SECOND AMENDMENT

This Second Amendment (“Amendment”) dated as of November 5, 2015 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”).

WHEREAS, the Borrower, the lenders from time to time party thereto (the “Lenders”), and Amegy Bank National Association, 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 (as amended, the “Credit Agreement”);

WHEREAS, the parties hereto have agreed to make certain amendments to the Credit Agreement as provided for herein, subject to the conditions herein; and

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:

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 1.    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:

“Asset Coverage Ratio Certificate” means a certificate executed by a Responsible Officer of the Borrower as required by this Agreement in substantially the same form as Exhibit I.

(a)    Inventory with respect to which a claim exists disputing applicable Credit Party’s title to or right to possession;

(b)    obsolete or slow moving Inventory;

(c)    returned, rejected, spoiled or damaged Inventory;

(d)    Inventory that the Administrative Agent has reasonably been determined to be unmarketable;

(e)    Inventory that has been shipped or delivered to a customer on consignment, on a sale or return basis, or on the basis of any similar understanding;

(f)    Inventory which is in transit;

(g)    Inventory held for lease;

(h)    Inventory which is located on premises owned or operated by the customer that is to purchase such Inventory or which is located on premises leased by a Credit Party that is not subject to a landlord lien waiver or subordination reasonably acceptable to the Administrative Agent;

(i)    Inventory that is not in good condition or does not comply with any Legal Requirement or the standards imposed by any Governmental Authority with respect to its manufacture, use, or sale;

(j)    Inventory that is bill and hold goods or deferred shipment;

(k)    Inventory evidenced by any negotiable or non-negotiable document of title;

(l)    Inventory produced in violation of the Fair Labor Standards Act or that is subject to the “hot goods” provisions contained in Title 29 U.S.C. §215;

(m)    Inventory that is subject to any agreement which would, in any material respect, restrict Administrative Agent’s ability to sell or otherwise dispose of such Inventory;

(n)    Inventory that is located in a jurisdiction outside the United States or in any territory or possession of the United States that has not adopted Article 9 of the Uniform Commercial Code;

(o)    Inventory that is subject to any third party’s rights (including Permitted Liens) which would be superior to the lien and rights of Administrative Agent created under the Credit Documents; and

(p)    Inventory that is subject to any Lien described on Schedule 6.2.

(a)    such Credit Party has good and marketable title to such Receivable,

(b)    such Receivable has been billed substantially in accordance with billing practices of such Credit Party in effect on the Effective Date and such Receivable is not unpaid for more than 90 days from the date of the invoice;

(c)    such Receivable was created in the ordinary course of business of any Credit Party from the performance by such Credit Party of services which have been fully and satisfactorily performed (and not a progress billing or contingent upon any further performance), or from the absolute sale on open account (and not on consignment, on approval or on a “sale or return” basis) by such Credit Party of goods (i) in which such Credit Party had sole and complete ownership and (ii) which have been shipped or delivered to the Account Debtor, evidencing which such Credit Party has possession of shipping or delivery receipts;

(d)    such Receivable represents a legal, valid and binding payment obligation of the Account Debtor thereof enforceable in accordance with its terms and arises from an enforceable contract;

(e)    such Receivable is owed by an Account Debtor that the Credit Parties deem to be creditworthy and is not owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, custodian, trustee, or liquidator of its assets, (ii) has had possession of all or a material part of its property taken by any receiver, custodian, trustee or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state, federal or foreign bankruptcy laws, (iv) has admitted in writing its inability to, or is generally unable to, pay its debts as they become due, (v) become insolvent, or (vi) ceased operation of its business;

(f)    the Account Debtor on such Receivable is not a Credit Party, an Affiliate of a Credit Party, nor a director, officer or employee of a Credit Party or of an Affiliate of Credit Party;

(g)    such Receivable is evidenced by an invoice and not by any chattel paper, promissory note or other instrument;

(h)    such Receivable is not due from an Account Debtor that has at any time more than 20% of its aggregate Receivables owed to any Credit Party more than 90 days past the invoice date;

(i)    such Receivable, together with all other Receivables due from the same Account Debtor (other than any Investment Grade Account Debtor), does not comprise more than 20% of the aggregate Eligible Receivables (provided, however, that the amount of any such Receivable excluded pursuant to this clause (i) shall only be the amount in excess of 20%);

(j)    if due from any Investment Grade Account Debtor, such Receivable, together with all other Receivables due from such Investment Grade Account Debtor, does not comprise more than 50% of the aggregate Eligible Receivables; provided however, that (i) the amount of any such Receivable excluded pursuant to this clause (j) shall only be the amount in excess of 50%, as applicable, and (ii) if, at any time on or after the Effective Date, any Investment Grade Account Debtor’s long term or corporate credit rating is downgraded by either S&P or Moody’s to a level lower than BBB-/Baa3, respectively, or either of such rating agencies ceases to provide a long term or corporate credit rating for such Investment Grade Account Debtor, then the preceding limit shall be reduced to 20% as to such Investment Grade Account Debtor;

(k)    such Receivable is not subject to any set-off, counterclaim, defense, allowance or adjustment and there has been no dispute, objection or complaint by

(l)    such Receivable is owed in Dollars and is due from an Account Debtor that is organized under the laws of the U.S. or any state of the U.S.;

(m)    such Receivable is not due from the United States government, or any department, agency, public corporation, or instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et seq.), and any other steps necessary to perfect the Lien of the Administrative Agent in such Receivable has been complied with to the Administrative Agent’s satisfaction;

(n)    such Receivable is not owed by an Account Debtor located in any jurisdiction which requires filing of a “Notice of Business Activities Report” or other similar report or requires any Credit Party to qualify to do business in order to permit such Credit Party to seek judicial enforcement in such jurisdiction of payment of such Receivable, unless such Credit Party has filed such report or qualified to do business in such jurisdiction;

(o)    such Receivable is not the result of (i) a credit balance relating to a Receivable more than 90 days past the invoice date, (ii) work-in-progress, (iii) finance or service charges, or (iv) payments of interest;

(p)    such Receivable has not been written off the books of any Credit Party or otherwise designated as uncollectible by any Credit Party;

(q)    such Receivable is not subject to any reduction thereof, other than discounts and adjustments given in the ordinary course of business and deducted from such Receivable;

(r)    such Receivable is not a newly created Receivable resulting from the unpaid portion of a partially paid Receivable;

(s)    such Receivable is not subject to any third party’s rights (including Permitted Liens) which would be superior to the lien and rights of Administrative Agent created under the Credit Documents; and

(t)    such Receivable is not otherwise deemed ineligible by the Administrative Agent in its commercially reasonable credit judgment exercised in good faith in accordance with customary business practice, including such Receivable from any Account Debtor that does not have a satisfactory credit standing (as determined in the sole discretion of the Administrative Agent).

(d)    The definition of “Liquidity” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

(e)    Section 2.15(a) of the Credit Agreement is hereby amended by replacing the first sentence of such clause as follows:

(f)    Section 3.2 of the Credit Agreement is hereby amended by adding new clause (c) as follows:

(g)    Section 6.1(o)(ii) of the Credit Agreement is hereby amended by inserting “and the Q2 2017 Compliance Date shall have occurred” immediately after “Section 6.16 and 6.17”.

(h)    Section 6.3(k) of the Credit Agreement is hereby amended by inserting “and the Q2 2017 Compliance Date shall have occurred” immediately after “Section 6.16 and 6.17 after giving effect to such Investment”.

(i)    Section 6.4(e)(ii) of the Credit Agreement is hereby amended by inserting “and the Q2 2017 Compliance Date shall have occurred” immediately after “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”.

(j)    Section 6.9 of the Credit Agreement is hereby amended by replacing such Section in its entirety as follows:

(o)    The Credit Agreement is hereby amended by inserting new Section 6.23 as follows:

(p)    The Credit Agreement is hereby amended by replacing Schedule I (Pricing Schedule) in its entirety with Schedule I attached hereto.

(q)    The Credit Agreement is hereby amended by replacing Schedule II (Commitments, Contact Information) in its entirety with Schedule II attached hereto.

(r)    The Credit Agreement is hereby amended by replacing Exhibit B (Form of Compliance Certificate) in its entirety with Exhibit B attached hereto.

(s)    The Credit Agreement is hereby amended by inserting new Exhibit I (Form of Asset Coverage Ratio Certificate) with Exhibit I attached hereto.

Section 2.    Decrease of the Commitments. As of the Amendment Effective Date (as defined below), the aggregate Commitments shall be decreased to $100,000,000. Upon the effectiveness of this Amendment pursuant to Section 4 below, each Lender’s Commitment shall be the Commitment set forth on Schedule II attached hereto. The commitment fees provided for in Section 2.6(a) of the Credit Agreement shall hereafter be computed on the basis of the aggregate Commitments as so decreased.

Section 3.    Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which the following conditions precedent shall have been satisfied:

(a)    Documentation. The Administrative Agent shall have received the following, each in form and substance satisfactory to the Administrative Agent:

(ii)    a Revolving Note payable to each Lender in the amount of such Lender’s Commitment, as amended hereby.

(b)    Prepayment of Revolving Advances. On the Amendment Effective Date, the Borrower shall have made the prepayment of the Revolving Advances, if any, required pursuant to Section 2.4(c)(i) of the Credit Agreement as a result of the reduction of the Commitments pursuant to this Amendment.

(c)    Payment of Fees. On the Amendment Effective Date, the Borrower shall have paid the fees set forth in the fee letter dated as of November 5, 2015 between the Borrower and the Administrative Agent and 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

(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 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 (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY), 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 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 7 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.

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.

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:

By: Hi-Crush GP LLC, its general partner

By: /s/ Laura Fulton

Name: Laura C. Fulton

Title: Chief Financial Officer

ADMINISTRATIVE AGENT/LENDERS:

AMEGY BANK NATIONAL ASSOCIATION, in its capacity as Administrative Agent, Issuing Lender, Swing Line Lender, and a Lender

By: /s/ Authorized Person

Name:Authorized Person

Title: Authorized Officer

as a Lender

By: /s/ Authorized Person

Name:Authorized Person

Title: Authorized Officer

as a Lender

By: /s/ Authorized Person

Name:Authorized Person

Title: Authorized Officer

as a Lender

By: /s/ Authorized Person

Name:Authorized Person

Title: Authorized Officer

as a Lender

By: /s/ Authorized Person

Name:Authorized Person

Title: Authorized Officer

as a Lender

By: /s/ Authorized Person

Name:Authorized Person

Title: Authorized Officer

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

Lender

By: /s/ Authorized Person

Name:Authorized Person

Title: Authorized Officer

as a Lender

By: /s/ Authorized Person

Name:Authorized Person

Title: Authorized Officer

Each of the undersigned (each a “Guarantor” and collectively the “Guarantors”) hereby (a) acknowledges receipt of a copy of the foregoing Second Amendment dated as of November 5, 2015 (the “Amendment”) among Hi-Crush Partners, a Delaware limited partnership (the “Borrower”), the lenders party thereto, and Amegy Bank National Association, 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).

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 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 (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY), 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 date hereof and are in any way directly or indirectly arising out of or in any way connected to any of this Acknowledgement and Reaffirmation, the Guaranty, the Amendment, the Credit Agreement, any other Credit Document, 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.

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.

Each By: /s/ Laura Fulton

Name: Laura C. Fulton

Title: Chief Financial Officer

The Applicable Margin with respect to Commitment Fee, Revolving Advances, and Swing Line Advances (if applicable) shall be determined in accordance with the following Tables based on the Borrower’s Leverage Ratio as reflected in the Compliance Certificate delivered in connection with the Financial Statements most recently delivered pursuant to Section 5.2. Adjustments, if any, to such Applicable Margin shall be effective on the date the Administrative Agent receives the applicable Financial Statements and corresponding Compliance Certificate as required by the terms of this Agreement. If the Borrower fails to deliver the Financial Statements and corresponding Compliance Certificate to the Administrative Agent at the time required pursuant to Section 5.2, then effective as of the date such Financial Statements and Compliance Certificate were required to the delivered pursuant to Section 5.2, the Applicable Margin with respect to Commitment Fee, Revolving Advances, and Swing Line Advances (if applicable) shall be determined at Level IV and shall remain at such level until the date such Financial Statements and corresponding Compliance Certificate are so delivered by the Borrower. Notwithstanding the foregoing, the Applicable Margin with respect to Eurodollar Advances shall be 4.50%, the Applicable Margin with respect to Base Rate Advances shall be 3.50%, and the Applicable Margin with respect to Commitment Fees shall be 0.500%, in each case, until the occurrence of the Leverage Ratio Compliance Date. Notwithstanding anything to the contrary contained herein, the determination of the Applicable Margin for any period shall be subject to the provisions of Section 2.7(c). For the avoidance of doubt, the levels on the pricing grid set forth below are set forth from highest (Level IV) to the lowest (Level I).

This certificate dated as of ______________, _______ is prepared pursuant to the Amended and Restated Credit Agreement dated as of April 28, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Credit Agreement") among Hi-Crush Partners LP, a Delaware limited partnership (the "Borrower"), the lenders party thereto from time to time (the "Lenders"), and Amegy Bank National Association, as administrative agent for such Lenders (in such capacity, the "Administrative Agent"), as Issuing Lender and as Swing Line Lender. Unless otherwise defined in this certificate, capitalized terms that are defined in the Credit Agreement shall have the meanings assigned to them by the Credit Agreement.

The undersigned, on behalf of the Borrower, and not individually, certifies:

(a)    that as of the date hereof, the attached Schedule A reflects the covenant calculations, for the periods covered by this certificate, of the Borrower's [(i) Leverage Ratio and (ii)  Interest Coverage Ratio]¹ [EBITDA]²;

[(b)    that no Default or Event of Default has occurred or is continuing as of the date hereof; and]

[(b)    the following Default[s] or Event[s] of Default exist[s] as of the date hereof, and the actions set forth below are being taken to remedy such circumstances:

____________________________________; and]

(c)    that as of the date hereof, the following amounts and calculations included herein and in Schedule A, are true and correct in all material respects for the period set forth above:

¹To be included only to the extent such covenants are required to be tested pursuant to Section 6.16 or Section 6.17 of the Credit Agreement, as applicable, for the period for which this certificate is being delivered.

²To be included only to the extent such covenant is required to be tested pursuant to Section 6.23 of the Credit Agreement for the period for which this certificate is being delivered.

I. Section 6.16 Leverage Ratio³. :

(b)    Borrower's consolidated EBITDA for such

four-fiscal quarter period then ended ⁴⁵⁶ 

(i)    consolidated Net Income            $            

(iii)    Interest Expense                $            

(iv)    Income Tax Expense                $            

(v)    letter of credit fees                $            

(vi)    non-cash expenses⁸                $            

(viii)    customary non-capitalized expenses¹⁰        $            

(x)    non-recurring charges¹¹                $            

³ Calculated as of each fiscal quarter end, for the fiscal quarter ending on September 30, 2015 and for each fiscal quarter ending on or after June 30, 2017.

⁴ In accordance with the Credit Agreement, EBITDA shall be subject to pro forma adjustments for acquisitions and asset sales (including, without limitation, each Drop Down Acquisition) assuming that such transactions had occurred on the first day of the determination period.

⁵If the Canadian Sub’s EBITDA for such period exceeds an amount equal to 10% of Borrower’s consolidated EBITDA for such period, such excess shall be excluded from the calculation of the Borrower’s consolidated EBITDA for such period.

⁶ (a) EBITDA for the four fiscal quarter period ending June 30, 2017 shall be deemed equal to the Borrower’s consolidated EBITDA for the fiscal quarter ending June 30, 2017 multiplied by 4, (b) EBITDA for the four fiscal quarter period ending September 30, 2017 shall be deemed equal to the Borrower’s consolidated EBITDA for the two fiscal quarter period ending on September 30, 2017 multiplied by 2, and (c) EBITDA for the four fiscal quarter period ending December 31, 2017 shall be deemed equal to Borrower’s consolidated EBITDA for the three fiscal quarter period then ending on December 31, 2017 multiplied by 4/3.

⁷ Items (ii) - (xii) shall be included to the extent deducted in determining consolidated Net Income.

⁸Non-cash expenses shall only include non-cash expenses resulting from any employee benefit or management compensation plan or the grant of Equity Interests to employees of the Borrower or any of its Subsidiaries pursuant to a written plan or agreement.

⁹Customary non-capitalized expenses shall only include non-capitalized expenses incurred in connection with (x) any Equity Issuance on or prior to the Effective Date, (y) any Drop down Acquisition and (z) the transactions contemplated by the Credit Agreement, the Augusta Drop Down Documents and the Term Loan B Documents to occur on the Effective Date.

¹¹Non-recurring charges shall only include non-recurring charges with respect to relocation or severance arrangements between the Borrower or its Subsidiaries and their respective officers and employees in an aggregate amount not to exceed $2,000,000 in any fiscal year.

¹²Not to exceed $1,000,000 in the aggregate in any fiscal year.

¹³Non-cash charges shall only include non-cash charges resulting from extraordinary, non-recurring events or circumstances for such period.

¹⁴Cash dividends and distributions shall only include dividends or distributions received (or, in the case of the preferred units of Augusta, declared so long as such cash is received prior to delivery of the Financial Statements for such period in accordance with Section 5.2 of the Credit Agreement) by the Credit Parties from any Permitted Investments pursuant to Section 6.3(k) or (l).

¹⁵Non-cash income shall include (a) non-cash income resulting from extraordinary, non-recurring events or circumstances for such period and (b) all other non-cash items of income which were included in determining consolidated Net Income.

¹⁶Use (a) 3.50 to 1.00 for the fiscal quarter ending September 30, 2015, (b) 5.00 to 1.00 for the fiscal quarter ending June 30, 2017, (c) 4.50 to 1.00 for the fiscal quarter ending September 30, 2017, (d) 4.00 to 1.00 for the fiscal quarter ending December 31, 2017, and (e) 3.50 to 1.00 for each fiscal quarter ending on or after March 31, 2018.

¹⁷Calculated as of each fiscal quarter end, for the fiscal quarter ending on September 30, 2015 and for each fiscal quarter ending on or after June 30, 2017.

(a)    Borrower's consolidated EBITDA for such applicable period being tested ¹⁹²⁰²¹ 

(i)    consolidated Net Income            $            

(iii)    Interest Expense                $            

(iv)    Income Tax Expense                $            

(v)    letter of credit fees                $            

(vi)    non-cash expenses²³                $            

(viii)    customary non-capitalized expenses²⁵        $            

(x)    non-recurring charges²⁶                $            

¹⁹In accordance with the Credit Agreement, EBITDA shall be subject to pro forma adjustments for acquisitions and asset sales (including, without limitation, each Drop Down Acquisition) assuming that such transactions had occurred on the first day of the determination period.

²⁰If the Canadian Sub’s EBITDA for such period exceeds an amount equal to 10% of Borrower’s consolidated EBITDA for such period, such excess shall be excluded from the calculation of the Borrower’s consolidated EBITDA for such period.

²¹Required to be tested pursuant to Section 6.23 of the Credit Agreement for the period for which this certificate is being delivered.

²²Items (ii) - (xii) shall be included to the extent deducted in determining consolidated Net Income.

²³Non-cash expenses shall only include non-cash expenses resulting from any employee benefit or management compensation plan or the grant of Equity Interests to employees of the Borrower or any of its Subsidiaries pursuant to a written plan or agreement.

²⁴Customary non-capitalized expenses shall only include non-capitalized expenses incurred in connection with (x) any Equity Issuance on or prior to the Effective Date, (y) any Drop down Acquisition and (z) the transactions contemplated by the Credit Agreement, the Augusta Drop Down Documents and the Term Loan B Documents to occur on the Effective Date.

²⁵Customary non-capitalized expenses shall only include customary non-capitalized expenses incurred in connection with any Investment permitted under Section 6.3(j), (k) or (l), any Acquisition permitted by Section 6.4, any incurrence of Debt permitted by Section 6.1 or any Equity Issuance (in each case, whether or not consummated) in an aggregate amount not to exceed $3,000,000 in any fiscal year.

²⁶Non-recurring charges shall only include non-recurring charges with respect to relocation or severance arrangements between the Borrower or its Subsidiaries and their respective officers and employees in an aggregate amount not to exceed $2,000,000 in any fiscal year.

²⁷Not to exceed $1,000,000 in the aggregate in any fiscal year.

²⁹Cash dividends and distributions shall only include dividends or distributions received (or, in the case of the preferred units of Augusta, declared so long as such cash is received prior to delivery of the Financial Statements for such period in accordance with Section 5.2 of the Credit Agreement) by the Credit Parties from any Permitted Investments pursuant to Section 6.3(k) or (l).

³⁰Non-cash income shall include (a) non-cash income resulting from extraordinary, non-recurring events or circumstances for such period and (b) all other non-cash items of income which were included in determining consolidated Net Income.

Amegy Bank National Association, as Administrative Agent

4400 Post Oak Parkway

Houston, Texas 77027

Attn: Brad Ellis

Telephone ###-###-####

Facsimile: (713) 693-7467

Ladies and Gentlemen:

Reference is made to that certain Amended and Restated Credit Agreement dated as of April 28, 2014 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Credit Agreement") among Hi-Crush Partners LP, a Delaware limited partnership (the "Borrower"), the lenders party thereto from time to time, and Amegy Bank National Association, as administrative agent (in such capacity, the "Administrative Agent"), as Issuing Lender and as Swing Line Lender. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Credit Agreement.

The Borrower hereby certifies that:

(a)    the amounts and calculations regarding the Asset Coverage Ratio set forth in (i) Section A on the attached Schedule A are true and correct as of the last date of the most recently ended calendar month, (ii) Section B on the attached Schedule A are true and correct as of the close of the immediately preceding Business Day, (iii) Section C on the attached Schedule A are true and correct as of the last date of the most recently ended calendar month, and (iv) Section D on the attached Schedule A are true and correct as of the date hereof;

(b)    the Receivables included in the Asset Coverage Ratio as calculated in Schedule A (i) conform to the representations and warranties in Article 4 of the Credit Agreement and the other Security Documents, to the extent such provisions are applicable to Receivables and (ii) are, otherwise, Eligible Receivables, as required under the Credit Agreement; and

(c)    the Inventory included in the Asset Coverage Ratio as calculated in Schedule A (i) consists of excavated sand, including work in progress, processed sand, and capital spare parts, (ii) is now owned by, and in the possession or under the control of, a Credit Party, (iii) is encumbered by an Acceptable Security Interest, and (iv) is, otherwise, Eligible Inventory, as required under the Credit Agreement.

A.    NET BOOK VALUE OF FIXED ASSETS            $ ____________________

1.    Receivables¹ of Credit Parties                    $ ____________________

3.    Total Eligible Receivables = (1) – (2) =     $__________

1.    Inventory² of the Credit Parties                $ ____________________

2.    (without duplication) the sum of Inventory which is:

3.    Total Eligible Inventory = (1) – (2)            =    $__________

D.    FUNDED DEBT        $ ____________________

¹"Receivables" means, at any date of determination thereof, the unpaid portion of the obligation, as stated on the respective invoice or other writing of a customer of a Person in respect of goods sold or services rendered by such Person.

²"Inventory" means, at any date of determination thereof, all of the Credit Parties' inventory furnished or to be furnished under contracts for service or used or consumed in the Credit Parties' businesses consisting of excavated sand, including work in progress, processed sand, and capital spare parts.