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表现出10.2

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT TO SAND SUPPLY AGREEMENT¹

This 修正案 to Sand Supply 协议 (this “修正案”) is made this 3^rd day of November, 2015 (the “执行日期”) by and between Muskie Proppant LLC, a Delaware limited liability company, (“供应商”); and Gulfport Energy Corporation, a Delaware corporation, (客户”). 供应商 and 客户 are sometimes individually referred to as a “聚会，派对”, or 集体 referred to as the “方”.

而, 供应商 and 客户 entered into that certain Sand Supply 协议 dated October 1, 2014 (the “协议”), pursuant to which 供应商 agreed to sell sand to 客户, more particularly 40/70 proppant sand (the “产品”), subject to the terms and conditions in the 协议.

然而, the 协议 provided for 产品 pricing in a manner set forth in Article III of the 协议.

然而, 供应商 and 客户 desire to amend the 协议 to modify certain 产品 pricing terms.

现在, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the 方 agree as follows:

1.定义条款. Capitalized terms used but not defined herein shall have the same meanings given to such terms in the 协议.

2.演出. The foregoing recitals are incorporated into and made a part of this 修正案.

3.产品价格. Effective as of September 1, 2015, 第三节.2(a) of the 协议 shall be replaced in its entirety by the following language:

“(i) The 方 agree that the purchase price for the 产品 (the “产品价格”) shall be determined by the equation below (the “产品价格 Calculation”). The 产品价格 shall be subject to an adjustment at the end of each calendar quarter, in order to calculate the 产品价格 for the upcoming calendar quarter. The 方 also agree to use [*]¹ for purposes of calculating the 产品价格 for the subsequent calendar quarter, provided that the average price for any calendar quarter shall not exceed the Escalation Index Ceiling.

产品价格 = 基砂价格 + Floating Sand Price

Floating Sand Price = (1+ (([*]¹ – Escalation Index Floor) / (Escalation Index Floor)) * Floating Sand Price Floor

地点:


a.	基砂价格 = []¹ 美元($ []¹每吨 (take or pay cost)


b.	Floating Sand Price Floor = []¹ ($[]¹每吨


c.	Escalation Index Floor = []¹ 美元与[]¹ 美分($ []¹) / []¹


d.	Floating Sand Price Ceiling = []¹ 美元($ []¹每吨


e.	Escalation Index Ceiling = []¹ 美元($ []¹) / [*]¹

As an example, assume [*]¹ for the First Quarter of 2016. Then, the Second Quarter 产品价格 shall be as follows:

¹The appearance of [*] denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934, 修订的.

CONFIDENTIAL TREATMENT REQUESTED

产品价格 = $[*]¹ + (1 +(($[*]¹ - $[*]¹) / $[*]¹)) * $[*]¹ = $[*]¹

Notwithstanding anything herein to the contrary, the 方 agree that the 产品价格 shall never be lower than $[*]¹ 每吨 nor exceed $[*]¹ 每吨.”

“(ii) In addition to the 产品价格 for the 产品, 客户 will pay 供应商 for all costs and expenses incurred by 供应商 for handling and transporting from 供应商’s source of origin to the Designated Transload Facility, 包括 all rail cost, railcar cost and destination transload fees, where “source of origin” means the origination location of 供应商’s rail shipment; however, 方 agree that any and all costs for rail car use fees and/or rail car lease fees necessary to supply 客户 with 产品 shall not be included as a cost or expense for handling and transporting under this Section.”

4.第三节.2(b). The 方 agree that 第三节.2(b) of the 协议 shall be deleted in its entirety.

5.同行. This 修正案 may be executed in a number of identical counterparts, 包括, without limitation, facsimile or email execution copies. 如果这样执行, each counterpart is to be deemed an original for all purposes, and all such counterparts shall, 集体, constitute one agreement.

6.约束力. This 修正案 shall be binding upon and shall inure to the benefit of the 方 hereto and their respective legal representatives, successors and assigns.

7.全部协议. This 修正案 and the 协议, together with their respective exhibits, constitute the entire understanding between the 方 with respect to the subject matter hereof, superseding all related negotiations, prior discussions and prior agreements and understandings. No amendment hereto shall be binding unless mutually agreed to in a written instrument specifically made subject to the 协议, as modified by this 修正案.

[Signature Page Follows]

IN WITNESS WHEREOF, this 修正案 has been duly executed by each 聚会，派对 as of the date first written above.



卖方:	顾客:
Muskie Proppant, LLC	Gulfport Energy Corporation
By: /s/ Marc McCarthy Name: Marc McCarthy Title: Chairman	By: /s/迈克尔·G. 摩尔 Name: Michael G. 摩尔 Title: Chief Executive Officer & 总统