding (as defined in the Purchase Agreement) among the parties or arising out of or relating to this Agreement shall be instituted exclusively in the state and federal courts located in Houston, Texas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such Proceeding. The parties irrevocably and unconditionally waive any objection to the laying of venue of any Proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such Proceeding in any such court has been brought in an inconvenient forum. Notwithstanding the foregoing, any action for specific performance or other injunctive relief permitted under this Agreement may be instituted in any court that exercises appropriate jurisdiction over such action and the parties thereto.
(b)      EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS

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WAIVER VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.9.
3.10      Counterparts . This Agreement may be executed in two or more counterparts, each of which will be deemed to be an original and all of which, when taken together, will be deemed to constitute one and the same agreement. Any party to this Agreement may deliver an executed counterpart hereof by facsimile transmission or electronic mail (as a portable document format (PDF) file) to another party hereto or thereto and any such delivery shall have the same force and effect as the delivery of a manually signed counterpart of this Agreement (as applicable). Minor variations in the form of the signature page, including footers from earlier versions of this Agreement shall be disregarded in determining the party’s intent or the effectiveness of such signature.
3.11      Further Assurances . Each of the parties to this Agreement shall, and shall cause their Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and to give effect to the transactions contemplated hereby.
3.12      Negotiated Agreement .  This Agreement was negotiated by the parties with the benefit of legal representation, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to the construction or interpretation hereof.
[ Remainder of Page Left Intentionally Blank ]


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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

PARTNERSHIP:

HI-CRUSH PARTNERS LP
By: Hi-Crush GP LLC, its general partner
By: /s/ Mark Skolos    
Name: Mark Skolos        
Title: General Counsel and Secretary



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HOLDERS :
PLATTE RIVER EQUITY III, L.P.
By: Platte River Investors III, LLC, its General Partner
By:     /s/ Peter W. Calamari                
Name: Peter W. Calamari
Title: Managing Director

PLATTE RIVER EQUITY III-A, L.P.
By: Platte River Investors III, LLC, its General Partner
By:     /s/ Peter W. Calamari                
Name: Peter W. Calamari
Title: Managing Director

PLATTE RIVER EQUITY III-AFFILIATES, L.P.
By: Platte River Investors III, LLC, its General Partner
By:     /s/ Peter W. Calamari                
Name: Peter W. Calamari
Title: Managing Director
PBS PRE III-B HOLDINGS, LLC
By: Platte River Equity III-B, L.P., its Sole Member
By: Platte River Investors III, LLC, its General Partner
By: /s/ Peter W. Calamari    
Name: Peter W. Calamari
Title: Managing Director

PLATTE RIVER EQUITY III-B
By: Platte River Investors III, LLC, its General Partner
By: /s/ Peter W. Calamari                
Name: Peter W. Calamari
Title: Managing Director

/s/ Steven Herron                    
Steven Herron


/s/ Peter Melcher                    
Peter Melcher


/s/ Mark Smiens                    
Mark Smiens

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Exhibit 10.1
Execution Version

FIFTH AMENDMENT

This Fifth Amendment (“ Amendment ”) dated as of March 3, 2017 (the “ Fifth Amendment Effective Date ”) is by and among Hi-Crush Partners LP, a Delaware limited partnership (the “ Borrower ”), the Lenders party hereto, and ZB, N.A. DBA Amegy Bank, as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”).
WHEREAS, the Borrower, the lenders from time to time party thereto (the “ Lenders ”), and ZB, N.A. DBA Amegy Bank, as Administrative Agent, as issuing lender, and as swing line lender, are parties to the Amended and Restated Credit Agreement dated as of April 28, 2014, as amended by Consent, Waiver and First Amendment dated as of October 21, 2014, the Second Amendment dated as of November 5, 2015, the Third Amendment dated as of April 28, 2016, and the Fourth Amendment dated as of August 31, 2016 (as amended, the “ Credit Agreement ”);
WHEREAS, pursuant to that certain Contribution Agreement dated as of February 23, 2017 (the “ Contribution Agreement ”) among the Borrower, Hi-Crush Proppants, and Acquisition Co., Hi-Crush Proppants has agreed to contribute 10,000 shares of common Equity Interests of Augusta (the “ Augusta Equity ”), and all of the Equity Interests in each of Hi-Crush Whitehall LLC, a Delaware limited liability company (“ Whitehall ”), and PDQ Properties LLC, a Wisconsin limited liability company (“ PDQ ”), to Acquisition Co. in exchange for up to $205,000,000 of total consideration consisting of (a) not less than $140,000,000 in cash raised from the sale of common units by the Borrower, and (b) additional cash consideration of up to $65,000,000 after closing pursuant to the terms of the Contribution Agreement (the “ Whitehall Drop Down ”);
WHEREAS, in connection with the Whitehall Drop Down, each of the Letters of Credit identified on Schedule I attached hereto (the “ Whitehall Letters of Credit ”) will be transferred to be maintained under the Credit Agreement;
WHEREAS, pursuant to that certain Membership Interest Purchase Agreement dated as of February 23, 2017, Borrower has agreed to acquire 100% of the membership interests in each of PRE Wildcat Holdings, LLC, Permian Basin Sand Holdings, LLC, and Permian Basin Sand Company, LLC, for up to $275,000,000 of total consideration consisting of (a) not less than $200,000,000 in cash raised from the sale of common units by the Borrower, and (b) common units of the Borrower for the remainder of the purchase price due at the closing of such acquisition (the “ Permian Acquisition ”); and
WHEREAS, the parties hereto have agreed to make certain amendments to the Credit Agreement as provided for herein, subject to the conditions herein.
NOW THEREFORE, in consideration of the premises and the mutual covenants, representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

#5411817.5


AGREEMENT
Section 1. Defined Terms . Unless otherwise defined in this Amendment, each capitalized term used in this Amendment has the meaning given such term in the Credit Agreement, as amended by this Amendment.
Section 2.      Amendments to the Credit Agreement .
(a)      Section 1.1 of the Credit Agreement is hereby amended to include the following new defined terms in their appropriate alphabetical order:
“ Augusta Equity ” means 10,000 shares of common Equity Interests of Augusta contributed to Acquisition Co. under the Whitehall Contribution Agreement.
“ PDQ ” means PDQ Properties LLC, a Wisconsin limited liability company (“ PDQ ”).
“ Permian Acquisition ” means the acquisition by Borrower of 100% of the membership interests in each of PRE Wildcat Holdings, LLC, Permian Basin Sand Holdings, LLC, and Permian Basin Sand Company, LLC, for up to $275,000,000 of total consideration consisting of (a) not less than $200,000,000 in cash raised from the sale of common units by the Borrower, and (b) common units of the Borrower for the remainder of the purchase price due at the closing of the Permian Sale Agreement.
“ Permian Acquisition Documents ” means the Permian Sale Agreement, together with each other agreement, instrument, or document executed in connection with the Permian Acquisition.
“ Permian Sale Agreement ” means that certain Membership Interest Purchase Agreement dated as of February 23, 2017 entered into among the Borrower and PRE Wildcat Holdings, LLC, Permian Basin Sand Holdings, LLC, Permian Basin Sand Company, LLC, the other sellers party thereto and Platte River Equity III, L.P., as the sellers’ representative, with respect to the Permian Acquisition, in form and substance reasonably satisfactory to the Administrative Agent.
“ Whitehall ” means Hi-Crush Whitehall LLC, a Delaware limited liability company.
“ Whitehall Contribution Agreement ” means that certain Contribution Agreement dated as of February 23, 2017, among the Borrower, Hi-Crush Proppants, and Acquisition Co.
“ Whitehall Drop Down ” means the contribution by Hi-Crush Proppants of 10,000 shares of common Equity Interests of Augusta, and all of the Equity Interests in each of Whitehall and PDQ to Acquisition Co. pursuant to the Whitehall Contribution Agreement in exchange for up to $205,000,000 of total consideration

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consisting of (a) not less than $140,000,000 in cash raised from the sale of common units by the Borrower, and (b) additional cash consideration of up to $65,000,000 after closing pursuant to the terms of the Whitehall Contribution Agreement.
“ Whitehall Drop Down Date ” means the date that the Whitehall Drop Down is consummated in accordance with the Whitehall Drop Down Documents.
“ Whitehall Drop Down Documents ” means the Contribution Agreement, together with each other agreement, instrument, or document executed in connection with the Whitehall Drop Down.
“ Whitehall Letters of Credit ” means each of the Letters of Credit identified on Schedule 1.1(b) .
(b)      The definition of “ Drop Down Acquisition ” in Section 1.1 of the Credit Agreement is hereby amended by replacing “ the Augusta Drop Down and the Blair Drop Down ” with “ the Augusta Drop Down, the Blair Drop Down, and the Whitehall Drop Down ”.
(c)      The definition of “ EBITDA ” in Section 1.1 of the Credit Agreement is hereby amended by replacing clause (b)(vi) of such definition as follows:
(vi) customary non-capitalized expenses incurred in connection with (w) any Equity Issuance on or prior to the Effective Date, (x) any Drop Down Acquisition, (y) the Permian Acquisition, and (z) the transactions contemplated by this Agreement, the Augusta Drop Down Documents and the Term B Credit Documents to occur on the Effective Date, plus
(d)      Section 2.2 of the Credit Agreement is hereby amended by the following:
(i)    adding the following sentence at the end of clause (a) :
Each Whitehall Letter of Credit, as of the Whitehall Drop Down 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.
(ii)     replacing “ (other than the Existing Letters of Credit which are deemed issued hereunder) ” with “ (other than the Existing Letters of Credit and the Whitehall Letters of Credit which are deemed issued hereunder) ” in clause (b) ; and
(iii)    replacing “ (including in the case of each Existing Letter of Credit, the deemed issuance with respect thereto on the Effective Date) ” with “ (including in the case of each Existing Letter of Credit, the deemed issuance with respect thereto on the Effective Date, and in the case of each Whitehall Letter of Credit, the deemed issuance with respect thereto on the Whitehall Drop Down Date) ” in clause (d) .

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(e)      Section 4.2 of the Credit Agreement is hereby amended by replacing “ including the Augusta Drop Down and the Blair Drop Down ” with “ including the Augusta Drop Down, the Blair Drop Down, the Whitehall Drop Down, and the Permian Acquisition ”.
(f)      Section 5.2 of the Credit Agreement is hereby amended by (i) deleting “ and ” at the end of clause (s), (ii) replacing “ . ” at the end of clause (t) with “ ; and ”, and (iii) inserting a new clauses (u) and (v) as follows:
(u)     Permian Acquisition . On the date of the consummation of the Permian Acquisition, the Borrower shall provide to the Administrative Agent:
(i)    copies of the Permian Acquisition Documents, certified by an authorized officer of the Borrower (A) as being true and correct copies of such documents, (B) as being in full force and effect and (C) that no material term or condition thereof shall have been amended, modified or waived after the execution thereof in a manner that is materially adverse to the interests of the Administrative Agent or the Lenders without the prior written consent of the Administrative Agent; and
(ii)    true and correct copies of (A) the unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2016, prepared giving pro forma effect to the Permian Acquisition, as if such transactions had occurred on such date, and (B) the projections prepared by management of balance sheets, income statements and cashflow statements of the Borrower and its Subsidiaries, after giving effect to the Permian Acquisition, covering the first two full years after the date of the consummation of the Permian Acquisition.
(u)     Whitehall Drop Down .
(i) No later than 2 Business Days prior to the Whitehall Drop Down Date, the Borrower shall provide to the Administrative Agent: (A) copies of the Whitehall Drop Down Documents, certified by an authorized officer of the Borrower (1) as being true and correct copies of such documents, (2) as being in full force and effect and (3) that no material term or condition thereof shall have been amended, modified or waived after the execution thereof in a manner that is materially adverse to the interests of the Administrative Agent or the Lenders without the prior written consent of the Administrative Agent; and (B) true and correct copies of (1) the unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2016, prepared giving pro forma effect to the Whitehall Drop Down, as if such transactions had occurred on such date, and (2) the projections prepared by management of balance sheets, income statements and cashflow statements of the Borrower and its Subsidiaries, after giving effect to the Whitehall Drop Down, covering the first two full years after the Whitehall Drop Down Date.

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(ii) On the Whitehall Drop Down Date, the Borrower shall provide to the Administrative Agent evidence, in form and substance satisfactory to the Administrative Agent, that (A) the Hi-Crush Proppants Credit Agreement has been amended to permit the Whitehall Drop Down and the transactions contemplated thereby and (B) all obligations, liabilities and Liens of Whitehall and PDQ and all Liens on the Augusta Equity relating to the Hi-Crush Proppants Credit Agreement and the other Credit Documents (as defined in the Hi-Crush Proppants Credit Agreement) have been released and terminated.
(g)      Section 5.6 of the Credit Agreement is hereby amended by adding the following sentence at the end of such Section:
Notwithstanding the foregoing, within thirty (30) days following the Whitehall Drop Down Date (or a later date acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent each of the items set forth in Schedule III with respect to Whitehall and PDQ.
(h)      Section 5.7 of the Credit Agreement is hereby amended by replacing the last sentence of such Section as follows:
Within 60 days (or such longer period of time as the Administrative Agent shall agree) of any Credit Party acquiring any fee owned real property, such Credit Party shall deliver to the Administrative Agent (unless the Administrative Agent, in its sole discretion, grants a waiver of such requirement with respect to such property) (a) a fully executed Mortgage covering such property, together with (i) a flood determination certificate issued by the appropriate Governmental Authority or third party indicating whether such property is designated as a “flood hazard area” and (ii) if such property is designated to be in a “flood hazard area”, evidence of flood insurance on such property obtained by the applicable Credit Party in such total amount as required by Regulation H of the Federal Reserve Board, and all official rulings and interpretations thereunder or thereof, and otherwise in compliance with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, in each case, delivered at least five (5) Business Days prior to granting a Lien to the Administrative Agent on such real property, (b) a copy of an existing owner’s policy of title insurance reflecting no Liens on such real property other than Permitted Liens, (c) all environmental reports (including all available Phase I Environmental Site Assessment reports and Phase II Environmental Site Assessment reports) and such other reports, audits or certifications, in each case, as the Administrative Agent may reasonably request in connection with such real property, and (d) if requested by the Administrative Agent, a legal opinion of local counsel to the Credit Parties in the jurisdiction where such real property is located in form and substance reasonably satisfactory to the Administrative Agent; provided that, the Borrower shall deliver, or cause to be delivered, to each Lender (unless otherwise

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waived by such Lender) each of the items in clauses (a) through (d) at least (x) 15 days, for any real property located in a special flood hazard area, or (y) five Business Days, for any real property that is not located in a special flood hazard area, prior to the effective date of such Mortgage. Notwithstanding the generality of this Section, if there is any Collateral at such time that constitutes fee owned real property, then at least 15 days prior to any increase in any Commitment or any extension of the Revolving Maturity Date, the Borrower shall deliver, or cause to be delivered, to each Lender (unless otherwise waived by such Lender) each of the items to the extent required by the forgoing sentence; provided that this 15-day requirement is shortened to five Business Days for any of the real property in question that is not located in a special flood hazard area.
(i)      Section 6.1(g) of the Credit Agreement is hereby amended by replacing “ $1,500,000 ” with “ $2,500,000 ”.
(j)      Section 6.4 of the Credit Agreement is hereby amended by replacing clause (e) of such Section as follows:
(e) either (i) (A) the Leverage Ratio, calculated on a pro forma basis after giving effect to such Acquisition as of the beginning of the period of four fiscal quarters most recently ended, is less than 3.0 to 1.0 and (B) after giving effect to such Acquisition, Liquidity would be greater than or equal to $15,000,000, (ii) (A) the total consideration (including the adjustment of purchase price or similar adjustments) for such Acquisition and all other Acquisitions permitted under this clause (e)(ii) during any fiscal year expended by the Borrower or any of its Subsidiaries in such fiscal year shall not exceed an aggregate amount equal to $20,000,000 and (B) the Borrower and its Subsidiaries shall be in pro forma compliance with the financial covenants in Section 6.16 and 6.17 after giving effect to such Acquisition as of the beginning of the period of four fiscal quarters most recently ended and the Q2 2017 Compliance Date shall have occurred, (iii) such Acquisition is the Blair Drop Down, (iv) such Acquisition is the Whitehall Drop Down; provided that, prior to or concurrently with the consummation of the Whitheall Drop Down, the Borrower shall have received cash proceeds from an Equity Issuance by the Borrower of common units on terms satisfactory to the Administrative Agent in aggregate amount not less than $200,000,000 (determined prior to giving effect to the payment of all related underwriter fees and expenses, SEC and blue sky fees, printing costs, fees and expenses of accountants, lawyers and other professional advisors, and brokerage commissions), or (v) the Permian Acquisition; provided that, no Default or Event of Default has occurred and is continuing or would be caused thereby.
(k)      Clause (c) on Schedule V to the Credit Agreement is hereby amended by replacing such clause as follows:
(c)     Mortgages . If such Subsidiary owns any real property and if and as requested by the Administrative Agent, a fully executed Mortgage covering such real

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properties, together with (i) a copy of an existing owner’s policy of title insurance reflecting no Liens on such real property other than Permitted Liens, (ii) if such property is designated to be in a “flood hazard area” (as evidenced by a flood determination certificate issued by the appropriate Governmental Authority or third party obtained by the Administrative Agent, which such certificate shall be delivered at least five (5) Business Days prior to granting a Lien to the Administrative Agent on such real property), evidence of flood insurance on such property obtained by the applicable Credit Party in such total amount as required by Regulation H of the Federal Reserve Board, and all official rulings and interpretations thereunder or thereof, and otherwise in compliance with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, and (iii) such evidence of corporate authority to enter into such Guaranty, Security Agreement, and Mortgage as the Administrative Agent may reasonably request; provided that, the Borrower shall deliver, or cause to be delivered, to each Lender (unless otherwise waived by such Lender) each of the items in clauses (i) through (iii) at least (x) 15 days, for any real property located in a special flood hazard area, or (y) five Business Days, for any real property that is not located in a special flood hazard area, prior to the effective date of such Mortgage;
(l)      The Credit Agreement is hereby amended by adding new Schedule 1.1(b) (Whitehall Letters of Credit) to the Credit Agreement with Schedule 1.1(b) attached hereto.
Section 3.      Conditions to Effectiveness . This Amendment shall become effective on the Fifth Amendment Effective Date upon the satisfaction of the following conditions precedent:
(a)      Documentation . The Administrative Agent shall have received, each in form and substance satisfactory to the Administrative Agent, this Amendment duly executed by the Borrower, the Administrative Agent and the Majority Lenders, and the Acknowledgement and Reaffirmation attached hereto duly executed by each of the Guarantors.
(b)      Consents; Authorization . 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 this Amendment.
(c)      Payment of Fees . On or prior to the Fifth Amendment Effective Date, the Borrower shall have paid all reasonable and documented out-of-pocket costs and expenses which have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement.
Section 4.      Representations and Warranties . The Borrower hereby represents and warrants that after giving effect hereto:
(a)      the representations and warranties of the Credit Parties contained in the Credit Documents are true and correct in all material respects on and as of the date hereof, other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain true and correct in all material respects as of such earlier date; and

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(b)      no Default or Event of Default has occurred and is continuing.
Section 5.      Effect of Amendment .
(a)      The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender, the Issuing Lender, the Swing Line Lender or the Administrative Agent under any of the Credit Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Credit Documents.
(b)      Upon and after the execution of this Amendment by each of the parties hereto, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Credit Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.
(c)      This Amendment is a Credit Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof.
(d)      Except as specifically modified above, the Credit Agreement and the other Credit Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
Section 6.      RELEASE : For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower hereby, for itself and its successors and assigns, fully and without reserve, releases, acquits, and forever discharges each Secured Party, its respective successors and assigns, officers, directors, employees, representatives, trustees, attorneys, agents and affiliates (collectively the " Released Parties " and individually a " Released Party ") from any and all actions, claims, demands, causes of action, judgments, executions, suits, debts, liabilities, costs, damages, expenses or other obligations of any kind and nature whatsoever, direct and/or indirect, at law or in equity, whether now existing or hereafter asserted, whether absolute or contingent, whether due or to become due, whether disputed or undisputed, whether known or unknown (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY) (collectively, the " Released Claims "), for or because of any matters or things occurring, existing or actions done, omitted to be done, or suffered to be done by any of the Released Parties, in each case, on or prior to the Fifth Amendment Effective Date and are in any way directly or indirectly arising out of or in any way connected to any of this Amendment, the Credit Agreement, any other Credit Document, or any of the transactions contemplated hereby or thereby (collectively, the " Released Matters "). The Borrower, by execution hereof, hereby acknowledges and agrees that the agreements in this Section 6 are intended to cover and be in full satisfaction for all or any alleged injuries or damages arising in connection with the Released Matters herein compromised and settled. The Borrower hereby further agrees that it will not sue any Released Party on the basis of any Released Claim released, remised

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and discharged by the Credit Parties pursuant to this Section 6 . In entering into this Amendment, the Borrower has consulted with, and has been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth herein do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The provisions of this Section 6 shall survive the termination of this Amendment, the Credit Agreement and the other Credit Documents and payment in full of the Obligations.
Section 7.      Governing Law . THIS AMENDMENT SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
Section 8.      Counterparts . This Amendment 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. Transmission by facsimile or other electronic means of an executed counterpart of this Amendment shall be deemed to constitute due and sufficient delivery of such counterpart.
THIS AMENDMENT AND THE OTHER CREDIT DOCUMENTS, AS DEFINED IN THE CREDIT 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 AMENDMENT AND THE OTHER CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES.
[Remainder of Page Intentionally Left Blank]


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the date first above written.
BORROWER :
HI-CRUSH PARTNERS LP

By: Hi-Crush GP LLC, its general partner


By: /s/ Laura Fulton
Name: Laura C. Fulton
Title: Chief Financial Officer


Signature Page to Fifth Amendment to Amended and Restated Credit Agreement
Hi-Crush Partners LP


ADMINISTRATIVE AGENT/LENDERS :
ZB, N.A. DBA AMEGY BANK , in its capacity as Administrative Agent, Issuing Lender, Swing Line Lender, and a Lender
By: /s/ Authorized Person
Name: Authorized Person
Title: Authorized Officer



Signature Page to Fifth Amendment to Amended and Restated Credit Agreement
Hi-Crush Partners LP


BARCLAYS BANK PLC,
as a Lender


By: /s/ Authorized Person
Name: Authorized Person
Title: Authorized Officer



Signature Page to Fifth Amendment to Amended and Restated Credit Agreement
Hi-Crush Partners LP


MORGAN STANLEY BANK, N.A.,
as a Lender


By: /s/ Authorized Person
Name: Authorized Person
Title: Authorized Officer



Signature Page to Fifth Amendment to Amended and Restated Credit Agreement
Hi-Crush Partners LP


IBERIABANK,
as a Lender


By: /s/ Authorized Person
Name: Authorized Person
Title: Authorized Officer



Signature Page to Fifth Amendment to Amended and Restated Credit Agreement
Hi-Crush Partners LP


REGIONS BANK,
as a Lender


By: /s/ Authorized Person
Name: Authorized Person
Title: Authorized Officer



Signature Page to Fifth Amendment to Amended and Restated Credit Agreement
Hi-Crush Partners LP


UBS AG, STAMFORD BRANCH,
as a Lender


By: /s/ Authorized Person
Name: Authorized Person
Title: Authorized Officer


Signature Page to Fifth Amendment to Amended and Restated Credit Agreement
Hi-Crush Partners LP


ORIGIN BANK (f/k/a Community Trust Bank), as a
Lender


By: /s/ Authorized Person
Name: Authorized Person
Title: Authorized Officer






Signature Page to Fifth Amendment to Amended and Restated Credit Agreement
Hi-Crush Partners LP


ACKNOWLEDGMENT AND REAFFIRMATION


Each of the undersigned (each a “ Guarantor ” and collectively the “ Guarantors ”) hereby (a) acknowledges receipt of a copy of the foregoing Fifth Amendment dated as of March 3, 2017 (the “ Amendment ”) among Hi-Crush Partners, a Delaware limited partnership (the “ Borrower ”), the lenders party thereto, and ZB, N.A. DBA Amegy Bank, as administrative agent (in such capacity, the “ Administrative Agent ”) and (b) ratifies, confirms, and acknowledges that its obligations under the Amended and Restated Guaranty Agreement dated as of April 28, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “ Guaranty ”; capitalized terms used herein and not specifically defined herein have the meaning provided in the Guaranty) are in full force and effect and that each Guarantor continues to unconditionally and irrevocably, jointly and severally, guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, of all of the Guaranteed Obligations, as such Guaranteed Obligations may have been amended by the Amendment. Each Guarantor hereby acknowledges that its execution and delivery of this Acknowledgment and Reaffirmation do not indicate or establish an approval or consent requirement by the Guarantors in connection with the execution and delivery of amendments to the Credit Agreement or any of the other Credit Documents (as defined in the Credit Agreement referred to in the Guaranty).

RELEASE : For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby, for itself and its successors and assigns, fully and without reserve, releases, acquits, and forever discharges each Secured Party, its respective successors and assigns, officers, directors, employees, representatives, trustees, attorneys, agents and affiliates (collectively the " Released Parties " and individually a " Released Party ") from any and all actions, claims, demands, causes of action, judgments, executions, suits, debts, liabilities, costs, damages, expenses or other obligations of any kind and nature whatsoever, direct and/or indirect, at law or in equity, whether now existing or hereafter asserted, whether absolute or contingent, whether due or to become due, whether disputed or undisputed, whether known or unknown (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY) (collectively, the " Released Claims "), for or because of any matters or things occurring, existing or actions done, omitted to be done, or suffered to be done by any of the Released Parties, in each case, on or prior to the Fifth Amendment Effective Date (as defined in the Fifth Amendment) and are in any way directly or indirectly arising out of or in any way connected to any of the Fifth Amendment, the Credit Agreement, any other Credit Document (including this Acknowledgment and Reaffirmation), or any of the transactions contemplated hereby or thereby (collectively, the " Released Matters "). Each Guarantor, by execution hereof, hereby acknowledges and agrees that the agreements in this paragraph are intended to cover and be in full satisfaction for all or any alleged injuries or damages arising in connection with the Released Matters herein compromised and settled. The Borrower hereby further agrees that it will not sue any Released Party on the basis of any Released Claim released, remised and discharged by the Credit Parties pursuant to this paragraph. In entering into the agreements set forth in this Acknowledgment and Reaffirmation, the Borrower has consulted with, and

Signature Page to Acknowledgment and Reaffirmation


has been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth herein do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The provisions of this paragraph shall survive the termination of this Acknowledgment and Reaffirmation, the Fifth Amendment, the Credit Agreement and the other Credit Documents and payment in full of the Obligations .

This Acknowledgment and Reaffirmation shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas without regard to conflicts of laws principles.

THIS ACKNOWLEDGMENT AND REAFFIRMATION AND THE OTHER CREDIT DOCUMENTS, AS DEFINED IN THE CREDIT 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 AMENDMENT AND THE OTHER CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES.




Signature Page to Acknowledgment and Reaffirmation


IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgment and Reaffirmation to be duly executed and delivered by their respective duly authorized officers as of the date first above written.

HI-CRUSH WYEVILLE LLC
HI-CRUSH CHAMBERS LLC
HI-CRUSH OPERATING LLC
HI-CRUSH RAILROAD LLC
D & I SILICA, LLC.
HI-CRUSH FINANCE CORP.
HI-CRUSH AUGUSTA ACQUISITION CO. LLC
HI-CRUSH AUGUSTA LLC
HI-CRUSH CANADA INC.
HI-CRUSH BLAIR LLC
HI-CRUSH INVESTMENTS INC.
HI-CRUSH LMS LLC
HI-CRUSH PODS LLC


Each By: /s/ Laura Fulton
Name: Laura C. Fulton
Title: Chief Financial Officer




Signature Page to Acknowledgment and Reaffirmation