New Source Energy Partners L.P. - FORM 8-K - EX-10.1 - FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT - July 1, 2014

Attached files

file filename
EX-10.2 - FAIR MARKET VALUE PURCHASE PLAN - New Source Energy Partners L.P.fairmarketvaluepurchaseplan.htm
8-K - 8-K - New Source Energy Partners L.P.a8-kxefsannouncement.htm
EX-2.1 - CONTRIBUTION AGREEMENT - New Source Energy Partners L.P.contributionagreement.htm
EX-99.1 - PRESS RELEASE - New Source Energy Partners L.P.pressrelease.htm


FIRST AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT

THIS FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (“Agreement”) is made this 26th day of June, 2014, by and between ERICK FLOWBACK SERVICES, LLC, an Oklahoma limited liability company (“EFS”), and ROD’S PRODUCTION SERVICES, L.L.C., a Delaware limited liability company (“RPS”) (EFS and RPS are collectively referred to herein as “Borrowers”), MARK SNODGRASS, an individual, and BRIAN AUSTIN, an individual, and MCE, LP, a Delaware limited partnership (“MCE”) (herein collectively “Guarantors”) and BANK 7, 1039 NW 63rd St., Oklahoma City, OK 73116 (“Bank 7” or “Lender”).

RECITALS

WHEREAS this Agreement represents a complete restatement and amendment of that certain original Loan and Security Agreement dated September 30, 2013, between the same parties with the exception of MCE (the “Prior Agreement”); and

WHEREAS Borrowers have requested Lender to amend and modify the Prior Agreement to provide for a credit facility consisting of two (2) loans (collectively, the “Loans”), as follows: (i) the Consolidated Loan,: a term loan in the amount of TWELVE MILLION EIGHT HUNDRED THOUSAND AND 00/100 DOLLARS ($12,800,000.00) (“Note 1”), and (ii) the Certificate of Deposit Loan in the amount of FOUR MILLION AND 00/100 DOLLARS ($4,000,000.00) (“Note 2”); (Note 1 and Note 2 are collectively referred to herein as the “Notes”); and

WHEREAS Note 1 is a renewal, consolidation, and modification of those certain prior notes described in the Prior Agreement as: Bank 7 Note 1, Bank 7 Note 2, Bank 7 Note 3, IBC Note 1, IBC Note 2 and IBC Note 3.

WHEREAS Lender is willing to make the Loans to Borrowers upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, Borrowers and Lender do hereby agree as follows:

1.    CONSTRUCTION AND DEFINITION OF TERMS

All terms used herein without definition which are defined by the Oklahoma Uniform Commercial Code shall have the meanings assigned to them by the Oklahoma Uniform Commercial Code, as in effect on the date hereof, unless and to the extent varied by this Agreement. All accounting terms used herein without definition shall have the meanings assigned to them as determined by GAAP (as defined herein). Whenever the phrase “satisfactory to Lender” is used in this Agreement, such phrase shall mean “satisfactory to Lender in its sole discretion.” The use of any gender or the neuter herein shall also refer to the other gender or the neuter and the use of the plural shall also refer to the singular, and vice versa. In addition to the terms defined elsewhere in this Agreement,




unless the context otherwise requires, when used herein, the following terms shall have the following meanings:

1.1.    [Reserved].

1.2.    “Advance” means any advance by Lender to Borrowers under the Loans in accordance with Section 2.7 herein.

1.3.    “Affiliate” means, with respect to any Person, any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, including, (a) any Person which beneficially owns or holds ten percent (10%) or more of any class of voting stock of such Person or ten percent (10%) or more of the Equity Interest in such Person, (b) any Person of which such Person beneficially owns or holds ten percent (10%) or more of any class of voting shares or in which such Person beneficially owns or holds ten percent (10%) or more of the Equity Interests in such Person, and (c) any officer or director of such Person.

1.4.    “Agreement” means this First Amended and Restated Loan and Security Agreement and all amendments, modifications and supplements hereto.

1.5.    “Bankruptcy Code” means the United States Bankruptcy Code, as amended from time to time.

1.6.    “Business Premises” means Borrowers’ offices located at: for EFS: 20568 US Hwy 81, Kingfisher, OK  73750; for RPS: 3401 SW Wilshire Blvd., Suite B, Joshua, Texas 76058.

1.7.    “Certified” means that the information, statement, schedule, report or other document required to be “Certified” shall contain a representation of a duly authorized officer of Borrowers that such information, statement, schedule, report or other document is true and complete.

1.8.    “Closing” means the date on which this Agreement is executed.

1.9.    “Closing Date” means the date on which this Agreement has been executed and delivered by the parties hereto and all conditions precedent have been satisfied.

1.10.    “Collateral” means all of Borrowers’ real and personal property, both now owned and hereafter acquired, including but not limited to:

(a)
[Reserved].

(b)
General Intangibles, etc. All of the following, whether now or hereafter existing, which are owned by Borrowers or in which Borrowers otherwise have any rights; all contract rights and general intangibles of any kind (including but not limited to choses in action, membership and partnership interests, tax refunds, and insurance


-2-


proceeds), all chattel paper, documents, instruments, security agreements, leases, other contracts (including, but not limited to, contracts or leases for the use of Borrowers’ equipment, including drilling and service rigs) and money, and all other rights of Borrowers (except those constituting Accounts) to receive payments of money or the ownership of property (any and all such contract rights, general intangibles, chattel paper, documents, instruments, security agreements, leases, other contracts and money and other rights being herein called the “General Intangibles”).

(c)
Goods, Equipment and Fixtures. All of Borrowers’ goods, equipment, and fixtures now owned or hereafter acquired, including, but not limited to, the equipment identified on Schedule 1.11(c), attached hereto and incorporated herein, together with any and all equipment purchased with loan proceeds of the Loans.

(d)
[Reserved].

(e)
Investment Property. All of Borrowers’ investment property now owned or hereafter acquired.

(f)
Deposit Accounts. All of Borrowers’ deposit accounts with Lender.

(g)
Real Property. All of Shale Properties, LLC’s real property located in Montague County, Texas, Atascosa County, Texas, Carroll County, Ohio, and Tuscarawas County, Ohio.

(h)
Life Insurance. Assignment of Life Insurance Policies on the lives of Mark Snodgrass and Brian Austin, in the amount of $5,000,000.00 each.

(i)
Certificates of Deposit. Those two (2) certain Certificates of Deposit issued by Bank 7 in the amount of $2,000,000.00 each to Mark Snodgrass and Brian Austin.

(j)    Proceeds. Proceeds and products of all of the foregoing.

Notwithstanding the foregoing, the “Collateral” does not include the “WFB Collateral” as defined in that certain Lien Release and Acknowledgement, dated as of September, 2013, by and between Wells Fargo Bank, National Association, Bank 7, International Bank of Commerce and the Borrowers.

1.11.    “Distribution” means (a) any distribution, dividend or any other payment or distribution (in cash, property or obligations) made by Borrowers on account of their respective membership interests, (b) any redemption, purchase, retirement or other acquisition by Borrowers


-3-


of any of their respective membership interests, or (c) the establishment of any fund for any such distribution, dividend, payment or acquisition.

1.12.    “EBITDA” means for Borrowers for any period, the sum of: (a) net income for such period, plus (b) without duplication and to the extent deducted in determining such net income: (i) interest expense for such period, plus (ii) income tax expense, for such period, plus (iii) depreciation and amortization for such period.

1.13.    “Equity Interest” means, with respect to any Person, any shares, interests, participations, or other equivalents (however designated) of corporate stock, membership interests, or partnership interests (or any other ownership interests) of such Person.

1.14.    “Event of Default” means any of the events described in Section 8 hereof.

1.15.    “Fixed Charge Coverage Ratio” for Borrowers means for the four-quarter period ending as of any quarter end (A) (i) EBITDA for period, minus the sum of (ii)(a) Non-Financed Capital Expenditures for such period, and (b) Distributions and/or salary to owners for such period, and (c) cash taxes paid for such period, divided by (B) the sum of all principal and interest expense for such period on all indebtedness.

1.16.    “GAAP” means generally accepted accounting principles in the United States of America in effect from time to time.

1.17.    “Guarantors” means Mark Snodgrass, Brian Austin and MCE.

1.18.    “Governmental Authority” means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

1.19.    “Hazardous Materials” means any solid, liquid, gaseous or thermal irritant or contaminant, such as smoke, vapor, soot, fumes, acids, alkalis, chemicals, waste, or petroleum products (including materials to be recycled, reconditioned or reclaimed) and any pollution or other toxic or hazardous substances as defined or listed under any of the following Laws: any federal, state, or local statutes, Laws, ordinances, codes, rules, regulations, orders, or decrees including, without limitation, the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq., the Federal Hazardous Materials Transportation Act, the Federal Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901, et seq., the Federal Toxic Substances Control Act, as amended, 15 U.S.C. § 2601, et seq., the Federal Clean Air Act, as amended, 42 U.S.C. § 7401, et seq., the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251, et seq., the National Environmental Policy Act, as amended, 42 U.S.C. § 4321, et seq., the Rivers and Harbors Act of 1899, as amended, 33 U.S.C. § 401, et seq., the Pollution Control Coordinating Act, 82 O.S. § 931, et seq., the Oklahoma Controlled Industrial Waste Disposal Act, 63 Okla. Stat. § 1 2001.1, et seq., the Oklahoma Solid Waste Management Act, 63 Okla. Stat. § 1 2300, et seq., the Controlled Industrial Waste Fund Act, 63 Okla. Stat. § 1 2015, et seq., the Oklahoma Clean Air Act, 63 Okla. Stat. § 1 1801, et seq., the


-4-


Oklahoma Underground Storage Tank Regulation Act 17 Okla. Stat. § 301, et seq., or any rules and regulations of the EPA, any, other state statutes or regulations, any municipal ordinances, rules or regulations or any statutes or regulations of any other agency or governmental authority or entity having jurisdiction over the Borrowers (collectively the “Environmental Laws”)

1.20.    “Indebtedness” means all items that would properly be included in the liability section of a balance sheet or in a footnote to a financial statement in accordance with GAAP or income tax basis accounting principles, and shall also include all contingent liabilities.

1.21.    “Laws” means all ordinances, statutes, rules, regulations, orders, injunctions, writs or decrees of any Governmental Authority or political subdivision or agency thereof, or any court or similar entity established by any thereof.

1.22.    “Leverage Ratio” means Borrowers’ funded debt divided by EBITDA as more particularly stated in Section 6.21.

1.23.    “Lien” means any statutory or common law consensual or non-consensual mortgage, pledge, security interest, encumbrance, lien, right of setoff, claim or charge of any kind, including, without limitation, any conditional sale or other title retention transaction, any lease transaction in the nature thereof and any secured transaction under the Uniform Commercial Code of any jurisdiction.

1.24.    “Loan Amount” for each of the Notes means the total amount of funds available to Borrowers under the Notes.

1.25.    “Loan Documents” means any and all agreements, contracts, promissory notes, security agreements, assignments, subordination agreements, pledge or hypothecation agreements, mortgages, deeds of trust, leases, guaranties, instruments, letters of credit, letter of credit agreements and documents now and hereafter existing between Lender and Borrowers, executed and/or delivered pursuant to this Agreement or otherwise or guaranteeing, securing or in any other manner relating to any of the Obligations, including, without limitation, the instruments and documents referred to in Section 5.1 hereof together with any other instrument or document executed by Borrowers, Lender or any other Person in connection with the Loans.

1.26.    “Material Adverse Effect” means a material adverse effect on: (a) the business, operations, property or condition (financial or otherwise) of Borrowers; (b) the ability of Borrowers to pay the Obligations or the ability of Borrowers to perform their Obligations under this Agreement or any of the other Loan Documents; or (c) the validity or enforceability of this Agreement or any of the Loan Documents, or the rights or remedies of Lender hereunder or thereunder.

1.27.    “Maturity Date” means the respective date identified in each of the Notes as the context may require in this Agreement.



-5-


1.28.    “Non-Financed Capital Expenditures” means any and all capital expenditures of Borrowers not funded by Lender, to the extent such capital expenditures collectively exceed $500,000.00.

1.29.    “Notes” means each of the Borrowers’ Promissory Notes evidencing the Loans provided for herein and all renewals, replacements and extensions thereof, including, (a) Borrowers’ consolidated loan in the amount of TWELVE MILLION EIGHT HUNDRED THOUSAND AND 00/100 DOLLARS ($12,800,000.00) (“Note 1”) and (b) Borrowers’ certificate of deposit loan in the amount of FOUR MILLION AND 00/100 DOLLARS ($4,000,000.00) (“Note 2”).

1.30.    “Obligations” means the full and punctual observance and performance of all present and future duties, covenants and responsibilities due to Lender by Borrowers under this Agreement, the Notes, the Loan Documents and otherwise, all present and future obligations and liabilities of Borrowers to Lender for the payment of money under this Agreement, the Notes, the Loan Documents and otherwise (extending to all principal amounts, interest, late charges, fees and all other charges and sums, as well as all costs and expenses payable by Borrowers under this Agreement, the Notes, the Loan Documents and otherwise), whether direct or indirect, contingent or noncontingent, matured or unmatured, accrued or not accrued, related or unrelated to this Agreement, whether or not now contemplated, whether or not any instrument or agreement relating thereto specifically refers to this Agreement and whether or not of the same character or class as Borrowers’ obligations under this Agreement or the Notes, including, without limitation, overdrafts in any checking or other accounts of Borrowers at Lender and claims against Borrowers acquired by assignment to Lender, whether or not secured under any other document, or agreement or statutory or common law provision, as well as all renewals, refinancings, consolidations, re-castings and extensions of any of the foregoing, the parties acknowledging that the nature of the relationship created hereby contemplates the making of future advances by Lender to Borrowers.

1.31.    “Obligor” means individually and collectively, Borrowers and any Person who is primarily or secondarily liable for the repayment of the Obligations, if any, or any portion thereof; and any Person who has granted security for the repayment of any of the Obligations, if any.

1.32.    “Organizational Documents” means, for any Person (a) the articles of incorporation or certificate of formation and bylaws of such Person if such Person is a corporation, (b) the articles of organization or certificate of formation and operating agreement or regulations of such Person if such Person is a limited liability company, (c) the certificate of limited partnership or certificate of formation and the limited partnership agreement of such Person if such Person is a limited partnership, or (d) the documents under which such Person was created and is governed if such person is not a corporation, limited liability company or limited partnership.

1.33.    “Permitted Liens” means Liens of Lender, or Liens specifically consented to by Lender in writing.



-6-


1.34.    “Person” means a natural person, corporation, association, limited liability company, partnership, joint venture, trust, government and agencies and departments thereof and every other entity of every kind.

1.35.    “Subsidiary” means for any Person, a Person of which or in which such Person or other Subsidiaries own or control, directly or indirectly, fifty percent (50%) or more of (a) the combined voting power of all classes having general voting power under ordinary circumstances to elect a majority of the directors (if it is a corporation), managers or equivalent body of such Person, (b) the capital interest or profits interest of such Person, if it is a partnership, limited liability company, joint venture or similar entity, or (c) the beneficial interest of such Person, if it is a trust, association or other unincorporated association or organization.

1.36.    “Tangible Net Worth” means the Total Assets less the Total Liabilities. As used herein Total Assets means: the sum of current assets, property and equipment and other assets, as listed on Borrowers’ balance sheet, less Intangible Assets. As used herein Intangible Assets means: goodwill, intellectual property, patents, copyrights, and trademarks. As used herein Total Liabilities means the sum of current liabilities, long term debt, and other miscellaneous liabilities.

2.    THE LOANS

2.1.    Loan Amounts. Subject to the terms and conditions hereinafter set forth, Lender agrees to lend to Borrowers and Borrowers agree to borrow from Lender the total sum of not to exceed SIXTEEN MILLION EIGHT HUNDRED THOUSAND AND 00/100 DOLLARS ($16,800,000.00) to be comprised of the following two (2) loans: as follows: (i) the “Consolidated Loan” consisting of a loan in the amount of TWELVE MILLION EIGHT HUNDRED THOUSAND AND 00/100 DOLLARS ($12,800,000.00) (“Note 1”), and (ii) a Certificate of Deposit Loan in the amount of FOUR MILLION AND 00/100 DOLLARS ($4,000,000.00) (“Note 2”). The Consolidated Loan and the Certificate of Deposit Loan are collectively referred to herein as the “Loans”.

2.2.    Notes. Borrowers’ obligation to repay the Loans with interest shall be evidenced by, and the Loans shall be repaid with interest in accordance with, the Notes.

2.3.    Restructure Loan Fee. Borrowers shall pay to Lender, at Closing, a fee of $90,000.00.

2.4.    Default Rate. Upon the occurrence of an Event of Default hereunder, sums outstanding under each Loan shall bear interest at the default rate of interest as set forth in each Note (the “Default Rate”) until the default is cured. The default shall be cured on the demand of Lender.

2.5.    Borrowers’ Conditional Right to Re-Advance on Note 1 at Maturity. Upon satisfaction of the conditions precedent herein stated Borrowers shall have the right to seek and receive a re-advance upon Note 1 in the amount not to exceed $4,000,000.00 with the further limitation that the re-advance shall not exceed such amount that when added to the then outstanding


-7-


principal balance owed on Note 1, Note 1 shall not exceed the amount of $12,800,000.00. The conditions precedent which must be satisfied as a condition to a re-advance are as follows: (a) Borrowers shall not have defaulted under any term or provision of the Agreement; (b) Borrowers shall have fully complied with each term and condition of the Agreement including but not limited to (i) all financial covenants; (ii) all financial reporting covenants; and (iii) all negative covenants; and (c) neither Borrowers nor Guarantors have suffered any Material Adverse Effect. The re-advance loan proceeds shall be used solely to pay off the remaining balance owed upon the CD Loan. Upon the satisfaction of the conditions precedent herein set forth and payoff of the balance owed upon the CD Loan, Lender agrees to release its security interest in the two (2) Certificates of Deposit issued in the amount of $2,000,000.00 each to Mark Snodgrass and Brian Austin, and, Lender further agrees to release the Guarantors, Mark Snodgrass and Brian Austin, from further liability under their respective Guaranties, as modified of even date herewith.

3.    SECURITY

3.1.    Security Interest. As security for the payment and performance of all of the Obligations, whether or not any instrument or agreement relating to any Obligation specifically refers to this Agreement or the security interest created hereunder, Borrowers hereby assign, pledge and grant to Lender a continuing security interest in the Collateral. Lender’s security interest shall continually exist until (a) all Obligations have been paid in full and (b) there exists no commitment by Lender that could give rise to any of the Obligations.

3.2.    Covenants and Representations Concerning Collateral. With respect to all of the Collateral, Borrowers covenant, warrant, and represent that:

(a)    No financing statement or lien entry covering any of the Collateral is on file in any public office or land or financing records except for financing statements or lien entries in favor of Lender and Borrowers are the legal and beneficial owner of its respective Collateral, free and clear of all Liens, except for Permitted Liens.

(b)    The security interest granted to Lender hereunder shall constitute a first priority Lien upon the Collateral, except for Permitted Liens, Borrowers will not, and Lender does not authorize Borrowers to, except in the ordinary course of business, transfer, discount, sell, grant or assign any interest in the Collateral nor, without Lender’s prior written consent, permit any other Lien to be created or remain thereon except for Permitted Liens.

(c)    Borrowers will maintain the Collateral in good order and condition; ordinary wear and tear excepted, and will use, operate, and maintain the Collateral in compliance with all Laws, regulations and ordinances and in compliance with all applicable insurance requirements and regulations. Borrowers will promptly notify Lender in writing of any litigation involving or affecting the Collateral which Borrowers know or have reason to believe is pending or threatened. Borrowers will promptly pay when due all taxes and all transportation, storage, warehousing and other such charges and fees affecting or arising out of or relating to the Collateral and shall defend the Collateral, at Borrowers’ expense,


-8-


against all claims and demands of any Persons claiming any interest in the Collateral adverse to Borrowers or Lender.

(d)    At all reasonable times Lender and its agents and designees may enter the Business Premises and any other premises of Borrowers where books and records or Collateral may be located and inspect the Collateral and all books and records of Borrowers (in whatever form). Borrowers shall pay the costs of such inspections, as more particularly set forth in Section 6.16.

(e)    Borrowers will maintain comprehensive casualty insurance on the Collateral against such risks, in such amounts, with such loss deductible amounts and with such companies as may be satisfactory to Lender, and each such policy shall contain a clause or endorsement satisfactory to Lender naming Lender as loss payee and a clause or endorsement satisfactory to Lender that such policy may not be cancelled or altered and Lender may not be removed as loss payee without at least thirty (30) days prior written notice to Lender. In all events, the amounts of such insurance coverages shall conform to prudent business practices and shall be in such minimum amounts that Borrowers will not be deemed a co‑insurer under applicable insurance Laws, regulations, policies or practices. Borrowers hereby assign to Lender and grant to Lender a security interest in any and all proceeds of such policies and authorize and empower Lender to adjust or compromise any loss under such policies and to collect and receive all such proceeds up to the amount of the outstanding Obligations as of the date of such loss. Borrowers authorize and empower Lender to execute and endorse in Borrowers’ names all proofs of loss, drafts, checks and any other documents or instruments necessary to accomplish such collection, and any Persons making payments to Lender under the terms of this paragraph are hereby relieved absolutely from any obligation or responsibility to see to the application of any sums so paid. After deduction from any such proceeds of all costs and expenses (including reasonable attorneys’ fees) incurred by Lender in the collection and handling of such proceeds, the net proceeds shall be applied as follows. If no Event of Default shall have occurred and be continuing, such net proceeds may be applied, at Borrowers’ option, either toward replacing or restoring the Collateral, in a manner and on terms satisfactory to Lender, or as a credit against such of the Obligations, whether matured or unmatured, as Lender shall determine in Lender’s sole discretion. In the event that Borrowers may and do elect to replace or restore as aforesaid, then such net proceeds shall be deposited in a segregated account of Borrowers at Lender and subject to the sole order of Lender and shall be disbursed therefrom by Lender in such manner and at such times as Lender deems appropriate to complete such replacement or restoration; provided, however, that if an Event of Default shall occur at any time before or after replacement or restoration has commenced, then thereupon Lender shall have the option to apply all remaining net proceeds either toward replacing or restoring the Collateral, in a manner and on terms satisfactory to Lender, or as a credit against such of the Obligations, whether matured or unmatured, as Lender shall determine in Lender’s sole discretion. If an Event of Default shall occur prior to such deposit of the net proceeds, then Lender may, in its sole discretion, apply such net proceeds either toward replacing or restoring the Collateral, in a manner and on terms satisfactory to Lender, or as a credit against


-9-


such of the Obligations, whether matured or unmatured, as Lender shall determine in Lender’s sole discretion.

(f)    All books and records pertaining to the Collateral are located at the Business Premises and Borrowers will not change the location of such books and records without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed.

(g)    Borrowers shall do, make, execute and deliver all such additional and further acts, things, deeds, assurances, instruments and documents as Lender may reasonably request to vest in and assure to Lender its rights hereunder or in any of the Collateral.

(h)    Borrowers shall cooperate with Lender to obtain and keep in effect any necessary control agreements for deposit accounts or investment property Collateral as determined by Lender.

(i)    Borrowers authorize Lender to file lien entry forms and financing statements covering the Collateral containing such legends as Lender shall deem necessary or desirable to protect Lender’s interest in the Collateral. Borrowers agree to pay all taxes, fees and reasonable costs (including reasonable attorneys’ fees) paid or incurred by Lender in connection with the preparation, filing or recordation thereof.

(j)    Whenever required by Lender, Borrowers shall promptly deliver to Lender, with all endorsements and/or assignments required by Lender, all instruments, writings, records, and the like received by Borrowers constituting, evidencing or relating to any of the Collateral or proceeds of any of the Collateral.

(k)    Borrowers shall not file any amendments, correction statements or termination statements concerning the Collateral without the prior written consent of Lender.

(l)    Borrowers will execute lien entry forms covering motor vehicle Collateral as and when requested by Lender.

3.3.    [Reserved].

3.4.    Care of Collateral. Borrowers shall have all risk of loss of the Collateral. Lender shall have no liability or duty, either before or after the occurrence of an Event of Default, on account of loss of or damage to the Collateral, to collect or enforce any of its rights against the Collateral, to collect any income accruing on the Collateral, or to preserve rights against parties with prior interests in the Collateral. If Lender actually receive any notices requiring action with respect to Collateral in Lender’s possession, Lender shall take reasonable steps to forward such notices to Borrowers. Borrowers are responsible for responding to notices concerning the Collateral. Lender’s sole responsibility is to take such action as is reasonably requested by Borrowers in writing, however, Lender is not responsible to take any action that, in Lender’s sole judgment, would affect the value of the Collateral as security for the Obligations adversely. While Lender is not required


-10-


to take certain actions, if action is needed, in Lender’s sole discretion, to preserve and maintain the Collateral, Borrowers authorize Lender to take such actions, but Lender is not obligated to do so.

3.5.    Reserve Account. Borrowers will continue maintaining a Reserve Account with Lender into which Borrowers will make a quarterly (September 30, December 31, March 31, and June 30 of each year) deposit equal to the lesser of $325,000.00 or 100% of the excess cashflow of Borrowers. For purposes of this provision, excess cashflow is EBITDA minus Non-Financed Capital Expenditures, permitted compensation (see Paragraph 7.10), cash taxes paid, and all principal and interest payments. To the extent any quarterly deposit is less than $325,000.00, Borrowers shall increase future quarterly deposits from excess cash flow until such time as cumulative deposits into the Reserve Account equal $325,000.00 per quarter. The funds deposited in the Reserve Account shall be utilized to make the Additional Annual Principal Payment as set forth in Note 1, each September 30th.

3.6.    Authorization and Power-of-Attorney. Borrowers authorize Lender to request other secured parties of Borrowers, if any, to provide accountings, confirmations of Collateral and confirmations of statements of account concerning Borrowers. Borrowers hereby designate and appoint Lender and its designees as attorney‑in‑fact of Borrowers, irrevocably and with power of substitution, with authority to endorse Borrowers’ names on requests to other secured parties of Borrowers for accountings, confirmations of Collateral and confirmations of statements of account. The foregoing authorizations and appointments are conditioned upon the occurrence of an uncured Event of Default.

4.    REPRESENTATIONS AND WARRANTIES

To induce Lender to enter into this Agreement, Borrowers represent and warrant to Lender that:

4.1.    State of Incorporation and Legal Name. The Borrowers’ states of incorporation or formation and exact legal names are set forth in the first paragraph of this Agreement.

4.2.    Good Standing. Borrowers are limited liability companies duly organized, legally existing, and in good standing under the laws of their State of organization, have the power to own their property and to carry on their business and are duly qualified to do business and are in good standing in each jurisdiction in which the character of the properties owned therein or in which the transaction of business makes such qualification necessary.

4.3.    Authority. Borrowers have full power and authority to enter into this Agreement, to make the borrowings hereunder, to execute and deliver all documents and instruments required hereunder and to incur and perform the Obligations provided for herein, all of which have been duly authorized by all necessary and proper corporate and other action, and no consent or approval of any Person, including, without limitation, members of Borrowers and any public authority or regulatory body, which has not been obtained is required as a condition to the validity or enforceability hereof or thereof.


-11-



4.4.    Binding Agreements. This Agreement has been duly and properly executed by Borrowers, constitutes the valid and legally binding obligation of Borrowers and is fully enforceable against Borrowers in accordance with its terms, subject only to Laws affecting the rights of Lender generally and application of general principles of equity.

4.5.    No Conflicting Agreements. The execution, delivery and performance by Borrowers of this Agreement and the borrowings hereunder will not (a) violate (i) any provision of Law or any order, rule or regulation of any court or agency of government, (ii) any award of any arbitrator, (iii) the Organizational Documents of Borrowers or (iv) any indenture, contract, agreement, mortgage, deed of trust or other instrument to which Borrowers are a party or by which Borrowers or any of its property are bound, or (b) be in conflict with, result in a breach of or constitute (with due notice and/or lapse of time) a material default under, any such award, indenture, contract, agreement, mortgage, deed of trust or other instrument, or result in the creation or imposition of any Lien upon any of the property or assets of Borrowers except for Liens created in favor of Lender under or pursuant to this Agreement.

4.6.    Litigation. Except as disclosed to Lender in writing, there are no judgments, injunctions or similar orders or decrees, claims, actions, suits or proceedings pending or, to the knowledge of Borrowers, threatened against or affecting Borrowers or any property of Borrowers, at law or in equity, by or before any court or any federal, State, county, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which could result in Material Adverse Effect to the business, operations, prospects, properties or in the condition, financial or otherwise, of Borrowers, and Borrowers are not, to Borrowers’ knowledge, in default with respect to any judgment, order, writ, injunction, decree, rule or regulation of any court or any federal, State, county, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which could have a Material Adverse Effect on Borrowers.

4.7.    Financial Condition. The financial statements of Borrowers heretofore delivered to Lender are true and complete, fairly represent in all material respects the financial condition of Borrowers as of such dates and the results of their operations for the period then ended and were prepared in accordance with GAAP or income tax basis accounting principles applied on a consistent basis for prior periods. There is no Indebtedness of Borrowers as of the date of such statements which is not reflected therein and no material adverse change in Borrowers’ financial condition has occurred since the date of such statements.

4.8.    Taxes. Borrowers have paid or caused to be paid all federal, State and local taxes to the extent that such taxes have become due and has filed or caused to be filed all federal, State and local tax returns which are required to be filed by Borrowers.

4.9.    Title to Properties. Borrowers have good and marketable title to all of their properties and assets (including the Collateral).



-12-


4.10.    Place of Business. Borrowers have only such other business locations as disclosed to Lender prior to the date hereof. Borrowers will not change the location of the Business Premises or open additional business locations (other than those locations heretofore disclosed to Lender) without Lender’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

4.11.    Financial Information. All financial statements, schedules, reports and other information supplied to Lender by or on behalf of Borrowers heretofore and hereafter are and will be free of material misstatements or irregularities.

4.12.    Licenses and Permits. Borrowers have duly obtained and now hold all licenses, permits, certifications, approvals and the like required by federal, State and local Laws of the jurisdictions in which Borrowers conduct its business, and each remains valid and in full force and effect.

4.13.    Outstanding Indebtedness and Permitted Liens. Except as set forth in Schedule 4.13, Borrowers have no outstanding loans or leases which shall survive Closing, except as disclosed to Lender in writing prior to the date hereof and there exists no default under the provisions of any instrument evidencing such loans or leases or under the provisions of any agreement relating thereto. Schedule 4.13 sets forth the name, address of each creditor or lessor and a description of all items of personal property against which any lien exists or which is leased by Borrowers. Schedule 4.13 shall all include liens related to all loans secured by Borrowers’ real property.

4.14.    Patents, Trademarks, etc. Borrowers own, possess, or have the right to use all necessary patents, patent rights, licenses, trademarks, trade names, trade name rights, copyrights and franchises to conduct its business as now conducted, without any known conflict with any patent, patent right, license, trademark, trademark rights, trade name right, trade name, copyright or franchise right of any other Person.

4.15.    Perfection and Priority of Collateral. Lender has, or upon proper recording of any financing statement, execution of any control agreement or delivery of Collateral to Lender’s possession, will have and will continue to have as security for the Obligations, a valid and perfected Lien on and security interest in all Collateral free of all other Liens, claims and rights of third parties whatsoever, except Permitted Liens.

4.16.    Commercial Purpose. The Loans are not “consumer transactions” as defined in the Uniform Commercial Code and none of the Collateral was or will be purchased or held primarily for personal, family or household purposes. The Loans are not Consumer Disputes as defined in Section 10.17(e).

4.17.    Survival; Updates of Representations and Warranties. All representations and warranties contained in or made in connection with this Agreement and the other Loan Documents shall survive the Closing and any Advance made hereunder. Lender acknowledges and agrees that any and all representations and warranties contained in or made under


-13-


or in connection with this Agreement may be amended, changed or otherwise modified by Borrowers, with the consent of Lender, at any time and from time to time after the Closing so as to accurately reflect the matters represented and warranted therein; provided, that such amendments, changes and/or modifications are disclosed in writing to and approved by Lender. Lender shall have no obligation to waive any Event of Default due to any present or future inaccuracy of such representation or warranty or to agree to any amendment, change or modification of such representation or warranty.



-14-



5.    CONDITIONS OF LENDING

Unless Lender shall otherwise agree, Lender shall have no obligation to advance any funds to Borrowers hereunder unless each of the following conditions precedent shall be satisfied as provided below:

5.1.    Documents. There shall have been delivered to Lender, appropriately completed and duly executed (when applicable), the following, each in form and substance satisfactory to Lender:

(a)
Note 1 and Note 2;
(b)This Agreement;
(c)The First Amended and Restated Loan Guaranty Agreements from Mark Snodgrass and Brian Austin;
(d)The Loan Guaranty Agreement from MCE;
(e)Resolutions authorizing Borrowers and MCE to enter into the Loans and Guaranty;
(f)Evidence satisfactory to Lender that all insurance coverages and all insurance clauses or endorsements required pursuant to this Agreement and the Loan Documents are in effect, together with copies of all insurance policies and endorsements;
(g)Such financing statements and control agreements as may be required by Lender, and those two Collateral Pledge Agreements of Certificate of Deposit in the amount of $2,000,000.00 from Brian Austin and Mark Snodgrass;
(h)First Amended and Restated Real Estate Mortgages and Deeds of Trust from Shale Properties, LLC;
(i)Fully executed First Amended and Restated Collateral Assignments of Life Insurance Policies on the lives of Mark Snodgrass and Brian Austin; and
(j)At Closing, certificates of title to the extent requested by Lender for such motor vehicles which will constitute Collateral.
5.2.    No Default. At Closing and at the time of every subsequent Advance under this Agreement, Lender shall be fully satisfied that (a) all of the covenants, conditions, warranties and representations set forth herein and in the Loan Documents have been complied with and are true and complete on and as of such time with the same effect as though such covenants, conditions, warranties and representations had been made on and as of such time, (b) no Event of Default nor


-15-


any event which, upon the giving of notice and/or the lapse of time, could constitute an Event of Default shall have occurred.

5.3.    Legal Matters. At Closing, all legal matters in connection therewith or incidental thereto shall be fully satisfactory to Lender’s counsel.

5.4.    Financial Statements. The Lender shall have received and approved the Borrowers’ financial statements which financial statements shall be certified as being free of material misstatements and irregularities and shall fairly present their financial condition as of the respective dates thereof.

5.5.    Existence and Authority. The Lender shall have received borrowing resolutions and a resolution from MCE in form and substance acceptable to the Lender, together with any other documentation of which the Lender may reasonably request.

5.6.    Continuation of Representations and Warranties. That the representations and warranties made by the Borrowers in Section 4 hereof shall be true and correct on and as of the date of the first Advance with the same effect as if made on such date.

5.7.    Non-Default. That there has occurred no Event of Default under this Agreement, which has not been cured within the applicable cure period.

5.8.    Prior Indebtedness. The Lender shall have received such payoff letters from Borrowers’ existing lenders/creditors, in form and substance satisfactory to Lender, to enable Lender to make direct payments to such lenders/creditors such that Lender will hold first liens on all Collateral, except for Permitted Liens. Borrowers shall cause all lenders/creditors, if any, who no longer have liens or security interests in Borrowers' properties, to file an appropriate termination statement of its existing UCC-1 financing statement(s) within thirty (30) days after Closing.

6.    AFFIRMATIVE COVENANTS

Borrowers covenant and agree with Lender that, until (a) all Obligations have been paid in full, (b) there exists no commitment by Lender which could give rise to any Obligations, and (c) all appropriate termination statements have been filed terminating the security interest granted Lender hereunder, Borrowers will:

6.1.    Financial Statements:

(a)    Borrowers’ Annual Audited Financial Statements. As soon as available, and in any event within ninety (90) days after each calendar year end, Borrowers shall provide to Lender its complete Annual Audited Financial Statement consisting of a Balance Sheet, Cash Flow Statement and Income Statement all in form and scope acceptable to Lender. Borrowers Statements shall be provided in a consolidated and consolidating format.



-16-


(b)    Annual Equipment Listing. As soon as available, and in any event within ninety (90) days after each calendar year end, Borrowers shall provide to Lender their complete listing of all Equipment.

(c)    Monthly Financial Statements. As soon as available, and in any event within thirty (30) days after the end of each month, Borrowers shall provide to Lender their complete financial statement consisting of Borrowers’ balance sheet, statement of earnings, account receivables and account payables, all in form and scope acceptable to Lender. Borrowers' monthly statements shall be provided in a consolidated and consolidating format.

(d)    Monthly Compliance Certificate. As soon as available, and in any event within thirty (30) days after the end of each month, Borrowers shall provide Lender with a Compliance Certificate in form and substance acceptable to Lender.

(e)    [Reserved].

(f)    Guarantors’ Annual Financial Statements. As soon as available, and in any event within ninety (90) days of each calendar year end, Snodgrass and Austin shall provide to Lender their respective annual personal financial statements, and MCE shall provide its complete annual audited financial statements consisting of a balance sheet, cash flow statement and income statement.

6.2.    Taxes. Pay and discharge all taxes, assessments and governmental charges upon Borrowers, their income and properties, prior to the date on which penalties attach thereto unless and to the extent only that the same are being diligently contested in good faith in the normal course of business by appropriate proceedings, provided, however, that: (a) Lender shall have been given reasonable prior written notice of intention to contest; (b) nonpayment of the same will not, in Lender’s sole discretion, materially impair any of the Collateral or Lender’s rights or remedies with respect thereto or the prospect for full and punctual payment of all of the Obligations; (c) Borrowers at all times effectively stay or prevent any official or judicial sale of or action or filing against any of the Collateral by reason of nonpayment of the same; and (d) Borrowers shall establish reasonable reserves for any liabilities being contested and for expenses arising out of such contest.

6.3.    Corporate Existence, Continuation of Business and Compliance with Laws. Maintain their corporate existence in good standing; continue their business operations as now being conducted; and comply with all applicable federal, State and local Laws, rules, ordinances, regulations and orders unless and to the extent only that the validity or applicability thereof is being diligently contested by Borrowers in good faith by appropriate proceedings, provided, however, that: (a) Lender shall have been given reasonable prior written notice of intention to contest; (b) such noncompliance will not, in Lender’s sole discretion, materially impair any of the Collateral or Lender’s rights or remedies with respect thereto or the prospect for full and punctual payment of all of the Obligations; (c) Borrowers at all times effectively stay or prevent any official or judicial sale of or action or filing against any of the Collateral by reason of such noncompliance; and (d) Borrowers shall establish reasonable reserves for any liabilities or expenses which may arise out of such noncompliance and contest.


-17-



6.4.    Litigation. Promptly, but in any event within fifteen (15) days of Borrowers’ notice, notify Lender in writing of (a) threatened or actual commencement of a criminal proceeding or investigation, or (b) any action, suit or proceeding at law or in equity by or before any court, governmental agency or instrumentality which could have a Material Adverse Effect to the business, operations, prospects, properties or assets or in the condition, financial or otherwise, of Borrowers, or the entry of any judgment against Borrowers in excess of $100,000.00.

6.5.    Material Adverse Effect. Promptly, but in any event within fifteen (15) days of Borrowers’ notice, notify Lender in writing of any event which could result in a Material Adverse Effect (whether or not insured) and the facts with respect thereto.

6.6.    Books and Records. Keep and maintain proper and current books and records in accordance with GAAP income tax basis accounting principles and permit access by Lender to, reproduction by Lender of and copying by Lender from, such books and records during normal business hours. All reasonable costs and expenses of such inspections and examinations shall be paid by Borrowers.

6.7.    Conferences with Officers. Permit Lender to discuss Borrowers’ affairs, finances and accounts with any officers or managers of Borrowers.

6.8.    Maintenance of Borrowers and Properties. Maintain all properties and improvements necessary to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and cause replacements and repairs to be made when necessary for the proper conduct of its business.

6.9.    Patents, Franchises, etc. Maintain, preserve and protect all licenses, patents, franchises, trademarks and trade names of Borrowers or licenses by Borrowers which are necessary to the conduct of the business of Borrowers as now conducted, free of any conflict with the rights of any other Person.

6.10.    Insurance. Maintain with duly licensed insurers and in amounts satisfactory to Lender such insurance on Borrowers’ tangible personal property against such risks and with such loss deductible amounts as may be satisfactory to Lender.

6.11.    Evidence of Insurance. Deliver to Lender from time to time, and periodically if Lender shall so require, evidence satisfactory to Lender that all insurance and endorsements required pursuant to this Agreement and the Loan Documents are in effect.

6.12.    Further Assurances and Corrective Instruments. Promptly execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, to Lender from time to time such supplements hereto and/or such other instruments and documents as may be requested by Lender to protect and preserve the Collateral, Lender’s security interest therein, perfection of Lender’s security interest and/or Lender’s rights and remedies hereunder.



-18-


6.13.    Financial Information. Deliver to Lender promptly upon Lender’s request, and periodically if Lender shall so require, such written statements, schedules or reports (which shall be Certified if required by Lender) in such form, containing such information and accompanied by such documents as may be satisfactory to Lender from time to time concerning the Collateral, Borrowers’ financial condition or business operations.

6.14.    Notice of Event of Default. Immediately, but in any event within fifteen (15) days of its occurrence, notify Lender in writing of the occurrence of any Event of Default.

6.15.    ERISA. (a) At all times maintain its employee pension benefit plans, if any, as that term is defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”), in conformity with all applicable provisions of ERISA and other federal and State statutes relating to employee benefit plans; (b) at all times make prompt payments of contributions required to meet the minimum funding standards set forth in Sections 302 and 305 of ERISA with respect to each such plan; (c) if requested by Lender, promptly after the filing thereof, furnish to Lender copies of each annual report required to be filed pursuant to Section 103 of ERISA in connection with each such plan for each plan year, including any certified financial statements or actuarial statements required pursuant to said Section 103; (d) notify Lender immediately of any fact, including, without limitation, any “Reportable Event” (as that term is defined in Section 4043(b) of ERISA) arising in connection with any such plan which might constitute grounds for the termination thereof by the Pension Benefit Guaranty Corporation or for the appointment by the appropriate United States District Court of a trustee to administer the plan; and (e) furnish to Lender, promptly upon its request therefore such additional information concerning any such plan as Lender may request.

6.16.    Field Audits. Lender may conduct annual field audits of Borrowers’ businesses. If an Event of Default exists, field audits shall be at Lender’s discretion and Borrowers shall be responsible for payment of the costs to Lender of the first such audit and each annual audit as long as no Event of Default exists.

6.17.    Hazardous Materials: Contamination. Borrowers agree to, (a) give notice to Lender immediately upon Borrowers’ acquiring knowledge of the presence of any Hazardous Materials (other than those stored in compliance with applicable Laws and are in Borrowers’ possession in the ordinary course of business) on any property owned or controlled by Borrowers or for which Borrowers are responsible or of any Hazardous Materials contamination with a full description thereof for which remedial or corrective action is required; (b) promptly take action to comply with any Laws requiring the removal, treatment or disposal of Hazardous Materials or Hazardous Materials contamination and provide Lender with satisfactory evidence of such action, which action must be in all respects sufficient to avoid any penalty, assessment or notice of non‑compliance with any required remedial or corrective action on the part of any Governmental Authority; (c) provide Lender, within 30 days after a demand by Lender, with a bond, letter of credit or similar financial assurance evidencing to Lender’s satisfaction that the necessary funds are available to pay the cost of removing, treating and disposing of Hazardous Materials or Hazardous Materials contamination identified to Lender under the terms of this Section and discharging any Lien which may be established as a result thereof on any property owned or controlled by Borrowers


-19-


or for which Borrowers is responsible; and (d) defend, indemnify and hold harmless Lender and its employees, trustees, successors and assigns from any and all claims which may now or in the future (whether before or after the termination of this Agreement) be asserted as a result of the presence of any Hazardous Materials on any property owned or controlled by Borrowers for which Borrowers are responsible for any Hazardous Materials contamination.

6.18.    Lender as Depository. Maintain Lender as the principal depository for Borrowers’ deposits and other commercial accounts, except Borrowers may maintain operating accounts with other banks as long as the aggregate amount on deposit in such accounts does not exceed $250,000.00.

6.19.    Compliance with Governmental Regulations. Borrowers will at all times comply with all applicable governmental regulations, including but not limited to, the U.S. Office of Foreign Asset Control list and Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318.

6.20.    Fixed Charge Coverage Ratio. Borrowers will at all times maintain a Fixed Charge Coverage Ratio of not less than 1.25 to 1, calculated and tested quarterly on a rolling 4 quarters basis, beginning with the quarter ended September 30, 2014.

6.21.    Leverage Ratio. Borrowers shall at all times maintain a Leverage Ratio of not greater than 1.5 to 1. Borrowers’ failure to maintain the Leverage Ratio shall require Borrowers to immediately reduce Note 1 to establish compliance.

6.22.    Working Capital. Beginning October 1, 2014, Borrowers shall at all times maintain (combined) a minimum $4,000,000.00 in Working Capital.

6.23    Cash or Cash Equivalent. Beginning October 1, 2014, Borrowers shall at all times maintain (combined) a minimum of $4,000,000.00 in cash or cash equivalents. Cash equivalent shall be acceptable to Lender.

6.24    Post-closing Legal Opinions. Borrowers shall deliver to Lender the legal opinions of its counsel covering the authority of the Borrowers and Guarantors to enter into the Loan Documents and the due execution thereof no later than July 11, 2014, in form acceptable to Lender and Lenders’ counsel.

7.    NEGATIVE COVENANTS

Borrowers covenant and agree with Lender that, until (a) all Obligations have been paid in full and (b) there exists no commitment by Lender which could give rise to any Obligations, Borrowers will not, directly or indirectly, without Lender’s prior written consent:

7.1.    Indebtedness. Create, incur, assume or permit to exist, directly or indirectly, any Indebtedness, except: (a) Indebtedness to Lender; (b) capitalized lease obligations and/or purchase money obligations incurred in the ordinary course of business in an aggregate amount


-20-


which does not exceed $500,000.00 for each twelve (12) month period commencing on the closing date hereof; (c) existing Indebtedness previously disclosed by Borrowers to Lender in writing; and (d) intercompany Indebtedness owing by one Borrower to the other Borrower.

7.2.    Liens. Create, incur, assume or permit to exist, directly or indirectly, any Lien upon any of the Collateral, except for Liens created by this Agreement and Permitted Liens.

7.3.    Investments/Mergers. Enter into or be a party to any merger, consolidation, reorganization, or exchange of stock or assets, except for any such transaction between the Borrowers in which at least one of the Borrowers is the surviving entity. Borrowers shall provide Lender prior written notice of any such activity.

7.4.    Sale of Assets, etc. Sell, assign, transfer, convey or lease any interest in all or any substantial part of its property except in the ordinary course of Borrowers’ businesses as now being conducted; purchase or otherwise acquire all or substantially all of the assets of any other Person or Persons, or any shares of stock of, or similar interest in, any other Person or Persons. Notwithstanding the foregoing, the Borrowers shall be permitted to engage in any of the foregoing transactions solely between the Borrowers so long as at least one of the Borrowers is the surviving entity. Borrowers shall provide Lender prior written notice of such activity.

7.5.    Investments. Borrowers will not make any investments in any entity. Borrowers will not make any capital contribution to any other Person or purchase or acquire a beneficial interest in any stock, securities or evidences of Indebtedness of, or make any investment or acquire any interest in, any other Person, except (i) investments in federally insured certificates of deposit or in direct obligations of the United States of America maturing within one year from the date of acquisition and (ii) investments by one Borrower in the other Borrower. Borrowers shall provide Lender prior written notice of such activity.

7.6.    Change of Name. Change the name of the Borrowers.

7.7.    Change of Business. Enter into any type of business which is materially different from the businesses in which Borrowers are engaged or contemplated to be engaged as of the Closing Date.

7.8.    Transactions with Affiliates. Except for transactions solely between the Borrowers, enter into any transaction with any of its Affiliates which are on terms less favorable than are obtainable from a Person who is not an Affiliate.

7.9.    [Reserved].

7.10    [Reserved].

7.11.    Loans and Guaranties. Loan or make advances to any other Person or guarantee, indorse or otherwise be or become liable or contingently liable in connection with the obligations or Indebtedness of any other Person directly or indirectly, except:


-21-



(i) as an endorser of negotiable instruments for the payment of money deposited to Borrowers’ bank account for collection in the ordinary course of business;

(ii) trade credit extended in the ordinary course of Borrowers’ business;

(iii) advances made in the usual course of business to officers and employees of Borrowers for travel and other out‑of‑pocket expenses incurred by them on behalf of Borrowers in connection with such business; or

(iv) loans or advances by one Borrower to the other Borrower or guarantees by one Borrower of obligations or Indebtedness of the other Borrower. Borrowers shall provide Lender with prior written notice of any such activity.

8.    EVENTS OF DEFAULT

The occurrence of any one or more of the following events shall constitute an “Event of Default”:

8.1.    Failure to Pay. The failure of Borrowers to pay any of the Obligations within five (5) business days of the date when due and payable (whether by acceleration, declaration, extension or otherwise).

8.2.    Covenants and Agreements. The failure of Borrowers to perform, observe or comply with any of the covenants of this Agreement or any of the Loan Documents.

8.3.    Information, Representations and Warranties. If any representation or warranty made herein or if any information contained in any financial statement, application, schedule, report or any other document given by Borrowers in connection with the Obligations, with the Collateral, or with any of the Loan Documents is not in all respects free of material misstatements and irregularities or if Borrowers omitted to state any material fact or any fact necessary to make such information not misleading.

8.4.    Default under Loan Documents. The occurrence of an Event of Default under any of the Loan Documents.

8.5.    Default on Other Obligations. The occurrence of any default under any other borrowing if the result of such default would permit the acceleration of the maturity of any notes, loans or other agreement between Borrowers and any Person other than Lender.

8.6.    Insolvency. Borrowers shall be or become insolvent (as defined in Section 101 of the Bankruptcy Code) or unable to pay its debts as they become due, or admit in writing to such insolvency or to such inability to pay their debts as they become due.



-22-


8.7.    Involuntary Bankruptcy. There shall be filed against any Borrowers an involuntary petition or other pleading seeking the entry of a decree or order for relief under the Bankruptcy Code or any similar federal or state insolvency or similar Laws ordering: (a) the liquidation of Borrowers, or (b) a reorganization of Borrowers or the businesses and affairs of Borrowers, or (c) the appointment of a receiver, liquidator, assignee, custodian, trustee or similar official for Borrowers of the property of Borrowers and the failure to have such petition or other pleading denied or dismissed within 60 calendar days from the date of filing.

8.8.    Voluntary Bankruptcy. The commencement by Borrowers, or either of them, of a voluntary case under the Bankruptcy Code or any federal or state insolvency or similar Laws or the consent by Borrowers to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian or similar official for Borrowers of any of the property of Borrowers, or the making by Borrowers of an assignment for the benefit of a creditor, or the failure by a Borrowers generally to pay its debts as the debts become due.

8.9.    Judgments, Awards. The entry of any judgment, order, award or decree against either Borrower and a determination by Lender, in good faith but in their sole discretion, that the same, when aggregated with all other judgments, orders, awards and decrees outstanding against Borrowers could have a Material Adverse Effect on the prospect for Lender to fully and punctually realize the full benefits conferred on Lender by this Agreement.

8.10.    Injunction. The injunction or restraint of Borrowers in any manner from conducting its business in whole or in part and a determination by Lender, in good faith but in its sole discretion, that the same could reasonably be expected to have a Material Adverse Effect on the prospect for Lender to fully and punctually realize the full benefits conferred on Lender by this Agreement.

8.11.    Attachment by Lender. Any assets of Borrowers shall be attached, levied upon, seized or repossessed, or come into the possession of a trustee, receiver or other custodian and a determination by Lender, in good faith but in its sole discretion, that the same could reasonably be expected to have a Material Adverse Effect on the prospect for Lender to fully and punctually realize the full benefits conferred on Lender by this Agreement.

8.12.    Dissolution, Merger, Consolidation, Reorganization. The voluntary or involuntary dissolution, merger, consolidation, winding up or reorganization of Borrowers or the occurrence of any action preparatory thereto.

8.13.    Adverse Change in Financial Condition. The reasonable determination in good faith by Lender that a change having a Material Adverse Effect has occurred in the financial condition of Borrowers from the conditions set forth in the most recent financial statement of Borrowers heretofore furnished to Lender or from the financial condition of Borrowers as heretofore most recently disclosed to Lender in any other manner.

8.14.    Cure. Borrowers shall have fifteen (15) days after written receipt of written notice from Lender to cure a default under Sections 8.2, 8.4, 8.5, 8.7, 8.9, 8.10 and 8.13.


-23-



9.    RIGHTS AND REMEDIES

9.1.    Rights and Remedies of Lender. Upon and after the occurrence of an Event of Default, Lender may, without notice or demand, exercise in any jurisdiction in which enforcement hereof is sought, the following rights and remedies, in addition to the rights and remedies available to Lender under the Loan Documents, the rights and remedies of a secured party under the Uniform Commercial Code and all other rights and remedies available to Lender under applicable law, all such rights and remedies being cumulative and enforceable alternatively, successively or concurrently provided, however, that in the case of any Event of Default referred to in Sections 8.1, 8.3, 8.6, 8.8, 8.11 and 8.12 above the unpaid principal balance of the Notes, together with all accrued and unpaid interest and all other Obligations then outstanding shall be automatically due and payable by Borrowers to Lender without notice, presentment or demand:

(a) Declare the Notes, all interest accrued and unpaid thereon and all other Obligations to be immediately due and payable and the same shall thereupon become immediately due and payable without presentment, demand for payment, protest or notice of any kind, all of which are hereby expressly waived.

(b) Institute any proceeding or proceedings to enforce the Obligations and any Liens of Lender.

(c) Take possession of the Collateral, and for that purpose, so far as Borrowers may give authority therefore, enter upon any premises on which the Collateral or any part thereof may be situated and remove the same therefrom without any liability for suit, action or other proceeding, BORROWERS HEREBY WAIVE ANY AND ALL RIGHTS TO PRIOR NOTICE AND TO JUDICIAL HEARING WITH RESPECT TO REPOSSESSION OF COLLATERAL, and require Borrowers, at Borrowers’ expense, to assemble and deliver the Collateral to such place or places as Lender may designate.

(d) Operate, manage and control the Collateral (including use of the Collateral and any other property or assets of Borrowers in order to continue or complete performance of Borrowers’ obligations under any contracts of Borrowers), or permit the Collateral or any portion thereof to remain idle or store the same, and collect all rents and revenues therefrom and sell or otherwise dispose of any or all of the Collateral upon such terms and under such conditions as Lender, in its sole discretion, may determine, and purchase or acquire any of the Collateral at any such sale or other disposition, all to the extent permitted by applicable law.

(e) Enforce Borrowers’ rights against other Obligors.

(f) Cease making Advances hereunder and under any other commitments or credit accommodations of Lender to Borrowers and stop and retract the making of any Advance hereunder or thereunder which may have been requested by Borrowers.



-24-


9.2.    Notice of Disposition of Collateral. It is mutually agreed that commercial reasonableness and good faith require Lender to give Borrowers no less than ten (10) days prior written notice of the time and place of any public disposition of Collateral or of the time after which any private disposition or any other intended disposition is to be made, other than a transaction allowed by the Loan Documents. It is mutually agreed that it is commercially reasonable for Lender to disclaim all warranties that arise with respect to the disposition of the Collateral.

9.3.    Costs and Expenses. Borrowers agree to pay to Lender on demand the amount of all reasonable expenses paid or incurred by Lender in consulting with counsel concerning any of its rights hereunder, under the Loan Documents or under applicable law, all reasonable expenses, including reasonable attorneys’ fees and court costs paid or incurred by Lender in exercising or enforcing any of its rights hereunder, under the Loan Documents or under applicable law together with interest on all such expenses paid by Lender at the highest rate and calculated in the manner provided in the Notes. The provisions of this Section shall survive the termination of this Agreement and Lender’s security interest hereunder and the payment of all other Obligations.

10.    MISCELLANEOUS

10.1.    Performance for Borrowers. Borrowers agree and hereby authorize that Lender may, in Lender’s sole discretion, but Lender shall not be obligated to, whether or not an Event of Default shall have occurred, advance funds on behalf of Borrowers, without prior notice to Borrowers, in order to insure Borrowers’ compliance with any covenant, warranty, representation or agreement of Borrowers made in or pursuant to this Agreement or any of the Loan Documents, to continue or complete, or cause to be continued or completed, performance of Borrowers’ obligations under any contracts of Borrowers, to cover overdrafts in any checking or other accounts of Borrowers at Lender or to preserve or protect any right or interest of Lender in the Collateral or under or pursuant to this Agreement or any of the Loan Documents, including, without limitation, the payment of any insurance premiums or taxes and the satisfaction or discharge of any judgment or any Lien upon the Collateral or other property or assets of Borrowers; provided, however, that the making of any such Advance by Lender shall not constitute a waiver by Lender of any Event of Default with respect to which such Advance is made nor relieve Borrowers of any such Event of Default. Borrowers shall pay to Lender upon demand all such Advances made by Lender with interest thereon at the highest rate and calculated in the manner provided in the Notes. All such Advances shall be deemed to be included in the Obligations and secured by the security interest granted Lender hereunder; provided, however, that the provisions of this Section shall survive the termination of this Agreement and Lender’s security interest hereunder and the payment of all other Obligations.

10.2.    Expenses. Whether or not any of the transactions contemplated hereby shall be consummated, Borrowers agree to pay to Lender on demand the amount of all reasonable expenses paid or incurred by Lender (including the fees and expenses of its counsel) in connection with the preparation of all written commitments of Lender antedating this Agreement, this Agreement and the Loan Documents and all documents and instruments referred to herein and all expenses paid or incurred by Lender in connection with the filing or recordation of all financing statements and instruments as may be required by Lender at the time of, or subsequent to, the execution of this


-25-


Agreement, including, without limitation, all documentary stamps, recordation and transfer taxes and other costs and taxes incident to recordation of any document or instrument in connection herewith. Borrowers agree to save harmless and indemnify Lender from and against any liability resulting from the failure to pay any required documentary stamps, recordation and transfer taxes, recording costs or any other expenses incurred by Lender in connection with this Agreement. The provisions of this Section shall survive the termination of this Agreement and Lender’s security interest hereunder and the payment of all other Obligations.

10.3.    Applications of Payments and Collateral. Except as may be otherwise specifically provided in this Agreement, all Collateral and proceeds of Collateral coming into Lender’s possession and all payments made by any Borrowers may be applied by Lender to any of the Obligations, whether matured or unmatured, as Lender shall determine in its sole but reasonable discretion. Lender may defer the application of non‑cash proceeds of Collateral, including, but not limited to, non‑cash proceeds, to the Obligations until cash proceeds are actually received by Lender.

10.4.    Waivers by Borrowers. Borrowers hereby waive, to the extent the same may be waived under applicable law: (a) notice of acceptance of this Agreement; (b) presentment, demand for payment, protest and notice of non‑payment; (c) settlement, compromise or release of the obligations of any Person primarily or secondarily liable upon any of the Obligations; (d) trial by jury in any action or proceeding of any kind or nature in connection with any of the Obligations, this Agreement or any of the Loan Documents; and (e) substitution, exchange or release of any Collateral for any of the Obligations. Borrowers agree that Lender may exercise any or all of its rights and/or remedies hereunder, under the Loan Documents and under applicable law without resorting to and without regard to any Collateral or sources of liability with respect to any of the Obligations. Upon termination of this Agreement and Lender’s security interest hereunder and payment of all Obligations, within 30 days following Borrowers’ request to Lender, Lender shall release control of any security interest in the Collateral perfected by control and Lender shall send Borrowers a statement terminating any financing statement filed against the Collateral.

10.5.    Waivers by Lender. Neither any failure nor any delay on the part of Lender in exercising any right, power or remedy hereunder, under any of the Loan Documents or under applicable law shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

10.6.    Lender’s Setoff. Lender shall have the right, in addition to all other rights and remedies available to them, following an Event of Default, to set off against any Obligations due Lender, any debt owing to Borrowers by Lender, including, without limitation, any funds in any checking or other account now or hereafter maintained by Borrowers at Lender. Borrowers hereby confirm Lender’s right to banker’s lien and setoff, and nothing in this Agreement or any of the Loan Documents shall be deemed a waiver or prohibition of Lender’s right of banker’s lien and setoff.

10.7.    Modifications. No modifications or waiver of any provision of this Agreement or any of the Loan Documents, and no consent by Lender to any departure by Borrowers therefrom, shall in any event be effective unless the same shall be in writing, and then such waiver


-26-


or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand upon Borrowers in any case shall entitle Borrowers to any other or further notice or demand in the same, similar or other circumstances.

10.8.    Notices. Any notice or other communication in connection with this Agreement, if by registered or certified mail, shall be deemed to have been given when received by the party to whom directed, or, if by mail but not registered or certified, when deposited in the mail, postage prepaid, provided that any such notice or communication shall be addressed to a party hereto as provided below (or at such other address as such party shall specify in writing to the other parties hereto):

(a)     If to Borrowers:    Erick Flowback Services, LLC
c/o New Source Energy Partners, L.P.
914 N. Broadway, Suite 230
Oklahoma City, OK 73102
and
Rod’s Production Services, L.L.C.
c/o New Source Energy Partners, L.P.
914 N. Broadway, Suite 230
Oklahoma City, OK 73102

With a Copy to:    Harrison & Mecklenburg, Inc.
202 North Sixth Street
P.O. Box 658
Kingfisher, OK 73750
Attention: Randy Mecklenburg
Phone No. 405-375-6484
e-mail: randy@hmlawoffice.com
and
Mark Snodgrass
                                
                                
                                
and    
Brian Austin
                                
                                
                                

(b)     If to Lender:         Bank 7
1039 N.W. 63rd Street
Oklahoma City, OK 73116
Attention: Craig Adkins
Phone No. 405-810-8600
e-mail: craig.adkins@bank7.com


-27-



With a Copy to:    Blaney and Tweedy, PLLC
P.O. Box 657
Oklahoma City, OK 73101
Attention: Kevin Blaney
Phone No. 405-235-8445
Fax No. 405-236-3410
e-mail: kblaney@btlawokc.com

Notwithstanding anything to the contrary, all notices and demands for payment from Lender actually received in writing by Borrowers shall be considered to be effective upon receipt thereof by Borrowers regardless of the procedure or method utilized to accomplish such delivery thereof to Borrowers.

10.9.    Applicable Law and Consent to Jurisdiction. The performance and construction of this Agreement and the Loan Documents shall be governed by the internal laws of the State of Oklahoma. Borrowers agree that any suit, action or proceeding instituted against Borrowers with respect to any of the Obligations, the Collateral, this Agreement or any of the Loan Documents may be brought in any court of competent jurisdiction located in Oklahoma County, State of Oklahoma. By its execution hereof, Borrowers hereby irrevocably waive any objection and any right of immunity on the ground of venue, the convenience of the forum or the jurisdiction of such courts or from the execution of judgments resulting therefrom. Borrowers hereby irrevocably accept and submit to the jurisdiction of the aforesaid courts in any such suit, action or proceeding.

10.10.    Survival; Successors and Assigns. All covenants, agreements, representations and warranties made herein and in the Loan Documents shall survive the execution and delivery hereof and thereof, shall survive Closing and shall continue in full force and effect until all Obligations have been paid in full, there exists no commitment by Lender which could give rise to any Obligations and all appropriate termination statements have been filed terminating the security interest granted Lender hereunder. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party. In the event that Lender assigns the Notes, this Agreement and/or their security interest in the Collateral, Lender shall give written notice to Borrowers of any such assignment. All covenants, agreements, representations and warranties by or on behalf of Borrowers, which are contained in this Agreement and the Loan Documents, shall inure to the benefit of Lender, its successors and assigns. Borrowers may not assign this Agreement or any of its rights hereunder without the prior written consent of Lender.

10.11.    Severability. If any term, provision or condition, or any part thereof, of this Agreement or any of the Loan Documents shall for any reason be found or held invalid or unenforceable by any court or governmental agency of competent jurisdiction, such invalidity or unenforceability shall not affect the remainder of such term, provision or condition nor any other term, provision or condition, and this Agreement and the Loan Documents shall survive and be construed as if such invalid or unenforceable term, provision or condition had not been contained therein.


-28-



10.12.    Merger and Integration. This Agreement and the attached Schedules (if any) contain the entire agreement of the parties hereto with respect to the matters covered and the transactions contemplated hereby, and no other agreement, statement or promise made by any party hereto, or by any employee, officer, agent or attorney of any party hereto, which is not contained herein shall be valid or binding.

10.13.    WAIVER OF JURY TRIAL. BORROWERS HEREBY (a) COVENANT AND AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY, AND (b) WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH LENDER AND BORROWERS MAY BE PARTIES, ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY PERTAINING TO THIS AGREEMENT, ANY OF THE LOAN DOCUMENTS AND/OR ANY TRANSACTIONS, OCCURRENCES, COMMUNICATIONS OR UNDERSTANDINGS (OR THE LACK OF ANY OF THE FOREGOING) RELATING IN ANY WAY TO THE BORROWER‑LENDER RELATIONSHIP BETWEEN THE PARTIES. IT IS UNDERSTOOD AND AGREED THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS SECURITY AGREEMENT. THIS WAIVER OF JURY TRIAL IS SEPARATELY GIVEN, KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY BORROWERS AND BORROWERS HEREBY AGREE THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. LENDER IS HEREBY AUTHORIZED TO SUBMIT THIS AGREEMENT TO ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER AND BORROWERS AND LENDER, SO AS TO SERVE AS CONCLUSIVE EVIDENCE OF SUCH WAIVER OF RIGHT TO TRIAL BY JURY. BORROWERS REPRESENT AND WARRANT THAT THEY HAVE BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF THEIR OWN FREE WILL, AND/OR THAT THEY HAVE HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

10.14.    Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument.

10.15.    Headings. The headings and sub‑headings contained in the titling of this Agreement are intended to be used for convenience only and shall not be used or deemed to limit or diminish any of the provisions hereof.

10.16.    Recitals. The Recitals hereto are hereby incorporated into and made a part of this Agreement.



-29-


10.17.    ARBITRATION PROVISIONS. BORROWERS, GUARANTORS, PLEDGORS, MORTGAGORS, LENDER AND EACH AND EVERY ONE OF THEM AGREE AS FOLLOWS (hereinafter referred to as the “Arbitration Provisions”):



-30-



I.
General Provisions and Definitions:

(a)
Pursuant to the following Arbitration Provisions, the PARTIES hereto agree to resolve all disputes not resolved by way of informal discussions through binding arbitration instead of in courts of general jurisdiction.

(b)
Sending Notice of Dispute. If any PARTY intends to seek arbitration, they must first send to the other by certified mail, return receipt requested, a written Notice of Dispute. The Notice of Dispute to the Lender should be addressed as follows: (a) Craig Adkins, Executive Vice-President and General Counsel, Bank 7, 1039 N.W. 63rd Street, Oklahoma City, OK 73116, or if by e-mail to Craig.Adkins@bank7.com; with a copy to Kevin Blaney, Blaney and Tweedy, PLLC, P.O. Box 657, Oklahoma City, OK 73101, or if by e-mail to kblaney@btlawokc.com. The Notice of Dispute to the PARTIES shall be sent to the Notice Address designated in the Loan Agreement. The Notice of Dispute must (a) describe the nature and basis of the claim or dispute; and (b) explain specifically what relief is sought.

(c)
If the Dispute is not Informally Resolved. If the PARTIES do not reach an agreement to resolve the claim or dispute within thirty (30) days after the Notice of Dispute is received, either PARTY may commence a binding arbitration proceeding. During the binding arbitration proceeding, any settlement offers made by the PARTIES shall not be disclosed to the Arbitrator.

(d)
“DISPUTE(S)”. As used herein, the word “DISPUTE(S)” includes any and all controversies or claims between the PARTIES of whatever type or manner, including without limitation, any and all claims arising out of or relating to this Promissory Note, compliance with applicable Laws and/or regulations, any and all services or products provided by the Lender, any and all past, present and/or future loans, lines of credit, letters of credit, credit facilities or other form of indebtedness and/or agreements involving the PARTIES, any and all transactions between or involving the PARTIES, and/or any and all aspects of any past or present relationship of the PARTIES, whether banking or otherwise, specifically including but not limited to any claim founded in contract, tort, fraud, fraudulent inducement, misrepresentation or otherwise, whether based on statute, regulation, common law or equity.

(e)
“BUSINESS DISPUTE” or “DISPUTE”. Borrowers and Guarantors acknowledge their relationship with Lender is a business/commercial relationship and the loans are commercial transactions. “BUSINESS DISPUTE” or “DISPUTE”, as used herein, means any DISPUTE between the PARTIES.

(f)
“PARTIES” or “PARTY”.    As used in these Arbitration Provisions, the term “PARTIES” or “PARTY” means Borrowers, Lender, and each and all Persons signing the Promissory Notes, Loan Agreement, Guaranty Agreements, or any Mortgage, Deed of Trust or other collateral pledge agreement of any nature, or any


-31-


other agreements between or among any of the PARTIES as part of this transaction. “PARTIES” or “PARTY” shall be broadly construed and include individuals, beneficiaries, partners, limited partners, limited liability members, shareholders, Subsidiaries, parent companies, Affiliates, officers, directors, employees, heirs, agents and/or representatives of any party to such documents, any other Person claiming by or through one of the foregoing and/or any Person or beneficiary who receives products or services from the Lender and shall include any other owner and holder of this Promissory Note. Throughout these Arbitration Provisions, the term “you” and “your” refers to all PARTIES, and the term “Arbitrator” refers to the individual arbitrator or panel of arbitrators, as the case may be, before which the DISPUTE is arbitrated.

(g)
BINDING ARBITRATION. The PARTIES agree that any DISPUTE between the PARTIES shall be resolved by mandatory binding arbitration pursuant to these Arbitration Provisions at the election of either PARTY. BY AGREEING TO RESOLVE A DISPUTE IN ARBITRATION, THE PARTIES ARE WAIVING THEIR RIGHT TO A JURY TRIAL OR TO LITIGATE IN COURT.

(h)
CLASS ACTION WAIVER. The PARTIES agree that (i) no arbitration proceeding hereunder shall be certified as a class action or proceed as a class action, or on a basis involving claims brought in a purported representative capacity on behalf of the general public, other customers or potential customers or persons similarly situated, and (ii) no arbitration proceeding hereunder shall be consolidated with, or joined in any way with, any other arbitration proceeding. THE PARTIES AGREE TO ARBITRATE THE DISPUTE ON AN INDIVIDUAL BASIS AND EACH WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

(i)
FEDERAL ARBITRATION ACT AND OKLAHOMA LAW. The PARTIES acknowledge and agree that the Federal Arbitration Act shall govern (i) the interpretation and enforcement of these Arbitration Provisions, and (ii) all arbitration proceedings that take place pursuant to these Arbitration Provisions. THE PARTIES AGREE THAT, EXCEPT AS OTHERWISE EXPRESSLY AGREED TO BY THE PARTIES IN WRITING, OR UNLESS EXPRESSLY PROHIBITED BY LAW, OKLAHOMA SUBSTANTIVE LAW (WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES) WILL APPLY IN ANY BINDING ARBITRATION PROCEEDING REGARDLESS OF WHO INITIATES THE PROCEEDING, WHERE YOU RESIDE OR WHERE THE DISPUTE AROSE.
II.
Specific Provisions:

(a)
Any and all BUSINESS DISPUTES between the PARTIES shall be resolved by arbitration in accordance with the Commercial Arbitration Rules of the AAA in effect at the time of filing, as modified by, and subject to, these Arbitration Provisions. A BUSINESS DISPUTE for a claim of actual damages that exceeds $250,000 shall


-32-


be administered by AAA before at least three (3) neutral arbitrators at the request of any PARTY. In the event the aggregate of all affirmative claims asserted exceeds $500,000, exclusive of interest and attorney’s fees, or upon the written request of any PARTY, the arbitration shall be conducted under the AAA Procedures for Large, Complex Commercial Disputes.

(b)
The PARTIES shall have the right to (i) invoke self-help remedies (such as setoff, notification of account debtors, seizure and/or foreclosure of collateral, and nonjudicial sale of personal property and real property collateral) before, during or after any arbitration, and/or (ii) request ancillary or provisional judicial remedies (such as garnishment, attachment, specific performance, receiver, injunction or restraining order, and sequestration) before or after the commencement of any arbitration proceeding (individually, and not on behalf of a class). The PARTIES need not await the outcome of the arbitration proceeding before using self-help remedies. Use of self-help or ancillary and/or provisional judicial remedies shall not operate as a waiver of either PARTY’S right to compel arbitration. Any ancillary or provisional judicial remedy which would be available from a court at law shall be available from the Arbitrator. The PARTIES agree that the AAA Optional Rules for Emergency Measures of Protection shall apply in an arbitration proceeding where emergency interim relief is requested.

(c)
Except to the extent the recovery of any type or types of damages or penalties may not by waived under applicable law, the Arbitrator shall not have the authority to award either PARTY (i) punitive, exemplary, special or indirect damages, (ii) statutory multiple damages, or (iii) penalties, statutory or otherwise.

(d)
The Arbitrator may award attorney’s fees and costs including the fees, costs and expenses of arbitration and of the Arbitrator as the Arbitrator deems appropriate to the prevailing PARTY. The Arbitrator shall retain jurisdiction over questions of attorney’s fees for fourteen (14) days after entry of the decision.

(e)
The Arbitrator is bound by the terms of these Arbitration Provisions. The Arbitrator shall have exclusive authority to resolve any DISPUTES relating to the scope or enforceability of these Arbitration Provisions, including (i) all arbitrability questions, and (ii) any claim that all or a part of these Arbitration Provisions are void or voidable (including any claims that they are unconscionable in whole or in part).

(f)
These Arbitration Provisions shall survive any modification, renewal, extension, repayment (whether partial or full), or discharge (whether partial or full) of this Note, unless all of the PARTIES otherwise expressly agree in writing.

(g)
If a PARTY initiates legal proceedings, the failure of the initiating PARTY to request arbitration pursuant to these Arbitration Provisions within 180 days after the filing of the lawsuit shall be deemed a waiver of the initiating PARTY’S right to compel


-33-


arbitration with respect to the claims asserted in the litigation. The failure of the defending PARTY in such litigation to request arbitration pursuant to these Arbitration Provisions within 180 days after the defending PARTY’S receipt of service of judicial process, shall be deemed a waiver of the right of the defending PARTY to compel arbitration with respect to the claims asserted in the litigation. If a counterclaim, cross-claim or third party action is filed and properly served on a PARTY in connection with such litigation, the failure of such PARTY to request arbitration pursuant to these Arbitration Provisions within ninety (90) days after such PARTY’S receipt of service of the counterclaim, cross-claim or third party claim shall be deemed a waiver of such PARTY’S right to compel arbitration with respect to the claims asserted therein. The issue of waiver pursuant to these Arbitration Provisions is an arbitrable dispute. Active participation in any pending litigation described above by a PARTY shall not in any event be deemed a waiver of such PARTY’S right to compel arbitration. All discovery obtained in the pending litigation may be used in any subsequent arbitration proceeding.

(h)
Any PARTY seeking to arbitrate shall serve a written notice of intent to any and all opposing PARTIES after a DISPUTE has arisen. The PARTIES agree a timely written notice of intent to arbitrate by either PARTY pursuant to these Arbitration Provisions shall stay and/or abate any and all action in a trial court, save and except a hearing on a motion to compel arbitration and/or the entry of an order compelling arbitration and staying and/or abating the litigation pending the filing of the final award of the Arbitrator.

(i)
Any Arbitrator selected shall be knowledgeable in the subject matter of the DISPUTE and be licensed to practice law.

(j)
For a one (1) member arbitration panel, the PARTIES are limited to an equal number of strikes in selecting the arbitrator from the AAA neutral list, such that at least one arbitrator remains after the PARTIES exercise all of their respective strikes. For a three (3) member arbitration panel, the PARTIES are limited to an equal number of strikes in selecting the arbitrators from the AAA neutral list, such that at least three arbitrators remain after the PARTIES exercise all of their respective strikes. After exercising all of their allotted respective strikes, the PARTIES shall rank those potential arbitrators remaining numerically in order of preference (with “1” designating the most preferred). The AAA shall review the PARTIES rankings and assign a score to each potential arbitrator by adding together the ranking given to such potential arbitrator by each PARTY. The arbitrator(s) with the lowest score total(s) will be selected. In the event of a tie or ties for lowest score total and if the selection of both or all of such potential arbitrators is not possible due to the required panel size, the AAA shall select the arbitrator(s) it believes to be best qualified.

(k)
The PARTIES and the Arbitrator shall treat all aspects of the arbitration proceedings, including, without limitation, any documents exchanged, testimony and other evidence, briefs and the award, as strictly confidential; provided, however, that a


-34-


written award or order from the Arbitrator may be filed with any court having jurisdiction to confirm and/or enforce such award or order.

(l)
Any statute of limitation which would otherwise be applicable shall apply to any claim asserted in any arbitration proceeding under these Arbitration Provisions, and the commencement of any arbitration proceeding tolls such statute of limitations.

(m)
If the AAA is unable for any reason to provide arbitration services, then the PARTIES agree to select another arbitration service provider that has the ability to arbitrate the DISPUTE pursuant to and consistent with these Arbitration Provisions. If the PARTIES are unable to agree on another arbitration service provider, any PARTY may petition a court of competent jurisdiction to appoint an Arbitrator to administer the arbitration proceeding pursuant to and consistent with these Arbitration Provisions.

(n)
The award of the Arbitrator shall be final and Judgment upon any such award may be entered in any court of competent jurisdiction. The arbitration award shall be in the form of a written reasoned decision and shall be based on and consistent with applicable law.

(o)
Unless the PARTIES mutually agree to hold the binding arbitration proceeding elsewhere, venue of any arbitration proceeding under these Arbitration Provisions shall be in Oklahoma County, Oklahoma.

(p)
If any of these Arbitration Provisions are held to be invalid or unenforceable, the remaining provisions shall be enforced without regard to the invalid or unenforceable term or provision.

IN WITNESS WHEREOF, the parties hereto have executed or caused this Agreement to be executed as of the date first above written.

BORROWERS:
ERICK FLOWBACK SERVICES, LLC, an Oklahoma limited liability company

By:
MCE, LP, a Delaware limited partnership, its sole member

By:
MCE GP, LLC, a Delaware limited liability company, its General Partner



By:                            
KRISTIAN KOS, Chief Executive Officer



-35-



ROD’S PRODUCTION SERVICES, L.L.C., a Delaware limited liability company

By:
MCE, LP, a Delaware limited partnership, its sole member

By:
MCE GP, LLC, a Delaware limited liability company, its General Partner



By:                            
KRISTIAN KOS, Chief Executive Officer


GUARANTORS:

                        
MARK SNODGRASS, an individual



                        
BRIAN AUSTIN, an individual


MCE, LP, a Delaware limited partnership

By:
MCE GP, LLC, a Delaware limited liability company, its general partner



By:                            
KRISTIAN KOS, Chief Executive Officer


LENDER:
BANK 7



By:                            
TOM TRAVIS, President



-36-


SCHEDULE 1.11(c)
to
First Amended and Restated Loan and Security Agreement

Equipment Collateral

The Equipment described in Section 1.11(c) of the First Amended and Restated Loan and Security Agreement includes, but is not limited to:

A.
 
Erick Flowback Services
Equipment
20-8807998
FYE: 12/31/2014 Qtr: 3/31/2014
 
 
 
 
d
 
Asset
t
Property Description
 
 
 
Group: Flares
 
 
 
402
 
FL013 4' Flare with Hydrualic Lift Trailers
409
 
FL014 Dual 3" Flare Stack Trailer
410
 
FL011/12 2 Single 3" Flare Stack Trailers
431
 
FL020 4" Flare Stack Trailer 12BWC019
432
 
FL022 4" Flare Stack Trailer 12BWD020
438
 
FL015 4" Double Flare Stack Trailer BWC023
443
 
FL021 4" Double Flare Stack Trailer BW12E024
448
 
FL003 8' x 83" Trailer Frame #7467
449
 
FL001 8' x 83" Trailer Frame #7468
454
 
FL018 4" Flare Stack Trailer 12BWE025
455
 
FL026 4" Flare Trailer 12BWF 0029
457
 
FL029 4" Flare Stack Trailer 12BWF030
461
 
FL002 8x83 Trailer Frame #7683
462
 
FL005 8x83 Trailer Frame #7684
463
 
FL006 8x83 Trailer Frame #7685
464
 
FL004 8' x 83" Trailer Frame #7686
466
 
FL017 12 Texoma Double Flare #F974
471
 
FL028 Double Flare Trailer#309Z3
474
 
FL007 8x83 Trailer Frame #7977
475
 
FL010 8x83 Trailer Frame #7978
476
 
FL016 8' x 83" Trailer Frame #7979
477
 
FL008 8' x 83" Trailer Frame #7980
478
 
FL019 8' x 83" Trailer Frame #7981
479
 
FL025 8' x 83" Trailer Frame 7982
480
 
8x83 Trailer Frame #7983
481
 
FL009 8' x 83" Trailer Frame #7984


-37-


488
 
FL027 Double Flare Trailer #93Z4
492
 
FL024 Load Trail 40' #6239
687
 
FL030 4" Flare with Hydraulic lift trailer
799
 
FL023 4-40' Flare Stack Bumper (8912)
 
 
 
Group: Frac Tank
 
 
 
16
 
FB001 Frac Tank
17
 
FB002 Frac Tank
18
 
FB003 Frac Tank
19
 
FB004 Frac Tank
20
 
FB005 Frac Tank
21
 
FB006 Frac Tank
22
 
FB007 Frac Tank
110
 
FB008 Frac Tank
111
 
FB009 Frac Tank
112
 
FB010 Frac Tank
113
 
FB011 Frac Tank
114
 
FB012 Frac Tank
115
 
FB013 Frac Tank
116
 
FB014 Frac Tank
117
 
FB015 Frac Tank
118
 
FB016 Frac Tank
119
 
FB017 Frac Tank
120
 
FB018 Frac Tank
178
 
FB019 Frac Tank
179
 
FB020 Frac Tank
180
 
FB021 Frac Tank
181
 
FB022 Frac Tank
187
 
FB023 Frac Tank
188
 
FB024 Frac Tank
189
 
FB025 Frac Tank
190
 
FB026 Frac Tank
191
 
FB027 Frac Tank
192
 
FB028 Frac Tank
193
 
FB029 Frac Tank
194
 
FB030 Frac Tank
219
 
FB031 Frac Tank
220
 
FB032 Frac Tank
221
 
FB033 Frac Tank
222
 
FB034 Frac Tank
223
 
FB035 Frac Tank
224
 
FB036 Frac Tank
225
 
FB037 Frac Tank
226
 
FB038 Frac Tank


-38-


227
 
FB039 Frac Tank
228
 
FB040 Frac Tank
229
 
FB041 Frac Tank
230
 
FB042 Frac Tank
231
 
FB043 Frac Tank
232
 
FB044 Frac Tank
233
 
FB045 Frac Tank
234
 
FB046 Frac Tank
235
 
FB047 Frac Tank
236
 
FB048 Frac Tank
237
 
FB049 Frac Tank
238
 
FB050 Frac Tank
239
 
FB051 Frac Tank
240
 
FB052 Frac Tank
241
 
FB053 Frac Tank
242
 
FB054 Frac Tank
243
 
FB055 Frac Tank
244
 
FB056 Frac Tank
245
 
FB057 Frac Tank
299
 
FB058 Frac Tank
300
 
FB059 Frac Tank
301
 
FB060 Frac Tank
302
 
FB061 Frac Tank
303
 
FB062 Frac Tank
304
 
FB063 Frac Tank
305
 
FB064 Frac Tank
306
 
FB065 Frac Tank
307
 
FB066 Frac Tank
308
 
FB067 Frac Tank
309
 
FB068 Frac Tank
310
 
FB069 Frac Tank
311
 
FB070 Frac Tank
312
 
FB071 Frac Tank
313
 
FB072 Frac Tank
314
 
FB073 Frac Tank
315
 
FB074 Frac Tank
316
 
FB075 Frac Tank
317
 
FB076 Frac Tank
541
 
FB077-082 Frac Tanks (6)
542
 
FB083-088 Frac Tanks (6)
543
 
FB089-094 Frac Tanks (6)
544
 
FB095-096 Frac Tanks (2)
545
 
FB097-100 Frac Tanks (4)
546
 
FB101-103 Frac Tanks (3)
547
 
FB104-105 Frac Tanks (2)
548
 
FB106-107 Frac Tanks (2)


-39-


549
 
FB108-110 Frac Tanks (3)
726
 
FB111 8010 Frac Tank 47'
727
 
FB112 8011 Frac Tank 47'
728
 
FB113 8012 47' Frac Tank w/Back platform
729
 
FB114 8013 47' Frac Tank w/back platform
730
 
FB115 8014 47' Frac Tank w/back platform
731
 
FB116 8015 47' Frac Tank w/back platform
732
 
FB117 8016 47' Frac Tank w/back platform
733
 
FB118 8017 47' Frac Tank w/back platfrom
734
 
FB119 8018 47' Frack Tank w/back platfrom
735
 
FB120 8019 47' Frac Tank w/back platfrom
769
 
FB121 47' Frac Tank with back platform
800
 
FB122 Frac Tank
845
 
FB123 500 BBL Frac Tank AL5162
846
 
FB124 500 BBL Frac Tank AL5163
847
 
FB125 500 BBL Frac Tank AL5164
848
 
FB 126 500 BBL Frac Tank AL5159
849
 
4 - 500 BBL Frac Tanks
850
 
FB127-131 5 - 500 BBL Frac Tank AL5170-5174
851
 
5 - 500 BBL Frac Tanks
 
 
 
 
 
 
Group: Line Heaters
 
 
 
624
 
LH004 Line Heater
625
 
LH007 Line Heater
651
 
LH010 BE 600 Line Heater
652
 
LH016 BE 602 Line Heater
653
 
LH013 1 Million Reboiler 10 Line Heater
654
 
LH014 1 Million Reboiler 10K Line Heater
660
 
LH012 1MM BTU Line heater w./coils choke
661
 
LH002 5MM BTU Line heater coils choke
662
 
LH015 409 1.5M 10K
664
 
LH008 VIN BE-614 Line Heater
665
 
LH019 VIN BE-619 Line Heater
736
 
LH011 Be-622 1MM BTU Line Heater
737
 
LH017 BE-624 1.5MM BTU Line Heater
746
 
LH017 BE-635 1.5MM BTU Line Heater
747
 
LH005 BE-633 1MM BTU Line Heater
756
 
LH016 1994 Sivalls 4.5 Mill DTU LH
757
 
LH018 2011 C&W 48"x10' 1 MILL BTU LH
772
 
LH020-021 1.5MM BTU Line Heaters
773
 
LH022-023 1.5MM BTU Line Heaters
775
 
LH024 1.5MM BTU Line Heaters
798
 
LH025 1.5MM BTU Line Heaters


-40-


854
 
LH026 1.5 MBTU Line Heater w/6000PSI coil
855
 
LH027 1.5 MBTU LH w/6000 PSI Coil #25700
 
 
 
 
 
 
Group: Machinery & Equipment
 
 
 
25
 
Iron
26
 
Welder
27
 
TR147 Steamer
28
 
TR167 Steamer
30
 
Winch
31
 
JD Backhoe
32
 
Equip Pipe-Iron
33
 
Scale
34
 
Post Hole Diggers
35
 
Roustabout Boxes
36
 
99 Bobcat
37
 
310 5G Backhoe
38
 
JD Backhoe, Auger, Trailer
39
 
Generator
40
 
Mower
41
 
Equipment
42
 
Appliances
43
 
Pipe/Iron
44
 
Equipment
45
 
TR111 Steamer
46
 
Containers
47
 
Chokes/Flanges
48
 
Light Plant
49
 
Valves
50
 
Iron Test Pump
51
 
Pump for Wells
52
 
TR015 Steamer
53
 
Welder
72
 
Equipment
73
 
Skidsteer
74
 
Sooner Oilfield Equipment
75
 
185 New Holland
195
 
Welder
197
 
Winches
198
 
Air Compressor
199
 
S175 Bobcat 525219976
200
 
Tool Boxes
201
 
Engine/Winch Truck
202
 
S250 Bobcat


-41-


203
 
Cat Forklift
204
 
Kohler Bobcat
206
d
06 S250 Skid Steer with trailer
207
 
Lincoln 250 Welder
208
 
Bobcat Weights
210
d
4 Light Towers (also see Asset #518)
290
 
(10) 2 Way Radios
291
 
Ferris Riding Mower
292
 
Exmark Riding Mower
293
 
Exmark Walk Behind Mower
294
 
Finn 175 Hydroseeder
295
 
Welder
296
 
Misc Tools
297
d
(4) Terex Light Towers
298
 
Welder/Generator
518
d
Sales tax on Light Towers (asset #210)
519
d
2007 New Holland Skid Steer
520
 
2 Air Compressors
521
 
48" Rail Pallet Fork (stock #65879)
522
 
Hotsy 1075SSE Hot Water Pressure Washer
523
 
Hotsy Steamer
524
 
Winch--65 WM 65,000 Gear Drive Assy#80928001
526
 
New Gehl Forklift #1802 (asset #209 traded in
527
 
Paint Booth--Ohio
528
 
Poly Pipe Fusion Machine
550
d
Plug Catcher Dual 3" 1502 Gear Op
611
 
BE-U1239 NB 223 Horizontal Separator
612
 
BE-U1245 NB 229 Horizontal Separator
613
 
BE-U1246 NB 230 Horizontal Separator
614
 
BE-U1250 NB 234
615
 
BE-U1252 NB 236 Horizontal Separator
616
 
BE-U1253 NB 237 Horizontal Separator
618
 
4 Wacker Neuson 3 inch trash pumps
620
 
BE-U1295 Horizontal Separator (scrubber pot)
628
 
BE-U1352 NB 331 Horizontal Separator
629
 
BE-U1353 NB 332 Horizontal Separator
630
 
BE-U1388 Horizontal Separator
631
 
BE-U1392 Horizontal Separator
633
 
BE-U1390 NB369 Horizontal Separator
634
 
BE-U1391 NB370 Horizontal Separator
635
 
BE-U1393 NB 372 Horizontal Separator
636
 
BE-U1394 NB 373 Horizontal Separator
637
 
BE-U1385 NB 374 Horizontal Separator
638
 
BE-U1409 NB388 Horizontal Separator
640
 
Parts to install flow cross invoice 269
641
 
Flow Cross FC001


-42-


642
 
Diesel Powered Hydraulic Unit
643
 
VN 81-A-D-5493-OA-2 15' Separator
647
 
Flow Cross FC002
648
 
Flow Cross FC003
663
 
3 PT3H Pump 3inch trash pumps diesel wacher n
666
 
Rion Hot Air Welder
669
 
VIN 10304-27 NB 1182 3 phase test Separator
738
 
4 new completed Frac Stand Sets painted (ND)
739
 
4 custom frac stand canvas tarps (ND)
740
 
0379 Wacker Centrif Trash Pump Dies Eng 3
741
 
0380 Wacker Centrif Trash Pump dies eng 3"
742
 
3582 Wacker Centrif Trash Pump dies Eng 3"
743
 
6 new complete frac stand sets painted (ND)
744
 
6 custom frac stand canvas tarps (ND)
745
 
6 frac stand bridges (addtn to original--ND)
748
 
5000 Series Flowmore Methanal Pump
749
 
Filter Tank and Trailer FU003/004
761
 
1224 THD Mach
762
 
1224 2-1/2-4" THD Dies
763
 
TR068 0275 Doonan 48" Dropdeck
770
 
29 HP Lawn Mower
774
 
Used IceOMatic Ice Machine
853
 
Threading Machine, Pipe Threading Head
856
 
24LP 250# Vert Separator w/ control
879
 
New Holland Skid Steer (asset 206 traded in)
880
 
New Holland Skid Steer(asset 519 traded in)
884
 
Flow Measurement System Control
 
 
 
Group: Manifolds
 
 
 
566
 
MD001-002 2--1502 Valve Choke Manifolds
567
 
MD003-007 Plug Valve Manifolds
572
 
MD008-017 10 Manifold Skids & 10 Manifolds
597
 
MD018-027 10 5-V 2x2 Manifolds
750
 
MD028-029 2x2 Plug Valve Manifold Adj choke
759
 
MD030-031 2x2 Plug Valve Manifold Adj choke
760
 
MD032 2x2 P)lug Valve Manifold Adj Choke
771
 
MD0037,43,45 Choke Man 9 valve 2x2 dual adj
 
 
 
Group: Miscellaneous
 
 
 
23
 
Equip Cotton Gin
 
 
 
Group: Office Furniture & Equip
 
 
 


-43-


14
 
Furniture
15
 
Computer
77
 
Computer
78
 
Printer
79
 
Office Equipment
80
 
Refrigerator
262
 
Fax/Copy Machine
263
 
Desk
264
 
Desk, Chair, Credenza etc
318
 
Computer
319
 
Office Refrigerator
320
 
QuickBooks Enterprise
321
 
Computers
369
 
2 Desks, Hutch, Chair (KF)
370
 
2 Desks, 2 Hutch, Return, File Chair (E)
371
 
Computer
372
 
Server
373
 
L Workstation (E)
374
 
Vostro 1540 BTX Laptop
375
 
HP OJ8600 Printer
376
 
2 Vostro 260 Desktops
377
 
Laptop (R Belcher)
378
 
Macbook Pro, Office, Neoprene Sleeve (Wes)
379
 
Dell Mini Projector
380
 
Office Furniture
381
 
HP OJ Prop Printer, Chair
382
 
2 HP desktops, Micro Off, Epson Projector
383
 
2 Gold Derrick Lamps
384
 
Desk, File cabinet, Credenza, Hutch
385
 
2 Inspiron 15R Laptops
386
 
3 desks, 3 files, 1 writing, 1 conf table
387
 
Office Furniture (corp office)
388
 
Office Chair
389
 
Office Chair
390
 
Inspiron Laptop
391
 
Chairs, Desk, Conf. Table, Cabinet
392
 
Computer (Michael Scott)
393
 
Vostro Laptop (Layne Edwards)
394
 
Vostro Laptop (Michael Scott)
395
 
HP 8600 Printer (Justin's off)
396
 
Software
397
 
Telephone System
683
 
MAC Laptop
684
 
Vostro 270S
685
 
Apple wi-fi keyboard, 2 HP 5520E printers, Ip
686
 
Monitor for PC


-44-


688
 
Mac Mini
689
 
8 Black Executive Chairs-Conf Room
690
 
Panasonic 14" notebook (Chad Kelly)
691
 
Used HON 60" filing cabinet
692
 
HP Mobile Printer and Cable (ext warr)
693
 
18 cu ft top mount refrigerator (Jet Yard(
694
 
Refrigerator and Blinds
695
 
Printer/Scanner
696
 
Office furniture for Jet Yard
697
 
Dell E Series E1113H 21.5" monitor
698
 
Adobe Acrobat X! and Vostro V270 Desktop
699
 
Microsoft Office 2010
700
 
for Brian Austin
701
 
Furniture for Jet Yard
702
 
Furniture for Jet Yard
869
 
Rent House Furniture
870
 
Rent House Furniture
871
 
Orien 260 Ice Machine
872
 
Desk
873
 
Lenovo Touch Laptop
874
 
Desks
875
 
Panasonic 14" Notebook
876
 
Global 9300P Lateral File
877
 
2 Computers/2 Ipads
878
d
Global 9300P Lateral File 5
885
 
Desk for Whitney
891
 
2 MacBooks, 2 Ipads;2 Macs
892
 
Dell M115 Projector
893
 
Global 9300P Lateral File 5
 
 
 
Group: Pipes and Valves
 
 
 
132
 
Pipes, Valves & Equipment`
133
 
Pipe, Valves & Equipment
134
 
Pipe, Valves & Equipment
135
 
Pipe, Valves & Equipment
136
 
Pipe, Valves & Equipment
137
 
Pipe, Valves & Equipment
138
 
Pipe, Valves & Equipment
139
 
Pipe, Valves & Equipment
140
 
Pipe, Valves & Equipment
141
 
Pipe, Valves & Equipment
142
 
Pipe, Valves & Equipment
143
 
Pipe, Valves & Equipment
211
 
Pipe, Valve & Iron


-45-


212
 
Pipe, Valve & Iron
213
 
Pipe, Valve & Iron
214
 
Pipe, Valve & Iron
215
 
Pipe, Valve & Iron
216
 
Pipe, Valve & Iron
217
 
Pipe, Valve & Iron
218
 
Pipe, Valve & Iron
364
 
Pipe, Valves & Equipment
365
 
Pipe, Valves & Equipment
366
 
Pipe, Valves & Equipment
367
 
Pipe, Valves & Equipment
529
 
Pipes, Valves & Iron
530
 
Pipes, Valves & Iron
531
 
Pipes, Valves & Iron
532
 
Pipes, Valves & Iron
533
 
Pipes, Valves & Iron
534
 
Pipes, Valves & Iron
535
 
Pipes, Valves & Iron
536
 
Pipes, Valves & Iron
537
 
Pipes, Valves & Iron
538
 
Pipes, Valves & Iron
539
 
Pipes, Valves & Iron
540
 
Pipes, Valves & Iron
554
 
VIN 007759-22 3 Phase Separator
555
 
VIN 007759-24 3 Phase Separator
573
 
Rebuilt Natl Gas Unit Ser# EL8B75103-02
574
 
VIN 96-610 1996 hanover Separator
581
 
SN 7759-2 Sand Separator
582
 
SN 7759-13 San Separator
583
 
SN 7759-12 Sand Separator
584
 
SN 7759-16 Sand Separator
585
 
SN 7759-8 Sand Separator
586
 
SN 7759-9 Sand Separator
587
 
SN 7759-10 Sand Separator
588
 
SN 7759-11 Sand Separator
591
 
VIN 007759-3 3 Phase Separator reconditioned
592
 
VIN 07759-5 3 Phase Separator Reconditioned
593
 
VIN 07759-18 3 Phase Separator Reconditioned
594
 
VIN 07759-15 3 Phase Separator Reconditioned
595
 
VIN 21011-159 3 Phase Separator
596
 
VIN 21011-157 3 Phase Separator
764
 
Pipes and Valves
765
 
Pipes and Valves
766
 
Pipes and Valves
767
 
Pipes and Valves
768
 
Pipes and Valves


-46-


801
 
Pipes and Valves
802
 
Pipes and Valves
804
 
Pipes and Valves
805
 
Pipes and Valves
807
 
Pipes and Valves
808
 
Pipes and Valves
809
 
Pipes and Valves
810
 
Pipes and Valves
811
 
Pipes and Valves
812
 
Pipes and Valves
815
 
Pipes and Valves
816
 
Pipes and Valves
817
 
Pipes and Valves
818
 
Pipes and Valves
819
 
Pipes and Valves
820
 
Pipes and Valves
821
 
Pipes and Valves
822
 
Pipes and Valves
823
 
Pipes and Valves
824
 
Pipes and Valves
825
 
Pipes and Valves
826
 
Pipes and Valves
827
 
Pipes and Valves
829
 
Pipes and Valves
830
 
Pipes and Valves
831
 
Pipes and Valves
832
 
Pipes and Valves
833
 
Pipes and Valves
834
 
Pipes and Valves
835
 
Pipes and Valves
836
 
Pipes and Valves
857
 
Pipes and Valve
858
 
Pipes and Valves
859
 
Pipes and Valves
860
 
Pipes and Valves
861
 
Pipes and Valves
862
 
Pipes and Valves
863
 
Pipes and Valves
866
 
Pipes and Valves
867
 
Pipes and Valves
868
 
Pipes and Valves
886
 
Pipes and Valves
887
 
Pipes and Valves
888
 
Pipes and Valves
889
 
Pipes and Valves
890
 
Pipes and Valves


-47-


894
 
Pipes and Valves
895
 
Pipes and Valves
896
 
Pipes and Valves
897
 
Pipes and Valves
898
 
Pipes and Valves
899
 
Pipes and Valves
900
 
Pipes and Valves
901
d
VIN 21011-157 3 Phase Separator
902
d
VIN 21011-159 3 Phase Separator
903
d
SN 7759-2 Sand Separator
904
 
Pipes and Valves
 
 
 
Group: Plug Catchers
 
 
 
553
 
PC001 Plug Catcher Manifold
559
 
PC002 Plug Catcher Manifold
560
 
PC003 Plug Catcher Manifold
561
 
PC004 Plug Catcher Manifold
562
 
PC005 Plug Catcher Manifold
563
 
PC006 Plug Catcher Manifold
564
 
PC007 Plug Catcher Manifold
570
 
PC008 Plug Catcher Manifold
571
 
PC009 Plug Catcher Manifold
580
 
PC010 Plug Catcher
603
 
PC011 Plug Catcher Manifold
607
 
PC012 Plug Catcher Manifold
608
 
PC013 Plug Catcher Manifold
610
 
PC014 Plug Catcher Manifold
617
 
PC015 Plug Catcher Manifold
619
 
PC016 Plug Catcher Manifold
622
 
PC017 Flow Valve
623
 
PC018 Plug Catcher Manifold
644
 
PC019 Plug Catcher Manifold
645
 
PC020 Plug Catcher Manifold
646
 
PC021 Plug Catcher Manifold
649
 
PC022 Plug Catcher Manifold
650
 
PC023 Plug Catcher Manifold
656
 
PC024 Plug Catcher Manifold
657
 
PC024 Plug Catcher Manifold
658
 
PC026 Plug Catcher Manifold
659
 
PC027 Plug Catcher Manifold
670
 
PC028 Plug Catcher
758
 
PC029 3x2 Gear Operated Plug Catcher
 
 
 
 
 
 


-48-


Group: Production Units
 
 
 
121
 
Production Unit
122
 
Production Unit
123
 
Production Unit
124
 
Production Unit
125
 
Production Unit
126
 
Production Unit
127
 
Production Unit
128
 
Production Unit
129
 
Production Unit
130
 
Production Unit
131
 
Production Unit
246
 
Production Unit
247
 
Production Unit
248
 
Production Unit
249
 
Production Unit
250
 
Production Unit
251
 
Production Unit
252
 
Production Unit
253
 
Production Unit
254
 
Production Unit
255
 
Production Unit
256
 
Production Unit
257
 
Production Unit
258
 
Production Unit
259
 
Production Unit
260
 
Production Unit
322
 
Production Unit
671
 
3 Combo Production Units 24" vessel
672
 
3 Units w/o trailer cost
673
 
3 Units w/o trailer cost
674
 
3 units w/o trailer cost
675
 
3 Units w/o trailer cost
676
 
3 Units w/o trailer cost
677
 
3 units w/o trailer cost
678
 
3 units w/o trailer cost
679
 
Production Test Units H143 & H142
680
 
3 Phase Separator with Manway
681
 
3 Phase Separator with Manway
704
 
48"x20' x1440 3 Phase Horiz Sep
705
 
SN#Bro7-297 H261 36" x 10'x1440
706
 
42"x15'x1140 Horiz 3 Phase with Man Way Sep
707
 
Recond 42" ODx10'x1440 Horiz 3 Phase Sep
708
 
36ID"x 15'x1440psi H 3PH Separator
709
 
(16) 36x10 Units@ $8500/unit


-49-


710
 
(5) 30x10 Units @ $8,400/unit
711
 
48"x10'x1140 3 Phase Separator
712
 
48"x10'x1440 3 phase separator
779
 
6x20 125 PSI FWKO w/stand acc
780
 
6x20 125PSI Free Water Knockout
905
 
5-36"x10' OIF-006/OIF-010
 
 
 
 
 
 
Group: Sand Separators
 
 
 
453
 
SS051 Sand Trap Trailer #5000
556
 
SS040 5000 PSI SSeparator w/trailer & Lift
557
 
SS047 5000 PSI Sand Separator on L-Skid
568
 
SS001 Sand Separator
569
 
SS002 Sand Separator
575
 
SS003 Sand Separator
576
 
SS004 Sand Separator
577
 
SS005 Sand Separator
578
 
SS006 Sand Separator
589
 
SS007 Sand Separator
590
 
SS008 Sand Separator
599
 
SS009 Sand Separator
600
 
SS010 Sand Separator
601
 
SS011 Sand Separator
602
 
SS012 Separator
655
 
SS027 VIN T-1C86301-02 Vertical Separator
667
 
SS025 VIN Be-U1442 Vertical SS on skid
668
 
SS026 VIN BE-U1443 Vertical SS on skid


-50-



Group: Trailers
 
 
 
55
 
TR098 Gooseneck Trailer
56
 
Travel Trailer
57
 
TR011 Trailer
61
 
TR012 16' Flatbed
62
 
TR013 12' Tandem
63
 
TR021 Trailer
64
 
TR022 Bed & Trailer
65
 
TR023 Trailer
66
 
TR024 Trailer
67
 
Camper
68
 
TR039 Flatbed Trailer
69
 
TR044 Trailer
81
 
TR116 Flowiron Trailer
82
 
Hayes Welding Trailer
83
 
TR130 Orange Gooseneck
84
 
TR045 Tandem Axle Trailer
85
 
TR047 Trailer
86
 
TR049 Holli Speed Trailer
87
 
TR127 40' Trailer
88
 
TR091 10' Trailer
89
 
Water Trailer
90
 
TR139 Carhauler
91
 
TR146 Trailer
146
 
TR148 7 x 16' Trailer #9256
148
 
TR160 28' Triple Axle #7461
149
 
TR025 28' Triple Axle #7596
150
 
18' x 77" #0463
151
 
TR051 28' Triple Axle #7595
152
 
TR150 30' Road Boss #2525
153
 
TR030 28' Triple Axle #7906
154
 
TR028 28' Triple Axle #7911
155
 
TR165 16' #6436
156
 
TR121 28; Triple #7909
157
 
TR168 JC/s Trailer #34066
159
 
TR164 83 x 20 #4066
160
 
TR029 28' Triple #8709
323
 
34' 2005 Chateau Trailer
324
 
TR166 16" Tandem Utility Trailer
325
 
TR089 16' Tandem Box Trailer
328
 
TR061 28' Triple Axle #7618
329
 
Enclosed Trailer
330
 
TR169 Skid Steer Trailer


-51-


331
 
18' x 77" #0464
332
 
18' x 77" #0465
333
 
18' x 77" #0466
334
 
(2) Mowing Equipment Trailer
335
 
TR081 28' Triple Axle #7907
336
 
TR080 28' Triple Axle #7908
337
 
TR112 '05 CM Trailer
338
 
TR003 28' Triple #7910
339
 
Dunlap Trailer
340
 
TR014 28' Triple #8710
341
 
TR073 28' Triple #8711
342
 
TR101 83 x 24 #8109
343
 
TR097 83 x 24 #7457
344
 
TR128 83 x 24 #7458
345
 
TR100 83 x 24 #7744
346
 
TR099 32' Gooseneck #4069
347
 
TR054 28' Triple #9204
348
 
TR038 28' Triple #9203
349
 
TR018 28' Triple #9202
350
 
TR126 Circle L Trailer
351
 
TR017 28' Triple #9206
352
 
TR006 28' Triple #9205
353
 
TR125 28" Triple #9207
354
 
TR105 24' Lowboy #4115
355
 
TR007 28' Triple #9208
356
 
TR060 28' Triple #9209
357
 
TR131 28' Triple #9210
358
 
TR056 28" Triple #9211
359
 
TR084 32' Gooseneck #9506
360
 
TR088 Lark 7 x 14 #3309
398
 
TR107 28' Gooseneck Triple Axle #9691
399
 
TR090 28' Gooseneck Triple Axle #9692
400
 
TR082 16' Gooseneck Tandem Axle #9697
401
 
TR149 24' Car Hauler #3636
403
 
TR096 40 x 102 Dovetail #4004
404
 
TR020 28' Gooseneck Triple Axle #9693
405
 
TR040 28' Gooseneck Triple Axle #9694
406
 
TR065 16' Gooseneck Tandem Axle #9698
407
 
TR119 28' Gooseneck Triple Axle #9695
408
 
TR009 28' Gooseneck Triple Axle #9696
411
 
TR070-071 Monorail Iron Trailers
412
 
TR115 32' Gooseneck Trailer
413
 
TR103 Lamar 83x24 Stock #63848
414
 
TR104 2012 Lamar 83x24 CH Stock #64783
415
 
TR138 83x20 Gooseneck Trailers #5408
416
 
TR136 83x20 Gooseneck Trailer #5409


-52-


417
 
TR134 Trailmaster 2012 #9903
418
 
TR076 Trailmaster 2012 #9904
419
 
TR004 Trailmaster 2012 #9905
420
 
TR122 Maxey 20x83 Trailer #2700
421
 
TR02 Maxey 20x83 Trailer New #2699
422
 
TR085 T30' Gooseneck Dovetail Trailer
424
 
Double Stack Flare Trailer BWC015
425
 
TR170 2008 Interstate Cargo Trailers #3957
426
 
TR055 28' Lowboy Horsecreek #7052
427
 
TR032 28' Lowboy Horsecreek #7051
428
 
TR129 28' Lowboy Trailmaster #0094
429
 
TR140 28' Lowboy Trailmaster #0096
430
 
TR118 28' Lowboy Trailmaster #0095
433
 
TR078 28' Lowboy Triple Axle 27114
434
 
TR008 28' Lowboy Triple Axle 27115
435
 
TR109 28' Lowboy #7247
436
 
28' Lowboy #7248
437
 
TR110 28' Lowboy #7249
439
 
Cargomate 7' #5260
440
 
TR016 28' Lowboy Triple Axle #7311
441
 
TR036 28' Lowboy Triple Axle #7312
442
 
TR019 28' Lowboy Triple Axle #7313
444
 
TR132 28' Lowboy Triple Axle #7355
445
 
TR117 28' Lowboy Triple Axle
446
 
TR123 28' Lowboy Triple Axle :37357
447
 
TR094 14' x 83" Heavy Hauler #7469
450
 
TR053 28' Lowboy #7477
451
 
TR002 28' Lowboy #7478
452
 
TR026 28' Lowboy #7479
456
 
TR027 28' Lowboy #7480
458
 
CORP Smoker/Cooker Trailer #7727
459
 
24x83 Heavy Hauler #4192
460
 
TR067 16' Gooseneck #7687
465
 
TR064 20x8 Dump Trailer #0482
467
 
TR113 Gooseneck Trailer #5247
468
 
TR114 Gooseneck 40' #8972
469
 
TR066 Unknown #7813
470
 
TR087 20' x 83" Big Tex Utility #3970
472
 
2004 Travel Trailer #2320
473
 
TR001 28' Triple Axle Trailer #7968
482
 
TR033 28' Gooseneck #7967
483
 
TR031 28' Gooseneck #7969
484
 
TR133 28' Gooseneck #7970
485
 
TR035 28' Triple Axle Trailer #7971
486
 
TR077 28' Triple Axle Trailer #7972
487
 
TR074 28' Triple Axle Trailer #7973


-53-


489
 
TR037 28' Triple Axle Trailer #7974
490
 
TR005 28' Triple Axle Trailer #7975
491
 
TR034 28' Triple Axle Trailer #7976
713
 
TR053 8210 28' triple axle gooseneck
714
 
TR059 8211 28' triple axle gooseneck
715
 
TR124 8212 28' triple axle gooseneck
716
 
TR106 9945 2013 Big Tex Trailer 33'
717
 
TR137 8213 28' Triple Axle Gooseneck
718
 
TR010 8214 28' Triple Axle Gooseneck
719
 
TR092 8215 28' Triple Axle Gooseneck
720
 
TR069 0560 PH 41' Drop deck Triple 16K Axle
782
 
TR155 8786 28' Gooseneck Trailer
783
 
TR157 8787 28' Gooseneck Trailer
784
 
TR159 8788 28' Gooseneck Trailer
785
 
TR171 8879 28' Riple 7K Axle Gooseneck
786
 
TR163 8880 28' Riple 7K Axle Gooseneck
787
 
TR046 1934 2013 Pequea Trailer
788
 
TR048 1935 2013 Pequa Trailer
789
 
TR043 1933 2013 Pequea Trailer
790
 
TR154 8940 28' Triple 7K Axle Gooseneck
791
 
TR161 8939 28' Triple 7K Axles Gooseneck
837
 
TR135 28' Triple 7K Axle #8941
838
 
TR156 28' Triple 7K Axle #9008
839
 
TR162 28'Triple 7K Axle #9009
840
 
TR158 28' Triple 7k Axle #9010
841
 
Keyston Cougar 5th Wheel
842
 
TR153 28' Triple 7K Axle #9011
843
 
TR15228' Triple 7K Axle #9012
 
 
 
 
 
 
Group: Vehicles
 
 
 
2
 
TK053 2007 Dodge 1 Ton 3500 4x4
4
 
Truck Bed Roustabout
7
 
Ranch Hand Bumper
8
 
Grill Guard
92
 
Semi Truck
95
 
CK Steel Building LP
96
 
Semi Truck
98
 
95 Marmon Truck
99
 
TK045 '10 Chevy Crew Cab #6735
100
 
TK017 '05 Ford F250 #2228
102
 
TK009 '11 Ford F350 #1032
103
 
Bumper Grillguard
104
 
High Caliber Equipment


-54-


105
 
Ford 1 Ton High Caliber
106
 
Ford 1 Ton Paint Job
108
 
TK051 '11 Ford F450 #4794
109
 
TK021 '11 Ford F550 #2063
145
 
06 Ford 250 #3057
163
 
Repairs for Truck
164
 
TK027 Mach/Winch Truck
166
 
TK001 2008 Chevy 1 Ton
168
 
TK008 2007 Ford F150 #1018
169
 
TK007 Ford F250 #8262
170
 
TK006 2009 Ford F250 #0544
172
 
TK049 2011 Chevy Silvarado #1457
173
 
TK024 2011 Ford F350 #8681
174
 
TK029 2011 Chevy Silverado #3189
175
 
TK057 2011 Chevy Silverado #0023
271
 
TK014 '06 Chevy SK1 4C #2913
273
 
TK054 11 Dodge 250 CW #5304
274
 
TK005 '06 GMC Sierra 1500 #8740
276
 
07 GMC Dump Truck #3770
277
 
07 Chevy 2500 #5944
278
 
TK040 '07 GMC 6500 Dump
280
 
TK015 '12 Ford F350 #4930
281
 
TK013 '12 Ford F350 #8015
284
 
TK020 '12 Ford F550 #2196
285
 
TK003 '12 Ford F450 #6012
286
 
TK034 '94 International 930 #7179
363
 
TK026 '11 Chevy #7730 - Harris
493
 
TK039 White Chevy Silverado #3392
494
 
TK041 1 Ton Truck #5492
495
 
TK042 2012 Chevy Truck #1233
496
 
TK016 Ford F250 Lariat #2102
497
d
Ford F250 4x4 Crew Cab SS SRW #6478
498
 
TK023 2012 GMC Sierra 1500 #4819
499
 
TK062 2012 GMC #9390
500
 
TK059 2012 GMC
501
 
2012 GMC #0003
502
 
TK060 2012 GMC Sierra 1500 #5878
503
 
TK031 Chevy Silverado 35 Pickup #2587
504
 
TK055 Dodge 3500 4x4 Crew Cab #7082
505
 
TK028 2012 Ford F250 #7090
506
 
2012 GMC Sierra 3500 #7674
507
 
TK036 2012 Chevy Truck #8699
508
 
TK037 GMC Sierra 1500 #0905
509
 
TK064 GMC Sierra 1500 #3324
510
 
TK030 2013 Chevy Silverado #4059
511
 
TK033 2012 Ford F250 #3303


-55-


512
 
TK048 1 Ton Truck #3024
513
 
TK056 2012 Dodge 3500 #5161
514
 
TK043 Silverado--#0648 Asset 362 traded in
516
 
TK067 Sierra 2500--Asset 515 traded in #1975
721
 
TK047 7836 2013 GMC Sierra 1500 (white)
722
 
TK052 2769 2013 Chev Silverado 35 (white)
723
 
TK035 2122 2013 GMC Sierra 3500
724
 
TK012 7539 2013 GMC Sierra 3500
725
 
TK038 5743 2013 GMC Sierra 1500
792
 
TK019 0045 2013 Dodge 3500 4x4 flatbed
793
 
TK066 9813 1988 Freightliner
794
 
MARKS 5666 203 GMC Sierra 2500
795
 
TK061 9162 2013 GMC Sierra 1500
796
 
TK063 2857 2013 GMC Sierra 1500
797
 
TK050 4273 2013 GMV Sierra
844
 
2014 GMC #1920
852
 
TK068 2014 GMC Sierra #6964
864
 
TK069 2014 GMC Sierra 1500 #3012
865
 
TK070 2014 GMC Sierra 1500 #2962
881
 
2014 GMC Sierra #2981
882
 
2014 GMC #7066
883
 
2013 Ford (Denton Jones) #7056
906
 
2014 GMC Sierra
907
 
2014 GMC

 


-56-



B.
 
Rod's Production Services
Equipment
27-3906703
FYE: 12/31/2014 Qtr: 3/31/2014
 
 
 
 
d
 
Asset
t
Property Description
 
 
 
Group: Buildings & Improvements
 
 
 
535
 
42x66214 Steel Building with 2:12 Pitched Roo
536
 
Electrical Service Install - Pleasanton, TX
537
 
Wood Floor for South Texas Yard Office
 
 
 
 
 
 
Group: Furniture & Office Equip
 
 
 
1
 
Lexmark Color Copier
2
 
Furniture
552
 
Cabinet
 
 
 
 
 
 
 
 
 
Group: Leasehold Improvements
 
 
 
538
 
Modular Mobile Office Bldg (OK Yard)
539
 
South TX Yard Improvements
540
 
Ohio Yard Improvements (Drainage & Level)
 
 
 
 
 
 


-57-



Group: Machinery & Equipment
 
 
 
63
 
Equipment H&L Trailer
64
 
Steamer Power Washer
65
 
RED Production Separator
66
 
RED 1440 Sand Separator
67
 
Manifold Assembly
68
 
(7) 3-Phase Horizontal Separators
69
 
Continental Sand Separator
70
 
Northstar Steamer Trailer
71
 
Frac Tank
72
 
Sand Separators (2)
73
 
600K BTU Heater
74
 
Honda Generator
75
 
Flat Bed Trailer
76
 
(3) 3000# Sand Separators
77
 
Five Valve 2"x2" Manifold
78
 
Forklift 10000# Telescopic
79
 
4 Mercer & Smith Discharge Bottles
80
 
30M PSI Test Pump Unit
81
 
(3) Five Valve 2"x2" Manifold
82
 
Wacker Centrifugal Trash Pump
83
 
Wacker Centrifugal Trash Pump
84
 
Wacker Centrifugal Trash Pump
85
 
John Deere 2210 w/Loader & Mower
86
 
4" 1002x2 1502 Trash Catcher
87
 
Five Valve 2"x2" Manifold
88
 
Five Valve 2"x2" Manifold
89
 
150000 BTU American Gas 20x10 3-Phase Separat
90
 
2008 Troxell Frac Tank
91
 
2008 Troxell Frac Tank
92
 
2006 Waterboy Frac Tank
93
 
2006 Waterboy Frac Tank
94
 
2006 Waterboy Frac Tank
95
 
2006 Waterboy Frac Tank
96
 
GEHL Backhoe Attachment
97
 
6.5 Cu Ft Sandblaster
98
 
(2) 5000# Sand Separators
99
 
(2) 3000# Sand Separators
101
 
1998 Holiday Rambler
102
 
Natco 82 1MM Gas Unit
103
 
1.5 MM BTU test Separator w/10K Coil
104
 
2004 Genie Light Tower Model TML400
105
 
2004 Genie Light Tower Model TML400


-58-


106
 
2004 Genie Light Tower Model TML400
107
 
2004 Genie Light Tower Model TML400
108
 
2004 Genie Light Tower Model TML400
109
 
Allmand Light Tower
110
 
Allmand Light Tower
111
 
Allmand Light Tower
112
 
2007 Open Top Tank
113
 
2007 Open Top Tank
114
 
100 Gallon Trail FX Fuel Tank w/pump
115
 
16'x10 1438 3-Phase Separator 750k BTU
116
 
24'x10 1440 3-Phase Separator 1.5mm BTU
117
 
Mid-Co 24'x10 1400 3-Phase Separator 1mm BTU
118
 
Reconditioned Horizontal Separator w/Skid
119
 
Honda 240cc Trash Pump w/hose & fittings
120
 
Five Valve 2"x2" Manifold
121
 
Val/Tex Grease Gun
122
 
4-Allmand Heaters with ducting bands & clamps
123
 
Honda 240cc Trash Pump w/hose & fittings
124
 
Natco 2mm BTU Production Unit
125
 
2x2 Five Valve Dual Adj Choke Manifold
126
 
24' 7 5000 CE Nataco Vertical Sand Separator
127
 
1 each 6000# Vessel and 1 each 9000# Vessel
128
 
Five Valve 2"x2" Manifold
129
 
I.R. Air Compressor & Hammer
130
 
John Deere 270
131
 
Allmand Light Tower
132
 
11-Allmand Heater
133
 
VRU Subassembly (5) 2x2 Plug Valves
134
 
24' 7 5000 CE Nataco Vertical Sand Separator
135
 
SB-34-18/18 Std Flame Arrestor for 2mm
136
 
VRU Subassembly (2) Target Choke Tees
137
 
VRU Subassembly (4) 1x2 Valves
138
 
VRU Subassembly (4) 1x2 Valves
139
 
36"x15' 1440 3-Phase Sand Separator
140
 
9-Allmand Heaters
141
 
VRU Subassembly Medium Pressure Compressor
142
 
48x15 1440 National 3-Phase Sand Separator
143
 
VRU Subassembly - Floring Piping/Fittings/
144
 
VRU Subassembly - Choke Bonnets/Fittings/
145
 
36"x10' 1986 3-Phase Sand Separator
146
 
HG12228 Lerio Natural Gas Screw Compressor
147
 
VRU Subassembly (Flow Pressure Measurement)
148
 
Wacker Mobile Generator 38KW/50KVA Deere Tier
149
 
Wacker Mobile Generator 38KW/50KVA Deere Tier
150
 
36"x10' 1440 3-Phase Sand Separator
151
 
Plug Catcher Manifold (3)


-59-


152
 
VRU Subassembly - Flowline Piping
153
 
6 - Allmand Heaters
154
 
Fuel Cell - 92 Gallons w/Quick Connect
155
 
2006 Chandler Frac Tank
156
 
2006 Chandler Frac Tank
157
 
2006 Troxel Frac Tank
158
 
2006 Waterboy Frac Tank
159
 
Water Filtration System
160
 
VRU Subassembly (Flow Pressure Measurement)
161
 
Power Washer & Trailer
162
 
Texas Transco Frac Tank 2006 Chandler
163
 
Texas Transco Frac Tank 2006 Troxel
164
 
Texas Transco Frac Tank 2006 Troxel
165
 
Texas Transco Frac Tank 2006 Troxel
166
 
Texas Transco Frac Tank 2006 Troxel
167
 
Texas Transco Frac Tank 2006 Troxel
168
 
Texas Transco Frac Tank 2006 Troxel
169
 
Texas Transco Frac Tank 2006 Troxel
170
 
Texas Transco Frac Tank 2006 Troxel
171
 
Texas Transco Frac Tank 2006 Troxel
172
 
Texas Transco Frac Tank 2006 Troxel
173
 
Texas Transco Frac Tank 2006 Troxel
174
 
Texas Transco Frac Tank 2006 Troxel
175
 
Texas Transco Frac Tank 2006 Waterboy
176
 
Texas Transco Frac Tank 2006 Waterboy
177
 
Five Valve 2"x2" Manifold
178
 
VRU Subassembly (Five Valve 2x2 Manifold)
179
 
VRU Subassembly (Five Valve 2x2 Manifold)
180
 
Five Valve 2"x2" Manifold
181
 
6 Used Sand Separators
182
 
HGS17178 Lerio Natural Gas Screw Compressor
183
 
Wacker Centrifugal Trash Pump
184
 
Wacker Centrifugal Trash Pump
185
 
Wacker Centrifugal Trash Pump
186
 
Wacker Centrifugal Trash Pump
187
 
Wacker Centrifugal Trash Pump
188
 
Wacker Centrifugal Trash Pump
189
 
Wacker Centrifugal Trash Pump
190
 
Wacker Centrifugal Trash Pump
191
 
Rocket 280 Pnuematic Grease Gun
192
 
36" Low Volume Flare
193
 
75 KW Generator
194
 
36"x10' 1986 3-Phase Natco Sand Separator
195
 
10 Up and Over Ramps for Field Services
196
 
2 Alamo Light Towers
197
 
Air Compressor 80 Gallon


-60-


198
 
16"x5' 1.5mm 6000# Raw Separator
199
 
1.5 mm Oncil Gas Unit
200
 
Kenwind 5000# Sand Separator
201
 
30" x 10' 1440 3-Phase Sand Separator
202
 
Skid Unit w/2 Horizontal Separators
203
d
Magna Max Generator on 28' O'Brien Trailer
204
 
Maximator Pump 30K
205
 
2"x2" 1502 Std Manifold w/Dual Check Valves
206
 
2" Flame Arrestor & Accessories
207
 
Wacker Centrifugal Trash Pump (2)
208
 
4x4 Backhoe
209
 
2005 I.R. 185 Air Compressor
210
 
2006 I.R. 185 Air Compressor
211
 
Wacker 20000 KW Light Tower
212
 
Wacker 20000 KW Light Tower
213
 
(3) Wacker 20000 KW Light Towers
214
 
Wacker 20000 KW Light Tower
215
 
Wacker 20000 KW Light Tower
216
 
(2) Wacker LTN 6L Light Towers
217
 
Wacker Centrifugal Trash Pump
218
 
Wacker Centrifugal Trash Pump
219
 
Wacker Centrifugal Trash Pump
220
 
Wacker Centrifugal Trash Pump
221
 
3 Phase Plug Catcher
222
 
Sivals Production w/New Coils
223
 
2-6'x18' Steel Cylinders
224
 
2002 CAT TH83 Telehandler
225
 
Pressure Washer w/Honda Engine
226
 
2004 CAT TH460B 9000# Fork Lift
227
 
VRU Sub-Assemblies (Knox Oilfield)
228
 
2-3" Crossovers 5-3" Choke Stems 5-2" Choke S
229
 
2" 1502 Flowline Various Lengths
230
 
3" 1502 Flowline Various Lengths
231
 
Interssol-Rand Air Compressor
232
 
Natco Sand Separator 20"x7'6"x6000#
233
 
Natco Sand Separator 24"x6'x7500 lb
234
 
Frac Tank
235
 
Frac Tank
236
 
Altair Multi Gas Detector
237
 
Wacker Centrifugal Trash Pump
238
 
10 Air Actuators for 2x2 Plug Valves
239
 
4-2" 1502 Crosses & 7 2" Trim Chokes
240
 
3 Phase Separator AF Industries
241
 
2006 Troxel Frac Tank
242
 
2006 Chandler Frac Tank
243
 
Pneumatic Grease Gun


-61-


244
 
Wacker 20K Generator
245
 
Wacker 20000 KW Light Tower
246
 
2007 Caterpillar 287B Trck Skid Steer
247
 
2 Frac Tanks
248
 
Wacker Light Towers (4)
249
 
2 Horizontal Lathes
250
 
1 Sand Separator 18"x12' ASME
251
 
3 Wacker Centrifugal Trash Pump
252
 
3 Wacker Centrifugal Trash Pump
253
 
30K Test Pump
254
 
2 Air Compressors w/Air X-Changers
255
 
6.5 CU FT Sandblaster w/Respirator System
256
 
Sivalls Coalescent Filter Separator 20"x80"
257
 
20"x7'6" Used Natco Separator
258
 
16"x7'6" Used Sivalls Separator
259
 
6 Wacker Centrifugal Trash Pumps
260
 
Maxim III DOT Peen Marking System
261
 
Maxim III DOT Peen Marking System
262
 
6 Wacker Centrifugal Trash Pumps
263
 
Electronic Flow Meter T/F 6213-x
264
 
Electronic Flow Meter T/F 6213-x
265
 
1440 3-Phase Separator 36" IDx10'
266
 
1440 3-Phase Separator 36" IDx10'
267
 
1440 3-Phase Separator 36" IDx10'
268
 
1440 3-Phase Separator 36" IDx10'
269
 
Wacker Centrifugal Trash Pump
270
 
Wacker Centrifugal Trash Pump
271
 
Honda 3" Trash Pump
272
 
8 H2 2" FL SS T/C Choke Seats
273
 
20K Chart Recorder
274
 
30K Test Pump
275
 
Production Unit Plumbing Components
276
 
Allmand Light Tower Pro 2
277
 
Rigid Brand Pipe Threader & Cutting Heads
278
 
Air Compressor 185 CFM
279
 
2005 Skytrak 10054
280
 
Wacker Generator
281
 
2013 Frac Tank
282
 
2013 Frac Tank
283
 
2013 Frac Tank
284
 
2013 Frac Tank
285
 
12 Thier Hatches installed on 4 Tanks
286
 
Capitalized Labor Frac Tank Completion
287
 
60' Flare mounted on gooseneck
288
 
60' Flare mounted on gooseneck
289
 
48" Skid-mounted Vacuum Tank System 840 Gallo


-62-


290
 
2 Used 5K Sand Separators
291
 
1 Used 6500 MAWP Line Heater w/750 BTU Burner
292
 
60' Flare mounted on gooseneck
293
 
60' Flare mounted on gooseneck
294
 
Capital Repair telehandler boom extension
295
 
Wacker Neuson Generator
296
 
Sky Track 10054 Telescopic Forklift
297
 
Q.S. 2000A-K Hydraulic Grease Gun
298
 
4 Scanner 2000 w/Manifold & Ther Well Comm.
299
 
Cameron Scanner 2000w/Manifold Cable
300
 
Cameron Nuflo Scanner 2000
301
 
2 Cameron Nuflo Scanners
302
 
Lorimer Portable 15K Pressure Test System
303
 
Pinnacle Mfg Frac Tank
545
 
40 Foot Storage Container
550
d
New Holland Skid Steer (old #591)
553
 
Rigid 300 Complete Machine
561
 
36x15x1440 H 3 ph sep
562
 
36x15x1440 H 3 ph sep
563
 
36x15x1420 H 3 ph sep
 
 
 
Group: Pipe and Fittings
 
 
 
304
 
TSI Pipe & Fittings
305
 
P&W Pipe and Fittings
306
 
TSI Pipe & Fittings
307
 
TSI Pipe & Fittings
308
 
P&W Pipe and Fittings
309
 
TSI Pipe & Fittings
310
 
P&W Pipe and Fittings
311
 
TSI Pipe & Fittings
312
 
P&W Pipe and Fittings
313
 
TSI Pipe & Fittings
314
 
P&W Pipe and Fittings
315
 
TSI Pipe & Fittings
316
 
TSI Pipe & Fittings
317
 
TSI Pipe & Fittings
318
 
9.19" Spacer 2" MxF
319
 
Crossover Assembly 3" 1502
320
 
Manifold 3" 1502 w/5 3x3 Valves
321
 
3" 1502 Flowline
322
 
Plug Catcher Manifold 4" Configuration
323
 
Plug Catcher Manifold 4" FIG
324
 
2" 1502 x 10' Flowline
325
 
2" 1502 Cushion EI's (20)


-63-


326
 
SMI 2x2 Plug Valve
327
 
1"x2" 1502 Plug Valve 15M STD
328
 
P&W Pipe and Fittings
329
 
1502 Adaptors/Choke Seats/Stems/Wrenches
330
 
2x2 Bulldog Plug Valves (10)
331
 
Flanges from Atlas Machine & Welding
332
 
2" 1502 Cushion EI's (100)
333
 
2x2 Bulldog Plug Valves (10)
334
 
(2) 2"x2" 1502 Plug Valves
335
 
40 1502 2" Cushion EIs/5 Crossovers/3 Flow Te
336
 
2" 1502 Relief Valve Set @15000 PSI
337
 
2" 1502 Relief Valve Set @15000 PSI
338
 
3" 1502 Flowline Various Length and Fittings
339
 
2" 1502 Flowline Various lengths & Fittings
340
 
1"x2" 1502 Plug Valve
341
 
Plug Catcher Manifold Integral 4" FIG
342
 
Plug Catcher Manifold Integral 4" FIG
343
 
2" 1502 Cushion EI's
344
 
6-3"x2" 1502, 3-2"x2" 1502 & 4'1x2 1502 Plug
345
 
2 9/16" x 2" Male Flange
346
 
1502 Crossover Assemblies 2" and 2" Spacers
347
 
5-Plug Valves 2x2 LT 1502 FM Std 15K
348
 
SMI 2" 1502 Duel Choke Manifold - Components
349
 
2x2 1502 Plug Valve w/2 Choke Valves
350
 
Plug Catcher Manifold Integral 4" FIG
351
 
4 2x2 Bulldog Plug Valves
352
 
5 Choke Tees/8 Choke Bonnets/5 ACLV Crosses
353
 
2x2 Plug Valves TSI Invoice
354
 
25 2x2 Plug Valves
355
 
Plug Catcher Manifold Integral 4" FIG
356
 
34 2x2 Plug Valves SVP
357
 
3" 1502 Flowline various lengths with fitting
358
 
2" 1502 Flowline Various lengths & Fittings
359
 
10 2" Inline Barrel Counters and 4 2" Inline
360
 
30K Test Pump
361
 
30 3" 1502 MxF 90 Elbows
362
 
30 3" 1502 MxF 90 Elbows
363
 
4 2" 1502 STD 15M Choke Tees
364
 
30K Test Pump
365
 
5 3"x3" 1502 STD 15M Valves
366
 
13 2x2 Plug Valves
367
 
2 Adjustable Chokes
368
 
1 1502 FMMM Cross w/ 9/16" AC
369
 
36 2x2 Bulldog Plug Valves
370
 
Kimray 4K Fail Close Dump Valve
371
 
15 2" 1502 2x2 Plug Valves


-64-


372
 
2 2x2 Air Actuated Plu Valves
373
 
2 Male Adapting Flanges
374
 
15 2x2 Bulldog Plug Valves
375
 
20 2" 1502 MxFx2o NPST Flowline
376
 
2 2x2 1502 FM Std Valves
377
 
2" Kimram Motor Valve EFG
378
 
2" Threaded Back Pressure Valve
379
 
4" 600RF Balon NACE FP Ball Valve
380
 
2 2" 1502 FM R/V Sets #'s L-458-4 and -7
381
 
Electronic Flow Meter T/F 6213-x Package
382
 
4-Kimray 4K Fail Close Dump Valves
383
 
Electronic Flow Meter T/F 6213
384
 
Electronic Flow Meter T/F 6213
385
 
Electronic Flow Meter T/F 6213
386
 
(6) 2"x2" 1502 Plug Valves
387
 
2 2x2 Air Actuated Plug Valves
388
 
1 2" Kimray 2150 SMT Setup with Motor Valve
389
 
8 Flame Arrestors
390
 
2" FMT 600RF Back Pressure Fail Closed Regula
391
 
2 1502 Std. Choke Tees 5"
392
 
30-Plug Valves 2" 2x2 VA0006
393
 
40-Chokes 2" 1502 Body Only
394
 
MX3 UT Tester
395
 
(7) HIgh Pressure Kills Systems
396
 
2 2" Kimray Piston Balanced Motor Valves
397
 
2 2" Kimray PB-Setups
398
 
2 3" LP Adjustable Chokes
399
 
Scanner 2000 Camera w/Hardware
400
 
4 2" Kimray Piston Balanced Motor Valves
401
 
2x2 Air Actuated Plug Valve
402
 
3 Electronic Flow Meters w/Solor Panels
403
 
1 RSH A 3000 Hydraulic Assist for 3 Valve Con
404
 
1 RSH A 4000 Hydraulic Assist for 3 Valve Con
405
 
3 T/C Choke Bean Sets EVEN Numbers
406
 
2 3" 1502 Hydraulic Choke Assy's MxF
407
 
3 2x2 1502 Std 15M Air Actuated Valves
408
 
2 EFT-2150 SMT PB 2" IV Motor Valves
409
 
10 2x2 Bulldog Plug Valves
410
 
6 CAC 4" Flame Arrestors
411
 
2 2x2 Air Actuated Plu Valves
412
 
6 2 7/8" Screens
413
 
Tee Assembly 4" FIG 1002 w/Plug Catcher
414
 
2 3x3 1502 STD 15M Valve w/Hydraulic Control
415
 
2 3x3 1502 STD 15M Valve w/Hydraulic Control
416
 
2 3x3 1502 STD 15M Valve w/Hydraulic Control
417
 
4-4" Tee Assemblies 4" FIG 1002 Female x 3"


-65-


418
 
1983 30" x 10' 1440 Gas Unit Smith Industries
419
 
2" x 2" Air Actuated Plug Valve
420
 
Capitalized Maintenance Hydraulic Choke
421
 
6 Plug Valve ESD Systems
422
 
14 2" 1502 MFF Tees
423
 
VRU Plumbing Components
424
 
Manifold Pipe Fittings
425
 
4 1x2 Plug Valves, 6 2x2 Plug Valves
426
 
10M UB Htr LH I/O with 3/4 Bore Stainless Cho
427
 
1.5MM Line Heater Hanover 2000 15000 PSI
428
 
1.5MM Line Heater Hanover 2004 15000 PSI
429
 
1.5MM Line Heater Allen 1990 10000 PSI
430
 
1.5MM Line Heater United Process 10000 PSI
431
 
30 2" Plug Valves w/various 2" 1502 Flow Pipe
432
 
NUFLO Meter and Iron to Reconfigure Prod. Uni
433
 
12-2"x2" 1502 Plug Valves
434
 
8-3x3 1502 Plug Valves w/gear
435
 
20 pcs 3"x10' 1502 Flowline
436
 
5 Valve 2x2 Manifold w/Skid & Iron
437
 
2-4" 1002 to 3" 1502 Plug Catcher Crossover
438
 
Hydraulic Assist Unit for 4 Valve and 3" Chok
439
 
7 1/16 10K x 2" NPT Flange
440
 
2 2" 1502 Std Adj Choke Assemblies
441
 
1 Scanner 2000 meter
442
 
Cap. Components & Labor 1.55MM Line Heater
443
 
3" pups, tees, gear op valves, 2" pups, tees
444
 
2 scanner 2000 meters
445
 
10 2x2 1502 Std Plug Valves
446
 
15 3" 1502 NPST 15M x 10' Flowline
447
 
29 3" x 10' NPST Flowline 15M
448
 
8 Manual 3x3 Plug Valves 15M STD
449
 
2 New 3" Plug Catcher Manifolds
450
 
15-New 2x2 1502 Plug Valves 15M STD
451
 
5-New 2" 1502 MFF TEEs 15M
452
 
2" Plug Valve w/Actuator
453
 
2" Stainless Steel H-2 Choke Sets
454
 
2-4"x6" 1002 NPST Pup Joints
455
 
4" 1002 NPST Pup Joints
456
 
4" 1002 TEE FxFxM
457
 
4" 1002 SPM Gear OP Plug Valve
458
 
4 1502 Adjustable Chokes w/1" Trim
459
 
4" 1002 SPM Gear OP Plug Valve
460
 
4" 1002 SPM Gear OP Plug Valve
461
 
4" 1002 SPM Gear OP Plug Valve
462
 
4" 1002 SPM Gear OP Plug Valve
463
 
4" 1002 Integral Plug Valve MxF


-66-


464
 
4" 1002 Integral Plug Valve MxF
465
 
4" 1002 Integral Plug Valve MxF
466
 
4" 1002 Integral Plug Valve MxF
467
 
4" x 6" 1002 Flow NPST Iron to Complete Catch
468
 
2 2" 1502 Plug Valves with Actuator MSS
469
 
1-9 Plug Valve Manifold w/2 Adjustable Chokes
470
 
10 2x2 1502 Plug Valves 15M STD
471
 
3" 1502 STD 15M Choke Tee
472
 
3 New 3x3 Gear Operated Plug Valves
473
 
2-2" 1502 Tees (FFM)/2-2" 1502 Adj Choke Assy
474
 
Five 2"x5' NPST Pup Joints
475
 
160 2"x10' NPST Pup Joints
476
 
Ten 2x2 1502 Plug Valves
477
 
Four 2" 1502 TEE FxFxM
478
 
Forty Five 2" Short Elbows MxF
479
 
3" 1502 Gear Operated Plug Valve w/3"x14" MxF
480
 
3 2" H-2 SS/TC Valve Sets
481
 
1502 10K Sour Service Plug Valve
482
 
2-3" Cactuc Ltr Kits
483
 
2-2" 1502 Bonnet Assemblies w w/4" Orfice
484
 
2-1502 2" Relief Valves w/Spacers
485
 
5-2x2 1502 Plug Valves
486
 
23 1502 2" MSI Choke Bonnet Assy & 23 1502 2"
487
 
6 2x2 1502 Plug Valves and 1 Blank Plug Assy
488
 
2x2 Plug Valve Manifold
489
 
Flow Iron & Fittings
490
 
19 2x2 1502 Plug Valves
491
 
4" 1002 M 3" 1502 Wing
492
 
15 2x2 Plug Valves
493
 
2" Max Orfice H-2 SS/TC Seat
494
 
16 2x2 Plug Valves & 1 1x2 Plug Valve
495
 
20 2x2 Plug Valves and 2 5 Valve 2x2 Manifold
496
 
Various Lengths of 2'FLowline/2" Manifolds
497
 
20-1502 15M 3" MxF 90's and 25-3"x10 15M Std
498
 
1 Female Flange Adapter 3 1/16" 10Mx2"
499
 
2 2" 1502 FMMM Cross w/9-16" AC and 1 2" 1502
500
 
14 2x2 Plug Valves 15M Std
501
 
15 Sticks 2"x20' Flowline, 60 2" elbows, etc
502
 
2" MCII Barrel Counter System
503
 
2" MCII Barrel Counter System
504
 
2" MCII Barrel Counter System
505
 
2" MCII Barrel Counter System
506
 
2" MCII Barrel Counter System
507
 
2" MCII Barrel Counter System
508
 
RS-HA-4000 Hyadaulic Assist Unit for 4 Valve
509
 
COR-TEC 3" Hydraulic Choke Assy 2" Max 1502


-67-


546
 
20 2x2 1502 Std 15M Valves
547
 
2-2x2 actuated plug valves & 1 10M Flange
548
 
1x2 1502 Std 15M Valve
549
 
3" Dual Plug Catcher 1502 Gear
557
 
2" Cameron Barrel Counter
558
 
Valve 3"x3" 1502 Std 15M
559
 
2" Cameron Barrel Counter
560
 
Tee 3" choke NPT 3K
565
 
2" Cameron Barrel Counter
566
 
Nuflo Scanner 2000
567
 
Plug Valve 2x2 1502 5K STD
568
 
Manifold 5 Plug Valve 2x2
569
 
Plug Valve ESD
570
 
Nuflo Scanner 2000
574
 
Valve 33 1502 STD 15M
575
 
Plug Valve 1"x2" 1502 15K Std
 
 
 
 
 
 
Group: Trailers
 
 
 
3
 
Travel Trailer
4
 
2008 Trailmaster
5
 
16 Ft. Utility Trailer
6
 
83" x 20' Monorail Trailer
7
 
Used 1996 Cress Country 16'
8
 
1992 Strick Trailer
9
 
1984 Frueha Trailer
10
 
16' Locke 10000# Sub-Rail
11
 
2007 Sure Pull Trailer
12
 
14' Cargo Trailer
13
 
2010 TC Trecker Utility Trailer
14
 
Wells Cargo Trailer
15
 
28' 3-axle Gooseneck Trailmaster
16
 
28' 3-axle Gooseneck
17
 
28' 3-axle Gooseneck
18
 
28' 3-axle Trailmaster
19
 
28' 3-axle Gooseneck
20
 
28' 3-axle Gooseneck
21
 
Thompson Trailer
22
 
28' 3-axle Gooseneck
23
 
28' 3-axle Gooseneck
24
 
28' 3-axle Gooseneck
25
 
28' 3-axle Gooseneck
26
 
18' Gooseneck Monorail
27
 
30' MBH 3-Axle Gooseneck


-68-


28
 
28' 3-axle Gooseneck
29
 
28' 3-axle Gooseneck
30
 
28' 3-axle Gooseneck
31
 
Homemade Shop Trailer
32
 
16' Dump Trailer
33
 
18' Gooseneck Monorail
34
 
28' 3-axle Gooseneck
35
 
28' 3-axle Gooseneck
36
 
18' Gooseneck Monorail
37
 
18' Gooseneck Monorail
38
 
Pipe Trailer
39
 
Oilfield Float Single Drop Deck 3-Axle
40
 
16' Gooseneck Trailer
41
 
20' Gooseneck Trailer
42
 
16' Enclosed Trailer
43
 
Buck Dandy Car Hauler
44
 
16' Gooseneck Trailer
45
 
2012 Tandem Axle Equipment Trailer
46
 
14' Trailer w/Deck
47
 
2005 Flatbed Trailer
48
 
1970 LowBoy Trailer
49
 
1985 Trail EZE TRailer
50
 
Capital Repair 1985 Trail EZE
51
 
2012 28' Lowboy 3-Axle Trailer
52
 
2012 28' Lowboy 3-Axle Trailer
53
 
2012 Menard Water Filtration Trailer
54
 
2012 Menard Water Filtration Trailer
55
 
1977 Birman Lowboy Trailer
56
 
1998 Holiday Rambler Repairs to Slideout
57
 
2012 Look Enclosed Trailer
58
 
Tandem Axle Gooseneck Monorail Trailer
59
 
1999 Fontaine Drop Deck Trailer
60
 
Big Tex 20' Gooseneck Rig Up
61
 
2008 Lonestar 20' Trailer
62
 
2003 Big Tex 20' Gooseneck Rig Up
100
 
20' Locke Deck over Trailer
554
 
28' Triple Axle #9562
555
 
28' Trile Axle Gooseneck #9563
556
 
28" Triple Axle Gooseneck #9564
 
 
 
 
 
 
Group: Transportation Equipment
 
 
 
510
 
2009 K3500 Chevrolet
512
 
2006 Chevrolet SK 3 Truck


-69-


514
 
1989 Peterbuilt
515
 
2002 Freightliner w/Western Sideboom
516
 
2011 1 Ton Flatbed Chevrolet
517
 
1995 Chevrolet 8500 Dump Truck
518
 
2011 GMC Sierra
519
 
2006 Chevrolet Truck
520
 
2011 GMC Sierra
521
 
2011 Chevrolet Silverado
522
 
2011 GMC Sierra
524
 
2000 Mack Winch Truck
525
 
2012 Chevrolet Silverado
526
 
2012 Chevrolet Silverado
527
d
1998 International 470 Truck
528
 
2012 Chevrolet Silverado
529
 
Capital Repairs to 2000 Mack
530
 
2013 Chevrolet CruCab Winch Truck
531
 
2013 Chevy Pickup
532
 
2014 GMC Sierra
533
 
2014 GMC Sierra
534
 
2014 GMC Sierra
544
 
2014 Sierra 1500
551
d
1997 Kenworth (old #523)
564
 
2014 GMC Sierra 1500
 
 
 





-70-


SCHEDULE 4.13
to First Amended and Restated Loan and Security Agreement

Outstanding Indebtedness



-71-

New Source Energy Partners L.P. Reports

Also read