EX-10.20.3 45 d498363dex10203.htm EX-10.20.3 EX-10.20.3

Exhibit 10.20.3

RATIFICATION OF UNLIMITED GUARANTIES

This Ratification of Unlimited Guaranties is signed effective January 12, 2018, by the undersigned guarantors (collectively “Guarantors”) in connection with the Revolving Loan made by PLAINSCAPITAL BANK (“Lender”) to LONESTAR PROSPECTS, LTD. (“Borrower”), a Texas limited partnership. The Revolving Loan is defined in and governed by the Amended and Restated Loan Agreement dated January 12, 2018, between Borrower and Lender, as now or hereafter amended, restated, replaced, supplemented, or otherwise modified, from time to time (collectively the “Loan Agreement”). Capitalized terms not otherwise defined have the meanings assigned in the Loan Agreement.

1.    Guaranties. Each of the Guarantors is legally obligated under an unlimited guaranty dated January 13, 2014, or September 3, 2015, executed by each of the respective Guarantors in favor of Lender in connection with the Loans to Borrower (collectively the “Guaranties”).

2.    Amendment. Each of the Guaranties is hereby amended so that any reference to “Loan Agreement” shall mean the Amended and Restated Loan Agreement dated January 12, 2018, between Borrower and Lender, as now or hereafter amended, restated, replaced, supplemented, or otherwise modified, from time to time.

3.    Ratification. Each of the Guarantors consents to the Loan Agreement and the Revolving Loan in the maximum amount of $40,000,000.00, and ratifies and confirms their respective Guaranty, acknowledges that their Guaranty is valid, subsisting, and binding upon the respective Guarantors, and agrees that their Guaranty guarantees payment of the Loans (including the Revolving Loan), and the Notes (including the Revolving Note).

4.    Notice of Final Agreement. As of the effective date of this Notice, Borrower, Guarantors, and Lender have consummated a transaction pursuant to which Lender has agreed to make a loan or loans to Borrower, to renew and extend an existing loan or loans to Borrower, and to otherwise extend credit or make financial accommodations to or for the benefit of Borrower, in an aggregate amount up to $40,000,000.00 (collectively, whether one or more, the “Loans”).

In connection with the Loans, Borrower and Lender and the undersigned Guarantors have executed and delivered and may hereafter execute and deliver certain agreements, instruments, and documents (collectively hereinafter referred to as the “Written Loan Agreement”).

It is the intention of Borrower, Lender, and Guarantors that this Notice be incorporated by reference into each of the written agreements, instruments, and documents comprising the Written Loan Agreement. Borrower, Lender, and Guarantors each warrant and represent that the entire agreement made and existing by or among Borrower, Lender, and Guarantors with respect to the Loan is and shall be contained within the Written Loan Agreement, as amended and supplemented hereby, and that no agreements or promises exist or shall exist by or among Borrower, Lender, and Guarantors that are not reflected in the Written Loan Agreement.


THE WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.

Effective as of the date stated above.

ACKNOWLEDGED AND AGREED:

LONESTAR PROSPECTS HOLDING COMPANY, L.L.C.

 

By:

  

/s/ Gary B. Humphreys

  
  

Gary B. Humphreys, Manager

  

LONESTAR PROSPECTS MANAGEMENT, L.L.C.,

a Texas limited liability company

By:

  

VPROP Operating, LLC,

  
  

a Delaware limited liability company,

  
  

its sole member

  

By:

  

Vista Proppants and Logistics, LLC,

  
  

a Delaware limited liability company,

  
  

its sole member

  
   By:   

/s/ Gary B. Humphreys

  
      Gary B. Humphreys,   
      Chief Executive Officer   

 

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/s/ Gary Blaine Humphreys

     

Gary Blaine Humphreys, as co-trustee of the ERIC BLAINE HUMPHREYS TRUST created under Trust Agreement dated December 14, 2012

     

/s/ Claudia Ann Humphreys

     

Claudia Ann Humphreys, as co-trustee of the ERIC BLAINE HUMPHREYS TRUST created under Trust Agreement dated December 14, 2012

     

/s/ Gary Blaine Humphreys

     

Gary Blaine Humphreys, as co-trustee of the JAKE ALLEN HUMPHREYS TRUST created under Trust Agreement dated December 14, 2012

     

/s/ Claudia Ann Humphreys

     

Claudia Ann Humphreys, as co-trustee of the JAKE ALLEN HUMPHREYS TRUST created under Trust Agreement dated December 14, 2012

     

FUTURE NEW DEAL, LTD.,

a Texas limited partnership

  
By:    Future New Deal II, LLC,   
   Its general partner   
   By:   

/s/ Gary B. Humphreys

  
      Gary B. Humphreys, Manager   
FUTURE NEW DEAL II, LLC,   
By:   

/s/ Gary B. Humphreys

  
   Gary B. Humphreys, Manager   

 

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/s/ Martin W. Robertson

  

Martin W. Robertson, as co-trustee of the CHRISTOPHER MARTIN ROBERTSON TRUST created under Trust Agreement dated December 18, 2012

  

/s/ Janet Lynn Robertson

  

Janet Lynn Robertson, as co-trustee of the CHRISTOPHER MARTIN ROBERTSON TRUST created under Trust Agreement dated December 18, 2012

  

/s/ Martin W. Robertson

  

Martin W. Robertson, as co-trustee of the CLAIRE ANN ROBERTSON TRUST created under Trust Agreement dated December 18, 2012

  

/s/ Janet Lynn Robertson

  

Janet Lynn Robertson, as co-trustee of the CLAIRE ANN ROBERTSON TRUST created under Trust Agreement dated December 18, 2012

  

M & J PARTNERSHIP, LTD.,

    a Texas limited partnership

  

    By: T.Y.F. Holdings, LLC,

  

    Its general partner

  
   By:   

/s/ Martin W. Robertson

  
     

Martin W. Robertson, Manager

  
  

T.Y.F. HOLDINGS, LLC,

   By:   

/s/ Martin W. Robertson

  
     

Martin W. Robertson, Manager

  

 

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