AMENDED AND RESTATED FIRST AMENDMENT TO SUPPLY AGREEMENT

The following definitions in Section 1.1 of the Supply Agreement are hereby amended and restated in their entirety to read as follows:

The following definitions are hereby inserted at the end of Section 1.1 of the Supply Agreement:

Section 2.1(a) of the Supply Agreement is hereby amended and restated in its entirety to read as follows:

(i) Upon *** written notice from Weatherford to Supplier, Weatherford may from time to time during the Fourth Term, at its option, elect to increase the number of tons of *** and *** that Supplier is obligated to sell and Weatherford is obligated to purchase each year by up to *** tons for each such grade of sand and, in connection with such increase, the number of tons of *** that Supplier is obligated to sell and Weatherford is obligated to purchase each year shall be reduced by the increased number of tons of *** and *** that Weatherford elects to purchase pursuant to this Section 2.1(c)(i) (collectively, the “Flex Option”).

“*** tons” and “*** tons” shall each be increased by the number of additional tons of ***, if any, that Weatherford has elected to purchase pursuant to the Flex Option;

“*** tons” and “*** tons” shall each be increased by the number of additional tons of ***, if any, that Weatherford has elected to purchase pursuant to the Flex Option; and

“*** tons” shall be decreased by the aggregate number of tons of *** and *** that Weatherford has elected to purchase pursuant to the Flex Option.

If Weatherford’s aggregate projected demand for Product in the Utica and Marcellus shale deposits/Appalachian basin is reasonably expected to be less than *** tons for the twelve-month period commencing *** and Weatherford provides supporting documentation demonstrating same, then commencing ***, Weatherford may at its option elect to reduce the number of tons that Supplier is obligated to sell and Weatherford is obligated to buy to *** tons of Product each year (the “Reduction Election”). To exercise its Reduction Election, Weatherford must provide Supplier with written notice prior to *** of its exercise of the Reduction Election pursuant to this Section 2.1(d) together with supporting documentation demonstrating that Weatherford’s aggregate projected demand for Product in the Utica and Marcellus shale deposits/Appalachian basin is reasonably expected to be less than *** tons for the twelve-month period commencing *** (the “Reduction Election Exercise Notice”) and such Reduction Election shall be irrevocable upon receipt by Supplier of the Reduction Election Exercise Notice. If Weatherford exercises the Reduction Election, then the annual and monthly volume requirements (including by grade of Product), the Monthly Maximum Supply Availability, the Monthly Minimum Supply Requirement and the Minimum Purchase Requirement shall be reduced on a pro rata basis from the volume requirements in effect immediately prior to the exercise of the Reduction Election.

If there is a material change in Weatherford’s demand profile due to shifting market dynamics, the Parties shall meet to discuss how the volume allocation between grades of Product may be reallocated. Nothing in this section shall be construed to compel either Party to renegotiate, modify or amend this Agreement.”

Section 2.2(a) of the Supply Agreement is hereby amended and restated in its entirety to read as follows:

(i)    From the Effective Date until *** (I) for the first 495,000 tons of Product purchased by Weatherford, the price will be $***/ton, and (II) for the second 495,000 tons of Product purchased by Weatherford, the price will be ***. Any Product purchased in excess of 990,000 tons during such period will be priced at ***. All prices specified in this Agreement and all amounts owing from one Party to the other will be in U.S. Dollars.

Section 2.2 of the Supply Agreement is hereby further amended by adding the following text immediately after the end of Section 2.2(b):

(i)    Notwithstanding anything to the contrary contained herein, from October 1, 2013 until June 30, 2019, Weatherford may purchase Product, and Supplier may sell Product, at the locations identified in the table set forth in Section 2.2(c)(iii). The parties acknowledge that (I) the points of delivery set forth in the table in Section 2.2(c)(iii) are limited to Supplier’s transload facilities at such locations and (II) Supplier may terminate operations at any of the transload facilities identified in the table set forth in Section 2.2(c)(iii) without providing prior notice to Weatherford.

The prices set forth in Section 2.2(c)(iii) shall be adjusted as follows:

Commencing *** and on each anniversary date (i.e. October 1) thereafter, the base pricing for each ton of Product shall be increased by *** per ton.

The parties acknowledge that the prices set forth in Section 2.2(c)(iii) include rail freight from mine to the respective destinations and fuel surcharges and that such freight charges and fuel surcharges are outside of Supplier’s control. Increases or decreases in rail freight and/or fuel surcharges after the date of this Amendment will be passed through to Weatherford at 100% of the increase or decrease. At the request of Weatherford, Supplier will provide proof of the rail freight or fuel surcharge.

Weatherford will have the right with reasonable notice to audit the relevant records to verify surcharge costs; provided, however, that Weatherford will be required to sign a commercially reasonably confidentiality agreement and Supplier is not obligated to provide information to Weatherford that is otherwise subject to a confidentiality restriction with another Person.

Weatherford Minimum Purchase Requirement. Weatherford shall be required to take and, in accordance with Section 3.1, pay for an aggregate of (i) *** tons of Product per Contract Year during the First Term (the “First Term Minimum Purchase Requirement”), (ii) *** tons of Product during the Second Term (the “Second Term Minimum Purchase Requirement”), (iii) *** tons of Product during the Third Term (the “Third Term Minimum Purchase Requirement”), and (iv) *** tons of Product per Contract Year during the Fourth Term (the “Fourth Term Minimum Purchase Requirement” and together with the First Term Minimum Purchase Requirement, the Second Term Minimum Purchase Requirement and the Third Term Minimum Purchase Requirement, the “Minimum Purchase Requirement”); provided, however, that if, due solely to the unavailability of rail cars in the market, Weatherford is unable to take delivery of Products as contemplated hereunder for a period of time during a Contract Year, Weatherford shall not be deemed to be in breach of this Agreement as a result of such failure so long as Weatherford is using commercially reasonable efforts to obtain rail cars and minimize the period of time during which Weatherford is unable to take delivery of Products; provided, further, however, that nothing in this sentence shall be construed to relieve Weatherford of its obligations to make payments under this Agreement other than any Makewhole Payments that accrue as a result of Weatherford being unable to take delivery of Products due solely to the unavailability of rail cars in the market so long as Weatherford is using commercially reasonable efforts to obtain rail cars and minimize the period of time during which Weatherford is unable to take delivery of Products. The Minimum Purchase Requirement shall be ordered by Weatherford in installments of not less than *** tons of Product per calendar month during the First Term, *** tons of Product per calendar month during the Second Term, *** tons of Product per calendar month during the Third Term and *** tons of Product per calendar month during the Fourth Term (as applicable, the “Monthly Minimum Requirement”), and not more than the Monthly Maximum Supply Availability, beginning in July of 2011 and continuing thereafter for each calendar month during the Term. In the event that Weatherford fails to purchase one twelfth (1/12) of the Minimum Purchase Requirement of Product from Supplier during any particular calendar month in which Supplier was ready, willing and able to deliver 30,000 tons of Product during the First Term, 53,167 tons of Product during the Second Term, 80,667 tons of Product during the Third Term or 110,000 tons of Product during the Fourth Term, as applicable, then the “Purchase Shortfall” shall be the amount by which one twelfth (1/12) of the Minimum Purchase Requirement exceeds the amount of Product actually purchased by Weatherford during such calendar month. On written notice of such Purchase Shortfall to Weatherford by Supplier, Weatherford shall have *** months after the month of the Purchase Shortfall to purchase tonnage of Product in excess of the Monthly Minimum Requirement (but subject to the Monthly Maximum Supply Availability) to make up for the Purchase Shortfall. If Weatherford fails to purchase the full amount of the Purchase Shortfall in such *** month period, Weatherford shall be obligated to pay to Supplier an amount equal to the amount of the Purchase Shortfall not purchased by Weatherford in such *** month period (expressed in tons) multiplied by (A) $*** (for any Supply Shortfall occurring prior to *** and (B) $*** (for any Supply Shortfall occurring on or after ***) (the “Makewhole Payment”); provided, however, that Weatherford shall have no obligation to make the Makewhole Payment with respect to the first *** tons of *** that Weatherford is obligated to purchase each Contract Year. The Makewhole Payment shall be paid within *** days of written demand by Supplier, by wire transfer of immediately available funds to the account designated in writing by Supplier. The aggregate Purchase Shortfall amount for a Contract Year shall not exceed the Minimum Purchase Requirement for such Contract Year less the amount of Product ordered and delivered to Weatherford. Weatherford reserves the right to resell goods purchased from Supplier if deemed necessary by Weatherford in order to satisfy the Minimum Purchase Requirement. Supplier shall not be obligated to deliver more than the Monthly Maximum Supply Availability on any given calendar month.